42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 3 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 42702994 2024-01-01 2024-12-31 cmn:ConsolidatedMember 42702994 2023-01-01 2023-12-31 cmn:ConsolidatedMember 42702994 2025-12-31 cmn:ConsolidatedMember 42702994 2024-12-31 cmn:ConsolidatedMember 42702994 2023-12-31 cmn:ConsolidatedMember 42702994 2025-01-01 2025-12-31 42702994 2024-01-01 2024-12-31 42702994 2023-01-01 2023-12-31 42702994 2022-01-01 2022-12-31 42702994 2021-01-01 2021-12-31 42702994 2025-12-31 42702994 2024-12-31 42702994 2023-12-31 42702994 2022-12-31 42702994 2021-12-31 42702994 2024-12-31 fsa:ContributedCapitalMember 42702994 2024-12-31 fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2024-12-31 fsa:RetainedEarningsMember 42702994 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 42702994 2025-01-01 2025-12-31 fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 42702994 2025-12-31 fsa:ContributedCapitalMember 42702994 2025-12-31 fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2025-12-31 fsa:RetainedEarningsMember 42702994 2024-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 42702994 2024-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2024-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 42702994 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 42702994 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 42702994 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 42702994 2024-01-01 2024-12-31 cmn:ConsolidatedMember 1 42702994 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 iso4217:EUR xbrli:pure Stefan Christian Hougaard Bruun Statement by Management on the annual report The Board of Directors and the Executive Board have today considered and approved the annual report of Samlino Group A/S for the financial year January 1, 2025 – December 31, 2025. The annual report has been prepared in accordance with the provisions of 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 on December 31, 2025 of the Company and the Group and of the results of the Company and Group operations and of consolidated cash flows for the financial year 2025. In our opinion the Management’s Review includes a true and fair accounts of the matters addressed in the Review. 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 Samlino Group A/S Sølvgade 10, 1.th 1307 Copenhagen K Copenhagen PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup Independent Auditor’s Report To the Shareholders of Samlino Group A/S 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 2025, 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 2025 in accordance with the Danish Financial Statements Act. We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Samlino Group A/S for the financial year 1 January - 31 December 2025, 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. Statement on Management’s Review 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. Management’s Responsibilities for the Financial Statements 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. 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 Group’s and the Parent Company’s internal control. ●Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by Management.●Conclude on the appropriateness of Management’s use of the going concern basis of accounting inpreparing the Financial Statements and, based on the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that may cast significant doubt on the Group’s and theParent Company’s ability to continue as a going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor’s report to the related disclosures in the FinancialStatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor’s report. However, future events or conditionsmay 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 thedisclosures, and whether the Financial Statements represent the underlying transactions and events ina manner that gives a true and fair view.●Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financialinformation of the entities or business units within the group as a basis for forming an opinion on theConsolidated Financial Statements. We are responsible for the direction, supervision and review of theaudit work performed for purposes of the group audit. We remain solely responsible for our auditopinion.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 The development of the Group in 2023, 2024 and 2025 is described by the following financial highlights: 3995779 6130826 5771196 -2914249 -992908 186978 2769088 5901823 6611794 3570 10112 21763 -881897 327352 1349796 -2496886 -487893 -1427866 -1081 -877464 -129408 2203723 861305 2339008 -294245 -504052 781734 199 185 152 -1.052 -0.168 0.028 -0.318 0.056 0.204 10.51 -1.184 0.262 The development of the Parent company in 2021, 2022, 2023, 2024 and 2025 is described by the following financial highlights: 502134 310064 -228396 -165323 -223854 -13349732 -9250894 -1748908 -165323 -223854 6530656 17334326 26238126 25855854 25855854 4338647 15699347 24966429 25656053 25656053 -1807380 -863095 -1657333 -165323 -223854 0 0 0 0 0 1995390 501184 2051914 165323 223854 188009 -361911 394581 0 0 -2.044 -0.534 -0.067 -0.006 -0.009 0.664 0.906 0.952 0.98 0.978 -1.332 -0.455 -0.07 -0.006 -0.009 Management’s Review Business performance 2025 2024 Growth EUR EUR % Gross profit 3,995,779 6,130,826 (29)% EBIT (1,527,435) (1,206,342) (27)% The financial performance in 2025 did not meet expectations set in the prior year. This variance was primarily due to three key developments: 1. In Belgium, significant working capital investments were required to overcome challenges with the transition to a different operating model. As the economics deteriorated, a liquidator was appointed on 16/12/2025 and consequently as of that day, the Group has lost control over the Belgian subsidiaries and therefore the companies are no longer consolidated. 2. In Portugal, regulatory changes which included a state co-signer scheme enabling up to 100% financing for young buyers affected the home loans vertical - historically our strongest revenue stream — leading to a decline in performance as the measure was announced earlier in the year and kept being postponed, creating uncertainty in the market. Additionally, a falling conversion rate has led to the decision to restructure the business and automate the validation process in the call centre. 3. In Denmark, more partnerships were needed to improve our economics - a goal which was not achieved. Also, a significant cost reduction exercise took place during 2025, the results of which will only start to positively impact the business in 2026. Despite these challenges, we maintained a strong operational focus and continued to develop our platforms and optimize costs across the group. Outlook Looking ahead to 2026, we expect to improve net profit by 60%-65% to approximately EUR (1,100,000) - (1,000,000). This positive outlook is driven by projected market share expansion in Portugal, new partner deals in Denmark, and the Group’s continued focus on cost discipline and operational efficiency. Samlino Group remains confident in its scalable model and will continue investing in technology and market development to drive sustainable growth in the coming years. Unusual events In 2025, a serious of unusual events took place which have had a negative impact on the magnitude of the loss for the year. All of these items have been listed in note 4 Special Items. Special items include a goodwill write-down and discontinued operations which relate to the bankruptcy of TopCompare Belgium Holding BV, TopCompare Belgium SPRL and TopCompare Information Services Belgium SPRL. In addition to that, Samlino Group proceeded the impairment of development projects related to TopCompare Belgium Holding BV, TopCompare Belgium SPRL, TopCompare Information Services Belgium SPRL, Samlino.dk ApS, and Samlino.dk Tele ApS. Market Risks Samlino Group operates in a highly competitive and dynamic digital landscape. The primary risks include: changes in consumer spending and financial product offerings which may impact our platform usage, compliance with financial regulations across multiple jurisdictions, and, finally, the entry of new players and evolving digital trends could affect our market positioning. Foreign Exchange Risks As a company with operations in multiple markets, Samlino Group is exposed to currency fluctuations. Credit Risks The company’s credit risks relate to trade receivables included in the balance sheet. The company’s credit risk policy involves assessing creditworthiness of all major customers and business partners. This is done on a regular basis. Capital Structure and Ownership Samlino Group maintains a capital structure designed to support long-term growth and strategic flexibility. The Board of Directors regularly evaluates whether our financial position aligns with our expansion objectives and stakeholder interests. Intellectual Capital and Innovation Our most valuable resource is our team, with expertise in digital marketing, technology, and data analytics. We continue to invest in the development of our platforms, ensuring that our comparison services remain cutting-edge and user-friendly. Group relations The Consolidated Annual Report of the Samlino Group is prepared by the parent company, Samlino Group A/S. All subsidiaries, including ComparaJá S.A in Portugal, Samlino.dk ApS and Samlino.dk Tele ApS in Denmark, and Vertaa Ensin Suomi Oy in Finland, are fully owned by Samlino Group in 2025. However, as of February 2025, the Finnish operations related to the subsidiary Vertaa Ensin Suomi Oy were sold. Additionally, as of December 2025, TopCompare Belgium Holding BV, TopCompare Belgium SPRL, and TopCompare Information Services Belgium SPRL in Belgium have filed for bankruptcy and are therefore no longer consolidated. Samlino Group operates with a decentralized management structure, where each country has its own local leadership, while the overall strategic direction is overseen by the Group CEO. Samlino Group had a total of 163 employees as of 31 December 2025, distributed as follows: ●Portugal: 153 employees ●Denmark: 10 employees stThe number of