42702994 2023-01-01 2023-12-31 42702994 2023-01-01 2023-12-31 1 42702994 2023-01-01 2023-12-31 2 42702994 2022-01-01 2022-12-31 42702994 2023-12-31 42702994 2022-12-31 42702994 2022-12-31 fsa:ContributedCapitalMember 42702994 2023-01-01 2023-12-31 fsa:ContributedCapitalMember 42702994 2023-12-31 fsa:ContributedCapitalMember 42702994 2022-12-31 fsa:SharePremiumMember 42702994 2023-01-01 2023-12-31 fsa:SharePremiumMember 42702994 2023-12-31 fsa:SharePremiumMember 42702994 2022-12-31 fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2023-01-01 2023-12-31 fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2023-12-31 fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2022-12-31 fsa:RetainedEarningsMember 42702994 2023-01-01 2023-12-31 fsa:RetainedEarningsMember 42702994 2023-12-31 fsa:RetainedEarningsMember 42702994 2023-01-01 2023-12-31 1 42702994 2023-01-01 2023-12-31 1 42702994 2023-01-01 2023-12-31 2 42702994 2023-01-01 2023-12-31 3 iso4217:EUR xbrli:pure Stefan Christian Hougaard Bruun Samlino Group A/S Sølvgade 10 1307 Copenhagen K Copenhagen PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup Statement by Management on the annual report The Board of Directors and the Executive Board have today considered and approved the annual report of Sam-lino Group A/S for the financial year January 1, 2023 – December 31, 2023. The financial statements have been prepared in accordance with the provisions of the Danish Financial Statements Act applying to reporting class B enterprises and certain reporting requirements applying to reporting class C. In our opinion, the financial statements give a true and fair view of the financial position on December 31, 2023 and of the Entity’s operations for the financial year 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. Copenhagen Stefan Christian Hougaard Bruun CEO Per Mikael Jensen Mads Faurholt-Jørgensen Stefan Christian Hougaard Bruun Board Member Board Member Board Member Independent Auditor’s Report To the Shareholders of Samlino Group A/S Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2023, and of the results of the Company’s operations for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of Samlino Group A/S for the financial year 1 January - 31 December 2023, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (“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 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’s Responsibilities for the Financial Statements Management is responsible for the preparation of Financial Statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance 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. Hellerup PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Søren Alexander Pawel Christof Michalak State Authorised Public Accountant State Authorised Public Accountant -228396 -165323 -228396 -165323 82351 0 1602863 0 -1748908 -165323 0 0 -1748908 -165323 -1748908 -165323 21560898 19 21560898 19 4238445 25842094 34198 3736 404585 10005 4677228 25855835 26238126 25855854 299766 289679 0 25755551 -2151 0 24668814 -389177 24966429 25656053 991866 0 991866 0 76770 20712 40459 41858 162602 137231 279831 199801 1271697 199801 26238126 25855854 289679 25755551 0 -389177 0 0 757 0 757 10087 1049954 0 1060041 -26805505 -1394 26806899 0 0 0 -1748908 299766 0 -2151 24668814 true The financial statements are adapted to the Company’s activity and are presented in Euro. The exchange The comparative figures for 2022 in the income statement and the balance sheet items as at 31 December 2022 were restated in accordance with the Danish Financial Statements Act. The restatement of the comparative figures had no effect on the income statement or balance sheet. Other than this, the accounting policies have been applied consistently during the financial year and for the comparative figures. 1. Accounting policies Basis of preparation Foreign currency translation Transactions denominated in currencies other than the functional currency are considered transactions in foreign currency. On initial recognition, transactions denominated in foreign currencies are translated to the functional currency at the exchange rates at the transaction date. Foreign exchange rate adjustments arising between the transaction date and the date of payment are recognised in the statement of profit or loss as financial income or financial expenses. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates at the re-porting date. The difference between the exchange rates at the reporting date and at the date of transaction or the exchange rate in the latest financial statements is recognised in the statement of profit or loss as financial income or financial expenses. Recognition and measurement Assets are recognized in the statement of financial position if it is probable that future financial benefits will flow to the Entity and the value of the asset can be measured reliably. rate applied for DKK/EUR at the beginning of the year was 7.44 against 7.45 at the end of the year. Liabilities are recognized in the statement of financial position if they are probable and can be measured reliably. On initial recognition assets and liabilities are measured at cost. Subsequently assets and liabilities are measured as described for each item below. Income is recognized in the statement of comprehensive income as earned. Statement of profit or loss Other external Expenses Other external expenses include expenses relating to the Entity’s ordinary activities, including expenses for administration. Other operating income Other operating income includes Management and Board of Directors recharge for operational or marketing support services provided, which are billed on a monthly basis based on the share of resources utilized. Gross loss With reference to section 32 of the Danish Financial Statements Act, gross loss is calculated as a summary of other operating income and other external expenses. Financial income and expenses Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Income from investments in associates and joint ventures The items “Income from investments in associates and joint ventures” in the income statement include the