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2023-12-31 43951173 Framna Holding ApS Njalsgade 21F, st. 2300 Copenhagen Copenhagen 2023-03-29 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Strandvejen 44 2900 Hellerup Denmark 39 45 39 45 koebenhavn@pwc.dk 2025-06-23 Jack Wolton Regnskabsklasse C, stor virksomhed Revisionspåtegning The Executive Board and Board of Directors have today considered and adopted the Annual Report of Framna Holding ApS for the financial year 1 January - 31 December 2024. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements and the Consolidated Financial Statements give a true and fair view of the financial position at 31 December 2024 of the Company and the Group and of the results of the Company and Group operations and of consolidated cash flows for 2024. In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review. We recommend that the Annual Report be adopted at the Annual General Meeting. 2025-06-23 Copenhagen Joacim Michailidis Jeppesen Stig Frimann Poulsen Nicklas Skou Guldberg Chairman Joacim Michailidis Jeppesen Christian Skovsgaard Stig Frimann Poulsen Kasper Holm Lyngbirk To the shareholders of Framna Holding ApS Opinion In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2024 and of the results of the Group’s and the Parent Company’s operations as well as of the consolidated cash flows for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Framna Holding ApS for the financial year 1 January - 31 December 2024, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for both the Group and the Parent Company, as well as consolidated statement of cash flows (”the Financial Statements”). 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 Group 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. 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 consolidated financial statements and parent company 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 Group´s and the Parent 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 Group or the Parent 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 Group´s and the Parent 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 Group´s and the Parent 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 Group and the Parent 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. Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. 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. 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, in our view, Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Hellerup 2025-06-23 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Thomas Baunkjær Andersen State Authorised Public Accountant mne35483 Oliver Svane State Authorised Public Accountant mne49837 475000 358000 0.782 0.723 0.019 -0.012 0.008 -0.003 0.445 0.504 -0.089 -0.08 *Approach to ESG* The Framna Group is under the Danish financial statements act required to report on Environmental, Social and Governance topics (ESG). The Group is following the guidelines set out by Waterland Private Equity in their Policy of Responsible Investing and believes that a responsible attitude with respect to ESG has a positive influence on corporate and financial performance. Framna Group is compliant with the legal requirements in the areas of climate change, environment, human rights, employee conditions and anti-corruption. *Business Model* Please see sections “Key activities” and “Development in the year”, above. *Primary ESG Related Risks and Policies* The Framna Group acknowledges that there are ESG related risks associated with its business model, however limited within the areas of climate change, environment, human rights, employee conditions and anti-corruption. Through 2024, the Group has implemented several ESG related policies, among others including Anti-Corruption and Bribery, Whistleblowing, and Anti Money Laundering. The process of developing and implementing further ESG related policies will continue during 2025 where several new policies as for example a new Group-wide Data Protection Policy, and AI policy will be implemented. *Climate changes and environment* Due to the nature of the Framna Group's operations, management does not consider that there are significant climate and environmental risks and therefore no specific policies have been implemented in 2024.The management of the Group will implement necessary policies and procedures on an ongoing basis. *Human Rights* Due to the nature and geographical location of its operations within EU and USA no specific/additional policies on human rights have been implemented due to management’s assessment of this as a low-risk area. Nevertheless, the question of wording such a policy is periodically discussed by both management and the Board of Directors. *Employee conditions* The Framna Group follows all relevant legislation in the countries where it operates The Framna Group is dependent on attracting and retaining employees with the right knowledge to maintain its position as a partner for digital product development. During 2024, the Group provided employees with opportunities to learn and grow through training courses, conferences, exhibitions, and inspirational tours. The Group strives towards achieving broader gender representation by recruitment. Both male and female employees are encouraged to develop their competences and careers. In all cases the best qualified person will be employed for the job. We strive to treat each other with respect in every way. We require that people respect each other and their competences, both externally and internally. This also means that we do not denounce our colleagues externally. We have established a whistleblower program across all our Group companies. This initiative has been effectively communicated to all employees, both within individual subsidiaries and during management meetings. In 2024, there were no reported incidents, and we anticipate the same for 2025. Ensuring a transparent and accountable work environment is essential, and we encourage employees to come forward if they have any concerns or observations. *Anti-Corruption and bribery* The operations of the Group are predominantly within the EU and USA, but we also serve certain clients outside these geographical regions, in higher risk jurisdictions. The Group follows all applicable legislation and in 2025 the Group will be implementing group-wide anti-bribery and corruption and anti-money laundering policies. Our comprehensive whistleblower program across all markets also acts as a mean to monitor cases of corruption and bribery. In 2024, there were no reported incidents. Ensuring a transparent and accountable work environment is essential, and we encourage employees to come forward if they have any concerns or observations. We maintain a zero-tolerance policy towards corruption and bribery, which has been effectively communicated to all employees across our group companies. Upholding ethical standards and fostering a culture of integrity are paramount to our organization’s success. The Group views data privacy and security as a fundamental component of doing business. Our data protection policies and practices are focused on processing, sharing and storing personal information appropriately and lawfully, while providing confidentiality, integrity and availability. Our markets have implemented a range of local policies including data protection policies, data retention policies and staff privacy policies. In 2025, we will be implementing group-wide policies relating to data privacy and security. Doing the right thing even when nobody is looking is important for us. We expect that everyone follows this mantra as it builds trust, both internally and externally. The Group handles data in relation to staff, suppliers, and customers. This includes operational, financial, and personal information. In this connection, the Group works continuously with the treatment of data ethics issues. As we embrace the transformative potential of artificial intelligence (AI), we recognize the exciting opportunities it brings to our company. AI promises to enhance creativity, unlock new possibilities, and boost productivity. To fully leverage these benefits, we encourage all colleagues to utilize AI tools that enable smarter and more efficient work processes. However, as stewards of sensitive information, we communicate that our colleagues must adhere to confidentiality and transparency when applying AI to shape our work and data. The Framna Group wants to be a good corporate citizen. We support high-quality standards for data protection and integrity. We will continue to follow best practices in this constantly evolving area. Key activities The Framna Group partners with leading international and local brands and enterprises in crafting their digital products. The services are based on a commitment to the clients and making them category leaders in each of their market segments. The services are delivered via standing products teams, projects or on a consultancy basis. Framna is currently present in four markets, being Denmark, Sweden, the Netherlands and USA. Framna has more than 450 employees and had a revenue of 52,615 tEUR in 2024. Development in the year 2024 is the first full year of trading for Framna. In August 2024, Framna successfully acquired Move Group Agency B.V. Move Group Agency B.V. is a leading Dutch digital agency with activities primarily in the Netherlands and USA. The acquisition is an important step towards our ambition to create the world’s leading digital product agency. In 2024 revenue grew to 52,332 tEUR while EBT decreased to a loss of 4,706 tEUR The focus in 2024 was the successful integration of Move Group Agency B.V. whilst continuing to offer excellent service to existing clients; and at the same time continuing to attract and onboard new business. The past year and follow-up on development expectations from last year The Group met the revenue target set in the financial statement for 2023, however the EBT for 2024 was impacted negatively by costs associated with the acquisition and integration of Move Group Agency