employees as of 31 December 2025 was lower than the average number of employees during the year as presented in the Financial Highlights section due to specific non-recurring events: the winding down of the Finnish subsidiary and the bankruptcy of the Belgian entities, both of which reported no employees at year-end. Remaining variances are attributable to routine staff turnover as well as terminations related to restructuring of the teams. This organizational setup allows Samlino Group to effectively manage its operations in different markets while ensuring alignment with the overall business strategy. Remuneration to Management To attract and retain key management talent, the remuneration of executives and senior employees at Samlino Group is based on their responsibilities, value creation, and industry benchmarks. The company has an incentive program that includes performance-based bonuses and other financial incentives aligned with business objectives. Board of Directors The Board of Directors ensures that the Executive Management complies with the approved objectives, strategies, and business procedures. The Board receives regular updates through written and oral reports, which include market developments, company performance, and financial results. The Board of Directors meets at least four times a year, with additional extraordinary meetings held as needed. Monthly financial and operational reports are also shared with the Board to ensure transparency and strategic alignment. Board of Directors in Samlino Group The Board of Directors consists of experienced professionals responsible for overseeing the Group’s strategic direction and governance. Name Occupation Executive Role Per Mikael Jensen - Board member Mads Faurholt-Jorgensen Shareholder Board member Stefan Christian Hougaard Bruun Shareholder Group CEO ESG and Corporate Responsibility Samlino Group is committed to responsible business practices and sustainability. Our policies align with international standards. We continuously assess our environmental, social, and governance (ESG) impact and integrate sustainability into our operational strategy. Corporate Governance The Board of Directors ensures that the Executive Management adheres to strategic goals, risk management, and financial oversight. The board meets quarterly, with additional meetings as necessary. Talent-Driven Recruitment At Samlino Group, we prioritize a fair and merit-based approach to recruitment, ensuring that all candidates are evaluated based on their skills, experience, and potential. Our hiring practices emphasize equal opportunities, fostering a diverse and competent team. We continuously monitor workplace satisfaction through employee feedback, ensuring a dynamic and inclusive work environment where talent thrives. Audit and Compliance Given the size and complexity of our operations, we maintain rigorous internal controls to ensure financial accuracy and compliance with local regulations in all markets where we operate. Going Concern We assess that Samlino Group needs additional liquidity of about EUR 300-500 thousand based on current liquidity forecast for 2026 and 2027. In July 2026, Samlino Group obtained loans from external investors amounting to EUR 600 thousand. Furthermore, in July 2026 Management renegotiated the loan terms with the Group’s most significant lender, Danmarks Eksport- og Investeringsfond (EIFO), including a waiver of covenant breaches. Consequently, it is our assessment that the additional funding and the updated loan terms will secure the operations and planned investments of the Group at least until the Annual Report for 2026 has been published, and consequently the Financial Statements have been prepared on a going concern basis. Refer also to note 2 – Liquidity. Uncertainties regarding Recognition and Measurement Due to the current loss-making state of the Group, there are uncertainties linked with the recognition and measurement of the Group’s fixed assets. Nevertheless, Samlino Group expects that future positive cash flows are significantly indicating that the book value of the fixed assets is sound. Subsequent Events Following the balance sheet date of 31 December 2025, Samlino Group has undergone a significant restructuring of its operations and cost base. As part of a broader strategic review, management implemented significant headcount reductions during 2026 in order to improve the profitability of the Samlino Group. Furthermore, to ensure a continuous financing of the planned operations, Samlino Group has secured additional funding in July 2026 in the form of loans amounting to EUR 600 thousand from external lenders and also renegotiated the terms of current loans ensuring that as of the time of the approval of the Annual Report for 2025, all breaches of covenants are waived and that no cash outflow related to the loans are expected in the second half of 2026. Other than this, no subsequent events which could materially affect the Finacial Statements have occurred. Key activities Samlino Group operates digital comparison platforms designed to help consumers make informed decisions when selecting financial products and essential services. The group’s platforms enable users to easily compare offerings from multiple providers within areas such as banking, insurance, telecommunications, and utilities — all in a single, user-friendly online marketplace. Through its operations across various European markets, Samlino Group aims to increase transparency, promote competition, and deliver added value to consumers by simplifying the process of choosing the most suitable products and services. The activity of the Parent Company is solely to own shares in Group Companies. 