Årsrapport33771231PricewaterhouseCoopers Statsautoriseret RevisionspartnerselskabStrandvejen 442900 Hellerup2021-01-012020-01-012021-12-312020-12-3125537335Just Eat.dk ApSLyngbyvej20, 2.2100København ØCopenhagenDeloitte State Authorised Public Accountants33963556Weidekampsgade62300København SDanmark2022-06-29Carsten BoldtRegnskabsklasse C, mellemstor virksomhedRevisionspåtegningThe Executive Board and Board of Directors have today considered and adopted the Annual Report of Just Eat.dk ApS for the financial year 1 January - 31 December 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 financial position at 31 December 2021 of the Company and of the results of the Company operations for 2021.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.Copenhagen2022-06-29Carsten BoldtJérôme GavinChairmanCarsten BoldtKim RosenlundTo the Shareholder of Just Eat.dk ApSOpinionWe have audited the Financial Statements of Just Eat.dk ApS for the financial year 1 January - 31 December 2021, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant 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 2021 and of the results of the Company’s operations for the financial year 1 January - 31 December 2021 in accordance with the Danish Financial Statements Act. Basis for OpinionWe 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’ 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 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 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. 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 Financials Statements Act. Based on the work we have performed, in our view, 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 in Management’s Review. Copenhagen2022-06-29Copenhagen2022-06-29Deloitte State Authorised Public AccountantsFlemming LarsenState Authorised Public Accountantmne27790Seen over a five-year period, the development of the Company is described by the following financial highlights: 140540000127263000108307000-282600015970003270001913000324600058433000607600005113300017925600015267300014451200088068000861990005916700047350008207000211810006660000469700043.340.649.156.540.9Key activities The purpose of the Company is to run a trade and service company within the restaurant and catering business, including an internet portal, and other related business. Development in activities and financial matters The loss for the year amounts to DKK -1.538 thousand after tax, which is as expected by Management. At 31 December 2021, equity totals DKK 64.042 thousand. Gross profit Gross margin is negatively impacted by Just Eat removing fees for customers and reducing restaurants fees to grow the number of active customers and become a more attractive partner for restaurants. Furthermore, we saw an expected increase in salaries of our couriers, as Just Eat.dk ApS switched from a hybrid delivery model to an all-employed model with all delivery drivers covered by a CBA with 3F (drivers union). Moreover, the gross profit is impacted by the recharges from the new delivery company, see below. Carve out Effective of 1st of June we have transferred our delivery business to a new legal entity called Takeaway.com Express Denmark ApS and have transferred this activity and all assets and liabilities, which reduced Just Eat.dk ApS' leased assets and liabilities for 2021. All delivery services rendered to Just Eats customers are now being provided by this new entity on behalf of Just Eat.dk ApS. The service is being recharged to Just Eat.dk ApS and impacts the gross margin of Just Eat.dk ApS. Increased staff costs Salaries increased as Just Eat.dk ApS switched from a hybrid delivery model to an all-employed model with all delivery drivers covered by a CBA with 3F (drivers union). Furthermore we have expanded our organisation in Denmark to mirror the new Global Target Operating Model. Equity movement At the shareholder meeting held on 30th of June 2021 it was decided to withdraw the proposed dividend payout approval incorporated in the annual report for 2020. The proposed dividends amounted to DKK 45.858.512 to its sole shareholder, Just Eat Denmark Holding. Thus Just Eat Denmark Holding has waived its right for payment. New IT Platform In May 2021 Just Eat.dk ApS implemented a new core platform as a consequence of the new target operating model. This implementation generated some issues and extra costs, but from second half of 2021 everything has been running according to the plan allowing us to offer new features such as Stamp Card, Points and MobilePay. It is expected that the operation will generate profit in the future. COVID-19 is not viewed to have significant impact on the 2021 results, and will not impact the 2022 results Special risks Financial risk The Company's current and planned activities do not give rise to any special financial risk and the Company's liquidity resources are expected to be adequately secured. Currency risk The Company is exposed for currency risk when trading with foreign entities, but most activities are within the Nordic and the Euro-zone and therefore no material currency risk is expected. Credit risk The Company is not exposed to any major risk from a single customer or business partner. Subsequent events