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 2020 - 31 August 2021.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 2021 and of the results of the company's operations for the financial year 1 September 2020 - 31 August 2021.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 BayJonathan James DiverChairmanKirankumar Premchand ShahMichael Spencer HydeJeremiah HealyTo the shareholder of OVG-PROXY A/SWe have audited the financial statements of OVG-PROXY A/S for the financial year 1 September 2020 - 31 August 2021, 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 2021 and of the results of the company's operations for the financial year 1 September 2020 - 31 August 2021 in accordance with the Danish Financial Statements Act.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.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 review Management 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.Copenhagen2022-01-31Baker Tilly DenmarkRamazan Turanstatsautoriseret revisormne32779Seen 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. -2833526215093168442611-174667296407322-4376794-6190563-2738180-3726837-3060990-9337880-226685662486332-1084667435278827758236081079194811629882195571839837485370235261-24023513-1354947-3841280202422-14.77.9-31.47-4.3-93.2-40.8-68.1-1.8-3.654.2-0.2178.6-95.7-685.6Business review OVG-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 uncertainties The recognition and measurement of items in the annual report is not associated with any uncertainty.Financial review The company's income statement for the year ended 31 August 2021 shows a loss of DKK 12.194.250, and the balance sheet at 31 August 2021 shows negative equity of DKK 28.608.262. The company's turnover has been affected by the outbreak and spread of the coronavirus due to COVID-19 pandemic. Turnover has also been materially affected by the global supply chain challenges. On the expectation that the supply chain issues shall ease, the management expect positive results in the coming fiscal year. The Company has taken several measures to increase turnover, and reverse the losses made.Risks and uncertainties Apart from the industry risks such as supply chain management, competition, FX volatility and cyber crime, the Company’s main specific risks are Covid 19 and the sufficiency of the Company’s financing. Although it is not possible to completely assess the impact of the ongoing COVID pandemic, management expects that the outbreak will have not have a material financial impact on the Company during the financial year ahead. The Company’s shareholder and the ultimate shareholder have issued letters of financial support at least until 31 August 2021. The Company has rationalized its product ranges and now concentrates on products which have longevity. Purchases of products are strictly monitored and this should lead to lower inventory provisions. Customer reaction to the Company’s product ranges has been good, and it is expected to increase turnover.Significant events occurring after the end of the financial year No events have occurred after the balance sheet date which could significantly affect the company's financial position.497666812175106873467885187951452677654832-52106873001479-3889629-6203572965933563430305933011779-11401250263299793000213000-1219425050299114798116191924913249170036393016536191968772840291003677998926120055412829551564484293657434247510342475101002704823378441133977727970816378872120113087600083000057522530809924120932346534691577389266060929123072373140783068755640250652500000500000-29108262-16923649-28608262-16423649043500000435000001553449351280903875110500167852824590241509434668796592958185232430159295818566743013068755640250652500000-1692364909637-12194250500000-29108262Due to negative results over the last few years, the company has a strained cash-flow. The parent company and the ultimate parent company  have stated that they would support and finance the company. In addition, it is expected that the planned activities for the coming year will generate positive results.  