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Vonpende Holdings PLC

Annual / Quarterly Financial Statement Apr 27, 2023

2536_10-k_2023-04-27_62948c57-6295-4579-a3dd-992682f5e91b.pdf

Annual / Quarterly Financial Statement

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REPORT AND CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

CONTENTS PAGE
Board of Directors and other officers 1
Management Report 2 - 3
Independent auditor's report 4 - 6
Consolidated statement of profit or loss and other comprehensive income 7
Consolidated statement of financial position 8
Consolidated statement of changes in equity 10 - 11
Consolidated cash flow statement 12
Notes to the consolidated financial statements 14 - 49

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors: Georgios Koufaris
Marina Tsoy
Nicos Athanasiou
Company Secretary: KC Secretarial Services Ltd
Independent Auditors: CEA Audit
Certified Public Accountants and Registered Auditors
8 Kennedy Avenue
Athienitis Building
4th floor, Office 401
1087 Nicosia
Business address: Akamantis Business Center
Egypt street, 10 Office no.306
3rd floor, P.C. 1097, Nicosia, Cyprus
Registered office: Angelou Terzaki Street, 110
Office No.4, 2402
Egkomi, Nicosia
Cyprus
Bankers: Credit Suisse AG, Switzerland
EcommBX Limited, Cyprus
Mirabaud (Middle East) Limited, United Arab Emirates
Deutsche Bank (Schweiz) AG, Switzerland
Mirabaud & Cie Ltd, Zurich, Switzerland
JSC Bank "National Standard", Russia
Registration number: HE216944

MANAGEMENT REPORT

The Board of Directors presents its report and audited financial statements of Vonpende Holdings P.L.C ("the Company") and its subsidiaries (together with the Company, the "Group") for the year ended 31 December 2021.

Principal activities and nature of operations of the Group

The principal activities of the Group comprise the trading in financial instruments, the receiving of loans, the ownership of commercial property, the distribution and provision of telecommunication equipment and the completion of networking solutions, wireless and wired. Additionally, the Group invests in marketable securities via high caliber local and international institutions and is actively investing and seeking opportunities in the real estate industry in Cyprus and abroad.

Review of current position, future developments and performance of the Group's business

The Group's development to date, financial results and position as presented in the consolidated financial statements are considered satisfactory.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Group are disclosed in notes 6, 7, 30 and 33 of the consolidated financial statements.

Results

The Group's results for the year are set out on page 7.

Dividends

The Board of Directors of the Company does not recomment of a dividend and the net profit for the year is retained.

During 2021, the Board of Directors of the subsidiary company Winncom Technologies Holding Ltd approved the payment of a dividend of EUR982.292 (2021: EUR1.078.744).

Share capital

On 7 July 2021 the Cyprus Stock Exchange Emerging Companies Market Board approved the admission of an additional 346.400 ordinary shares to the existing listed share capital of the Company, under the symbol "VOPE" and the ISIN code CY0107170710.

Implementation and compliance to the Code of Corporate Governance

The Group recognises the implementing sound corporate governance policies, practices and procedures. As a company listed on the Cyprus Stock Exchange (CSE), Vonpende Holdings P.L.C. (the "Company") has adopted CSE's Corporate Governance Code and applies its principles.

In January 2019 the CSE issued a revised Code of Corporate Governance. The Company complies with all the provisions of the revised code.

The Board of Directors of the Company and consequently Vonnende Group (comprising of the Company and its Subsidiaries, both in Cyprus and abroad, as listed on page 50, herein) has corporate responsibility in relation to the Investments of the Companies Under Supervision (as defined in the Group Investments Operations Manual of the Company, comprising of the Subsidiaries which do not have their own investment committees) and the Company itself. In this respect, the Vonpende Group's investment decision making depends on the Investment Committee's recommendations which are the foundations for the Board of Director's review and approval of investment transactions, if a review and approval of the Investment Committee and adoption of the Board of the Company and (or) Companies Under Supervision are required.

Furthermore, the primary responsibility of the Investment Committee is to oversee the evaluation of anticipated investments and report at regular intervals to the Board of Directors of the Company (or) of the Companies Under Supervision. In addition, the Investment Committee provides assistance to the Companies Under Supervision, and consequently to the Company, so as to fulfill its oversight responsibility to the shareholders related to the Companies under Supervision, their Investments, and portfolio.

MANAGEMENT REPORT

Further, the Investment Committee establish free and open communications between External Accountants, Consultants, Investment Managers, External Asset Managers, the Company and the Companies under Supervision. In discharging its oversight role, the Investment Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and (or) Companies under Supervision.

Finally, the Investment Committee is empowered to revise any decision made by any of the Board of the Company and (or) the Companies Under Supervision, which is intended to harm the Company's and (or) the Companies' Under Supervision profitability.

Board of Directors

The members of the Group's Board of Directors as at 31 December 2022 and at the date of this report are presented on page 1.

In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office.

There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.

Operating Environment of the Group

Any significant events that relate to the operating environment of the Group are described in note 30 to the consolidated financial statements.

Events after the reporting period

Any significant events that occurred after the end of the reporting period are described in note 36 to the consolidated financial statements.

Independent Auditors

The Independent Auditors, CEA Audit, have expressed their willingness to continue in office and a resolution qiving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.

order of the Board of Directors,

Georgios Koufaris Director

Nicosia, 27 April 2023

Independent Auditor's Report

To the Members of Vonpende Holdings P.L.C.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Vonpende Holdings P.L.C. (the "Company") and its subsidiaries (the "Group"), which are presented in pages 7 to 49 and comprise the consolidated statement of financial position as at 31 December 2022, and the consolidated statements of profit or loss and other comprehensive income, changes in equity and or essen, and the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the be be becamber in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, 13.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Consolidated Financial Statements' section of our report. We are independent of the Group in accordance with the International Ethic Standards Board for Accountants of the Group in accordance will the Intendinal Chica
Indenendones Standards) (IFCRA Code of Ethics for Professional Accountants (including Inc Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Cyprus, 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.

Other information

The Board of Directors is responsible for the other information comprises the information comprises the information included in the Management Report, but does not information. The other information statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consilidated financial statements or our knowledge obtained in the andit or otherwise appears to be materially misted. If, based on the work we have performed, we conclude that there is a material misstated. It, is ther information, we are required to report that fact. We have nothing to report in this regard.

4

Independent Auditor's Report (continued)

To the Members of Vonpende Holdings P.L.C.

Responsibilities of the Board of Directors for the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are 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 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 consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated 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 internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
  • Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group'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 consolidated 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 Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
  • Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit finding any significant deficiencies in internal control that we identify during our audit.

Independent Auditor's Report (continued)

To the Members of Vonpende Holdings P.L.C.

Report on Other Legal Requirements

Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:

  • In our opinion, the Management Report has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap 113, and the information given is consistent with the consolidated financial statements.
  • · In our opinion, and in the light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified material misstatements in the Management Report.

Other Matter

This report, including the opinion, has been prepared for and only for the Group's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

Demos Nicolaides Certified Public Accountant and Registered Auditor for and on behalf of CEA Audit Certified Public Accountants and Registered Auditors

Nicosia, 27 April 2023

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Year ended 31 December 2022

Note 20172
国JIR
2021
EUR
Revenue
Cost of sales
ਹੈ
10
76.435.005
(53.013.519)
91.376.560
(48.205.189)
Gross profit 25.421.486 43.171.371
Other operating income
Distribution expenses
Administration expenses
Other expenses
11
12
13
261.695
(669.351)
(2.447.384)
(16.557.389)
8.664.391
(414.540)
(2.351.716)
(4.358.442)
Operating profit 4,009.057 44.711.064
Net finance costs 14 (401.506) (156.279)
Share of results of associates 1.130.975 (4.168.687)
Profit before tax 4.738.476 40.386.098
lax 15 (3.875.131) (4.879.284)
Net profit for the year 863.345 35.506.814
Other comprehensive income
Financial assets at fair value through other comprehensive income - Fair
value gains/(losses)
Financial assets at fair value through other comprehensive income - Profit
transferred to retained earnings due to liquidation
2.983.773
45.750
(21.301.808)
Other comprehensive income/ (loss) for the year 3.029.523 8.690.373
(12.611.235)
Total comprehensive income for the year 3.892.868 22.895.579
Net (loss)/ profit for the year attributable to:
Equity holders of the parent Company
Non-controlling interests
(608.075)
1.4751.420
34.383.066
1.123.748
Net profit for the year 863.345 35.506.814
Total comprehensive income for the year attributable to:
Equity holders of the parent Company
Non-controlling interests
2.471.448
1.471.420
21.795.269
1.100.310
Total comprehensive income for the year 3.892.868 22.895.579
Profit per share attributable to equity holders of the parent
Company (EUR)
16 3,40 140.01