No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date.95505849142995656870391857169663966329031251344718337615878557046618918122223292610215059-9926606038273354533114524221-15379914585851206544206544286196561605165786196561605165713187951113060131879511130609938451172301591694042186644321488635297987586602219841785410659000043811463647278489939203618151126932310106852276500769353264955398270413808905913234991614802751014958007512500012500012500012500063916869147080590458585126404186960691571216700484738132190304215793543573081063174829468265225983465849568753123313364215359074028908614381162054978861279199011334009259282877962833378256756839856418888850414802751014958007512500014708059458585120-4585851245858512048882890-15379910125000639168690No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date.778435916708496371952773393744200031712179328703918571696639175206Remuneration to the Executive Board has not been disclosed in accordance with section 98 B(3) of the Danish Financial Statements Act.6218364871889616975150081663290312513447018122224661890699987215059259262303292610215059127919916306341-733868-178212054533114524221045858512-153799101525129-15251290145968716975-147666200299452404735217-1399555620684901138935836218364-8046702120652458619656545112411130602057351318795169404210905620775881Deferred tax asset at 1 January 3.647.278 1.865.158 Amounts recognised in the income statement for the year 733.868 1.782.120 Deferred tax asset at 31 December 4.381.146 3.647.278Prepayments consist of prepaid costs.2190304215793521903042157935 Contingent liabilities Revolving credit facility Just Eat Takeaway.com has access to a revolving credit facility ("RCF"), which has been amended in August 2021. The main amendments include the reduction of the facility size, a one year extension of the term and changes to the base rates as a result of IBOR reform. The amended RCF is denominated in two tranches, £171 million and €200 million, and expires on 9 March 2026. In June 2021, a waiver was obtained allowing the Company to not perform covenant testing and to not provide compliance certificates for reporting periods from 30 june 2021 to 31 December 2022 (inclusive) in return for the Company agreeing not to draw on the facility. The facility was undrawn at year end 2021 (2020:undrawn). Joint taxation Just Eat Denmark Holding ApS, company reg. no 35 14 34 16 being the administration company, the company is subject to the Danish scheme of joint taxation and unlimited jointly and severally liable with the other jointly taxed companies for the total corporation tax. A company within the jointly taxed group is currently involved in a large tax audit. The company is unlimited jointly and severally liable with the other jointly taxed companies for any obligation to withhold tax on interest, royalties and dividends.Basis Controlling interest Just Eat Takeaway.com NV, Oosterdoksstraat 80, 1011 DK Amsterdam, The Netherlands Ultimate Majority shareholder Just Eat Limited, Fleet Place House, 2 Fleet Place, London, EC4M 7RF, United Kingdom Intermediate Majority shareholder Just Eat Holdings Ltd., Fleet Place House, 2 Fleet Place London, EC4M 7RF, United Kingdom Intermediate Majority shareholder Just Eat Nothern Holdings Limited, Fleet Place House, 2 Fleet Place, London, EC4M 7RF, United Kingdom Intermediate Majority shareholder Just Eat Denmark Holding ApS, Lyngbyvej 20, 2. 2100 København Ø, Denmark Majority shareholder 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. All transactions with related parties are done on arm's length principles. The company is included in the consolidated annual accounts of Name Place of registered office Just Eat Takeaway.com NV (mindste koncern) Oosterdoksstraat 80, 1011 DK Amsterdam, The NetherlandsThe Annual Report of Just Eat.dk ApS for 2021 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to medium-sized enterprises of reporting class C. The accounting policies applied remain unchanged from last year. However, a reclassification for 2020 of TDKK 8.474 has been made between trade payables and long term leasing obligations and a reclassification for 2020 of TDKK 5.226 has been made between other payables and short term leasing obligations for 2020. The Financial Statements for 2021 are presented in DKK.With reference to section 86(4) of the Danish Financial Statements Act and to the cash flow statement included in the consolidated financial statements of Just Eat Takeaway.com NV, the Company has not prepared a cash flow statement.Revenues are recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year. 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. Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date.Leases are recognised in the balance sheet at the calculated amount of the lease liability. The lease liability is calculated at the present value of the lease payments calculated by applying the interest rate implicit in the lease or the Company’s incremental borrowing rate as discount rate if the interest rate implicit in the lease is not available. Lease assets are depreciated and written down for impairment under the same policy as for the Company’s other fixed assets. The Company has chosen to apply the exemptions concerning short-term and low-value leases. Therefore, such lease assets are not recognised as assets and liabilities in the balance sheet. The costs are recognised in the income statement on a straight-line basis over the lease term. The lease liability is recognised in the balance sheet under debt and is adjusted for prepaid lease payments on a current basis. At the same time, interest is added on the liability. Interest expenses are charged to the income statement on a current basis.Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. If currency positions are considered to hedge future cash flows, the value adjustments are recognised directly in equity in a fair value reserve.Cost of sales comprises costs of sales for the financial year measured at cost, adjusted for ordinary inventory write-downsOther external expenses comprise expenses relating to the Entity's ordinary activities, including expenses for premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of receivables recognised in current assets.With reference to section 32 of the Danish Financial Statements Act, gross profit/loss comprises the revenue, cost of sales and other external expenses.Staff expenses comprise salaries and wages as well as social security contributions, pension contributions, etc for entity staff.Amortisation, depreciation and impairment losses relating to intangible assets and property, plant and equipment comprise amortisation, depreciation and impairment losses for the financial year, calculated on the basis of the residual values and useful lives of the individual assets and impairment testing as well as gains and losses from the sale of intangible assets as well as property, plant and equipment.Financial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses, financial expenses from financial leasing, realised and unrealised capital gains and losses relating to securities, debt and transactions in foreign currency, amortisation of financial assets and liabilities as well as surcharges and reimbursements under the advance tax scheme, etc.The tax for the year comprises the current tax for the year and the changes in deferred tax, and it is recognised in the profit and loss account with the share referring to the results for the year and directly in the equity with the share referring to entries directly on the equity. The company is subject to the Danish legislation concerning compulsory joint taxation with the Danish group enterprises. The current Danish corporate tax is allocated among the jointly taxed companies in proportion to their respective taxable income (full allocation with reimbursement of tax losses).Intellectual property rights etc comprise acquired licences. Intellectual property rights acquired are measured at cost less accumulated amortisation. Intellectual property rights etc are written down to the lower of recoverable amount and carrying amount.Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation The cost comprises acquisition cost and costs directly associated with the acquisition until the time when the asset is ready for use. The Group has implemented IFRS 16 for leases. The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets: Other fixtures and fittings, tools and equipment 3 years Leasehold improvements 3 years For leasehold improvements and assets held under finance leases, the depreciation period cannot exceed the contract period. Property, plant and equipment are written down to the lower of recoverable amount and carrying.The carrying amounts of intangible assets and property, plant and equipment 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.Fixed asset investments consist of deposits.Inventories are measured at cost according to the FIFO method. In cases when the net realisable value of the inventories is lower than the cost, the latter is written down for impairment to this lower value. Costs of goods for resale, raw materials, and consumables comprise acquisition costs plus delivery costs. The net realisable value for inventories is recognised as the market price less costs of completion and selling costs. The net realisable value is determined with due consideration of negotiability, obsolescence, and the development of expected market prices.Receivables are measured at amortised cost, which usually corresponds to nominal value. In order to meet expected losses, impairment takes place at the net realisable value.Prepayments comprise prepaid expenses concerning subsequent financial years. Prepayments are measured at cost.Dividend distribution proposed by Management for the year is disclosed as a separate equity item.Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. Joint taxation contributions payable and receivable are recognised in the statement of financial position as ”Income tax receivable” or “Income tax payable”. According to the rules of joint taxation, Just Eat.dk ApS is unlimitedly, jointly, and severally liable to pay the Danish tax authorities the total income tax, including withholding tax on interest, royalties,and dividends, arising from the jointly taxed group of companies. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value.Current tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's taxable income, adjusted for prepaid tax.Debts are measured at amortised cost, substantially corresponding to nominal value.The share capital consists of 1,250 shares of a nominal value of DKK 100. 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