Annual Report • Apr 29, 2022
Annual Report
Open in ViewerOpens in native device viewer
REPORT AND FINANCIAL STATEMENTS 31 December 2021
| CONTENTS | |
|---|---|
| ----------------- | -- |
| Board of Directors and other officers | 1 |
|---|---|
| Management Report | $2 - 3$ |
| Independent auditor's report | $4 - 6$ |
| Statement of profit or loss | $\overline{7}$ |
| Statement of other comprehensive income | 8 |
| Statement of financial position | 9 |
| Statement of changes in equity | $10 - 11$ |
| Statement of cash flows | 12 2 |
| Notes to the financial statements | $13 - 39$ |
| Additional information to the statement of profit or loss | $40 - 46$ |
| Board of Directors: | Georgios Koufaris Marina Tsoy Nicos Athanasiou (appointed on 1 October, 2021) Stella Koukounis (resigned on 1 October, 2021) |
|---|---|
| Company Secretary: | KC Secretarial Services Ltd (appointed on 1 October, 2021) Stella Koukounis (resigned on 1 October, 2021) |
| 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, Zurich EcommBX Limited, Cyprus |
| Registration number: | HE216944 |
The Board of Directors presents its report and audited financial statements of the Company for the year ended 31 December 2021.
The Company Vonpende Holdings P.L.C. was incorporated in Cyprus on 20 December, 2007 as a private limited liability company under the Cyprus Companies Law, Cap. 113, with registration number HE216944. On 8 February, 2016 the Company's share capital was listed to the Cyprus Stock Exchange Emerging Companies Market.
The principal activities of the Company comprise the holding of investments, the ownership and leasing of residential property, the trading in financial instruments and that of short term financing activities.
The Company's development to date, financial results and position as presented in the financial statements are considered satisfactory.
The principal risks and uncertainties faced by the Company are disclosed in notes 6, 7 and 29 of the financial statements.
The Company's results for the year are set out on page 7.
The Board of Directors does not recommend the payment of a dividend and the net profit for the year is retained.
On 27 May 2021, the authorised share capital of the Company was increased by 346.400 ordinary shares of nominal value of EUR 12,50 each.
On 16 June 2021, the Company issued 346.400 ordinary shares of nominal value of EUR 12,50 each, at a premium of EUR 5.50 each.
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.
The Company recognises the importance of implementing sound corporate governance policies, practices and procedures. As a company listed on the Cyprus Stock Exchange (CSE), Vonpende Holdings P.L.C. 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 Vonpende Holdings P.L.C. (the "Company") and consequently Vonpende Group, has corporate responsibility in relation to the Investments of the Companies Under Supervision (as defined in the Group Investments Operations Manual of the Company) 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 Directors 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.
Further, the Investment Committee establish free and open communications between External Auditors, Internal 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 Directors of the Company and (or) the Companies Under Supervision, which is intended to harm the Company's and (or) the Companies' Under Supervision profitability.
The members of the Company's Board of Directors as at 31 December 2021 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.
Any significant events that relate to the operating environment of the Company are described in note 29 to the financial statements.
Any significant events that occurred after the end of the reporting period are described in note 33 to the financial statements.
The Independent Auditors, CEA Audit, have expressed their willingness to continue in office and a resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
By order of the Board of Directors.
Georglos Koufaris Director
Nicosia, 29 April 2022
We have audited the financial statements of parent company Vonpende Holdings P.L.C. (the "Company"), which are presented in pages 7 to 39 and comprise the statement of financial position as at 31 December 2021, and the statements of profit or loss, other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of parent company Vonpende Holdings P.L.C. as at 31 December 2021, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
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 Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the 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.
The Board of Directors is responsible for the other information. The other information comprises the information included in the management report and the additional information to the statement of profit or loss in pages 40 to 46, but does not include the financial statements and our auditor's report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Board of Directors is responsible for the preparation of 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
This report, including the opinion, has been prepared for and only for the Company'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.
We have reported separately on the consolidated financial statements of the Company and its subsidiaries for the vear ended 31 December 2021.
Demos Nicolaides Certified Public Accountant and Registered Auditor for and on behalf of CEA Audit Certified Public Accountants and Registered Auditors
Nicosia, 29 April 2022
| Note | 2021 EUR |
2020 EUR |
|
|---|---|---|---|
| Revenue Cost of sales |
10 | 55.982.923 (2.804) |
12.848.010 (8.339) |
| Gross profit | 55.980.119 | 12.839.671 | |
| Other operating income Administration expenses Other expenses |
11 12 |
155.520 (368.977) |
1.104 (338.575) (1.246) |
| Operating profit | 13 | 55.766.662 | 12.500.954 |
| Net finance costs | 15 | (9.535) | (12.086) |
| Profit before tax | 55.757.127 | 12.488.868 | |
| Tax | 16 | (13.694) | (32.873) |
| Net profit for the year | 55.743.433 | 12.455.995 | |
| Profit per share attributable to equity holders of the parent (EUR) | 17 | 92,91 | 49,12 |
| Note | 2021 EUR |
2020 EUR |
|
|---|---|---|---|
| Net profit for the year | 55.743.433 | 12.455.995 | |
| Other comprehensive income Financial assets at fair value through other comprehensive income - Fair value (losses)/gains Financial assets at fair value through other comprehensive income - Gains transferred to retained earnings due to liquidation |
20 26 |
(45.183.474) | 3.480.791 |
| Other comprehensive (loss) for the year | (6.785.815) | ||
| Other comprehensive income for the year | (45.183.474) 10.559.959 |
(3.305.024) 9.150.971 |
| ASSETS | Note | 2021 EUR |
2020 EUR |
|---|---|---|---|
| Non-current assets Property, plant and equipment Investment properties Investments in subsidiaries Debt investments at amortised cost Loans receivable |
18 19 20 21 22 |
122.795 71.560.007 49.532.713 121,215.515 |
8.747 193.629 95.553.481 8.795.598 104.551.455 |
| Current assets Trade and other receivables Cash and cash equivalents |
23 24 |
515.953 84.081 600.034 |
6.325 463.871 470.196 |
| Total assets | 121,815.549 | 105.021.651 | |
| EQUITY AND LIABILITIES | |||
| Equity Share capital Share premium Fair value reserve - Financial assets at fair value through other comprehensive income Retained earnings Total equity |
25 26 26 |
7.500.000 3.761.753 2.011.799 108.525.734 121.799.286 |
3.170.000 1.856.553 47.195.273 52.782.301 105.004.127 |
| Current liabilities Trade and other payables Current tax liabilities Total liabilities Total equity and liabilities |
27 28 |
14.569 1.694 16.263 121.815.549 |
10.651 6.873 17.524 105,021.651 |
On 29 April 2022 the Board of Directors of Vonpende Holdings P.L.C. authorised these financial statements for issue.