proportionate share of the profit for the year. Statement of financial position Investments in subsidiaries Investments in subsidiaries are measured at cost in the financial statements. If an indication of impairment exists, then an impairment test is performed. If the carrying amount exceeds the recoverable amount, investments are written down to such lower amount. Distribution of profits accumulated by subsidiaries is recognised as income in the Parent Company’s income statement in the financial year in which the dividend is declared. If distributions are made from reserves other than retained earnings of subsidiaries, such distribution will reduce the cost of the investments if the distribution is in the nature of a repayment of the Parent Company’s investment. If an amount is distributed exceeding the subsidiary’s income for the period, then an impairment test is performed. Investments in associates and joint ventures Investments in associates and joint ventures are recognised and measured under the equity method. The item “Investments in associates and joint ventures” in the balance sheet include the proportionate ownership share of the net asset value of the enterprises calculated on the basis of the fair values of identifiable net assets at the time of acquisition with deduction or addition of unrealised intercompany profits or losses and with addition of the remaining value of any increases in value and goodwill calculated at the time of acquisition of the enterprises. The total net revaluation of investments in subsidiaries is transferred upon distribution of profit to “Reserve for net revaluation under the equity method“ under equity. The reserve is reduced by dividend distributed to the Parent Company and adjusted for other equity movements in the associates and joint ventures. Associates and joint ventures with a negative net asset value are recognised at DKK 0. Any legal or constructive obligation of the Parent Company to cover the negative balance of the enterprise is recognised in provisions. Common control transactions Common control transactions are accounted for under the book value method. Under this method, an enterprise is transferred at carrying amount, and no differences are identified. Any consideration which exceeds the carrying amount of the transferred enterprise is recognised directly in equity. The book value method is applied at the date of the acquisition, and comparative figures have not been restated. Receivables Receivables are measured at amortized cost, usually equalling nominal value less write-downs for bad and doubt-full debts. Cash and cash equivalents Cash comprises cash in hand and bank deposit. Equity - Reserves The amounts of the Entity’s reserves and the movements therein for the current and prior period are presented in the financial statement of changes in equity. The other reserves mainly comprise certain adjustments to equity arising from/in connection with group reorganizations in prior periods and the equity component of the convertible loan notes issued in the prior year. Trade payables and other payables Other payables include VAT and are measured at cost. false Consolidated financial statements In accordance with section 110(1) of the Danish Financial Statements Act, the Entity has not prepared consolidated financial statements. 2. Main activitiesThe main activity of the entity is, through subsidiaries, to operate a business with the mediation of a comparison platform related to trading via the internet and business connected thereto. 0 0 4. Financial incomeInterest income on loans to group enterprises 82,351 - Total financial income 82,351 - 5. Financial expensesInterest expenses on loan from EIFO (21,320) - Provision for loss on receivables from group enterprises (1,581,543) - Total financial expenses (1,602,863) - 6. Investments in subsidiaries and joint ventures Investments in subsidiaries Investment in EUR subsidiaries 2023 Cost at 1 January 19 Additions 21,560,879 Cost at 31 December 21,560,898 Subsidiaries: Equity Result Country Ownership Name CompareEuropeGroup Limited - - United Kingdom 100% CEG Regional Limited (128,721) 765,715 United Kingdom 100% Samlino.dk Aps 2,206,297 160,574 Denmark 100% Vertaa Ensin Suomi Oy (1,366,307) 5,964 Finland 100% TopCompare Belgium SPRL 1,989,023 869,724 Belgium 100% ComparaJa SA 736,672 368,864 Portugal 97% TopCompare Belgium Holding (14,888) (16,852) Belgium 99% Joint Ventures: Name Equity Result Country Ownership CompareEurope Antenna B.V (25,498) (1,407) Netherlands 51% 7. Long-term debt EUR 2023 2022 After 5 years - - Between 1 and 5 years 991,866 - Long-term debt: 991,866 - Within 1 year - - Total 991,866 - In October 2023, the Company granted a total of 10,532 warrants with the right to subscribe for up to nominally DKK 10,532 B-shares of each nominally DKK 1 in the Company by cash payment at a subscription price of DKK 105.86 per B-share of nominally DKK 1 each. The warrants can be exercised at any time until 1 October 2033. In case of a sale of the Company (exit), the Company’s board of directors may choose to pay a cash settlement equal to the difference between the exercise price and the value of the shares as established in connection with the exit. 8. Contingent liabilities The Entity participates in a Danish joint taxation arrangement where Samlino Group A/S serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc for the jointly taxed entities, and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities. The entity has created a floating company charge as security for their debt amounting to DKK 11,150,000. The entity has pledged its shares in its subsidiaries Samlino.dk ApS, TopCompare Belgium Holding, Vertaa Ensin Suomi O, and ComparaJá, S.A. towards a third-party loan giver. The Entity has issued letter of support for certain subsidiaries. Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2023-01-01 2023-12-31 2022-01-01 2022-12-31 2024-07-11 Reporting class B 42702994 2021-09-23 2024-07-11 529900VSWLQF0O3GA946 33771231 Strandvejen 44 2900 Hellerup Opinion Basis for Opinion 2024-07-11 mne42824 33771231 mne48479 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab