Samlino Group A/S
Sølvgade 10
1307 Copenhagen K
Bu
siness Registration No. 42 70 29 94
Annual report 2022
The Annual General Meeting adopted the Annual Report on 18 July 2023
_________
_________________________
Chairman of the Annual General Meeting
Samlino Group A/S
Contents Page
Company information 1
Statement by Management on the annual report 2
Independent auditor’s report 3
Management Commentary 6
Financial statement of profit or loss and other comprehensive income 7
Financial statement of financial position 8
Financial statement of changes in equity 9
Notes to financial statements 10
Samlino Group A/S
1
Company information
The Company
B
usiness Registration No.: 42 70 29 94
Registered office: Copenhagen
D
ate of incorporation: 23.09.2021
Financial year: 01.01.2022 - 31.12.2022
Executive Board
Stefan Christian Hougaard Bruun, CEO
Board of Directors
Mads Faurholt-Jørgensen
Per Mikael Jensen
Stefan Christian Hougaard Bruun
Auditors
Samlino Group A/S
2
Statement by Management on the annual report
Executive Board
Board of Directors
Samlino Group A/S
3
Independent auditor’s report
Samlino Group A/S
4
Samlino Group A/S
5
Business Registration No 33 96 35 56
MNE no.: m ne33747
Samlino Group A/S
6
Management Commentary
Primary activities
Based in Copenhagen, Samlino Group A/S operates as a holding company in Denmark with group entities in
Denmark, United Kingdom, Finland, Belgium and Portugal.
Development in activities and finances
The income statement for 2022 shows a loss of EUR 165,812 against a loss of EUR 223,854 in 2021, and the
balance sheet at 31 December 2022 shows equity of T.EUR 25,656.
Events after the balance sheet date
No events have occurred after the balance sheet date to this date, which would influence the evaluation of this
annual report.
Samlino Group A/S
7
Financial Statements
Statement of profit or loss and other comprehensive income
EUR
Note
2022
2021
Revenue
Other external expenses
(178,601 ) (267,017 )
Profit/(loss) before tax
(165,812 )
(223,854 )
Tax for the year
Profit/(loss) for the year
(165,812 )
(223,854 )
Other comprehensive income
Other
comprehensive income that may be reclassified to profit
or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations
(10 )
Other comprehensive income for the year, net of tax
(10 )
Total comprehensive income for the year
(165,323 )
(223,864 )
Samlino Group A/S
8
Financial Statements
Statement of financial position
EUR
Note
31
December
2022
31
Deecember
2021
Investments in subsidiaries
5
Total non-current assets
Receivables from group enterprises
Other receivables
6
Cash
Total current assets
Total assets
Share capital
7
Retained earnings
(389,177 )
(223,854 )
Total equity
Trade payable
Payables to group enterprises
Other payables
8
Total current liabilities
Total liabilities
Total equity and liabilities
Samlino Group A/S
9
Financial Statements
Statement of changes in equity
EUR
Share
capital
Share
premium
Retained
earnings
Total
2022
Balance at 1 January 2022
(223,854 )
Exchange rate adjustments
0
(56,617)
0
(56,617)
Increase / (decrease) in share capital
Net profit/(loss) for the period
(165,323 )
(165,323 )
Balance at 31 December
(389,177 )
Samlino Group A/S
10
Notes
1. Accounting policies
2. Adoption of new and amended standards
3. Critical accounting judgements and key sources of estimation uncertainty
4. Tax for the year
5. Investments in subsidiaries and joint ventures
6. Other receivables
7. Share capital
8. Other payables
9. Financial risk
10. Related parties
11. Events after the reporting period
Samlino Group A/S
11
Notes
1. Accounting policies
The financial statements have been prepared in accordance with International Financial Reporting Standards
("IFRS") as adopted by the EU and additional Danish disclosure requirements for financial statements of report-
ing class B enterprises issued in accordance with the Danish Financial Statements Act ("DFSA").
Basis of preparation
The financial statements are presented in Euro (EUR).
The financial statements have been prepared on a going concern basis and in accordance with the historical cost
convention, except where IFRS explicitly requires use of other values.
For the purpose of clarity, the financial statements and the notes to the financial statements are prepared using
the concepts of materiality and relevance. This means that line items not considered material in terms of quanti-
tative and qualitative measures or relevant to financial statement users are aggregated and presented together
with other items in the financial statements. Similarly, information not considered material is not presented in
the notes.
The accounting policies, have been applied consistently during the financial year and for the comparative figures.
Consolidated financial statements
In accordance with section 110(1) of the Danish Financial Statements Act, the Company has not prepared
consolidated financial statements.
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.
Samlino Group A/S
12
Statement of profit or loss
Revenue
Revenue from the sale of services is recognised in the income statement when delivery is made to the buyer.
Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration
fixed. Management and Board of directors recharge for operational or marketing support services provided,
billed on a monthly basis based on the share of resources utilized. The charge is split equally between the sub-
sidiaries.
Other external Expenses
Other external expenses include expenses relating to the Entity’s ordinary activities, including expenses for
administration.