3995779 6130826 502134 310064 987517 1693025 0 0 4535697 5644143 624085 329416 -1527435 -1206342 -121951 -19352 0 0 -8034475 0 0 0 0 613054 158730 174536 5193314 9844596 -1686165 -1380878 -13349732 -9250894 45701 -387970 0 0 -1731866 -992908 -13349732 -9250894 -1182383 0 0 0 -2914249 -992908 -13349732 -9250894 396693 1839381 0 0 0 199931 0 0 396693 2039312 0 0 3570 25273 0 0 0 0 6282026 14363645 23924 43371 0 0 417844 434683 0 0 441768 478054 6282026 14363645 842031 2542639 6282026 14363645 1301097 2285869 0 0 0 0 0 2918599 111849 246036 0 0 22010 0 0 0 1464117 2602000 17947 2928006 462939 757184 230683 42674 1927057 3359184 248630 2970681 2769088 5901823 6530656 17334326 322442 299766 322442 299766 0 0 -29306 -18339 -1204339 27586 4045511 15417920 -881897 327352 4338647 15699347 108333 50000 0 0 1485493 1648231 1485493 1492407 1593826 1698231 1485493 1492407 100000 878404 0 0 877851 1293558 119424 39397 0 0 530195 71966 11259 15144 0 0 0 41862 0 0 1068049 1647272 56898 31209 2057159 3876240 706516 142572 3650985 5574471 2192009 1634979 2769088 5901823 6530656 17334326 299766 -18339 15417920 15699347 0 10967 0 10967 17741 0 1570799 1588541 4935 0 406524 411460 0 0 -13349732 -13349732 322442 -29306 4045511 4338647 299766 0 27586 327352 0 0 0 0 17741 0 1570799 1588541 4935 0 406524 411460 0 0 295000 295000 0 0 -2914249 -2914249 322442 0 -1204339 -881897 -2914249 -992908 1043067 652704 Change in working capital Change in working capital -441080 49030 -2312262 -291174 158730 174536 25894 22183 -2496886 -487893 0 867352 1081 10112 -1081 -877464 0 210793 203723 1072098 1588540 0 411460 0 2203723 861305 -294245 -504052 757184 1261236 462939 757184 1. Accounting policies Basis of preparation The financial statements have been prepared in accordance with the provisions of the Danish FinancialStatements Act applying to medium enterprises of reporting class C. The financial statements are adapted to the Company’s activity and are presented in Euro. Basis of consolidation The Consolidated Financial Statements comprise the Parent Company 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. Discontinued operations Discontinued operations comprise a separate line of business or geographical area of operations that has been disposed of or is classified as held for sale, or a subsidiary acquired exclusively with a view to resale. The results of discontinued operations—including any gain or loss on disposal or loss of control due to bankruptcy—are presented separately in the income statement as a single amount after tax. The comparative figures are not restated. Upon the bankruptcy of a subsidiary resulting in a loss of control, the enterprise is deconsolidated. The difference between the carrying amount of the net assets derecognized and any remaining investment or consideration received is recognized as a gain or loss from discontinued operations. Assets and liabilities related to discontinued operations are not restated in the comparative balance sheet. 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 reporting 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 balance sheet if it is probable that future financial benefits will flow to the Entity and the value of the asset can be measured reliably. Liabilities are recognized in the balance sheet 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 income statement as income earned. Statement of profit or loss Revenue recognition Revenue is recognised when risk and rewards related to the goods or services is transferred to the customer and it is probable that the economic benefits will flow to the Group. Revenue is measured at the fair value of the consideration received or receivable, excluding VAT and discounts. For comparison platforms, revenue is typically recognised when a qualified lead is delivered or when a referred customer completes a transaction, depending on contractual terms. Cost of sales Cost of sales includes expenses directly attributable to the delivery of services, such as partner commissions, platform fees, agent costs and marketing costs. These costs are recognised in the same period as the related revenue. Gross profit With reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue and costs of sales. Distribution expenses Distribution expenses comprise marketing costs, costs related to affiliate networks, and other expenses incurred in relation to the distribution of services and customer acquisition. Administrative expenses Administrative expenses