BV, and by FX adjustments resulting from the developments in SEK exchange rates. Special risks - operating risks and financial risks The Group continually reviews strategic and operational risks within its compliance framework. It has been assessed that there are no significant individual risks to the operations of the Group. Financial risks are limited to currency and interest rate fluctuations. Sales and purchases across the group are mainly affected in the following currencies: DKK, SEK, EUR, & USD. Within these currencies there is a high degree of natural hedging which means no further hedging instruments are currently required.Management continually assesses the position as to currency requirements and therefore the need for forward exchange contracts. Management is also continuously assessing the risk of increased costs due to potential future interest rate increases on borrowing facilities and are taking the necessary steps to manage the risk, e.g. by the use of forward contracts. Targets and expectations for the year ahead The expected revenue range for the financial year 2025 is to be around 55,000-65,000 tEUR, with EBT of 0 – 2,000 tEUR. Focus for 2025 will be to continue to grow organically through existing and new clients. The expectation is based on a number of assumptions, including normal market conditions. Research and development The Group has no significant research and development activities per 31 December 2024. Intellectual capital resources The Group is dependent on attracting and retaining employees with the right knowledge to maintain its position as a partner for digital product development. Framna strives to create a work environment in which every employee thrives. Uncertainty relating to recognition and measurement There has been no uncertainty regarding recognition and measurement in the Annual Report. Unusual events The financial position at 31 December 2024 of the Group and the results of the activities and cash flows of the Group for the financial year for 2024 have not been affected by any unusual events. Subsequent events No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. 52332492 23612742 0 0 88191 0 0 0 133610 71037 0 0 214545 109422 0 0 11429215 6508996 76128 57931 40910533 17065361 -76128 -57931 33071515 14038155 0 0 6831322 3305268 0 0 1007696 -278062 -76128 -57931 183698 1392461 71099 2142 5897257 2723684 4240 15 -4705863 -1609285 -9269 -55804 55087 434843 -2035 -6084 -4760950 -2044128 -7234 -49720 171076 34524 0 0 -4932026 -2078652 -7234 -49720 9766 11405 0 0 64744005 48441717 0 0 87987 0 0 0 101033733 80700999 0 0 36191975 32247877 0 0 1207298 658202 0 0 1185745 98554 0 0 2393043 756756 0 0 0 0 58644742 49245801 294447 221638 0 0 294447 221638 58644742 49245801 103721223 81679393 58644742 49245801 7274045 6468578 0 0 985398 2090146 0 0 0 5367 2561332 733508 2363628 551717 0 0 0 0 5675 6085 574057 195351 0 0 0 0 1646 0 1108984 665326 0 0 12306112 9976485 2568653 739593 10750118 9282657 1149492 998208 23056230 19259142 3718145 1737801 126777453 100938535 62362887 50983602 42677 36451 42677 36451 0 0 0 0 583271 1705631 0 0 55339392 48883203 62289423 50912129 55965340 50625285 62332100 50948580 443780 250926 0 0 56409120 50876211 62332100 50948580 7915951 6653585 0 0 7915951 6653585 0 0 55279889 36465300 0 0 97033 162715 0 0 412523 431254 0 0 55789445 37059269 0 0 32703 33744 0 0 268100 170236 0 0 630644 1068205 0 0 0 2248 0 15064 0 338146 0 0 558236 546534 0 0 5165042 4153930 30787 19958 8212 36427 0 0 6662937 6349470 30787 35022 62452382 43408739 30787 35022 126777453 100938535 62362887 50983602 36451 0 1705631 48883203 50625285 250926 0 0 1122360 0 1122360 -21778 6226 11388215 0 0 11394441 0 0 0 0 -4932026 -4932026 171076 0 -11388215 0 11388215 0 0 42677 0 583271 55339392 55965340 443780 36451 0 50912129 0 0 3687 6226 11388215 0 0 0 -7234 0 -11388215 11388215 42677 0 62289423 -4760950 -2044128 12807096 5063456 -74943 -108931 7971203 2910397 183698 40776 -5045730 -2723684 3109171 227489 -849618 -1003381 2259553 -775892 -88191 -11505 -475094 -142250 -82743 -106369 -30135636 -77636360 -30781664 -77896484 -66723 -67125 19000000 36465300 11394441 51218712 -338146 338146 29989572 87955033 1467461 9282657 9282657 0 10750118 9282657 10750118 9282657 10750118 9282657 No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. Geographical segments Sweden 29227009 14305899 0 0 Denmark 11442010 6502178 0 0 Netherlands 3154650 0 0 0 Europa, other 2092307 1350856 0 0 Rest of the world 6416516 1453809 0 0 Total 52332492 23612742 0 0 The Group is not considered to have different business segments. 26270399 11412838 0 0 1148050 459013 0 0 4632560 1891724 0 0 1020506 274580 0 0 33071515 14038155 0 0 400 185 0 0 Remuneration to the Executive Board has not been disclosed in accordance with section 98 B(3) of the Danish Financial Statements Act. Since two operating entities in the Group has been acquired during the financial year, the average number of employees does not reflect the number of full time employees end of the year. At 31 December 2024 the Group has 458 full-time employees. 