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 as described in note 2. If the carrying amount exceeds the recoverable
amount, investments are written down to such lower amount.
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.
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 an amount is distributed exceeding the sub-
sidiary's comprehensive income for the period, then an impairment test is performed.
Receivables
Receivables are measured at amortized cost, usually equaling nominal value less write-downs for bad and doubt-
ful debts.
Cash and cash equivalents
Cash comprises cash in hand and bank deposits
Equity - Reserves
The amounts of the Entity’s reserves and the movements therein for the current and prior period are presented
in the finansial statement of changes in equity.
The other reserves mainly comprise certain adjustments to equity arising from/in connection with group reor-
ganisations in prior periods and the equity component of the convertible loan notes issued in the prior year.
Trade payables and other payables
Samlino Group A/S
13
Other payables include VAT and are measured at cost.
2. Adoption of new and amended standards
New and amended standards and interpretations effective for annual periods beginning on or after 1 January
2023 are not expected to have any significant impact on the financial statements.
3. Critical accounting judgements and key sources of estimation uncertainty
As part of the preparation of the Entity's financial statements, Management makes a number of accounting esti-
mates and judgements as well as assumptions as a basis for recognising and measuring the company's assets,
liabilities, income and expenses.
The estimates, judgements and assumptions made are based on experience gained and other factors that are
considered prudent by Management in the circumstances, but which are inherently subject to uncertainty and
volatility.
The assumptions may be incomplete or inaccurate, and unforeseen events or circumstances may occur, for which
reason the actual results may differ from the estimates and judgements made. The accounting policies are de-
scribed in detail in note 1 to the financial statements to which we refer.
Management considers the following accounting estimates and judgements to be significant in the preparation
of the financial statements.
Judgements
In the process of applying the Entity’s accounting policies, Senior Management has made the following judge-
ment, which have the most significant effect on the amounts recognised in the financial statements:
Determination of functional currency
In determining the functional currency of the Entity, judgement is required to determine and consider the cur-
rency that mainly influences the entity’s financial operations. The functional currency is determined based on
Management’s assessment of the primary economic environment in which the entity operates. When the indica-
tors are mixed and the functional currency is not obvious, Management uses its judgement to determine the
functional currency that most faithfully represents the economic effects of the underlying transactions, events
and conditions. The functional currency within the Entity is mainly EUR. Therefore, there is no significant
judgement related to the assessment of the functional currency.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are described below.
Impairment of receivables from group enterprises
Samlino Group A/S
14
The Entity assesses at the end of each reporting period whether there is any objective evidence that a receivable
is impaired. To determine whether there is objective evidence of impairment, the Entity considers factors includ-
ing, inter alia, the probability of insolvency or significant financial difficulties of the debtor and default or sig-
nificant delay in payments. As of now, there is a risk that the Entity’s subsidiaries aren’t able to repay its debt.
It’s managements judgement that the financial performance of the subsidiaries in 2022 and in 2023 underlines
the valuation of the receivables at the carrying amount.
Impairment of non-financial assets
The Entity assesses whether there are any indicators of impairment for all non-financial assets at the end of each
reporting period. Non-financial assets with finite useful lives are tested for impairment when there are indicators
that the carrying amounts may not be recoverable.
An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable
amount, which is the higher of its fair value less costs to sell and its value in use. The calculation of the fair value
less costs to sell is based on available data from binding sales transactions in an arm’s length transaction of
similar assets or observable market prices less incremental costs for disposing of the asset. When value in use
calculations are undertaken, Management must estimate the expected future cash flows from the asset or cash-
generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.
4. Tax for the year
The major components of income tax expense for the years ended 31 December 2022 and 2021 are:
EUR
2022
2021
Current tax for the year
0
0
Income tax expense reported in the statement of profit or loss
0
0
2022
Profit/(loss) before tax
(165,812)
Tax calculated as 22% of profit/(loss) before tax
(36,478)
Tax losses not recognised
36,478
Effective tax
0
Effective tax rate for the year (%)
0%
At the end of the reporting period, the Entity had unused tax losses of EUR 260.527 Pre-tax (2021: EUR
224,049).
Samlino Group A/S
15
5. Investments in subsidiaries and joint ventures
EUR
Investments in
subsidiaries
Investments in
joint ventures
Total
2022
Cost at 1 January
19
0
19
Additions
0
0
0
Cost at 31 December
19
0
19
Investments in subsidiaries are being assessed on a recurring basis for any indication of the recoverable amount
exceeding the carrying amount. There has not been any indication thereof during the year 2022.
Name Country Ownership
CompareEuropeGroup Limited United Kingdom 100%
CompareEuropeGroup Regional Limited United Kingdom 100%
Samlino.dk Aps Denmark 100%
Vertaa Ensin Suomi Oy Finland 100%
TopCompare Belgium SPRL Belgium 100%
CompareEuropeGroup Portugal Unipessoal Lda Portugal 100%
ComparaJa SA Portugal 97%
CompeuGroup – Sociedade de Media De Seguros Lda
TopCompare Information Services Belgium SPRL
Portugal
100%
Belgium
100%
TopCompare Belgium Holding
Belgium
99%
ODIM (Tariefchecker)
Belgium
100%
Joint Ventures:
Name Country Share
Capital
Ownership
CompareEurope Antenna B.V
CompareGreece Μονοπρόσωπη ΙΚΕ
Netherlands
Greece
EUR
1,000 51%
EUR
5,000 100%
6. Other receivables
EUR
2022
2021
VAT
7
3,736
17,994
Total
3,746
17,994
Samlino Group A/S
16
7. Share capital
Number of
preference
shares
in issue
Share
capital
Share
premium
Total
EUR
At 31 December 2021 and 1.
