xbrli:pureiso4217:DKK379593832023-01-012023-12-31379593832023-01-012023-12-311379593832023-01-012023-12-311379593832023-01-012023-12-311379593832023-01-012023-12-312379593832023-01-012023-12-313379593832023-01-012023-12-31379593832022-01-012022-12-31379593832023-01-012023-12-31fsa:RetainedEarningsMember379593832023-01-012023-12-31fsa:ProposedDividendRecognisedInEquityMember379593832023-12-31379593832022-12-31379593832023-01-01fsa:ContributedCapitalMember379593832023-01-01fsa:RetainedEarningsMember379593832023-01-01fsa:ProposedDividendRecognisedInEquityMember379593832023-01-01379593832023-12-31fsa:ContributedCapitalMember379593832023-12-31fsa:RetainedEarningsMember379593832023-12-31fsa:ProposedDividendRecognisedInEquityMemberGrundlag for konklusionKonklusion2024-05-312024-05-31true2022-01-012022-12-3133963556København S23006WeidekampsgadeDeloitte Statsautoriseret RevisionspartnerselskabCopenhagenCopenhagen1256Regnskabsklasse BRevisionspåtegning2023-12-312023-01-01<br /><br />6AmaliegadePento ApS37959383339635562300 København SWeidekampsgade 6Deloitte Statsautoriseret RevisionspartnerselskabÅrsrapportThe Board of Directors and the Executive Board have today considered and approved the annual report of Pento ApS for the financial year 01.01.2023 - 31.12.2023.The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2023 and of the results of its operations for the financial year 01.01.2023 - 31.12.2023.We believe that the management commentary contains a fair review of the affairs and conditions referred to therein.We recommend the annual report for adoption at the Annual General Meeting.CopenhagenDavid SusselyDaniel Alexander NeigerDavid SusselyRonni ZehaviTo the shareholders of Pento ApSWe have audited the financial statements of Pento ApS for the financial year 01.01.2023 - 31.12.2023, which comprise the 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 Entity’s financial position at 31.12.2023 and of the results of its operations for the financial year 01.01.2023 - 31.12.2023 in accordance with the Danish Financial Statements Act.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 this auditor’s report. We are independent of the Entity 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 Entity’s ability to continue as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Entity 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:<br />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. <br />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 Entity’s internal control. <br />Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. <br />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 Entity’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 Entity to cease to continue as a going concern. <br />Evaluate the overall presentation, structure and content of the financial statements, including the disclosures in the notes, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.<br />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 commentary. Our opinion on the financial statements does not cover the management commentary, 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 commentary and, in doing so, consider whether the management commentary is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the management commentary provides the information required by relevant law and regulations.<br />Based on the work we have performed, we conclude that the management commentary 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 commentary. CopenhagenClaus Jorch Andersenmne33712State Authorised Public AccountantPrimary activitiesThe Company’s primary activity is selling cloud based payroll software and also related business.Development in activities and financesThe net loss for the year is TDKK 52,617 and equity is TDKK 202,102 and is considered to be within the expected range. The Company is focussed on selling solely within the United Kingdom, therefore there is no revenue attributable to the Danish entity. The Company continues to develop Company's cloud based payroll software which is used by the group companies. Events after the balance sheet dateOn 22 February 2024, 100% of Pento ApS and its group companies were acquired by Hi Bob Limited, a UK Company (with UK Company Number 09787994) that develops a technology cloud based software as a service ('SaaS') platform that allows companies to streamline their HR operations. Following the change in ownership Pento ApS has entered into a intellectual property rights (IPR) transfer agreement whereby all ownership, right, title and interest to the Pento IPR has been transferred to a Group company. The capital gain realized because of the transfer will have a positive impact the financial statements for 2024.-41554782-38006232338583835838393612489838161355633723945876-58533081-74519763477960118299329227835548647-56031835-56269081-3414946-1294543-52616889-54974538-221236889168620000-52616889-54974538000066861507466686150746905649581705658581707251910891603195686642956799484184984441646827940443681621257820925101389621340614925545071221347866825555962815946515946533322974254559863168620000020210243925471932815946525455986302547193281594653332297416862000023079302978886824588022437115424121137622984030011376229840300213478668255559628At the balance sheet date the Company’s Board of Directors was authorised for the period until 2 September 2024 once or several times to increase the Company’s share capital with up to nominally 19,483.14 shares in total without pre-emption right for the Company’s shareholders. The authorization has been removed after the balance sheet date 1 Staff costs2023 DKK2022 DKKWages and salaries3,384,4183,542,536Other social security costs1,42041,3033,385,8383,583,839Average number of full-time employees45452 Depreciation, amortisation and impairment losses2023 DKK2022 DKKImpairment losses on intangible assets08,953,462Depreciation of property, plant and equipment36,12430,35436,1248,983,8163 Other operating expensesOther operating expenses include costs that are secondary to the company's activities. For the current fiscal year, other operating expenses comprise of costs regarding transfer pricing adjustments.4 Other financial income 2023 DKK2022 DKKFinancial income from group enterprises109,382185,135Other interest income4,669,2813,454,551Exchange rate adjustments93814,659,6434,779,60118,299,3295 Other financial expenses2023 DKK2022 DKKExchange rate adjustments2,219,7250Other financial expenses58,63048,6472,278,35548,647<br />2023 DKK2022 DKKExchange rate adjustments2,219,7250Other financial expenses58,63048,6472,278,35548,6476 Tax on profit/loss for the year2023 DKK2022 DKKCurrent tax(3,414,946)(1,294,543)(3,414,946)(1,294,543)7 Intangible assetsCompleted development projects DKKCost beginning of year12,823,634Cost end of year12,823,634Amortisation and impairment losses beginning of year(12,823,634)Amortisation and impairment losses end of year(12,823,634)Carrying amount end of year0Management has chosen to write down the value of development projects to DKK 0 due to uncertainties regarding future financial benefits. Management has no doubt about the use of the platform and that financial benefits will be achieved by the company, but uncertainties exist on the time period of these financial benefits.8 Property, plant and equipmentOther fixtures and fittings, tools and equipment DKKCost beginning of year113,189Additions52,239Cost end of year165,428Depreciation and impairment losses beginning of year(62,443)Depreciation for the