include staff costs (excluding those directly related to service delivery), IT and office expenses, legal and professional fees, and other overhead costs necessary for the day-to-day operations of the Group. Staff expenses Staff expenses include wages and salaries, pensions, social security contributions, and other employee-related costs. For both the Group and the Parent Company, staff expenses are recognised in the income statement under the following categories based on the function of the employees: • Production costs – staff directly involved in development and operational delivery • Distribution costs – staff involved in marketing and customer-related activities • Administrative expenses – staff performing support functions such as finance, HR, and management The categorisation is made in accordance with the nature and role of the employee within the organisation and follows the functional layout of the income statement. Other operating income and expenses Include income and costs that are not directly attributable to the core operating activities of the Group. These are recognised in the period in which they are earned or incurred, on an accrual basis. Financial income and expenses Financial income and expenses comprise interest income and expense, realised and unrealised gains and losses on financial assets and liabilities, foreign exchange gains and losses, and similar items. Interest income and expenses are recognised in the income statement using the effective interest method. Foreign exchange gains and losses are recognised in the income statement when they arise. Tax on(profit)/loss for the year Income tax for the period comprises current tax and deferred tax. The tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities and their tax bases, using the balance sheet liability method. Balance sheet Development projects Development projects are recognised as intangible assets when the Group can demonstrate the technical feasibility of completing the project, its intention to complete it, and the ability to use or sell the asset. Completed projects are measured at cost less accumulated amortisation and impairment losses. Amortisation is provided on a straight-line basis over the expected useful life, typically 3 to 5 years. Costs of development projects comprise salaries, amortisation and other expenses directly or indirectly attributable to the Group’s development activities. 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. Goodwill Goodwill is amortised on a straight-line basis over the estimated useful life of 10 years, determined on the basis of Management’s experience with the individual business areas. Property, plant and equipment (PPE) Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the purchase price and directly attributable costs to bring the asset to working condition. Depreciation is calculated on a straight-line basis over the expected useful lives of the assets, which range from 3 to 10 years depending on the asset category. Repairs and maintenance are charged to the income statement when incurred. Amortisation, depreciation and impairment Amortisation and depreciation are calculated on a straight-line basis over the estimated useful lives of the assets: Intangible assets (e.g. software): 3–5 years Property, plant and equipment: 3–10 years Assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount Investments in subsidiaries Investments in subsidiaries are measured at cost in the financial statements. If an indication of impairment exists, an impairment test is performed. If the carrying amount exceeds the recoverable amount, the investment is written down accordingly. Distribution of profits from subsidiaries is recognised as income in the parent company when declared. Distributions from equity components other than retained earnings reduce the cost of investment. If a distribution exceeds the subsidiary’s earnings for the period, an impairment test is triggered. Investments in associates and joint ventures Investments in associates and joint ventures are recognised and measured using the equity method. The balance sheet value reflects the proportionate share of net assets, adjusted for unrealised profits or losses, fair value adjustments, and goodwill. Negative net asset values are recognised at zero, unless the Group has a legal or constructive obligation to cover the deficit, in which case a provision is recognised. Receivables Receivables are measured at amortised cost, which generally corresponds to nominal value less expected credit losses. Write-downs are made on an individual basis based on a risk assessment. Prepayments Prepayments include expenses paid in advance, such as rent, insurance, and software licenses. These are measured at nominal value and recognised as an asset until the service is received or the goods are delivered. Prepaid income is recognised as a liability until the related revenue is earned. Cash and cash equivalents Cash and cash equivalents include cash in hand and bank deposits available on demand. They are measured at nominal value. Equity – dividends