42218057 2024-09-01 2025-08-31 42218057 2024-09-01 2025-08-31 0 42218057 2024-09-01 2025-08-31 0 42218057 2024-09-01 2025-08-31 1 42218057 2024-09-01 2025-08-31 2 42218057 2024-09-01 2025-08-31 3 42218057 2024-09-01 2025-08-31 4 42218057 2024-09-01 2025-08-31 5 42218057 2024-09-01 2025-08-31 1 42218057 2024-09-01 2025-08-31 0 42218057 2023-09-01 2024-08-31 42218057 2025-08-31 42218057 2024-08-31 42218057 2024-08-31 fsa:ContributedCapitalMember 42218057 2024-08-31 fsa:RetainedEarningsMember 42218057 2024-09-01 2025-08-31 fsa:RetainedEarningsMember 42218057 2024-08-31 42218057 2024-09-01 2025-08-31 fsa:ContributedCapitalMember 42218057 2025-08-31 fsa:ContributedCapitalMember 42218057 2025-08-31 fsa:RetainedEarningsMember xbrli:pure iso4217:DKK Regnskabsklasse B Årsrapport 30700228 EY Godkendt revisionspartneselskab Cortex park vest 3 5230 Odense m xWizard version 1.1.1480.0, by EasyX Aps. www.easyx.eu 2023-09-01 2024-08-31 Revisionspåtegning Grundlag for konklusion Konklusion 42218057 Spring MidCo DK ApS 2026-02-24 Carsten Hornecker 0 The Board of Directors and the Executive Board have today discussed and approved the annual report of Spring   MidCo DK ApS for the financial year 1 September 2024 - 31 August 2025. 2024-09-01 2025-08-31 The annual report has been prepared in accordance with the Danish Financial Statements Act.   In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31   August 2025 and of the results of its operations for the financial year 1 September 2024 - 31 August 2025.   Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's   review.   We recommend that the annual report be approved at the annual general meeting.   2026-02-24 Martin Sonntag Arnd Kaldowski Chair Nils Philipp Ketter Vice chair Cornelis de Jong Thijs William Bakker Vesa Veikko Koskinen Joan Allison Braca Independent auditor's report   Independent auditor's report   To the shareholder of Spring MidCo DK ApS   Opinion   We have audited the financial statements of Spring MidCo DK ApS for the financial year 1 September 2024 – 31   August 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including   accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act.   In our opinion, the financial statements give a true and fair view of the financial position of the Company 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 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 believe that the audit   evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.   Independence   We are independent of the Company in accordance with the International Ethics Standards Board for Accountants'   International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements   applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these   requirements and the IESBA Code.   Management's responsibilities for the financial statements   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 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.   Auditor's responsibilities for the audit of the financial statements   Our objectives are to obtain reasonable assurance as to 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 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 the financial   statements.   As part of an audit conducted in accordance with ISAs and 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 note   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 the Management's review   Management is responsible for the Management's review.   Our opinion on the financial statements does not cover the 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 the Management's review and,   in doing so, consider whether the 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 the Management's review provides the information required   under the Danish Financial Statements Act.   Based on the work we have performed, we conclude that the 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 the Management's review.   Copenhagen 2026-02-24 EY Godkendt Revisionspartnerselskab EY Godkendt Revisionspartnerselskab 30700228 30700228 Jens Thordahl Nøhr State Authorised Public Accountant mne32212 Mads Vinding State Authorised Public Accountant mne42792 Management's review   Principal activities   The Company's objectives are equity participation in subsidiaries and any other related activity.   Development in activities and financial matters   The income statement for 2024/25 shows a loss before tax of DKK 56 thousand (2023/24: A profit of DKK 170   thousand).   The Company's loss for the year is primarily driven by net administrative expenses.   Events after the balance sheet date   No events materially affecting the Company's financial position have occurred subsequent to the financial year-end.   41000 42000 -41000 -42000 -41000 -42000 0 227000 15000 15000 -56000 170000 0 0 -56000 170000 -56000 170000 5672412000 5631289000 5672412000 5631289000 3920000 4000 33000 34000 3924000 67000 5676336000 5631356000 1000000 1000000 5671393000 5630326000 5672393000 5631326000 3905000 38000 0 30000 30000 3943000 3943000 30000 5676336000 5631356000 1000000 5630326000 41123000 -56000 5631326000 41123000 -56000 0 0 1000000 5671393000 5672393000 The annual report of Spring MidCo DK ApS for 2024/25 has been prepared in accordance with the provisions in the   Danish Financial Statements Act applying to reporting class B entities and elective choice of certain provisions   applying to reporting class C entities.   Pursuant to section 112(1) of the Danish Financial Statements Act, the Company has not prepared consolidated   financial statements. The financial statements of Spring MidCo ApS and its group entities are included in the   consolidated financial statements of Spring TopCo DK ApS.   Reporting currency   The financial statements are presented in Danish kroner (DKK'000).   Foreign currency translation   On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the   transaction date. Foreign exchange differences arising between the exchange rate at the transaction date and the   rate at the date of payment are recognised in the income statement as financial income or financial expenses.   Receivables, 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.   Income statement   Administrative expenses   Administrative expenses comprise expenses relating to the administration of the company.   