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 December 2022

2002 2021
Note EUR EUR
ASSETS
Non-current assets
Property, plant and equipment 90.095 4.365
Investment properties 17 3.765.709 25.621.674
Goodwill 740.3741 740.321
Investments in subsidiaries 18 40.690.524 37.534.444
Investments in associates 19 124115.986 12.424.319
Financial assets at fair value through other comprehensive income 20 513 960 786.267
Loans receivable 21 744.233.134 917.337.949
802.249.729 994.449.339
Current assets
Inventories 22 9.0797233 7.901.247
Trade and other receivables 23 17 7 7 9 954 7.927.332
Loans receivable 21 28.501.645 975.383
Financial assets at fair value through profit or loss 24 11:3109.142 106.074.002
Cash and cash equivalents 25 26.217 657 47.684.465
194.587.681 170.562.429
Total assets 996.837.410 1.165.011.768
EQUITY AND LIABILITIES
Equity
Share capital 26 7.500.000 7.500.000
Share premium 3761755 3.761.753
Fair value reserve - Financial assets at fair value through other
comprehensive income (29.033.745) (32.063.266)
Non-refundable advances 356 aks 353.933
Translation reserve 2.419.957 9.896.424
Retained earnings 104.718.571 98.878.221
Non-controlling interests 9.586.807 8.115.387
Total equity 99.307.276 96.442.452
Non-current liabilities
Borrowings 27 843.214.685 1.005.169.696
843.214.685 1.005.169.696
Current liabilities
Trade and other payables 28 13.778.650 12.963.739
Borrowings 27 40.535.475 50.430.643
Current tax liabilities 29 1.374 5.238
54.315.449 63.399.620
Total liabilities 897.530.134 1.068.569.316
Total equity and liabilities 996.837.410 1.165.011.768

On 27 April 2023 the Board of Directors of Vonpende Holdings P.L.C. authorised these consolidated financial statements for issue.

Georgios Koufaris
Director)

Nicos Athanasiou Director

VONPENDE HOLDINGS P.L.C.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Year ended 31 December 2022

Attributable to equity holders of the Company
Note Share
EUR
capital
EUR
Share
premium
Fair value
ancial assets
at fair value
through other
comprehensive
income
EUR
reserve -
Fin
refundable
advances
EUR
Non-
EUR
Translation
reserve
EUR
Retained
earnings
EUR
Total
controlling
interests
EUR
Non-
EUR
Total
Balance at 1 January 2021 37.70.000 1.856 - 50 17.896.878) 353.933 9.896.424 74.264.472 71.644.504 4.906.678 76.551.182
Comprehensive income
Net profit for the year
34.383.066 34.383.066 1.123.748 35.506.814
Other comprehensive income
Fair value adjustment
(21.278.370) (21.278.370) (23.438) (21.301.808)
Transfer to retained earnings due
to liquidation
8.690.573 (8.690.573)
Other comprehensive income for
the year
12.587.797 (8.690.573) 21.278.370 (23.438) (21.301.808)
Total comprehensive income for
the year
12.587.797 25.692.493 13.104.696 1.100.310 14.205.006
Transactions with owners
Issue of share capital
Dividends
26 4.330.000 1.905.200 1.078.744) 6.235.200
1.078.744)
529.806 1.078.744)
6.765.006
Total transactions with owners 4.330.000 1.905.200 .078.744) 5.156.456 529.806 5.686.262
Change in NCI shareholding
Other movements
.578.593 .578.593) 1.578.593

The notes on pages 14 to 49 form an integral part of these consolidated financial statements.

10

VONPENDE HOLDINGS P.L.C.
Attributable to equity holders of the Company
Note Share
EUR
capital
Share
EUR
premium
Fair value
Financial assets
EUR
at fair value
comprehensive
reserve -
through other
income
refundable
EUR
advances
Non-
EUR
reserve
Translation
earnings
EUR
Retained
EUR
Tota
EUR
controlling
interests
Non-
EUR
Total
Total other movements (1.578.593) (1.578.593) 1.578.593
Balance at 31 December
2021/ 1 January 2022
7.500.000 3.761.753 (32.063.268) 353.933 9.896.424 98.878.221 88.327.063 8.115.387 96.442.450
Comprehensive income
Net profit for the vear
(608.075) (608.075) 1.471.420 863.345
Transfer to retained earnings due
Other comprehensive income
Fair value adjustment
2.983.773 2.983.773 2.983.773
to disposal 45.750 (45.750) -
Other comprehensive income for
the year
3.029.523 (45.750) 2.983.773 2.983.773
Total comprehensive income for
the year
3.029.523 (653.825) 2.375.698 1.471.420 3.847.118
Transactions with owners
Dividends
(982.292) (982.292) (982.292)
Total transactions with owners 1982 292 (982.292) (982.292)
Other movements (7.476.467) 7.476.467
Total other movements (7.476.467) 7.476.467
Balance at 31 December 2022 7.500.000 3.761.75% 29.033.745) 353.933 2.419.957 104.718.571 89.720.469 9.586.807 99.307.276

The notes on pages 14 to 49 form an integral part of these consolidated financial statements.

11

CONSOLIDATED CASH FLOW STATEMENT Year ended 31 December 2022

2072 2021
CASH FLOWS FROM OPERATING ACTIVITIES Note EUR EUR
Profit before tax
Adjustments for: 4.738.476 40.386.098
Depreciation of property, plant and equipment 2.690 9.370
Unrealised exchange profit (3.190.661) (2.805.790)
Share of (profit)/loss from associates 19 (1.130.925) 4.168.687
Loss/(profit) from the sale of investment properties 13.939.676 (16.437)
Fair value gains on investment property (9.339.863) (1.567.779)
Fair value losses/(gains) on financial assets at fair value through profit or
OSS 9.078.770 (7.074.160)
Impairment charge - investments in associates
Impairment charge on loans receivable
16 2.039.146 166.533
Impairment charge of trade receivables 13 1.849.072
Dividend income 13 145.629 875.712
Interest income g
9
(7.555.855) (30.127.573)
Interest expense 10 (50.528.783)
37.150.453
(44.735.362)
32.969.286
(4.651.247) (5.902.393)
Changes in working capital:
Increase in inventories
Increase in trade and other receivables
(1.128.036) (3.658.963)
(9.948.251) (2.625.769)
Increase in financial assets at fair value through profit or loss
Decrease/(increase) in bank deposits
(13.143.757) (22.679.609)
Increase in trade and other payables 13.241.906 (26.744.403)
814.911 4.180.112
Cash used in operations (14.814.474) (57.431.025)
Interest received 47.651.540 44.690.268
Dividends received 4.132.201 30.127 57/3
Tax paid (3.878.995) (4.893.447)
Net cash generated from operating activities 33.090.77 12.493.369
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of property, plant and equipment (87.579)
Payment for purchase of investment property 17 (8.744) (13.166)
Payment for purchase of financial assets at fair value through other
comprehensive income (778.971)
Payment for purchase of investments in subsidiaries
Payment for purchase of investments in associated undertakings
18 (42.000)
Loans granted 19 (599.888) (317.647)
Loans repayments received (59.762.111)
Proceeds from sale of investment properties 17 340 356.654 246.911.268
Proceeds from sale of investments in subsidiary undertakings 17.264.896 100.436
Interest received 9.164 122.861
45.094
Proceeds from sale of financial assets at amortised cost 29.689.091
Payment for purchase of financial assets at amortised cost (478.726.781) (37.639.460)
Net cash (used in)/generated from investing activities (91.603.187) 148.626.304

CONSOLIDATED CASH FLOW STATEMENT Year ended 31 December 2022

240777 2021
Note EUR EUR
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 6.765.005
Repayments of borrowings (170.507.324) (154.805.715)
Proceeds from borrowings 258.598.595
Interest paid (36.820.966) (32.969.286)
Dividends paid (982.292) (1.078.744)
Net cash generated from / ( used in ) financing activities 50.288.013 (182.088.740)
Net decrease in cash and cash equivalents (8.224.902) (20.969.067)
Cash and cash equivalents at beginning of the year 15.134.616 36.103.683
Cash and cash equivalents at end of the year 6.909.714 15.134.616

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

1. Incorporation and principal activities

Country of incorporation

The Company Vonpende Holdings P.L.C. (the "Company") was incorporated in Cyprus on 20 December, 2007 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at Angelou Terzaki Street, 110, Office No.4, 2402, Egkomi, Nicosia, Cyprus. Its business address at Akamantis Business Center, Egypt street, 10, Office no. 306, 3rd floor, P.C. 1097, Nicosia, Cyprus.