Based on the above Management has prepared the consolidated financial statements on the basis of going concern.7148028754072777172462469313953463071675392290304873467885187951516According to section 98 B(3) of the Danish Financial Statements Act, renumeration to the executive board has not been disclosed.042875018229219593351207672162369430305933011779-83000087600000213000-12194250502994590688124951592898700904683586131960534287697578151140019312658-45687881070473114798249132176954176954379484003971794176954107075212635-3891629-804649637-25096-3774917107075196877284029Name Registered office Ownership interest Proxy Sweden AB Sweden 100 Proxy Norway AS Norway 100 Online Supply ApS Copenhagen 100Proxy Sweden ABSweden100Proxy Norway ASNorway100Online Supply ApSCopenhagen100998926475110036771003677 Machinery and equipment -222.129 -54.000 Leasehold improvements -17.155 -18.000 Tax loss carry-forward -5.940.970 -804.000 Transferred to deferred tax asset 0 876.000 0 0 Deferred tax asset Calculated tax asset 5.940.970 6.862.903 Write down to assessed value -5.940.970 -5.986.903 Carrying amount 0 876.000 Prior financial year the Management had recognized the deferred tax asset with an amount of DKK 876k of which DKK 804k is related to taxable loss carried forward. During this finanncial year the management have reconsidered the expectations for utilizing the tax loss carried forward. The deferred tax asset have due to the uncertainty been recognized to DKK 0. -222129-54000-17155-18000-5940970-804000Prepayments comprise incurred costs relating to subsequent financial years.4350000000As management company, the company is jointly taxed with other danish related parties and jointly and severally liable with other jointly taxed entities for payment of income taxes as well as for payment of withholding taxes on dividends, interest and royalties. The Company has entered into an operating lease of premises. The lease is interminable until 2025. The total lease commitment amounts to DKK 7.391k. The Company has entered into operating lease of cars. The total lease commitment amounts to DKK 26k.Company pledge, nom. DKK 26.700k in other fixtures, inventory and debtors with a total value of DKK 11.534k has been deposited as security for account with a credit institution.The Character Group plc, London, United Kingdom ultimatively owns the shares in the Company. 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 Årsrapport35257691Baker Tilly DenmarkPoul Bundgaards Vej 1, 1.2500 Valby2020-09-012021-08-312020-01-012020-08-3133644957OVG-PROXY A/SGothersgade14 4.1123København KDKDanmark2011-05-05KøbenhavnBaker Tilly Denmark35257691Ramazan Turanstatsautoriseret revisorPoul Bundgaards Vej1, 1.2500ValbyDKDanmark334510002022-02-08Kirankumar Premchand ShahRegnskabsklasse BtrueRevisionspåtegningCaseWare-FSRfalsefalsefalsefalseThe annual report of OVG-PROXY A/S for 2020/21 has been prepared in accordance with the provisions of the Danish Financial Statements Act concerning reporting class C (medium). The accounting policies applied are consistent with those of last year. The annual report for 2020/21 is presented in DKK.Pursuant to sections §112, of the Danish Financial Statements Act, the company has not prepared consolidated financial statements.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.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.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. The item is net of refunds made by public authorities.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 is subject to the Danish rules on compulsory joint taxation. 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.Items of leasehol improvements, fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. The depreciable amount is cost less the expected residual value at the end of the useful life. Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is available for use. Straight-line depreciation is provided on the basis of the following estimated useful lives of the assets: Residual value Other fixtures and fittings, tools and equipment 3-5 years 0 % Leasehold improvements 3-5 years 0 % The useful life and residual value are re-assessed annually. A change is accounted for as an accounting estimate, and the impact on amortisation/depreciation is recognised going forward. Gains or losses from the disposal of other fixtures equipment are recognised in the income statement as other operating income or other operating expenses, respectively.Investments in subsidiaries are measured at the proportionate share of the net asset value of the entities, calculated on the basis of the group's accounting policies, plus or less unrealised intra-group gains or losses and plus or less any remaining value of positive or negative goodwill stated according to the purchase method. Investments in subsidiaries with a negative net asset value are measured at DKK 0, and the carrying amount of any receivables from these entities is reduced to the extent that they are considered irrecoverable. If the parent company has a legal or constructive obligation to cover a deficit that exceeds the receivable, the balance is recognised under provisions. Net revaluations of investments in subsidiaries are taken to the net revaluation reserve according to the equity method in so far as that