33644957 2024-09-01 2025-08-31 33644957 2024-09-01 2025-08-31 1 33644957 2024-09-01 2025-08-31 1 33644957 2024-09-01 2025-08-31 1 33644957 2024-09-01 2025-08-31 2 33644957 2024-09-01 2025-08-31 3 33644957 2024-09-01 2025-08-31 2 33644957 2002-01-01 2002-12-31 33644957 2001-01-01 2001-12-31 33644957 2000-01-01 2000-12-31 33644957 2023-09-01 2024-08-31 33644957 2002-12-31 33644957 2001-12-31 33644957 2000-12-31 33644957 2025-08-31 33644957 2024-08-31 33644957 2024-09-01 d:ContributedCapitalMember 33644957 2024-09-01 d:RetainedEarningsMember 33644957 2024-09-01 2025-08-31 d:RetainedEarningsMember 33644957 2025-08-31 d:ContributedCapitalMember 33644957 2025-08-31 d:RetainedEarningsMember 33644957 2024-09-01 d:DepositsLongtermInvestmentsAndReceivablesMember 33644957 2024-09-01 2025-08-31 d:DepositsLongtermInvestmentsAndReceivablesMember 33644957 2025-08-31 d:DepositsLongtermInvestmentsAndReceivablesMember 33644957 2024-09-01 d:OtherLongtermPayablesMember 33644957 2025-08-31 d:OtherLongtermPayablesMember iso4217:DKK xbrli:pure 1123 false Årsrapport 35257691 København 2024-08-31 false DK Revisionspåtegning Baker Tilly Denmark Poul Bundgaards Vej 1, 1. 2500 Valby 2024-09-01 2025-08-31 2023-09-01 33644957 OVG-PROXY A/S Gothersgade 14 3. København K Danmark 2011-05-05 Baker Tilly Denmark 35257691 Ramazan Turan statsautoriseret revisor Poul Bundgaards Vej 1, 1. 2500 Valby DK Danmark 33451000 2025-12-16 Jonathan Diver Regnskabsklasse B true CaseWare-FSR true false The supervisory board and executive board have today discussed and approved the annual report of OVG-PROXY A/S for the financial year 1 September 2024 - 31 August 2025. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the company's financial position at 31 August 2025 and of the results of the company's operations for the financial year 1 September 2024 - 31 August 2025. In our opinion, management's review includes a fair review of the matters dealt with in the management's review. Management recommends that the annual report should be approved by the company in general meeting. Jesper Bay Jonathan James Diver chairman Kirankumar Premchand Shah Jeremiah Healy To the shareholder of OVG-PROXY A/S Opinion We have audited the financial statements of OVG-PROXY A/S for the financial year 1 September 2024 - 31 August 2025, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equi­ty and notes. The financial statements are prepared under the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the com­pany's financial position at 31 August 2025 and of the results of the company's operations for the financial year 1 September 2024 - 31 August 2025 in accordance with the Danish Financial Statements Act. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor's responsibilities for the audit of the financial statements” section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Violation of Danish VAT legislationContrary to the Danish VAT legislation, the Company have not filed VAT statements to the Danish Customs and Tax Administration timely. Management may incur liability in this respect. Management is responsible for the preparation of financial statements, that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.In preparing the financial statements, management is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.Conclude on the appropriateness of management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.Evaluate the overall presentation, structure and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Statement on management's reviewManagement is responsible for management's review.Our opinion on the financial statements does not cover management's review, and we do not express any form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read management's review and, in doing so, consider whether management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.Moreover, it is our responsibility to consider whether management's review provides the information required under the Danish Financial Statements Act.Based on the work we have performed, we conclude that management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of management's review. Copenhagen 2025-12-16 Baker Tilly Denmark Ramazan Turan statsautoriseret revisor mne32779 Nanna Grejs Munksgaard statsautoriseret revisor mne49907 Seen over a 5-year period, the development of the Company may be described by means of the following financial highlights:The financial ratios are calculated in accordance with the Danish Finance Society's recommendations and guidelines. For definitions, see the summary of significant accounting policies. 17350125 13691797 4976668 4513352 33599 -5210687 -2986902 4128412 -950519 2936166 -6190563 3562833 2969765 -12194250 23649759 29587508 30687556 139905 0 0 135900 162988 -22075664 -25638497 -28608262 22 19 15 11.1 -0.4 17.0 0.1 -14.7 -72.6 -87.6 -93.3 -86.7 -93.2 4.3 -19.2 -14.9 -10.9 54.2 Business reviewOVG-PROXY A/S primary activity is to carry out sales and distribution activities in the Nordic region, with a primary focus on toys. Recognition and measurement uncertaintiesThe recognition and measurement of items in the annual report is not associated with any uncertainty. Unusual mattersThe company's financial position at 31 August 2025 and the results of its operations for the financial year ended 31 August 2025 are not affected by any unusual matters. Financial review The company's income statement for the year ended 31 August 2025 shows a loss of DKK 800.385, and the balance sheet at 31 August 2025 shows negative equity of DKK 19.004.820.The Company continues to add new product ranges to its portfolio, and the expectation is that this will continue to lead to increased sales and profitability. Risks and uncertaintiesThe company is not affected by other uncertainties than those usual for the branch.   The Company’s shareholder and the ultimate shareholder have issued letters of financial support at least until 31 August 2026. EnvironmentThe company recognises the need to seek to find ways to minimise the impact of its operations on the environment. Accordingly, a plan is being drawn up to minimise waste, work with suppliers who have recyclability of packaging materials, and whose use of timber for products is from certified, managed sources. Significant events occurring after the end of the financial yearNo events have occurred after the balance sheet date which could significantly affect the company's financial position. Foreign branchesThe company operates a branch in Finland.  20108603 15277182 17508060 15367111 2600543 -89929 6925 4710284 2993827 581872 -386359 4038483 414026 167254 -800385 3871229 -800385 3871229 58425 0 81480 0 139905 0 469053 1066475 469053 1066475 608958 1066475 22388231 15777999 1381357 1231409 527446 584167 24297034 17593575 1285539 2133085 25582573 19726660 26191531 20793135 500000 500000 -19504820 -18704435 -19004820 -18204435 795491 767108 795491 767108 22786 0 957486 594524 35342009 31121668 34166 0 8044413 6514270 44400860 38230462 45196351 38997570 26191531 20793135 500000 -18704435 -800385 500000 -19504820 Due to negative results in previous years, the company has a strained cash-flow. The parent company and the ultimate parent company have stated that they will support and finance the company. In addition, it is expected that the planned activities for the coming year will generate positive results, as they have during the recent financial years.    