Principal activities

The principal activities of the Group comprise the trading in financial instruments, the receiving and granting of loans, the ownership of commercial property, the distribution and provision of telecommunication equipment and the completion of networking solutions, wireless and wired. Additionally, the Group invests in marketable securities via high caliber local and international institutions and brokers and is actively investing and seeking opportunities in the real estate industry in Cyprus and abroad.

2. Basis of preparation

These consolidated financial statements have been prepared in accordance with International Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. These consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of investments in subsidiary companies which are classified as financial assets at fair value through other comprehensive income and measured at fair value, investment properties measured at fair value and financial assets at fair value through profit or loss.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

3. Adoption of new or revised standards and interpretations

During the current year the Group adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2022. This adoption did not have a material effect on the accounting policies of the Group.

4. Significant accounting policies

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented in these consolidated financial statements unless otherwise stated.

Basis of consolidation

The Company has subsidiary undertakings for which section 142(1)(b) of the Cyprus Companies Law Cap. 113 requires consolidated financial statements to be prepared and laid before the Company at the Annual General Meeting. The Group's consolidated financial statements are comprised of the financial statements of the parent company Vonpende Holdings P.L.C. and the financial statements of the following subsidiaries: "Wing Hang Enterprises (Cyprus) Limited", "Kirnione Holdings Limited", "Winncom Technologies Holding Limited" (the "Irish Group"), "Alodie Properties Limited", "Elbridge Investments (Cyprus) Limited", "Lostmperi Holdings Ltd" and its subsidiary "Aeliano Enterprises Limited". The "Irish Group" is consisted of "Winncom Technologies Holding Limited" and its subsidiary "Winncom Technologies EU Limited".

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Basis of consolidation (continued)

The financial statements of all the Group companies are prepared using uniform IFRS accounting policies. All intercompany transactions and balances between Group companies have been eliminated during consolidation.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

  • deferred tax assets or liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
  • liabilities or equity instruments related to share-based payments of the acquiree or sharebased payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and
  • assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assess acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurements are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Business combinations (continued)

When a business combination is achieved in stages, the Group's previously held equire is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognising its share of further losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group's share of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss.

The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognised in the Group's consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

Revenue

Revenue is recognised on the following basis:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Revenue recognition (continued)

Sale of products

Sales of products are recognised at the point in time when the Group satisfies its performance obligation by transferring control over the promised products to the customer, which is usually when the products are delivered to the customer, risk of obsolescence and loss have been transferred to the customer and the customer has accepted the products.

Rendering of services

Rendering of services - over time:

Revenue from rendering of services is recognised over time while the Group satisfies its performance obligation by transferring control over the promised service to the customer in the accounting period in which the services are rendered.

For fixed price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

The input method is used to measure progress toward completion of the performance obligation as it provides a faithful depiction of the transfer of the services to the customer.

Rendering of services - at a point in time:

The Group concluded that it transfers control over its services at a point in time, upon receipt by the customer of the service, because this is when the customer benefits from the relevant service.

Income from investments in securities

Dividend from investments in securities is recognised when the right to receive payment is established. Withheld taxes are transferred to profit or loss. Interest from investments in securities is recognised on an accruals basis.

Profits or losses from the sale of investments in securities represent the difference between the net proceeds and the carrying amount of the investments sold and is transferred to profit or loss.

The difference between the fair value of investments at fair value through profit or loss as at 31 December 2022 and the mid cost price represents unrealised gains and is included in profit or loss in the period in which it arises. Unrealised gains and losses arising from changes in the fair value of financial assets at fair value through other comprehensive income are recognised in other comprehensive income and then included in the fair value reserve in equity. When financial assets at fair value through other comprehensive income are sold or impaired, the accumulated fair value adjustments are transferred to retained earnings.

Rental income

Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.

Interest income .

Interest income is recognised on a time-proportion basis using the effective interest method.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Revenue recognition (continued)

Dividend income

Dividends are received from financial assets measured at fair value through profit or loss (FVTPL) and at fair value through other comprehensive income (FVOCI). Dividends are recognised as other income in profit or loss when the right to receive payment is established. This applies even if they are paid out of preacquisition profits, unless the dividend clearly represents a recovery of part of the cost of an investment. In this case, the dividend is recognised in OCI if it relates to an investment measured at FVOCI.

Employee benefits

The Group and its employees contribute to the Government Social Insurance Fund based on employees' salaries. The Group's contributions are expensed as incurred and are included in staff costs. The Group has no legal or constructive obligations to pay further contributions if the scheme does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods.

Finance income

Interest income is recognised on a time-proportion basis using the effective method.

Finance costs

Interest expense and other borrowing costs are charged to profit or loss as incurred.

Foreign currency translation

(1) Functional and presentation currency

Items included in the Group's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Euro (EUR), which is the Group's functional and presentation currency.

(2) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Translation differences on non-monetary items such as equities held at fair value through profit or loss are reported as part of the fair value gain or loss.

Tax

Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.

Dividends

Dividend distribution to the Company's shareholders is recognised in the Group's financial statements in the year in which they are approved by the Company's shareholders.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Property, plant and equipment (continued)

Depreciation is calculated on the straight-line method so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates used are as follows:

Furniture, fixtures and office equipment
Computer hardware and operating systems
Office equipment 20

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.

Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Investment properties

Investment properties, represent mainly investment in land in Egkomi, Cyprus which is held for capital appreciation and carried at fair value at the reporting date. Gains or losses arising from changes in the fair value of investment property are included in profit or loss for the period in which they arise.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the continued use of the asset. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

Financial assets

Financial assets - Classification

The Group classifies its financial assets in the following measurement categories:

  • those to be measured subsequently at fair value (either through OCI or through profit or loss), and
  • those to be measured at amortised cost.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Financial assets (continued)

Financial assets - Classification (continued)

The classification and subsequent measurement of debt financial assets depends on: (i) the Group's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

For investments in equity instruments that are not held for trading, the classification will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). This election is made on an investment basis.

All other financial assets are classified as measured at FVTPL.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

Financial assets - Recognition and derecognition

All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention ("regular way" purchases and sales) are recorded at trade date, which is the date when the Group commits to deliver a financial instrument. All other purchases and sales are recognised when the entity becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Financial assets - Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.

Debt instruments

Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments.

Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in 'other income'. Any gain or loss arising on derecognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income. Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, bank deposits with original maturity over 3 months, trade receivables and financial assets at amortised cost.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Financial assets (continued)

Financial assets - Measurement (continued)

FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOC. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/((losses). Interest income from these financial assets is included in "other income". Foreign exchange gains and losses are presented in "other gains/(losses)" and impairment expenses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income.

FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within "other gains/(losses)" in the period in which it arises.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group's Management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. The Group's policy is to designate equity investments as FVOCI when those investments are held for strategic purposes other than solely to generate investment returns. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established.

Changes in the fair value of financial assets at FVTPL are recognised in "other gains/(losses)" in the consolidated statement of profit or loss and other comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVTPL are not reported separately from other changes in fair value.

Financial assets - impairment - credit loss allowance for ECL

The Group assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at AC. The Group measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (i) time value of money and (iii) all reasonable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.

The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of profit or loss and other comprehensive income within other expenses. Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item.

Debt instruments measured at AC are presented in the consolidated statement of financial position net of the allowance for ECL.

The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:

For trade receivables and contract assets, including trade receivables and contract assets with a significant financing component, and lease receivables the Group applies the simplified by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the financial assets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Financial assets (continued)

Financial assets - impairment - credit loss allowance for ECL (continued)

For all other financial instruments that are subject to impairment under IFRS 9, the Group applies general approach three stage model for impairment. The Group applies a three stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1.

Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter ("12 Months ECL"). If the Group identifies a significant increase in credit risk ("SICR") since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any ("Lifetime ECL"). Refer to note 6, Credit risk section, for a description of how the Group determines when a SICR has occurred. If the Group determines that a financial asset is creditimpaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Group's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.

Financial assets -Reclassification

Financial instruments are reclassified only when the business model for managing those assets changes. The reclassification has a prospective effect and takes place from the start of the first reporting period following the change.

Financial assets - write-off

Financial assets are written off, in whole or in part, when the Group exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Group may write-off financial assets that are still subject to enforcement activity when the Group seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.

Financial assets - modification

The Group sometimes renegotiates or otherwise modifies the contractual terms of the financial assets. The Group assesses whether the modification of contractual cash flows is substantial considering, among other, the following factors: any new contractual terms that substantially affect the risk profile of the asset (e.g. profit share or equitybased return), significant change in interest rate, change in the currency denomination, new collateral or credit enhancement that significantly affects the credit risk associated with the asset or a significant extension of a loan when the borrower is not in financial difficulties.

