41801298 2025-01-01 2025-12-31 41801298 2025-01-01 2025-12-31 1 41801298 2025-01-01 2025-12-31 1 41801298 2025-01-01 2025-12-31 1 41801298 2025-01-01 2025-12-31 2 41801298 2024-01-01 2024-12-31 41801298 2025-12-31 41801298 2024-12-31 41801298 2025-01-01 d:ContributedCapitalMember 41801298 2025-01-01 d:RetainedEarningsMember 41801298 2025-01-01 2025-12-31 d:ContributedCapitalMember 41801298 2025-01-01 2025-12-31 d:RetainedEarningsMember 41801298 2025-12-31 d:ContributedCapitalMember 41801298 2025-12-31 d:RetainedEarningsMember iso4217:DKK xbrli:pure Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2025-01-01 2025-12-31 2024-01-01 2024-12-31 41801298 ZTLment ApS Linnésgade 20A, 2. 1361 København K 2020-10-28 København https://www.ztlment.com/ EY Godkendt Revisionspartnerselskab 30700228 Dirch Passers Allé 36 2000 Frederiksberg Danmark +45 73 23 30 00 2026-07-03 Anders Dalgaard Sørensen Regnskabsklasse B Revisionspåtegning Grundlag for konklusion Konklusion true true 2026-07-02 2026-07-02 CaseWare Working Papers Today, the Board of Directors and the Executive Board have discussed and approved the annual report of ZTLment ApS for the financial year 1 January - 31 December 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 financial position of the Company at 31 December 2025 and of the results of the Company's operations for the financial year 1 January - 31 December 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. Copenhagen Mads Stolberg-Mathieu Anders Dalgaard Sørensen Chairman Miguel Alexandre Calado de Albuquerque e Azevedo Moura To the shareholder of ZTLment ApS We have audited the financial statements of ZTLment ApS for the financial year 1 January - 31 December 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 December 2025 and of the results of the Company's operations for the financial year 1 January - 31 December 2025 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.IndependenceWe 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 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. 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 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 the 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 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. 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 Statement Act. We did not identify any material misstatement of the Management's review. Copenhagen Thomas Hjortkjær Petersen State Authorised Public Accountant mne33748 The company's purpose is to conduct business with trade and service within the area of financial services (fintech) and other related business. The income statement for 2025 shows a loss of DKK 8,253,860 against a loss of DKK 9,841,375 last year, and the balance sheet at 31 December 2025 shows equity of DKK 2,212,234. The company completed a capital injection during June 2026 to manage its capital buffer against increased volumes. Besides this, no other events with a material impact on the Company's financial position have occurred subsequent to the financial year-end. -3519828 -4508469 4677279 5327278 -8197107 -9835747 25430 110216 82183 115844 -8253860 -9841375 0 0 -8253860 -9841375 -8253860 -9841375 67888 216617 67888 216617 67888 216617 199677 0 3194 0 43110 31615 245981 31615 4890349 3219523 5136330 3251138 5204218 3467755 169110 169109 2043124 1800325 2212234 1969434 0 944174 0 944174 139256 74640 2852728 479507 2991984 554147 2991984 1498321 5204218 3467755 169109 1800325 1 8496659 -8253860 169110 2043124 The Company’s warrants are recognised as part of equity upon exercise, whereby the resulting capital increase is recognised as share capital and share premium. In accordance with the Company’s Articles of Association, the Board of Directors is authorised to issue up to 19,034 warrants with a nominal value of DKK 1 each until 1 July 2027. In addition, the executive management body is authorised to issue a total of 7,220 warrants with a nominal value of DKK 1 each until 7 March 2029. Upon exercise of warrants, the Company’s share capital increases corresponding to the subscribed shares, and any premium is recognised as share premium. The annual report of ZTLment ApS for 2025 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. The accounting policies used in the preparation of the financial statements are consistent with those of last year. Reporting currencyThe financial statements are presented in Danish kroner (DKK). On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses.Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate 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 most recent financial statements is recognised in the income statement as financial income or financial expenses. Income from the rendering of services is recognised as revenue as the services are rendered. Accordingly, revenue corresponds to the market value of the services rendered during the year (percentage-of-completion method). The items revenue, other operating income and external expenses have been aggregated into one item in the income statement called gross profit/loss in accordance with section 32 of the Danish Financial Statements Act. Other operating income comprise items secondary to the principal activities of the Company, including compensation, government grants. Compensation and grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them and the grants will be received. Staff costs comprise wages and salaries, including holiday allowance and pensions, and other social security costs, etc., for the Company's employees. Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity.The Company and its Danish group entities are jointly taxed. The total Danish income tax charge is allocated between profit/loss-making Danish entities in proportion to their taxable income (full absorption).Jointly taxed entities entitled to a tax refund are reimbursed by the management company based on the rates applicable to interest allowances, and jointly taxed entities which have paid too little tax pay a surcharge according to the rates applicable to interest surcharges to the management company. DepositsNon-current receivables, which comprise deposits from rental contracts are measured at amortised cost. Non-current receivables, which comprise deposits from rental contracts are measured at amortised cost. The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables.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 has been impaired, an impairment loss is recognised on an individual basis.Receivables in respect of which there is no objective evidence of individual impairment are tested for objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience.Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. The Company has chosen IAS 39 as interpretation for liabilities.Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases.Other liabilities are measured at net realisable value. 3843153 4454074 48409 61232 785717 811972 4677279 5327278 6 7 At 31 December 2025, the total cash balance was DKK 4,890 thousand of which clients deposit was DKK 2,552 thousand. Client deposits are deposits, that the Company holds on behalf of the clients and are therefore not available for general use by the Company 110855 171699 2552378 0 104603 28905 The Company is jointly taxed with its parent, Complypay Group ApS, which acts as management company, and is jointly and severally liable with other jointly taxed group entities for payment of income taxes for the income year 2025 onwards as well as withholding taxes on interest and dividends falling due for payment on or after 5 February 2025. Other rent liabilities: DKK20252024 Rent liabilities96,26962,551 Rent liabilities includes rent obligations which are rent for 3 months. As security for the Company's debt to EIFO, the Company has provided security or other collateral in its assets for at total amount of DKK 744 thousand.