6462761 3171739 0 0 368561 133529 0 0 6831322 3305268 0 0 0 0 49171 0 100532 8691 21928 2142 83166 1383770 0 0 183698 1392461 71099 2142 4871318 2635658 4240 15 1025939 88026 0 0 5897257 2723684 4240 15 650716 815290 -1646 0 -604502 -380447 -389 -6084 -23099 0 -799 0 31972 0 799 0 55087 434843 -2035 -6084 34154613 11405 49795393 0 -682049 -11 -1140534 -204 8280264 0 20274750 0 0 0 0 88191 0 0 106858 0 41752828 11394 68822751 87987 1906736 0 1353676 0 -43703 0 -38243 0 3697820 1628 2763313 0 5560853 1628 4078746 0 36191975 9766 64744005 87987 Goodwill is amortised on a straight-line basis over its useful life, which is deemed at 20 years. The estimated useful life is based on the company's market- and commercial position and the strength in the operation and thus the expected earnings profile.Customer rights is amortised on a straight-line basis over its useful life, which is deemed at 8-10 years.De­ve­lop­ment projects in progress consist of FramnAI, which is an internally developed AI-powered knowledge base for accelerating skills sharing within and between our studios and markets. It also aims to be able to search and connect information between existing knowledge bases across the Group. The development project is expected to increase quality of the Groups services and increase the Group's profitability. 778348 113747 -14118 -1788 418912 1139766 458067 17027 17178 0 1624031 1268752 120146 15193 -3981 -179 300568 67993 416733 83007 1207298 1185745 120695 0 49245801 0 9398941 49245801 58644742 49245801 58644742 49245801 Framna ApS Copenhagen, Denmark 100 61071769 3178054 221638 -9934 82743 294447 294447 Investments in subsidiaries are specified as follows: Selling price of work in progress 1065078 2178367 0 0 Payments received on account -79680 -88221 0 0 Total 985398 2090146 0 0 Recognised in the balance sheet as follows: Contract work in progress recognised in assets 985398 2090146 0 0 Total 985398 2090146 0 0 Prepayments comprise prepaid expenses concerning rent, insurance premiums and subscriptions etc. Deferred tax liabilities at 1 January 6653585 0 -6085 0 Net effect from merger and acquisition 1998897 6717043 0 0 Exchange rate adjustments -164001 316989 0 -1 Amounts recognised in the income statement for the year -572530 -380447 410 -6084 Deferred tax liabilities at 31 December 7915951 6653585 -5675 -6085 The recognised deferred tax liability is primary related to the purchase of Framna Denmark ApS, Framna Sweden AB, Novasa Interactive ApS and Move Agency Group B.V. and the Swedish 'Periodiseringsfond', where taxation of income can be postponed to subsequent years. 55279889 36465300 0 0 55279889 36465300 0 0 0 0 0 0 0 0 0 0 97033 162715 0 0 97033 162715 0 0 32703 33744 0 0 0 0 0 0 412523 431254 0 0 412523 431254 0 0 5165042 4153930 30787 19958 Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt. The debt falls due for payment as specified below: Credit institutions Lease obligations Other payables Derivative financial instruments contracts in the form of interest rate caps on loans to credit institutions have been concluded. At the balance sheet date, the fair value of derivative financial instruments amounts to: Assets 0 2335 0 0 Deferred income consists of payments received in respect of income in subsequent years. 183698 1392461 5897257 2723684 6831322 3305268 55087 434843 12807096 5063456 207128 -7878 969727 -1405819 1044670 -1296888 -74943 -108931 Rental and lease obligations Lease obligations under operating leases. Total future lease payments: Within 1 year 4204576 1428605 0 0 Between 1 and 5 years 4179218 512119 0 0 Total 8383794 1940724 0 0 Other contingent liabilities The group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable by the Group amounts to DKK 0. Moreover, the group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Group’s liability. The Company’s shares in subsidiaries have been provided as security for bank loans in subsidiaries. The Company’s shares have been provided as security for bank loans in other group entreprises. Group entreprises have provided surety in respect of bank loans of other group enterprises. Basis Controlling interest WPEF VIII Holdco 33 B.V., NetherlandsThe Company controls the majority of the votes in the Framna Holding ApS group due to specific rights in the ownership agreement between the parties. Ownership: 25-33,32%. Transactions The Company has chosen only to disclose transactions which have not been made on an arm's length basis in accordance with section 98(c)(7) of the Danish Financial Statements Act. 71532 52991 46026 7714 70162 59011 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab The Annual Report of Framna Holding ApS for 2024 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to large enterprises of reporting class C. The accounting policies applied remain unchanged from last year. The Consolidated Financial Statements and the Parent Company Financial Statements for 2024 are presented in EUR. true Revenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset 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 out of the Company, and the value of the liability can be measured reliably. Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Basis of consolidation The Consolidated Financial Statements comprise the Parent Company, Framna Holding ApS, and subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or in which the Parent Company, through share ownership or otherwise, exercises control. Enterprises in which the Group holds between 20% and 50% of the votes and exercises significant influence but not control are classified as associates. On consolidation, items of a uniform nature are combined. Elimination is made of intercompany income and expenses, shareholdings, dividends and accounts as well as of realised and unrealised profits and losses on transactions between the consolidated enterprises. The Parent Company's investments in the consolidated subsidiaries are set off against the Parent Company's share of the net asset value of subsidiaries stated at the time of consolidation. Minority interests Minority interests form part of the Group's total equity. Upon distribution of net profit, net profit is broken down on the share attributable to minority interests and the share attributable to the shareholders of the Parent Company. Minority interests are recognised on the basis of a remeasurement of acquired assets and liabilities to fair value at the time of acquistition of subsidiaries. Business acquisitions carried through on or after 1 July 2018 Minority interests are initially measured at their proportionate share of the fair value of the acquired entity’s identifiable net assets. In this way, only goodwill related to the Parent Company’s share of the entity acquired is recognised. On subsequent changes to minority interests where the Group retains control of the subsidiary, the consideration is recognised directly in equity. Business combinations Business acquisitions carried through on or after 1 July 2018 Acquisitions of subsidiaries are accounted for using the purchase method under which the identifiable assets and liabilities of the entity acquired are measured at fair value at the time of acquisition. Acquired contingent liabilities are recognised at fair value in the Consolidated Financial Statements to the extent that the value can be measured reliably. The time of acquisition is the time when the Group obtains control of the entity acquired. The cost of the entity acquired is the fair value of the consideration agreed, including consideration contingent on future events. Transaction costs directly attributable to the acquisition of subsidiaries are recognised in the income statement as incurred. Positive differences between the cost of the entity acquired and identifiable assets and liabilities are recognised as goodwill in intangible assets in the balance sheet and are amortised in the income statement on a straight-line basis over their estimated useful lives. Where the differences are negative, they are recognised immediately in the income statement. Where the purchase price allocation is not final, positive and negative differences from acquired subsidiaries due to changes to the recognition and measurement of identifiable net assets may be adjusted for up to 12 months after the time of acquisition. These adjustments are also reflected in the value of goodwill or negative goodwill, including in amortisation already made. Where cost includes contingent consideration, this is measured at fair value at the time of acquisition. Contingent consideration is subsequently measured at fair value. Any value adjustments are recognised in the income statement. In respect of step acquisitions, any previously held investments in the entity acquired are remeasured at fair value at the time of acquisition. The difference between the carrying amount of the investment previously held and the fair value is recognised in the income statement. Leases in terms of which the Group assumes substantially all the risks and rewards of ownership (finance leases) are recognised in the balance sheet at the lower of the fair value of the leased asset and the net present value of the lease payments computed by applying the interest rate implicit in the lease or an alternative borrowing rate as the discount rate. Assets acquired under finance leases are depreciated and written down for impairment under the same policy as determined for the other fixed assets of the Group. The remaining lease obligation is capitalised and recognised in the balance sheet under debt, and the interest element on the lease payments is charged over the lease term to the income statement. All other leases are considered operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Eur is used as the presentation currency. All other currencies are regarded as foreign currencies. Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity. Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the transaction date rates are recognised in financial income and expenses in the income statement; however, see the section on hedge accounting. Income statements of foreign subsidiaries and associates that are separate legal entities are translated at transaction date rates or approximated average exchange rates. Balance sheet items are translated at the exchange rates at the balance sheet date. Exchange adjustments arising on the translation of the opening equity and exchange adjustments arising from the translation of the income statements at the exchange rates at the balance sheet date are recognised directly in equity. Derivative financial instruments are initially recognised in the balance sheet at cost and are subsequently remeasured at their fair values. Positive and negative fair values of derivative financial instruments are classified as ”Other receivables” and ”Other payables”, respectively. Changes in the fair values of derivative financial instruments are recognised in the income statement unless the derivative financial instrument is designated and qualify as hedge accounting. Revenue from the sale of goods is recognised when the risks and rewards relating to the goods sold have been transferred to the purchaser, the revenue can be measured reliably and it is probable that the economic benefits relating to the sale will flow to the Group. Contract work in progress (construction contracts) is recognised at the rate of completion, which means that revenue equals the selling price of the work completed for the year (percentage-of-completion method). This method is applied when total revenues and expenses in respect of the contract and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Group. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the contract. Services are recognised at the rate of completion of the service to which the contract relates by using the percentage-of-completion method, which means that revenue equals the selling price of the service completed for the year. This method is applied when total revenues and expenses in respect of the service and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Group. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the service. Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Direct expenses primarily include operating expenses for the year. Other external expenses comprise expenses for premises, sales as well as office expenses, 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 amortisation, depreciation and impairment of intangible assets and property, plant and equipment. Other operating income and other operating expenses comprise items of a secondary nature to the main activities of the Group, including gains and losses on the sale of intangible assets and property, plant and equipment. Dividends from subsidiaries are recognised as income in the income statement when adopted at the General Meeting of the subsidiary. However, dividends relating to earnings in the subsidiary before it was acquired by the Parent Company are set off against the cost of the subsidiary. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax for the year consists of current tax for the year and deferred tax for the year. The tax attributable to the profit for year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity. Any changes in deferred tax due to changes to tax rates are recognised in the income statement. The Company is jointly taxed with it's Danish subsidiaries. The tax effect of the joint taxation with the subsidiaries is allocated to Danish enterprises showing profits or losses in proportion to their taxable incomes (full allocation with credit for tax losses). Goodwill is amortised on a straight-line basis over the estimated useful life of 20 years, determined on the basis of Management’s experience with the individual business areas. The estimated useful life is based on the company's market- and commercial position and the strength in the operation and thus the expected earnings profile. Costs of development projects comprise salaries, amortisation and other expenses directly or indirectly attributable to the Company’s development activities. Development projects that are clearly defined and identifiable and in respect of which technical feasibility, sufficient resources and a potential future market or development opportunity in the enterprise can be demonstrated, and where it is the intention to manufacture, market or use the project, are recognised as intangible assets. This applies if sufficient certainty exists that the value in use of future earnings can cover cost of sales, distribution and administrative expenses involved as well as the development costs. Development projects that do not meet the criteria for recognition in the balance sheet are recognised as expenses in the income statement as incurred. Capitalised development costs are measured at cost less accumulated amortisation and impairment losses or at a lower recoverable amount. As of the date of completion, capitalised development costs are amortised on a straight-line basis over the period of the expected economic benefit from the development work. The amortisation period is 3 year. Patents and