Based on the above management has prepared the consolidated financial statements on the basis of going concern. 16071751 11951489 1465575 1256057 177412 175589 -206678 1983976 17508060 15367111 27 23 6925 4710284 6925 4710284 396293 420301 2597534 161571 2993827 581872 98386 0 315640 167254 1066475 -597422 469053 469053 767108 795491 0 0 The Company has entered into an operating lease of premises. The lease is interminable until June 2027, with first possible move out December 2027. The total lease commitment amounts to DKK 1.162k.    The Company has entered into operating leases of cars. The total lease commitment amounts to DKK 135k. The Company is consolidated in the ultimate parent company's financial statement.   The group annual report of The Character Group Plc. may be obtained at the following address: www.thecharacter.com The annual report of OVG-PROXY A/S for 2024/25 has been prepared in accordance with the provisions of the Danish Financial Statements Act ap­plying to en­ter­pri­ses of re­por­ting class B, as well as provisions applying to reporting class B entities.The accounting policies applied are consistent with those of last year.The annual report for 2024/25 is pre­sen­ted in DKK. Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities. All expenses, including amortisation, depreciation and impairment losses, are also recognised in the income statement.Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the company and the value of the asset can be measured reliably.Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow from the company and the value of the liability can be measured reliably.On initial recognition, assets and liabilities are measured at cost. On subsequent recognition, assets and liabilities are measured as described below for each individual accounting item.Certain financial assets and liabilities are measured at amortised cost using the effective interest method. Amortised cost is calculated as the historic cost less any installments and plus/less the accumulated amortisation of the difference between the cost and the nominal amount.On recognition and measurement, allowance is made for predictable losses and risks which occur before the annual report is presented and which confirm or invalidate matters existing at the balance sheet date. In pursuance of section 32 of the Danish Financial Statements Act, the company does not disclose its revenue. Gross profit reflects an aggregation of revenue, changes in inventories of finished goods and other operating income less costs of raw materials and consumables and other external expenses. Income from the sale of goods for resale and finished goods is recognised in the income statement, provided that the transfer of risk, usually on delivery to the buyer, has taken place and that the income can be measured reliably and is expected to be received.Revenue is measured at the fair value of the agreed consideration, excluding VAT and other indirect taxes. Revenue is net of all types of discounts granted. Cost of sales comprises goods consumed in the financial period measured at cost, adjusted for ordinary inventory writedowns. The item Other operating income includes items of a secondary nature relative to the company’s activities, including gains on the sale of intangible assets and items of property, plant and equipment, operating losses, indemnities relating to operating losses and conflicts as well as payroll refunds. Indemnities are recognised when it is more probable than not that the company is going to be indemnified. Other external costs include expenses related to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Staff costs include wages and salaries, including compensated absence and pensions, as well as other social security contributions, etc. made to the entity's employees. Amortisation, depreciation and impairment losses comprise the period's amortisation, depreciation and impairment of intangible assets and property, plant and equipment. Financial income and expenses are recognised in the income statement at the amounts relating to the financial period. Net financials include interest income and expenses, realised and unrealised capital/exchange gains and losses on foreign currency transactions etc. The company acts as management company for all jointly taxed entities and, in its capacity as such, pays all income taxes to the Danish tax authorities.Tax for the year, which comprises the current tax charge for the year and changes in the deferred tax charge, is recognised in the income statement as regards the portion that relates to the profit/loss for the period and directly in equity as regards the portion that relates to entries directly in equity. Receivables are measured at amortised cost.An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable is impaired, an impairment loss for that individual asset is recognised. Prepayments recognised under 'Current assets' comprises expenses incurred concerning subsequent financial years. Cash and cash equivalents comprise cash and deposits at banks. As management company, OVG-PROXY A/S is liable for payment of the subsidiaries' corporate income taxes to the tax authorities.Current tax liabilities and current tax receivables are recognised in the balance sheet as the estimated tax on the taxable income for the year, adjusted for tax on the taxable income for previous years and tax paid on account.Deferred tax is measured according to the liability method in respect of temporary differences between the carrying amount of assets and liabilities and their tax base, calculated on the basis of the planned use of the asset and settlement of the liability, respectively. Deferred tax is measured at net realisable value. Liabilities, which include trade payables, payables to group entities and other payables, are measured at amortised cost, which is usually equivalent to nominal value. On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and at the date of payment are recognised in the income statement as financial income or financial expenses. If foreign currency instruments are considered cash flow hedges, any unrealised value adjustments are taken directly to a fair value reserve under ‘Equity’.Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the latest financial statements is recognised in the income statement as financial income or financial expenses.  Return on assetsEarnings before interest and taxes (EBIT) x 100Average assetsSolvency ratioEquity at year end x 100Total assetsReturn on equityNet profit for the year x 100Average equity