If the modified terms are substantially different, the rights to cash flows from the original asset expire and the Group derecognises the original financial asset and recognises a new asset at its fair value. The date of reneaptiation is considered to be the date of initial recognition for subsequent impairment calculation purposes, including determining whether a SICR has occurred. The Group also assesses whether the new loan or debt instrument meets the SPPI criterion. Any difference between the carrying amount of the original asset derecognised and fair value of the new substantially modified asset is recognised in profit or loss, unless the substance of the difference is attributed to a capital transaction with owners.

In a situation where the renegotiation was driven by financial difficulties of the counterparty and inability to make the originally agreed payments, the Group compares the original and revised cash flows to assets whether the risks and rewards of the asset are substantially different as a result of the contractual modification. If the risks and rewards do not change, the modified asset is not substantially different from the original asset and the modification does not result in derecognition. The Group recalculates the gross carrying amount by discounting the modified contractual cash flows by the original effective interest rate, and recognises a modification gain or loss in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Financial assets (continued)

Cash and cash equivalents

For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise cash at bank and cash with brokers. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.

Classification as trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.

Trade receivables are also subject to the impairments of IFRS 9. The Group applies the IFRS 9 simplified approach to measuring expected credit loses a lifetime expected loss allowance for all trade receivables. See note 6, Credit risk section.

Trade receivables are written off when there is no reasonable expectation of recovery.

Financial liabilities - measurement categories

Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.

A financial liability is derecognised when the obligation under the liability is discharged or expires.

Borrowings

Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the borrowings using the effective interest method.

Trade and other payables

Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Financial assets (continued)

Financial liabilities - Modifications

An exchange between the Group and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. (In addition, nthen qualitative factors, such as the currency that the instrument is denominated in, changes in the type of interest rate, new conversion features attached to the instrument and change in loan covenants are also considered \

If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.

Modifications of liabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch up method, with any gain or loss recognised in profit or loss, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners and is recognised directly to equity.

Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange interences anising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

Borrowing costs that are directly attributable to the acquisition or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.

Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised armunits and there is an intention to settle on a net basis, or to realise the liability simultaneously. Thirs is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position.

Inventories

Inventories are stated at the lower of cost and net realisable value. The cost is determined using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less the costs to completion and selling expenses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

4. Significant accounting policies (continued)

Prepayments

Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-current, when the goods or services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the Group. Other prepayments are written off to profit or loss when the goods or services relating to the prepayments are received. If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognised in profit or loss.

Share capital

Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.

Non-current liabilities

Non-current liabilities represent amounts that are due more than twelve months from the reporting date.

Comparatives

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

5. New accounting pronouncements

At the date of approval of these consolidated financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the consolidated financial statements of the Group.

6. Financial risk management

Financial risk factors

The Group is exposed to market price risk, interest rate risk, liquidity risk, currency risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:

6.1 Market price risk

Market price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices. The Group's financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss are susceptible to market price risk arising from uncertainties about future prices of the investments. The Group's market price risk is managed through diversification of the investment portfolio.

6.2 Cash flow and fair value interest rate risk

The Group's interest rate risk arises from interest-bearing assets and long term borrowings. Interest-bearing assets and borrowings at variable rates expose the Group to cash flow interest rate risk. Interest bearing assets and borrowings issued at fixed rates expose the Group to fair value interest rate risk.

The Group's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

6. Financial risk management (continued)

6.3 Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash and cash equivalents, loans receivable and contractual cash flows of debt investments measured at amortised cost and outstanding receivables.

(i) Risk management

Credit risk is managed on a group basis.

For banks and financial institutions, only parties whom management has internally healthy and stable are accepted.

For counterparties with no independent rating, Management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual credit limits and credit terms are set based on the credit quality of the customer in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

These policies enable the Group to reduce its credit risk significantly.

(ii) Impairment of financial assets

The Group has the following types of financial assets that are subject to the expected credit loss model:

  • trade and other receivables
  • financial assets at amortised cost (loans receivables with related and third parties)
  • cash and cash equivalents

The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:

  • For trade receivables the Group applies the simplified approach permitted by IFRS 9, which requires lifetime expected losses to be recognised from initial recognition of the financial assets.
  • For all other financial assets that are subject to impairment under IFRS 9, the Group applies general approach - three stage model for impairment. The Group applies a three-stage model for impairment, based on changes in credit quality since initial recognition. A financial asset that is not credit-impaired on initial recognition is classified in Stage 1. Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter ("12 Months ECL"). If the Group identifies a significant increase in credit risk ("SICR") since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any ("Lifetime ECL"). If the Group determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL.

Impairment losses are presented as net impairment losses on financial and contract assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

Significant increase in credit risk

The Group considers the probability of default upon initial recognition of the asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the financial asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:

  • internal credit rating
  • external credit rating (as far as available)
  • actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower's/counterparty's ability to meet its obligations
  • actual or expected significant changes in the operating results of the borrower/counterparty

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

6. Financial risk management (continued)

6.3 Credit risk (continued)

(ii) Impairment of financial assets (continued)

  • significant increases in credit risk on other financial instruments of the same borrower/counterparty
  • significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements
  • significant changes in the expected performance and behaviour of the borrower/counterparty, including changes in the payment status of counterparty in the Group and changes in the operating results of the borrower/counterparty.

Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the internal rating model. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. No significant changes to estimation techniques or assumptions were made during the reporting period.

Low credit risk

The Group has decided to use the low credit risk assessment exemption for investment grade financial assets. Management consider 'low credit risk' for listed bonds to be an investment grade credit rating with at least one major rating agency. Other instruments are considered to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.

Default

A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.

Write-off

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group categorises a debt financial asset for write off when a debtor fails to make contractual payments for a prolonged period of time. Where debt financial assets have been written off, the Group continues to engage in enforcement activity to attempt to receivable due. Where recoveries are made, these are recognised in profit or loss.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

6. Financial risk management (continued)

6.3 Credit risk (continued)

(ii) Impairment of financial assets (continued)

Financial assets at amortised cost

A summary of the assumptions underpinning the Group's expected credit loss model is as follows:

Category Group definition of Basis for recognition of Basis for calculation of
category expected credit loss
provision
linterest revenue
Performing Counterparties have a low risk
of default and a strong
capacity to meet contractual
cash flows
Stage 1: 12 month
expected losses. Where the
expected lifetime of an
asset is less than 12
months, expected losses
are measured at its
expected lifetime.
Gross carrying amount
Underperforming Counterparties for which there
fis a significant increase in
credit risk; as significant
lincrease in credit risk is
presumed if interest and/or
principal repayments are 30
days past due (see above in
more detail)
Stage 2: Lifetime expected
losses
Gross carrying amount
Non-performinq Interest and/or principal
repayments are 90 days past
due
Stage 3: Lifetime expected
losses
Amortised cost carrying
amount (net of credit
allowance)
Write-off Interest and/or principal
repayments are 180 days past
due and there is no reasonable
expectation of recovery.
Asset is written off None

Loans to related and third parties

The gross carrying amounts below represent the Group's maximum exposure to credit risk on these assets as at 31 December 2022 and 31 December 2021:

Group internal credit rating 207272 2021
ੜ੍ਹਾ ਕ EUR
Performing 739.600.471 890.242.037
Underperformina 33.134.308 28.071.295
Write off 1.849.072
Trotal 772.734.779 920.162.404

Portion of the Group's loans receivable is secured and pledged by various parties, for the timely and full performance of the contractual obligations on those loans receivable.

During 2021, the amount of EUR 1.849.072 was recognised as a provision for irrecoverability of the unsecured loans receivable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

6. Financial risk management (continued)

6.3 Credit risk (continued)

(ii) Impairment of financial assets (continued)

Trade and other receivables

For trade and other receivables lifetime ECL was provided for them upon initial application of IFRS 9 until these and offer to determined on initial application of IFRS 9 that it would require under on the cost and effort to determine whether their credit risk has increased significantly since initial recognition to the date of initial application of IFRS 9.

The gross carrying amounts below represent the Group's maximum exposure to credit risk on these assets as at 31 December 2022 and 31 December 2021:

Group internal credit rating 2022 2021
EUR EUR
Performing 14.132.056 7.270.709
Total 14.132.056 7.270.709

There were no significant other receivables written off during the year that are subject to enforcement activity.

Cash and cash equivalents

The Group assesses, on a group basis, its exposure to credit risk arising from cash at bank. This assessment takes into account, ratings from external credit rating institutions and internal ratings, if external are not available.

Bank deposits held with banks with investment grade rating are considered as low credit risk.