Financial expenses   Finance expenses comprise expenses related to interest.   Tax for the year   Tax for the year comprises current tax for the year and changes in deferred tax. The tax expense relating to the   result for the year is recognised in the income statement, and the tax expense relating to amounts recognised   directly in equity is recognised directly in equity.   Balance sheet   Financial assets   Equity investments in subsidiaries are measured at cost. Cost includes the consideration measured at fair value plus   direct acquisition costs. In case of indication of impairment, an impairment test is conducted. Equity investments   are written down to the lower of the carrying amount and the recoverable amount.   Impairment of non-current assets   The carrying amount of equity investments in subsidiaries is tested annually for evidence of impairment other than   the decrease in value reflected by amortisation/depreciation.   Impairment tests are conducted on individual assets or cash-generating units when there is indication of   impairment. Write-down is made to the lower of the carrying amount and the recoverable amount.   The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is   calculated as the present value of the expected net cash flows from the use of the asset or the group of assets.   Previously recognised impairment losses are reversed when the reason for recognition no longer exists. Impairment   losses on goodwill are not reversed.   Receivables   Receivables are measured at amortized cost, usually equalling nominal value less provisions for bad and doubtful   debts. The provisions are based on a specific assessment of the individual receivable.   Cash   Cash at bank comprise cash and bank deposits.   Corporation tax and deferred tax   Current tax payables and receivables are recognised in the balance sheet as tax computed on the taxable income for   the year, adjusted for tax on taxable income in previous years and tax paid on account.   Deferred tax is measured using the balance sheet liability method on all temporary differences between the   carrying amount and the tax base of assets and liabilities.   Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which they are   expected to be utilised, either through elimination against tax on future earnings or through a set-off against   deferred tax liabilities within the same legal tax entity. Any deferred net assets are measured at net realisable   values.   Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when   the deferred tax is expected to crystallise as current tax. Changes in deferred tax due to changes in tax rates are   recognised in the income statement.   Liabilities other than provisions   Liabilities are measured at net realisable value.   Notes   2 Staff costs   The Company does not have any employees or staff costs.   3 Equity investments in subsidiaries   Key figures for the Company's subsidiary at 31 August 2025:   Ownership   Profit/loss   Name and registered office (DKK’000)   interest   Equity1)  for the year1)  Oterra Holding ApS   100%   3,982,151   (391,680)   1) Based on the consolidated financial statements for 2024/25 for Oterra Holding ApS, which include the below listed entities   on a consolidated basis   3 Equity investments in subsidiaries (continued)   Group companies   Consolidated   Legal entity name   Country   Activity   ownership %   Oterra Holding ApS   Denmark   100   O OterraFrance SAS Bureau de liaison  Algeria   100   S Oterra Australia Pty Ltd   Australia   100   S Local HoldCo Brazil Ltda.   Brazil   100   O NCD Brasil Indústriae Comércio deCorantes Naturais Ltda  Brazil   100   P,   S Akay Flavors and Aromatics (Cambodia) Private Ltd.   Cambodia   100   S Oterra Shanghai Trading Co., Ltd 1)   China   100   S Oterra S.A.S   Colombia   100   S Oterra A/S   Denmark   100   P,   S Oterra Operations ApS   Denmark   100   S OterraFrance SAS  France   100   P,   S Akay Europe GmbH   Germany   100   S Oterra GmbH   Germany   100   S AKAY NATURAL INGREDIENTS PRIVATE LIMITED   India   100   P,   S Akay Spices Private Ltd.   India   100   S OterraOperations ApS, Indonesia Representative Office  Indonesia   100   S OterraOperations ApS, Irish Branch  Ireland   100   S Oterra Italia S.p.A   Italy   100   P,   S Oterra S.p.A   Italy   100   S EG industrialeS.r.l.  Italy   100   S OTERRA TRADING MALAYSIA SDN. BHD.   Malaysia   100   S Oterra México S.A. de C.V.   Mexico   100   S Oterra Peru S.A.C 1)   Peru   100   S Oterra S.A. 1)   Peru   100   P,   S Oterra Poland sp. Z o. o.   Poland   100   S Oterra Rus LLC   Russia   100   S Oterra Singapore PTE. LTD.   Singapore   100   S OTERRA INDIGO PTE. LTD.   Singapore   100   O Oterra Colors Spain SLU   Spain   100   O SociedadEspanola de Colorantes Naturales y Afines SAU  Spain   100   P,   S OterraMiddle East FZ-LLC  UAE   100   S Oterra UK Limited   UK   100   S Akay US LLC   USA   100   S Oterra Holdings, LLC   USA   100   O Oterra US Holdings, LLC   USA   100   O Oterra, LLC   USA   100   P,   S Food Ingredient Solutions, LLC   USA   100   P,   S The Representative Office of Oterra A/S in Ho Chi Minh City   Vietnam   100   S Joint ventures:   Vitivinícola Ramírez sl   Spain   50.0   S Erkon Konsantre Sanayi Ve Ticaret Anonim Şirketi   Turkey   50.0   S P – Production   S – Sales   O - Other   4 Share capital   DKK’000   2025   2024   The share capital comprises:   1,000,000 shares of nom. DKK 1.0 each   1,000   1,000   1,000   1,000   5 Contractual obligations and contingencies, etc.   Contingent liabilities   The Company is jointly taxed with its Parent Company Spring TopCo DK ApS, which acts as management company,   and is jointly and severally liable with other jointly taxed group entities for payment of Danish corporation taxes for   the income year 2021 onwards.   Individual assets directly pledged   2025   DKK’000   Equity investment in Oterra Holding ApS   5,672,412   5,672,412   6 Related parties   Spring MidCo DK ApS' related parties comprise the following:   Parties exercising control   Related party   Domicile   Basis for control   Spring TopCo DK ApS   Agern Allé 24   Parent entity   2970 Hørsholm, Denmark   Information about consolidated financial statements   Requisitioning of the parent company’s   Parent   Domicile   consolidated financial statements   Spring TopCo DK ApS   Agern Allé 24   www.cvr.dk   2970 Hørsholm, Denmark