January 2022
2,111,552
283,952
25,212,578
25,496,530
Exchange rate adjustments
0
0
(56,617)
(56,617)
New share issue
42,586
5,727
599,590
605,317
At 31 December 2022
2.154.138
289,679
25,755,551
26,045,230
8. Other payables
EUR
2022
2021
Accruals
100,331
163,247
Receipt in advance
36,898
0
Total
137,299
163,247
9. Financial risks
Capital management
The Entity's manages its capital to ensure that it will be able to continue as a going concern while maximising
the return to shareholders through the optimisation of the debt and equity balances. The capital structure of the
Entity consists of net debt and equity. Management reviews the capital structure continually to consider if the
current capital structure is in accordance with the Entity's and shareholders’ interests.
Financial risk management
Due to the nature of its operations, investments, and financing, the Entity is exposed to a number of financial
risks. It is the Entity’s policy to operate with a low risk profile in order for currency risks, interest rate risks and
credit risks only to occur in commercial relationships. The scope and nature of the Entity's financial instruments
appear from the statement of profit or loss and statement of financial position in accordance with the accounting
policies applied. Provided below is information about factors that may influence amounts, time of payment, or
reliability of future payments, where such information is not provided directly in the financial statements. This
note addresses only financial risks directly related to the Entity's financial instruments.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations towards the Entity, resulting in a financial
loss.
The credit risk of the Entity's other financial assets, which comprise cash and cash equivalents, financial assets
included other receivables, arises from default of the counterparty, with a maximum exposure equal to the car-
rying amounts of these instruments.
Samlino Group A/S
17
Concentrations of credit risk are managed by counterparty. At the end of the reporting period, the Entity has a
low concentration of credit risk as the accounts receivables of the Entity were spread among several different
subsidiaries in several different countries in Europe.
Foreign currency risk
The Entity has transactional currency exposures. Such exposure mainly arises from transactions generated or
expenses incurred in currencies other than the Entity’s functional currency. Most of the Entity’s transactions is
in EUR or DKK. Due to the Danish fixed rate policy of DKK compared to EUR the Entity has no material
exposure to DKK.
Liquidity risk
The Entity's objective is to ensure there are adequate funds to meet its liquidity requirements in the short and
longer terms. In the management of liquidity risk, the Entity considers the maturity of both its financial liabilities
and financial assets.
The table below summarises the maturity profile of the Entity's financial liabilities based on contractual undis-
counted payments which include estimated interest payments:
EUR
Not past due
Overdue by
0-30 days
Overdue by
31-60 days
Overdue by
>60 days
Write-
downs
31 December 2022
Trade payables
-
20,713
-
-
-
Payables to group enterprises
41,858
Other payables
-
-
-
137,230
-
Total
-
20,713
-
179,088
-
Samlino Group A/S
18
Financial instruments
The Entity's principal financial instruments comprise cash and cash equivalents. The main purpose of these fi-
nancial instruments is to finance the Entity's operations. The Entity has various other financial assets and liabil-
ities such as receivables from group enterprises, financial assets included in other receivables, financial liabilities
included in other payables and accruals, which mainly arise directly from its operations.
It is, and has been throughout the period under review, the Entity's policy not to undertake any trading in financial
instruments.
EUR
31 December 2022
Receivables from group enterprises
25,842,094
Other receivables
3,736
Cash
10,005
Financial assets measured at amortised cost
25,855,834
Trade payables
20,712
Payables to group enterprises
41,858
Other payables
137,228
Financial liabilities measured at amortised cost
199,800
Classification of financial assets measured at amortised cost
Since the Entity's financial instruments measured at amortised cost are either short-term and/or exposed to float-
ing interest rates, Management has assessed that the carrying amount is a reasonable approximation of fair value.
10. Related parties
Shareholders
Registered office
Basis of influence
CompareEuropeGroup Limited
London, United kingdom
100%
Other related parties of the Group with significant influence comprise the Board of Directors and the Executive
Board and their related parties.
All transactions with related parties have been carried out at arm’s length.
In addition to the transactions, arrangements and balances detailed elsewhere in these financial statements, the
Entity had the following transactions with related parties during the year:
The management and administrative support fees were charged to fellow subsidiaries at terms agreed by the
relevant parties.
Samlino Group A/S
19
Joint taxation
The Entity participates in a Danish joint taxation arrangement where Samlino Group A/S serves as the admin-
istration 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.
11. Events after the reporting period
From the balance sheet date and until today, no further circumstances, which would influence the evaluation of
the annual report, have occurred.