The gross carrying amounts below represent the Group's maximum exposure to credit risk on these assets as at 31 December 2022 and 31 December 2021:

Group internal credit rating 2022 2021
EUR EUR
Performing 26.217.657 47.684.465
Total 26.217.657 47.684.465

The ECL on current accounts is considered to be approximate to zero, unless the bank is subject to capital controls. The ECL on deposits accounts is calculated by considering published PDs for the rating as per Mody's and an LGD of 40-60% as published by ECB.

The Group does not hold any collateral as security for any cash at bank balances. Most of the Group's cash and cash equivalents are eligible for participation and are partly covered by the Deposit Guarantee Scheme. In this respect, the Group's exposure at default is minimised and the identified impairment loss (ECL) is immaterial.

There were no significant cash at bances written off during the year that are subject to enforcement activity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

6. Financial risk management (continued)

6.3 Credit risk (continued)

(iii) Net impairment losses on financial assets recognised in profit or loss

During the year, the following losses were recognised in profit or loss in relation to impaired financial assets and contract assets:

Impairment losses 2072 2021
Eilir EUR
Impairment charge - investments in associates (2.039.146) (166.533)
Impairment charge - loan receivable (1.849.072)
Impairment charge - trade receivable (145.629) (875.712)
Net impairment loss on financial assets (2.184.775)

6.4 Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.

6.5 Currency risk

Currency risk is the risk the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar and the Russian Ruble. The Group's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

6.6 Capital risk management

Capital includes equity shares, share premium and non refundable advances.

The Group 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 balance. The Group's overall strategy remains unchanged from last year.

Fair value estimation

The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the reporting date.

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the current bid price. The appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods, such as estimated discounted cash flows, and makes assumptions that are based on market conditions existing at the reporting date.

7. Critical accounting estimates, judgments and assumptions

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

7. Critical accounting estimates, judgments and assumptions (continued)

Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Calculation of loss allowance

When measuring expected credit losses the Group uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.

Provision for obsolete and slow-moving inventory

The Group reviews its inventory records for evidence regarding the saleability of inventory and its net realizable value on disposal. The provision for obsolete and slow-moving inventory is based on Management's past experience, taking into consideration the value of inventory as well as the movement and the level of stock of each category of inventory.

The amount of provision is recognised in profit or loss. The review of the net realisable value of the inventory is continuous and the methodology and assumptions used for estimating the provision for obsolete and slow-moving inventory are reviewed regularly and adjusted accordingly.

Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Critical judgements in applying the Group's accounting policies

Fair value of investment property

The fair value of investment property is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the investment property has been estimated based on the fair value of their individual assets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

7. Critical accounting estimates, judgments and assumptions (continued)

Fair value of financial assets

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the finporcial assets at fair value through other comprehensive income has been estimated based on the fair value of these individual assets.

Impairment of financial assets

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in note 6, Credit risk section.

. Impairment of non-financial assets

The impairment test is performed using the discounted cash flows expected to be generated through the use of non-financial assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Group estimates the recoverable amount of the cash generating unit in which the asset belongs to.

Valuation of non-listed investments

The Group uses various valuation methods to value non-listed investments. These methods are based on assumptions made by the Board of Directors which are based on market information at the reporting date.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units of the Group on which the goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating units using a suitable discount rate in order to calculate present value.

8. Fair value measurement

The table below analyses assets carried at fair value, by valuation method. The different levels have been defined as follows:

  • Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2 inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  • Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

8. Fair value measurement (continued)

31 December 2022 Level 1
EUR
Level 2
EUR
Level 3
EUR
lota
EUR
Assets measured at fair value
Investment properties (Note 17)
Investment in land and properties 3.765.709 3.765.709
Financial assets at fair value through other
comprehensive income
Investment in subsidiaries (Note 18) 40.690.524 40.690.524
Non listed equity securities (Note 20) 613.960 613.960
Financial assets at fair value through profit
or loss (Note 24)
Equity securities listed on a Stock Exchange 23.239.417 23,239,417
Debt securities listed on a Stock Exchange 69.268.264 69.238.264
Non listed equity securities 20.631.461 20.631.461
Total 92.477.681 65.701.654 158.179.335
31 December 2021 Level 1 Level 2 Level 3 Total
EUR EUR EUR EUR
Assets measured at fair value
Investment properties (Note 17)
Investment in construction project 21.498.879 21.498.879
Investment in land and properties 4.122.795 4.122.795
Financial assets at fair value through other
comprehensive income
Investment in subsidiaries (Note 18) 37.534.444 37.534.444
Non listed equity securities (Note 20) 786.267 786.267
Financial assets at fair value through profit
or loss (Note 24)
Equity securities listed on a Stock Exchange 16.995.154 16.995.154
Debt securities listed on a Stock Exchange 73.644.258 73.644.258
Non listed equity securities 15.434.590 15.434.590
Total 90.639.412 79.376.975 170.016.387

Transfers between levels

There have been no transfers between different levels during the year.

Valuation techniques

Listed investments

The fair values of investments traded on active liquid markets are determined with reference to quoted market prices. These investments are included within Level 1 of the hierarchy.

Non-listed investments

The fair values of non-listed securities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments. The Group classifies the fair value of these investments as Level 3.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

8. Fair value measurement (continued)

Reconciliation of Level 3 fair value measurements

Non-listed Equity
equity securities at
securities at fair value
fair value through other
through profit Investment in Investment comprehensive
or loss subsidiaries properties income Total
EUR EUR EUR EUR EUR
Balance at 1 January 15.434.590 37.534.444 25.621.624 786.267 79.376.925
Additions 10.411.434 8.744 10.420.178
Disposals (2.742.725) (17.264.896) (20.007.621)
Exchange difference 995.361 995.361
Fair value adjustment in OCI 3.156.080 (172.307) 2.983.773
Total gains or losses: in profit or loss_ (3.467.199) (4.599.763) (8.066.962)
Balance at 31 December 20.631.461 40.690.524 3.765.709 613.960 65.701.654

Information about fair value measurements using significant unobservable inputs (Level 3)

Description Fair value at 31 Valuation
December technique
2022
EUR
Non-listed securities 20.631.461 Discounted cash
flow
Investment in subsidiaries 40.690.524 Net asset value
Investment properties 3.765.709 Residual method
Financial assets at fair value through other comprehensive income 613.960 Net asset value
Description Fair value at 31 Valuation
December technique
2021
EUR
Non-listed securities 15.434.590 Discounted cash
flow
Investment in subsidiaries 37.534.444 Net asset value
Investment properties 25.621.674 Residual method
Financial assets at fair value through other comprehensive income 786.267 Net asset value

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

9. Revenue

2002 2021
Rendering of services EUR EUR
Sales 23,970 27.462
Freight income 16.605.455 15.135.613
Dividend income 569, 178
Interest income 7-5-5355 30.127.573
Net profit from trading activities 50.519.619 44.690.268
439 857
Net gain on trading in financial instruments
Rental income
1.787 854 821,196
2.400 5.270
76.435.005 91.376.560
10. Cost of sales
2017222 2021
EUR EUR
Purchases 13.182.095 13.388.117
Investment activity performance fee 1.875 23.226
Interest expense 37.826.399 34.793.846
Net loss on trading in financial assets at fair value through profit or loss 2.003.150
53.013.519 48.205.189
11. Other operating income
2072 2071
EUR ਵਿੱਚ ਹੋਇਆ ਗਿਆ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ ਜਾਣ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਸ ਦੀ ਸਾਹਿਤ ਹੈ ਅਤੇ ਇੱਕ ਸਿੰਘ ਦ
Amount payable written off 6072 6.015
Fair value gains on investment property (Note 17) 9.339.863 1.567.779
Fair value (loss)/ gains on financial assets at fair value through profit or loss (Note
24) (9.078.770) 7.074.160
Other income 16.437
261.695 8.664.391

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

12. Administration expenses

2072 2021
ష‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ EUR
Directors' fees and staff costs 315.913 332.099
Rent 36.997 36.742
Directors' services 294.938 323.813
Annual levy 2.450 2.450
Services paid 313,778 150.858
Subscriptions and contributions 10.145 13.594
Auditors' remuneration - current year 162437 149.718
Auditors' remuneration - prior years 16.503 21.500
Accounting fees 3 500 9.250
Legal fees 101.740 89.675
Other professional fees 557.109 738.615
Other expenses 242.915 274.553
Travelling 22.3075 20.534
Custodian fees 359.194 178.995
Depreciation 2.690 9.320
2.447.384 2.351.716
13. Other expenses
2017272 2021
Impairment charge - trade and other receivables ੜ੍ਹਾ :: EUR
Amount receivable written off 145.629 875.712
Net foreign exchange loss 776 390 1.849.072
Property right expenses 161.048 1.467.125
Loss from sales of investment properties (Note 17) 13339.676
Impairment charge - investment in associate (Note 19) 2.039.146 166.533
16.557.389 4.358.442
14. Finance income/(costs)
20747 2021
EUR EUR
Interest income 9.164 45.094
Finance income 9.164 45.094
Net foreign exchange losses (99.243)
Interest expense (683) (14.183)
Sundry finance expenses (310.744) (187.190)
Finance costs (410.670) (201.373)
Net finance costs (401,506) (156.279)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

  1. Tax
Corporation tax - current year
Corporation tax - prior years
Overseas tax
Defence contribution - current year
20792
ETR
133,474
156
3.690.127
1.374
2021
EUR
295.751
142.342
4.434.050
7.141
Charge for the year 3.875.131 4.879.284

16. Profit per share attributable to the owners of the parent Company

2022 2021
Profit attributable to the owners (EUR) 863.345 35.506.814
Weighted average number of ordinary shares in issue during the year 253.600 253.600
Profit per share attributable to the owners of the Company (EUR) 3,40 140.01

The Company's share price as at 31 December 2022 in Cyprus Stock Exchange Emerging Companies Market was EUR16,60 (31 December 2021: EUR 16,60).