rights are measured at cost less accumulated amortisation and less any accumulated impairment losses or at a lower value in use. Customer relations acquired is measured at cost less accumulated amortisation. Customer relations are amortised on a straight-line basis over its useful life, which is assessed at 8-10 years. Acquired other similar rights is measured at cost less accumulated amortisation. Acquired other similar rights are amortised on a straight-line basis over its useful life, which is assessed at 3 years Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are: Other fixtures and fittings, tools and equipment 3-5 years Leasehold improvements 3-5 years The fixed assets’ residual values are determined at nil. Depreciation period and residual value are reassessed annually. The carrying amounts of intangible assets and property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation. If so, the asset is written down to its lower recoverable amount. Investments in subsidiaries are measured at cost. Where cost exceeds the recoverable amount, write-down is made to this lower value. Other fixed asset investments consist of deposits. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. Contract work in progress is measured at selling price of the work performed calculated on the basis of the stage of completion. The stage of completion is measured by the proportion that the contract expenses incurred to date bear to the estimated total contract expenses. Where it is probable that total contract expenses will exceed total revenues from a contract, the expected loss is recognised as an expense in the income statement. Where the selling price cannot be measured reliably, the selling price is measured at the lower of expenses incurred and net realisable value. Payments received on account are set off against the selling price. The individual contracts are classified as receivables when the net selling price is positive and as liabilities when the net selling price is negative. Expenses relating to sales work and the winning of contracts are recognised in the income statement as incurred. Prepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. Deferred tax is recognised in respect of all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised in respect of temporary differences concerning goodwill not deductible for tax purposes and other items - apart from business acquisitions - where temporary differences have arisen at the time of acquisition without affecting the profit for the year or the taxable income. Deferred tax is measured on the basis of the tax rules and tax rates that will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. In cases where the computation of the tax base may be made according to alternative tax rules, deferred tax is measured on the basis of the intended use of the asset and settlement of the liability, respectively. Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferred tax liabilities. Deferred tax assets and liabilities are offset within the same legal tax entity. Current tax receivables and liabilities are recognised in the balance sheet at the amount calculated on the basis of the expected taxable income for the year adjusted for tax on taxable incomes for prior years. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously. Loans, such as loans from credit institutions, are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period. Other debts are measured at amortised cost, substantially corresponding to nominal value. Deferred income comprises payments received in respect of income in subsequent years. With reference to section 86(4) of the Danish Financial Statements Act, the Parent Company has not prepared a cash flow statement for the Company itself but has only prepared a cash flow statement for the Group. The cash flow statement shows the Group’s cash flows for the year broken down by operating, investing and financing activities, changes for the year in cash and cash equivalents as well as the Group’s cash and cash equivalents at the beginning and end of the year. Cash flows from operating activities are calculated as the net profit/loss for the year adjusted for changes in working capital and non-cash operating items such as depreciation, amortisation and impairment losses, and provisions. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents. Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property, plant and equipment as well as fixed asset investments. Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payments to and from shareholders. Cash and cash equivalents comprise ”Cash at bank and in hand” and ”Overdraft facilities”. The cash flow statement cannot be immediately derived from the published financial records. Gross margin Gross profit x 100 / Revenue Profit margin Profit/loss of primary operations x 100 / Revenue Return on assets Profit/loss of primary operations x 100 / Total assets at year end Solvency ratio Equity at year end x 100 / Total assets at year end Return on equity Net profit for the year x 100 / Average equity