the carrying amount exceeds the cost. Dividends from subsidiaries which are expected to be declared before the annual report of OVG-PROXY A/S is adopted are not taken to the net revaluation reserve. Acquirees are accounted for using the purchase method, see the above description of consolidated financial statements and calculation of goodwill.Inventories are measured at cost using theFIFO method. Where the net realisable value is lower than the cost, inventories are recognised at this lower value. The cost of goods for resale, raw materials and consumables comprises the purchase price plus delivery costs. The cost of finished goods and work in progress includes the cost of raw materials, consumables, direct cost of labour and production/production overheads. The net realisable value of stocks is calculated as the expected selling price less direct costs of completion and expenses incurred to effect the sale. The net realisable value is determined taking into account marketability, obsolescence and expected selling price movements.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.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.Financial liabilities are recognised on the raising of the loan at the proceeds received net of transaction costs incurred. On subsequent recognition, the financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest method. Accordingly, the difference between the net proceeds and the nominal value is recognised in the income statement over the term of the loan. Other liabilities, which include trade payables, payables to group entities and other payables, are measured at amortised cost, which is usually equivalent to nominal value.No cash flow statement has been prepared for the Company, as the Company's cash flows are included in the cash flow statement of the ultimate parent company.No cash flow statement has been prepared for the Company, as the Company's cash flows are included in the cash flow statement of the ultimate parent company.Return on assets Profit/loss before financials x 100Average assets Solvency ratio Equity, end of year x 100Total assets at year-end Return on equity Profit/loss from ordinary operations after tax x 100Average equity336449572020-09-012021-08-31336449572020-09-012021-08-311336449572020-01-012020-08-31336449572020-09-012021-08-31d:TwoYearsAgoMember336449572021-08-31d:TwoYearsAgoMember336449572020-09-012021-08-31d:ThreeYearsAgoMember336449572021-08-31d:ThreeYearsAgoMember336449572020-09-012021-08-31d:FourYearsAgoMember336449572021-08-31d:FourYearsAgoMember336449572020-09-012021-08-31g:RetainedEarningsMember336449572020-01-012020-08-31g:RetainedEarningsMember336449572020-08-31336449572021-08-31336449572020-09-01g:InvestmentsInGroupEnterprisesMember336449572020-01-01g:InvestmentsInGroupEnterprisesMember336449572020-09-012021-08-31g:InvestmentsInGroupEnterprisesMember336449572020-01-012020-08-31g:InvestmentsInGroupEnterprisesMember336449572021-08-31g:InvestmentsInGroupEnterprisesMember336449572020-08-31g:InvestmentsInGroupEnterprisesMember336449572020-09-012021-08-311336449572020-09-012021-08-312336449572020-09-012021-08-313336449572020-09-012021-08-314336449572020-09-012021-08-311336449572020-09-01g:ContributedCapitalMember336449572020-09-012021-08-31g:ContributedCapitalMember336449572021-08-31g:ContributedCapitalMember336449572020-09-01g:RetainedEarningsMember336449572020-09-012021-08-31g:RetainedEarningsMember336449572021-08-31g:RetainedEarningsMember336449572020-09-01g:FixturesFittingsToolsAndEquipmentMember336449572020-09-012021-08-31g:FixturesFittingsToolsAndEquipmentMember336449572021-08-31g:FixturesFittingsToolsAndEquipmentMember336449572020-09-01g:LeaseholdImprovementsMember336449572020-09-012021-08-31g:LeaseholdImprovementsMember336449572021-08-31g:LeaseholdImprovementsMember336449572021-08-31g:LongtermPayablesToGroupEnterprisesMember336449572020-09-01g:LongtermPayablesToGroupEnterprisesMember336449572021-08-31g:PropertyPlantAndEquipmentMember336449572020-08-31g:PropertyPlantAndEquipmentMember336449572021-08-31g:LongtermInvestmentsAndReceivablesMember336449572020-08-31g:LongtermInvestmentsAndReceivablesMember336449572021-08-31g:TaxLossesMember336449572020-08-31g:TaxLossesMember336449572020-09-012021-08-31g:SubsidiaryMember1336449572021-08-31g:SubsidiaryMember1336449572020-09-012021-08-31g:SubsidiaryMember2336449572020-09-012021-08-31g:SubsidiaryMember3336449572021-08-31g:SubsidiaryMember2336449572021-08-31g:SubsidiaryMember3336449572020-09-01g:DepositsLongtermInvestmentsAndReceivablesMember336449572020-09-012021-08-31g:DepositsLongtermInvestmentsAndReceivablesMember336449572021-08-31g:DepositsLongtermInvestmentsAndReceivablesMemberiso4217:DKKxbrli:pure