17. Investment properties

2022 2021
Balance at 1 January EUR EUR
Additions 25.621.674 24.124.729
8.744 13.166
Disposals (17.264.896) (84.000)
Loss from sale of investment in construction project (Note 13) (13.939.676)
Fair value adjustment (Note 11) 9.339.863 1.567.779
Balance at 31 December 3765.709 25.621.674

Investment properties as at 31 December 2022 include a plot of land and commercial property. As at 31 December 2021, investment properties represented also Group's contribution into a shopping. As at DI December 1970.
through which a permanent actablishment was maintrined in opping an through which a permanent establishment was maintained.

During 2022 and due to the current economic and political instability in countries worldwide, sudden sharp increase in the global interest rates, fluctuations on foreign earlines worldwite worldwite, sudden surp increase of the extent of negative effect of these factors on the buiness activities, the Management decided to dispose off its permanent establishment, realising a loss on disposal anounting to RUB 807.400.000 (equivalent to EURL3.939.676) (Note 13).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

18. Investments in subsidiaries

2022 2021
EUR EUR
Balance at 1 January
Additions
37.534.444 68.315.747
Liquidation 42.000
(122.861)
Transfer to associates as liquidation proceeds (Note 19) ﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬ (15.956.566)
Transferred from investments in associates 6.237.569
Fair value adjustment 3.156.080 (20.981.445)
Balance at 31 December 40.690.572 37.534.444

The details of the subsidiaries are as follows:

Name Country of
incorporation
Principal activițies 2022
Holding
%
2021
Holding
LLC "Business Active" Russia Activity in the field
of Law
ول %
90
LLC "Hotel" Russia Purchase and sale
of own non-
residential
immovable
property
100 100
LLC "Community-Group" Russia Letting and
management of
own and rented
realty
100 100
CJSC "Ezhin-1" Russia Letting and
management of
own and rented
realty
100 100
CJSC "Kapmar-1" Russia Letting and
management of
own and rented
untenantable
100 100
LLC "Estate Finance" Russia realty
Wholesale non-
specialized
70 70
LLC "MBK" Russia Activity in the field
of law
100 100
CJSC "VIMS" Russia Investments in
securities
100 100
JSC "Trading Town "Cheremushkinskiy" Russia Letting of own
realty
56,001 56,001
CJSC "Astra Vosem" Russia Letting of own and
rented
untenantable
realty
100 100
LLC "NITS" Russia Letting and
management of
own or rented
untenantable
realty
100 100
Kruszywa Skalne Sp. z o.o Poland Mining and
quarrying activity
89,75 89,75
Winncom Technologies Corp. United States Network solutions
and distribution
67 67

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

18. Investments in subsidiaries (continued)
Uzbekistan Network 67 67
distribution 67
United States Network 67 67
distribution
100 100
of short-term
financing activities
Winncom Hungary Trading and Services Limited Hungary
Cyprus
distribution
Network
Ownership and
leasing of
immovable
property and that
67

Involvement with unconsolidated entities.

The Group did not consolidate the above subsidiaries as they are individually and collectively immaterial to consolidate.

*During the year 2021 the Group's holding in Glasborini Developments Limited was increased to 100% due to an additional contribution made, hence reclassified as an investment in subsidiary from investment in associate

19. Investments in associates

20772 2021
Balance at 1 January EUR EUR
Additions 12.424.319 6.722.895
374.486 317.647
Transfer to investment in subsidiary (Note 18)
Impairment charge (Note 13)
(6.237.569)
Acquisition through liquidation (2.039.146) (166.533)
Share of results of associates 15.956.566
Other movement 1.130.925 (4.168.687)
(274.598)
Balance at 31 December 12.115.986 12.424.319

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

19. Investments in associates (continued)

The details of the investments are as follows:

Name Country of
incorporation
Principal activities 2022
Holding
Vo
2021
Holding
ಲ್ಲಿ ರ
2022
EUR
2021
EUR
Grenton Spolka Poland Innovative
technology
24.99 23.32 735.096 327,500
Duna Terasz
Premium
Ingatlanforgal
mazo KFT
Hungary Real estate 20 20 1.005 1.005
JSC Novco Russia Financial
mediation
33.33 CB 33 11,095,854 11 322.215
Key Altea
Grande S.L
Spain Real estate 45 1.000
Key Premium
Development
S.L
Spain Real estate 45 1.083
Key Enterprises Spain
Developments
S.L.
Investing in real
estate properties
45 271.516
Key Vision
Project S.L
Spain Holding Company 45 284.031
12.115.986 12.424.319

Key Vision Project S.L. was incorporated during 2022, as a parent business entity and absorbed Key Altea Grande S.L, Key Premium Development S.L and Key Enterprises Developments S.L., and is engaged in controlling stocks and membership interest of the absorbed companies.

During 2021, the associate company JSC "Novco" was transferred to the Group as liquidation proceeds due to the voluntary liquidation of its wholly owned subsidiary Banfer Estates Limited (Note 18).

During 2021, the Group's investment in Glasborini Developments Limited was reclassified as a subsidiary due to the increase of its shareholding.

20. Financial assets at fair value through other comprehensive income

2022 2021
EUR EUR
Balance at 1 January 786.267 327.659
Additions 778.971
Fair value adjustment (172.307) (320.363)
Balance at 31 December 613,960 786.267

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

20. Financial assets at fair value through other comprehensive income (continued)

The details of the investments are as follows:

Name Country of
incorporation
Principal
activities
2022
Holding
0/0
2021
Holding
%
Bragi GmbH Germany Wearable
technology
software
Duna Terasz Grande Ingatlanforqalmazo KFT
D&B Real-Estate Investment KFT
Hungary
Hungary
development
Real estate
Real estate
6.36
7,50
7,50
6,42
7,50
7,50
Duna Terasz Green
Duna Terasz Admin
Hungary
Hungary
Real estate
Real estate
7.50
7,50

During the year under review, the Group's investment D&B Real-Estate Investment KFT was demerged. Following the demerger the Group owner 7.5% shareholing in D&B Real-Estate Investment KFT and 7.50% in each of the new Hungarian Companies created after the demerger (in Duna Terasz Green and Duna Terass Admin).

During the year under review, the Group's investment Bragi GmbH increased its issued share capital however the Group's shareholding was diluted since no additional contribution was mode.

The Group's investment in the share capital of Duna Terasz Ingatlantorgalmazo Grande KFT was pledged for securing the amount of HUF 22.922.357.000 (equivalent to Euro 57.478.30 approximately), which corresponds to the loan facility received by Duna Terasz Ingatlanforgalmazo Grande KFT from a financial institution.

21. Loans receivable

2022 2021
Loans receivable EUR EUR
685,838.329 843.273.458
Loans to related parties (Note 31.1) 97.885.041 86.028.465
Loss allowance on loans receivable (10.988.591) (10.988.591)
777 13 13 17 13 918.313.332
Less current portion (28.501.645) (975.383)
Non-current portion 744.233.134 917.337.949
The loans are repayable as follows:
2022 2021
Within one year
Between one and five years
After five years
EUR EUR
28.501.645 975.383
74 3 904 - 3 3 917.050.961
328.789 286.988
772.734.779 918.313.332

The exposure of the Group to credit risk in relation to loans receivable is reported in note 6 of the consolidated financial statements.

The fair values of non-current receivables approximate to their carrying amounts as presented above.