year(36,124)Depreciation and impairment losses end of year(98,567)Carrying amount end of year66,8619 Financial assetsInvestments in group enterprises DKKDeposits DKKCost beginning of year958,170Additions06,000Disposals0(58,521)Cost end of year95,649Impairment losses beginning of year(9)0Reversal of impairment losses90Impairment losses end of year00Carrying amount end of year95,649Investments in subsidiariesRegistered inCorporate formEquity interest %Equity DKKProfit/loss DKKPento Services LimitedEnglandLtd.1005,621,1092,566,90510 Share capitalNumberA shares47,651B1 shares43,104B2 shares1,779B3 shares29,390B4 shares37,541159,46511 Unrecognised rental and lease commitments2023 DKK2022 DKKLiabilities under rental or lease agreements until maturity in total050,98512 Assets charged and collateralThere are no mortgages or assets charged as collateral.This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class B enterprises with addition of a few provisions for reporting class C.The accounting policies applied to these financial statements are consistent with those applied last year, with a few reclassifications.falseConsolidated financial statementsReferring to section 110 of the Danish Financial Statements Act, no consolidated financial statements have been prepared.Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year.Foreign currency translationOn initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the rate at the balance sheet date, are recognised in the income statement as financial income or financial expenses. Property, plant and equipment, intangible assets, inventories and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. When recognising foreign subsidiaries and associates that are independent entities, the income statements are translated at average exchange rates for the months that do not significantly deviate from the rates at the transaction date. Balance sheet items are translated using the exchange rates at the balance sheet date. Goodwill is considered belonging to the independent foreign entity and is translated using the exchange rate at the balance sheet date. Exchange differences arising out of the translation of foreign subsidiaries’ equity at the beginning of the year at the balance sheet date exchange rates and out of the translation of income statements from average rates to the exchange rates at the balance sheet date are classified directly as equity. Exchange adjustments of outstanding accounts with independent foreign subsidiaries, which are considered part of the total investment in the subsidiary in question, are classified directly as equity.When recognising foreign subsidiaries that are integral entities, monetary assets and liabilities are translated using the exchange rates at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rate at the time of acquisition or the time of any subsequent revaluation or writedown. The items of the income statement are translated at the average rates of the months; however, items deriving from non-monetary assets and liabilities are translated using the historical rates applicable to the relevant non-monetary items.Gross profit or lossGross profit or loss comprises revenue, other operating income, own work capitalised, other operating income and external expenses.Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary activities.Other external expensesOther external expenses include 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.Staff costsStaff costs comprise salaries and wages, and social security contributions, pension contributions, etc for entity staff.Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to intangible assets comprise depreciation, amortisation and impairment losses for the financial year, and gains and losses from the sale of intangible assets.Other operating expensesOther operating expenses comprise expenses of a secondary nature as viewed in relation to the Entity’s primary activities, including loss transfer pricing adjustment with subisidiaries and loss from the sale of intangible assets and property, plant and equipment.Other financial incomeOther financial income comprises interest income, including interest income on receivables from group enterprises and payables and transactions in foreign currencies etc.Other financial expensesOther financial expenses comprise interest expenses, including payables and transactions in foreign currencies, and tax surcharge under the Danish Tax Prepayment Scheme etc.Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity.Intellectual property rights etc.Intellectual property rights etc comprise development projects completed and in progress with related intellectual property rights, acquired intellectual property rights and prepayments for intangible assets.Development projects on clearly defined and identifiable products and processes, for which the technical rate of utilisation, adequate resources and a potential future market or development opportunity in the enterprise can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognised as intangible assets. Other development costs are recognised as costs in the income statement as incurred. When recognising development projects as intangible assets, an amount equalling the costs incurred less deferred tax is taken to equity under Reserve for development costs that is reduced as the development projects are amortised and written down. ​ ​The cost of development projects comprises costs such as salaries and amortisation that are directly and indirectly attributable to the development projects. ​ ​Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible assets and depreciation of property, plant and equipment used in the development process are recognised in cost based on time spent on each project. ​Completed development projects are amortised on a straight-line basis using their estimated useful lives which are determined based on a specific assessment of each development project. If the useful life cannot be estimated reliably, it is fixed at 10 years. For development projects protected by intellectual property rights, the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation periods used are 4 years. ​ ​Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount.Property, plant and equipmentOther fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. 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 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:Useful life Other fixtures and fittings, tools and equipment3 yearsEstimated useful lives and residual values are reassessed annually. Items of property, plant and equipment are written down to the lower of recoverable amount and carrying amount.Investments in group enterprisesInvestments in group enterprises are measured at cost. Investments are written down to the ​lower of recoverable amount and carrying amount.ReceivablesReceivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and doubtful debts.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.CashCash comprises cash in hand and bank deposits.DividendDividend is recognised as a liability at the time of adoption at the general meeting. Proposed dividend for the financial year is disclosed as a separate item in equity. Extraordinary dividend adopted in the financial year is recognised directly in equity when distributed and disclosed as a separate item in Management's proposal for distribution of profit/loss.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.2024-05-31Thomas Gjøl-Trønning