Dividends, which Management proposes to pay out for the financial year, is presented as a separate line item under equity. Trade payables and other payables Trade payables and other liabilities are measured at amortized cost which in all material respects corresponds to nominal value. Other payables include VAT and accrued social security contributions and are recognised when the Group becomes obligated to settle the liability. Interest-bearing liabilities (debt to credit institutions and group companies) Loans and borrowings are initially recognised at fair value less directly attributable transaction costs. Subsequently, they are measured at amortised cost using the effective interest method. The classification between current and non-current liabilities is based on contractual terms and maturity dates. Deferred tax assets and liabilities Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities and their tax bases. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax is measured using the tax rates that are expected to apply in the period when the asset is realised or the liability is settled. Current tax receivables and liabilities Current tax receivables and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities, using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. 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 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 Flow Statement Cash flows from investing activities 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 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 Cash and cash equivalents comprise ”Cash at bank and in hand”. The cash flow statement cannot be immediately derived from the published financial records. Financial Highlights Three key financial ratios were calculated: Return on Assets (ROA), Solvency Ratio, and Return on Equity (ROE). The ROA is calculated using the formula: ROA = Profit/loss of primary operations x 100 / Total assets at year end The Solvency Ratio is calculated as: Solvency Ratio = Equity at year end x 100 / Total assets at year end Finally, the ROE is calculated as: ROE = Net profit for the year x 100 / Average equity These indicators provide insight into the company’s efficiency in resource utilization, financial soundness, and the returns delivered to its shareholders. true 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. 2. Going concern Management has prepared a liquidity budget for the entire Samlino Group in order to assess the necessary funding to continue operations and ensure ongoing development in 2026. The liquidity budget prepared by Management shows a need for additional liquidity of approx. EUR 300-500 thousand. In July 2026, Management has obtained loans from external parties amounting to EUR 600 thousand. Furthermore, in July 2026, Management renegotiated the terms of the external long-term loans and obtained debt covenant waivers as well as revised the interest payment plan and the payment plan of the principal amount. Hence, with the revised terms, the Group will not incur any cash outflows regarding interest in the second half of 2026 and furthermore, installments of the principal amount are now expected to be paid starting 1 July 2027. While there is an inherent uncertainty related to the prepared liquidity budget, Management is of the opinion that the measures taken in July 2026 has provided a sufficient cash buffer to absorb deviations between budgeted and realised figures. Consequently, the Financial Statements are prepared on a going concern basis. 3. Uncertainty relating to recognition and measurement The Group has recognized development projects amounting to EUR 396,693 and deferred tax assets amounting to EUR 417,844. The recognition is based on expected future positive operating and taxable results and is therefore inherently attached with uncertainty. It is Management’s assessment that the recognition and measurement is appropriate. 4. Special Items Group Parent comp any 2025 2024 2025 2024 EUR EUR EUR EUR Special items Impairment of goodwill 199,931 - - - Impairment of development projects 755,485 - - - Result of discontinued operations 1,182,383 - - - Deconsolidation of Belgian entities 5,827,648 - - - Impairment of receivables from group enterprises - - 5,190,056 - Impairment of investments in subsidiaries - - 8,034,475 - 7,965,447 - 13,224,531 - 9. Discontinued Operations During the financial year, the subsidiaries TopCompare Belgium Holding BV, TopCompare Belgium SPRL, and TopCompare Information Services Belgium SPRL entered bankruptcy proceedings. thConsequently, the Group has lost control over the companies, and they have been deconsolidated as of 16December 2025. The operations of the subsidiaries have been classified as discontinued operations. The financial performance of discontinued operations for the years 2025 and 2024 is as follows: Income Statement G ro up Note 2025 2024 EUR EUR Gross Profit/Gross (Loss) 581,980 865,065 Distribution Expenses (35,746) (163,306) Administrative Expenses (1,536,603) (1,079,056) Profit/(Loss) before financial items (EBIT) (990,369) (377,298) Financial