Portion of the Group's loans receivable is secured and pledged by various parties, for the timely and full performance of the contractual obligations on those loans receivable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

21. Loans receivable (continued)

The loan to a third party is secured by mortgage against 529.805 ordinary shares of nominal value of EUR 1 each of the subsidiary company Aeliano Enterprises Limited (Cyrus), which are held by the individual party, for securing the corresponding amount

22. Inventories

Finished products and goods for resale 2022 2021
EUR EUR
9.029.283 7.901.247
9.029.283 - - 7.901.247

The cost of inventories recognised as expense and included in "cost of sales" amounted to EUR12.807.964 (2021: EUR13.338.817).

No provision was recognized in cost of sales against stock during the period due to slow moving and obsolete stock.

23. Trade and other receivables

2022 2021
Trade receivables EUR EUR
5.640.076 5.217.181
Tax receivable 30 397
Promissory notes receivable 2720.851 1.325.723
Receivable from related parties (Note 31.2) 3 552 175 357.258
Deposits and prepayments
Other receivables
15 331 122.894
5.825.088 370.392
Refundable VAT 446.041 536,884
17.729.954 7.927.332

The Group does not hold any collateral over the trading balances.

Payments to contractors were made for the development of land plots situated in Engomi, Nicosia, Cyprus.

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note 6 of the consolidated financial statements.

24. Financial assets at fair value through profit or loss

2077 2021
ష‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ EUR
Balance at 1 January 106.074.002 73.698.384
Additions 26.962.804 37.243.007
Disposals (13.819.047) (14.563.398)
Change in fair value (9.078.770) 7.074.160
Exchange differences 2.621.849
Interest charged 9.738.911 6.144.185
Interest received (9.959.419) (6.105.518)
Exchange differences 3.190.661
Balance at 31 December
113.109.142 106.074.002

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

24. Financial assets at fair value through profit or loss (continued)

Financial assets designated as at fair value through profit or loss are analysed as follows:

Financial assets at fair value through profit or loss 207.02
EUR
2021
EUR
Debt securities listed on a Stock Exchange 69.268.264 73.644.258
Equity securities listed on a Stock Exchange
Non-listed equity securities
23.239.417 16.995.154
20.631.461 15.434.590
113.109.142 106.074.002

The financial assets at fair value through profit or loss are marketable securities and are valued at market value at the close of business on 31 December by reference to Stock Exchange quoted bid prices. Financial at an are value at value through profit or loss are classified as current assets because they are expected to be realised within twelve months from the reporting date.

In the consolidated cash flow statement, financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in world on the consolidated statement of profit of a and other comprehensive income, in fair values of financial assets at fair value through profit or loss are
and other comprehensive income, changes in fair values of fair val recorded in operating income.

25. Cash and cash equivalents

Cash balances are analysed as follows:

2022 2021
Cash with brokers ਕੋਂ ਗਿਡ EUR
Cash at Electronic Money Institutions 939,759 3.591.800
Cash at bank 395.093 466.269
Visa cards 5.562.281 11.058.616
Bank deposits 1745:31 17.933
19.307.943 32.549.849
26.217.657 47.684.465

The effective interest rates on short-term bank deposits vary between 1,5% to 5,45%.

The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in
note 6 of the consolidated financial cratements note 6 of the consolidated financial statements.

26. Share capital

Authorised 20927
Number of
shares
20172
EUR
2021
Number of
shares
2021
EUR
Ordinary shares of EUR 12,50 each 600.000 7,500.000 600.000 7.500.000
600.000 7.500.000 600,000 7.500.000
Issued and fully paid
Balance at 1 January
600.000 7.500.000 253.600 3.170.000
Issue of shares 346.400 4.330.000
Balance at 31 December 600.000 7.500.000 600,000 7.500.000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

27. Borrowings

Current borrowings 2022
EUR
2021
EUR
Bank loans 40.535.425 50.430.643
Non-current borrowings
Bonds payable
Trade loan payable
144.996.605
698.218.080
596.839.034
408.330.662
Total 843.214.685 1.005.169.696
883.750.110 1.055.600.339

The bank loans are secured by floating charge against Group's financial instruments held within the portfolio.

The effective interest rates on short-term bank loans are 0,75% plus Euromarket rate.

The bonds payable are subject to a floating interest rate equal to annual Euro Libor rate on a drawing date plus a margin of 2,65% and 2,80% per annum, and are repayable by the year 2030.

Maturity of non-current borrowings:

Within one year
Between one and five years
After five years
20722
EUR
40.535.425
843.214.685
2021
EUR
50.430.643
361.786.184
643.383.512
883.750.110_1.055.600.339
28. Trade and other payables
720 72
EUR
2021
EUR
Trade payables 3.367.590 2.388.319
Social insurance and other taxes 24.1154 32.089
Payable to related parties (Note 31.3)
VAT
3.755.895 4.331.152
Accruals 17.430 18.514
Other creditors 2.440.719 204.327
Deferred income 1.587.570 4.356.544
Defence tax on rent payable 2.590.292 1.632.771
p

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

23

13.778.650 __ 12.963.739

29. Current tax liabilities

2022
EUR
2021
EUR
Corporation tax
Special contribution for defence
1.374 1.718
3.520
1.374 5.238

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

30. Operating Environment of the Group

The geopolitical situation in Eastern Europe intensified on 24 February 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these financial statements for issue, the confiict onlines to evolve as military activity proceeds. In addition to the impact of the events on issue, the continues in Russia, Ukraine, or Belarus or that conduct business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges.

The European Union as well as United States of America, Switzerland, United Kingdom and other countries imposed a series of restrictive measures (sanctions) against the Russian government, various companies, and certain individuals. The sanctions include an esset freeze and a prohibition from making funds available to the sanctioned individuals and entities. In addition travel bans applicable to the sanctioned individuals prevents them from entering or transiting through the relevant traines. The Republic of Cyprus has adopted the United Nations and European Union measures. The Republic of Cyplus ins adopted the United Nations of Birling of William of the posibility of further sanctions in the future.

Emerging uncertainty regarding global supply of commodities due to the conflict between Russia and Ukraine conflict may also disrupt certain global to wards on coline significant upwards pressure on commodity prices and input costs as seen through early March 2022. Challenges for companies may include availability of funding to ensure access to raw materials, ability to finance margin payments and hilder and minuted on contractual non-performance.

The impact on the Group largely depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markes.

The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the conflict prevails and the high level of uncertainties arising from the inability to reliably predict the outcome.

The Group has the following exposures in the Russian Federation:

  • Loans receivables
  • Financial interests at fair value
  • Bank accounts

Operating in Russia, Belarus and Ukraine involves some risk of political instability, which may include changes in government, negative policy shifts and civil unrest. Financial made charges m
community on cortain of the Rusein unrest. Financial and economic sanctions community on certain sectors of the Russian economy as well as businesses and individuals in Russia in the first quarter of 2022 and ever since, and the counter-measures imposed by Russia in the United States of America, United Kingdom and European Union, may potentially pose a risk to the Group's operations. These factors may have a negative impact on the Group's supply arrangements, capital flows and ability of the Group to secure external financing.

The Group actively monitors political developments on an ongoing basis. However, the macroeconomic situation in Ukraine, Russia and Belarus is out of Management's control. The scope and impact of any new potential sanctions (and any counter-sanctions) is yet unknown, however they might further affect key Russian financial institutions as well as companies operating in the Russian Federation and Belarus.

Management has considered the unique circumstances that could have a material impact on the business operations and the risk exposures of the Group and have a macella mayer a macella milpacts operations operations
and the risk exposures of the Group and has concluded that the main impa position may arise from:

  • interruptions or stoppage of production in affected areas and neighboring countries
  • closure of roads and facilities in affected areas
  • disruption in banking systems and capital markets
  • supply-chain and travel disruptions in Eastern Europe
  • seizure of assets by government authorities
  • unavailability of personnel
  • reductions in sales and earnings of business in affected areas
  • increased costs and expenditures
  • cyberattacks

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

30. Operating Environment of the Group (continued)

  • restriction on cash balances
  • impairments of financial and non-financial assets
  • delays in planned business expansion
  • increased volatility in the value of financial instrument
  • reduced tourism
  • disruption in travel and other leisure activities
  • increase in expected credit losses from trade receivables, debt investments and intercompany loans
  • failure to meet contractual obligations and breach of Joan covenants, triggering of subjective covenants (e.g., material adverse change in a mendments, or waivers in lending of Subjective Covellants, and/or debt default
  • volatility/abnormally large changes in enomal of them of the many of the many of the more of the exchange rates, and/or interest ates after 31 December 2022 that will significantly impact the measurement of assets in the next 12 months
  • announcing plans of discontinuance of major assets disposals

Management is in the process of reasessing their trading and relevant cash flows using revised assumptions and incorporating downside scenarios in assessing actual and potential financing needs, taking into consideration the main impacts identified above.

From the analysis performed additional liquidity needs/impact on financial covenants have been identified. Management is already negotiating with the financial institutions covenants nave been loentined.
measures and alternative sources of financial institutions covenant resets measures and alternative sources of financing such as:

  • group financial support
  • additional drawdown from existing credit facilities
  • . later payment to suppliers
  • 0 factoring of receivables
  • additional financing
  • cost cutting measures
  • sale of investments

Management will continue to monitor the situation closely and assess/seek additional measures/committed facilities as a fall-back plan in case the crisis becomes prolonged.

31. Related party transactions

The Company is listed to the Cyprus Stock Exchange Emerging Companies Market and its shares are spread towards various foreign and Cyprus based legal entities and various Cyprus resident and non-resident individuals.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

31. Related party transactions (continued)

The following transactions were carried out with related parties:

31.1 Loans to related parties (Note 21)

D&B Real-Estates Investment (Hungary) 31/10/2026 Maturity Interest rate:
2,80% plus 12 months
2022
EUR
2021
EUR
Duna Terasz Grande Ingatlanforgalmazo 31/12/2024
KFT (Hungary)
Euribor
2,80% plus 12 months
11.848.265 23.949.743
Grenton Sp.z o.o. (Poland) Euribor 49.143.652 49.928.601
Kruszywa Skalne Sp. z o.o.(Poland) 01/06/2027
11/02/2026
4,75%
12 month EURIBOR
plus 4% (after the
3574330 940.091
Key Altea Grande, S.L. (Spain) 17/01/2027 second year)
3% plus 12 months
5.760.000 5.760.000
Key Enterprises Developments, S.L.
(Spain)
20/06/2025 Euribor
3% plus 12 months
126.516
Key Premium Development, S.L.(Spain) 20/03/2027 Euribor
3% plus 12 months
Euribor
8.692.332
LLC Hotel 17/10/2024 1.912.640
JSC ASTRA 5% 201.748 975.383
JSC VIMS 16/02/2024 7,5% 1.999.654 1.766.396
Duna Terasz Green 16/02/2026
31/12/2027
7%
2,8% plus 12 months
3.222.502 2.708.251
Duna Terasz Admin 31/12/2027 Euribor
3% plus 12 months
14.258.739
Euribor 361.063
97 885 041 PA SOU PO

31.2 Receivable from related parties (Note 23)

2022
2021
Receivable from related parties EUR
EUR
3.552.175
357.258
3.552.175
357.258

The receivable from related parties is interest free, and has no specified repayment date.

31.3 Payables to related parties (Note 28)

2022 2021
Payables to related parties EUR EUR
3.755.895 4.331.152
3.755.895 4.331.152

The payables to related parties are interest free, and have no specified repayment date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

32. Significant subsidiaries

As at 31 December 2022, the Group includes the Company and the below listed subsidiaries. Material subsidiary Wing Hang Enterprises Ltd was incorporated in Hong Kong on 30 August 1999 as a rivate company with limited libility and transferred domicile the Nevis on T Prom 5 July, 2017, Wing Hang Enterprises Limited liability
renistered in accordance with section 264H of the Group in 19 July, 2017, W registered in accordance with section 354H of the Companies Law Cap. 113, as a company continuing in the Republic of Cyprus under the name of Wind Hang Enterprises (Cyprus) Chrimany continuing in the Republic
incornorated in Cynrus on 23 February 2001 an a seculturiye (Cyprus) Limited wa incorporated in Cyprus on 23 February 2001 as a privated intestments (Cyprus) Limited was Companies Law, Cap. 113, with registration number HELL846. The principal activities of the Group comprise the Group comprise the trading in financial instruments, the receiving of loans, the principal activites of the Group comprise the distribution propery, the distribution and provision of tecessing the granting on loans, the ownership and resultial property, and wireless and wired.

Name Country of
incorporation
Principal activities
2072
9/0
2021
Wing Hang Enterprises (Cyprus) Limited Cyprus Trading in financial
instruments and
receiving and granting
8
Kirnione Holdings Limited Cyprus of loans
Trading in
investments and
investment of its
100 100
Winncom Technologies Holding Limited reland funds
Investment holding
100 100
Elbridge Investments (Cyprus) Limited Company 67 67
Alodie Properties Limited Cyprus
Cyprus
Financing activities
Holding of properties
for investment
100 100
Lostmperi Holdings Limited Cyprus purposes
Holding of
100 100
Aeliano Enterprises Limited Cyprus investments
Holding of
investments and the
receiving and granting
100 100
of loans 89,7459 89,7459

The Group owns a 89,7459% shareholding in Aeliano Enterprises Limited (Cyprus) via the investment in subsidiary
Lostmeri Holdings Limited Lostmperi Holdings Limited.

33. Contingent liabilities

Pursuant to the terms of the Contract of Surety concluded on 21 November 2017 between Grenton Limited (the "Borrower"), registered in Poland on to and the "Lender"), registered in Cirited (the United (the a failure by the Lender to provide the Joan to the Borrower, Elbridge Investments (Cyprus) In the event of
surely in the form of a quarantee to the Borrower, Elbridge Investm surety in the form of a guarantee to the benefit of the Borrower to pay the will be granting the will be granting the equivalent of EUR 1.000.000 in PLN, until 31 December 2023.

The Group had no other contingent liabilities as at 31 December 2022 and 31 December 2021.

34. Commitments

At the date of signing of these financial statements, the total commitments of Elbridge Investments (Cyprus) Ltd relating to the financial assets at fair value through profit or threaments (Cyprus) Ltd.
December 2021: US\$4,822,872 and Fille through profit or loss equals to US\$1,748.175 December 2021: US\$4.882.872 and EUR 5.814.304).

The Group had no other capital or other commitments as at 31 December 2022 and 31 December 2021.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2022

35. Legal issues

In May 2018 it came to Elbridge Investment (Cyprus) Ltd ("ELCY") attention that one of its Borrowers based in Russia was subject to a court application. ELCY has two loans outstanding with the said in
mortgage and a quarantee hy a third natu in favour of the said Borrower, secured by mortgage and a guarantee by a third party in favour of the Company.

In May 2018 a notice of an intention to apply for insolvency of the Borrower and the Pledgor respectively was published. In this connection is apply for insults of the Borrower and the Pledgo respectively was
the subject of plection ELCY, after some attempts to demand an early repaym the subject of pledge directly from the Borrower and he Guarner of debts and foreclosure of
for initiation of bankrunty procedures over the Borrower and ne Guar, in early 20 for initiation of banks of the Borrower and a claim on collection to Collection to Court, in early 2019, in early 2019,
Guarntor by foreclosure of the subject of Please Guarantor by forechosines of the burner, and a calim on collection of the Borrowers debt from the more
Guarantor by foreclosure of the subject of Pledge. During second hal and the province of the Subject of The "Subject" of "Field" half of 2019, supportuner.
appointment of temporary managers were commenced over the Pledgor and the Borrower.

At that stage, the Court considers claims of other creditors to the Borrower towards formation of the complete list of list of the second to the next steps of the bankruptcy procedure, as anticipated, in the second half of 2021.
creditors so as to proceed to the next steps of the bankruptcy p

On the case of bankruptcy of the Pledgor, ELCY's claim was included in the Register of secured claims by the Court decision in August 2020. In December 2020, bankruptcy manager was appointed in the Court
that bankruptcy manager stould be commercy manager was appointed in the Pledgor, and that bankruptcy manager should be able to commence in the Pledgor, and it was expected to comments.
around December 2021. The pocedure of bankrupter processions in order to d around December 2021. The procedure of bankrupty proceedings concerning the pleaged properties
ruling of the Arbitation court of bankrupty procedings concerning the debtor wa ruling of the Arbitation one pocular of Moscow dated December of the debtor was prolonged by the left of the lear the court of the bank of the bank of Triscow "Glee" December" 05, 2022 ior six court session for
consideration of the bankruptcy manager's report is appointed by the

The procedure of bankruptcy proceedings concerning the debtor was prolonged by the ruling of the Arbitration court of Moscow dated December 20, 2022 for six months, the court session for ruling of the Arbitration court
report is appointed by the Arbitration court of Moccow an Jan 24, 2027 report is appointed by the Arbitration court of Moscow on June 21, 2023.

36. Events after the reporting period

As explained in Note 30 the geopolitical situation in Eastern Europe intensified on 24 February 2022, with the commencement of the conflict between Russia and Ukraine. As at he date of authorising these financial statements.
for issue, the conflict between Russia and Ukraine. As at he for issue, the confict continues between Russis and ORFaire. As at the date of authorising these financial sec
for issue, the conflict continues to evolve as military activit

Except from the matter mentioned above, there were no other material events after the reporting period, which have a bearing on the understanding of the consolidated financial statements.

Independent auditor's report on pages 4 to 6

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