Income - - Financial Expenses (192,014) (165,957) Profit/(Loss) before income tax (1,182,383) (543,255) Tax on profit/(loss) for the year - - Profit/(Loss) for the Year from discontinued operations (1,182,383) (543,255) The cashflows of discontinued operations for the years 2025 and 2024 is as follows: Group 2025 2024 EUR EUR Cash flows of discontinued operations Cash flows from: -operating activities 147,315 (568,999) -investing activities - (6,637) -financing activities (225,259) (570,914) Change in cash and cash equivalents for the year (77,944) (4,722) Cash and cash equivalents at 31 December - 113,605 5. Staff Expenses Group Parent company 2025 2024 2025 2024 EUR EUR EUR EUR Staff expenses Wages and salaries 5,226,012 6,252,927 - - Pensions 3,057 130,776 - - Other social security expenses 957,349 963,642 - - Other staff expenses 595,972 452,005 - - 6,782,390 7,799,350 - - Total staff expenses Including remuneration to the Executive Board and Board of 253,727 268,700 - - Directors 253,727 268,700 - - In accordance with section 98 B (3) of the Danish Financial Statements Act, remuneration to the Executive Board and the Board of Directors is disclosed on an aggregate level for both categories. The subsidiary, Samlino.dk ApS, has issued share options to a former CEO granting the former CEO a right to subscribe up to 60,000 shares in the Company at a nominal value of DKK 1. 199 185 0 0 6. Financial Income Financial income and expenses for the year are presented below. Amounts related to transactions with group enterprises are specified separately. Parent Company 2025 2024 EUR EUR Financial income of which from group enterprises 43,933 750,474 Financial expenses of which to group enterprises (52,643) (936) Total of Financial income (8,710) 749,538 7. Financial Expenses The Other Financial Expenses for the years 2025 and 2024 are as follows: Group Parent Com pany 2025 2024 2025 2024 EUR EUR EUR EUR Other Financial Expenses Other financial expenses (158,730) (174,536) (140,929) (137,902) Impairment of receivables from group companies - - (5,190,056) (9,844,427) Total of Financial expenses (158,730) (174,536) (5,330,985) (9,982,329) 8. Income tax expense The Income tax expense for the years 2025 and 2024 are as follows: Gro up Parent company 2025 2024 2025 2024 EUR EUR EUR EUR Income tax expense Current tax for the year (28,863) (46,713) - - Deferred tax for the year (16,838) 434,683 - - Total of Income tax expense (45,701) 387,970 - - -2914249 -992908 -13349732 -9250894 -2914249 -992908 -13349732 -9250894 11. Share capital The contributed capital of Samlino Group consists if the following share classes: Number of shares Nominal value EUR A-shares 2,111,549 282,687 B-shares 117,762 15,766 C-shares 179,188 23,989 Total 2,408,499 322,442 12. Intangible Assets Group 20 25 Completed development Goodwill projects Cost at beginning of year 3,751,454 249,914 Additions - - 3,751,454 249,914 Cost at year-end Amortisation and impairment at beginning of year 1,941,748 49,983 Amortisation for the year 206,197 - Impairment losses for the year 1,206,816 199,931 3,354,761 249,914 Amortisation and impairment at year-end Carrying amount at year-end 396,693 - Capitalised development projects consist of improvements to current and introduction of new comparison platform features. 13. Property, Plant and Equipment The changes in property, plant and equipment for the year 2025 are as follows: Property, plant and equipment Cost at beginning of year 32,723 Additions 1,081 Disposals (22,732) 11,073 Cost at year-end Depreciation/impairment at beginning of year 3,738 Depreciation for the year 3,764 Impairment losses - 7,503 Depreciation/impairment at year-end Carrying amount at year-end 3,570 14. Investments in subsidiaries Parent Cost at beginning of year 21,552,281 Other adjustments – Foreign exchange (22,175) 21,530,106 Cost at year-end Impairment losses at beginning of year 7,188,635 Impairment losses 8,059,445 15,248,080 Impairment losses at year-end Carrying amount at year-end 6,282,026 Registered Office Ownership Share capital Profit/(Loss) for the year % EUR EUR Equity interests in affiliated companies CEG Regional Limited United Kingdom 100 1 (40,345) Samlino.dk ApS Denmark 100 53,634 (397,908) Vertaa Ensin Suomi Oy Finland 100 25,000 217,269 Samlino.dk Tele ApS Denmark 100 5,363 (561,558) ComparaJa SA Portugal 100 100,000 308,471 CompeuGroup Sociedade de Portugal 100 5,000 57,342 Mediação de Seguros, Lda The share of equity and profit attributable to minority interests has been calculated for subsidiaries that are not fully owned by the Group. For entities where the Group’s ownership is less than 100%, the minority interests have been determined by applying the corresponding minority percentage to both the equity and the result for the year. The effect of the minority interest is not material to the Consolidated Financial Statements. Joint Ventures: Registered Office Ownership Equity 2025 Profit/(Loss) 2025 % EUR EUR CompareEurope Antenna B.V Netherlands 51 1,000 (8,382) 15. Other Receivables As of 31 December 2025, Other Receivables primarily comprise amounts related to VAT receivables, etc. 16. Deferred Tax Assets As at 31 December 2025 and 2024, the Group has recognized deferred tax assets as follows: Group 2025 2024 EUR EUR Deferred Tax Assets Beginning balance 434,683 - Additions - 434,683 Deferred tax expense (16,839) - Ending balance 417,844 434,683 Deferred taxes are calculated on temporary differences between the carrying amounts of assets and liabilities and their tax base, using the tax rates enacted or substantially enacted at the balance sheet date in each relevant jurisdiction and expected to apply when the temporary differences reverse. Deferred tax assets are recognized only to the extent that future taxable income is expected to absorb the deductible temporary differences. As of 31 December 2025, the Group has unrecognised tax assets in Denmark amounting to EUR 1,8 million. 17. Prepayments As at December 2025 and 2024, prepayments are related to prepaid insurance, subscriptions, licenses, memberships and marketing expenses. 18. Long-term debt As at 31 December 2025 and 2024, the Group and the Parent Company had outstanding debt to credit institutions as follows: Gro up Parent company 2025 2024 2025 2024 EUR EUR EUR EUR Debt to credit institutions Within 1 year 100,000 878,404 - - Between 1 and 5 years - - - - After 5 years - 50,000 - - Total of Debt to credit institutions 100,000 928,404 - - Gro up Parent company 2025 2024 2025 2024 EUR EUR EUR EUR Debt to Other Payables Within 1 year 1,068,049 1,647,272 46,763 31,209 Between 1 and 5 years 1,593,826 1,646,001 1,485,493 1,492,407 After 5 years - 2,230 - - Total of Debt to Other Payable 2,661,875 3,295,503 1,532,256 1,523,616 19. Deferred income Deferred Income refers to an advance payment received from a customer in Denmark, relating to services to be provided in a future period. In line with the accrual principle, the amount is recognised as a liability until the service is delivered. 20. Adjustments The adjustments for the years 2025 and 2024 are as follows: Samli no Gr oup 2025 2024 EUR EUR Cash flow statement - adjustments Financial expenses 158,730 174,536 Depreciation, amortisation and impairment losses, including losses and gains on sales 1,184,397 865,711 Tax on profit/loss for the year 28,863 46,713 Deferred tax assets 16,839 (434,683) Other adjustments (345,762) 427 Total adjustments 1,043,067 652,704 21. Change in working Capital The change in working capital for the years 2025 and 2024 is presented below and is broken down as follows: S amlin o Group 2025 2024 EUR EUR Cash flow statement - change in working capital Change in receivables (41,617) 597,220 Change in trade payables, etc (399,463) (548,190) Total change in working capital (441,080) 49,030 22. Contingent Assets, Liabilities and Other Financial Obligations The Parent company, Samlino Group A/S, has pledged the shares in the subsidiaries Samlino.dk ApS, and ComparaJá S.A. as security for the payment and satisfaction of all present and future obligations and stliabilities to an external party. The amount of the liability as of December 31 2025 is EUR 1,485,493. The Group has rental lease obligations of EUR 173,260 and other finance lease obligations of EUR 11,322. The Danish group companies are jointly and severally liable for tax on the jointly taxed incomes of the Group. The total amount of corporation tax payable by the Group amounts to DKK 0. Moreover, the Danish 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 Parent Company has issued letters of support for certain subsidiaries until 30 June 2026. 23. Related Parties The Group has transactions with related parties. All transactions during the financial year were made on an arm’s length basis. In accordance with section 98(c)(6) of the Danish Financial Statements Act, no further disclosures are required. 24. Subsequent Events Following the balance sheet date of 31 December 2025, Samlino Group has undergone a significant restructuring of its operations and cost base. As part of a broader strategic review, management implemented significant headcount reductions during 2026 in order to improve the profitability of the Samlino Group. Furthermore, to ensure a continous financing of the planned operations, Samlino Group has secured additional funding in July 2026 in the form of loans amounting to EUR 600 thousand from external lenders and also renegotiated the terms of current loans ensuring that as of the time of the approval of the Annual Report for 2025, all breaches of covenants are waived and that no cash outflow related to the loans are expected in the second half of 2026. Other than this, no events have occurred which may materially affect the Financial Statements for 2025. Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2025-01-01 2025-12-31 2024-01-01 2024-12-31 2026-07-31 Reporting class C, medium-size enterprise 42702994 2021-09-23 2026-07-31 529900VSWLQF0O3GA946 33771231 Strandvejen 44 2900 Hellerup Opinion Basis for Opinion 2026-07-31 mne42824 33771231 mne48479 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 29162 70095 17947 9408