. . . . . Georgios Koufaris Director
Nicos Athanasiou Director
STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2021
| Note | Share Capital EUR |
EUR premium |
Fair value Share comprehensive income reserve- assets at fair value through other EUR Financial |
earnings EUR Retained |
EUR Total |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2020 | 2.177.150 | 1,546.784 | 50.500.297 33.540.491 | 87.764.722 | ||
| Comprehensive income Net profit for the year |
ŧ | 12.455.995 | 12.455.995 | |||
| Fair value reserve - Financial assets at fair value through other comprehensive income Profit transferred to retained earnings due to liquidation Total comprehensive (loss)/ income for the year Other comprehensive (loss)/income for the year Other comprehensive income Fair value adjustment |
26 26 |
٠ | (3.305.024) (3.305.024) 3.480.791 (6.785.815) |
6.785.815 6.785.815 19.241.810 |
3.480.791 15.936.786 3.480.791 |
|
| Balance at 31 December 2020/ 1 January 2021 Issue of share capital and share premium Transactions with owners |
25&26 | 3.170.000 992.850 |
1.856,553 309.769 |
ı | 47.195.273 52.782.301 105.004.127 ı |
1.302.619 |
The notes on pages 13 to 39 form an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2021
| Fair value reserve- |
||||||
|---|---|---|---|---|---|---|
| assets at fair other Financial value through |
||||||
| Note | Share EUR capital |
premium EUR |
Share comprehensive income EUR |
earnings Retained EUR |
Total EUR |
|
| Comprehensive income Net profit for the year |
t | t | 55.743.433 | 55.743.433 | ||
| Fair value reserve - Financial assets at fair value through other comprehensive income Total comprehensive (loss)/income for the year Other comprehensive (loss) for the year Other comprehensive income Fair value adjustment |
26 | ¢ | ŧ | (45.183.474) (45.183.474) (45.183.474) |
55.743.433 | (45.183.474) (45.183.474) 10.559.959 |
| Issue of share capital and share premium Balance at 31 December 2021 Transactions with owners |
25&26 | $\frac{7.500.000}{2}$ 4.330.000 |
3.761.753 1.905.200 |
¢ | 2.011.799 108.525.734 ¢ |
6.235.200 121.799.286 |
| Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable since 2014) when the entitled shareholders are natural persons tax residents of relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The Company pays special defence contribution on behalf of Cyprus and have their domicile in Cyprus. In addition, from 2019 (deemed dividend distribution of year 2017 profits), the Company pays on behalf of the shareholders General 2019: 1,70%), when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their Healthcare System (GHS) contribution at a rate of 2,65% (31.12. domicile. |
The notes on pages 13 to 39 form an integral part of these financial statements.
J
| Note | 2021 EUR |
2020 EUR. |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: |
55.757.127 | 12.488.868 | |
| Depreciation of property, plant and equipment and investment properties Profit from the sale of investment properties Loss from liquidation of subsidiary |
18&19 20 |
6.963 (16.437) |
5.698 |
| Dividend income Interest income Interest expense |
10 | (55.689.364) (288.289) 290 |
1.000 (12.479.000) (363.230) 4.385 |
| (229.710) | (342.279) | ||
| Changes in working capital: Increase in trade and other receivables Increase/(decrease) in trade and other payables |
(509.628) 3.918 |
(2.258) (513) |
|
| Cash used in operations | (735.420) | (345.050) | |
| Interest received Dividends received Tax paid |
298.293 55.689.364 (18, 873) |
351.728 12.479.000 (35.286) |
|
| Net cash generated from operating activities | 55.233.364 | 12.450,392 | |
| CASH FLOWS FROM INVESTING ACTIVITIES Payment for purchase of investment property Payment for purchase of investments in subsidiaries Payment for purchase of financial assets at amortised cost Loans granted Loans repayments received Proceeds from disposal of property, plant and equipment Proceeds from sale of investment properties Proceeds from sale of financial assets at amortised cost |
19 20. 21 |
(17.945) (21.190.000) (10.650.783) (49.456.336) 6.564 100.436 19.360.000 |
(108.825) (21.320.430) (542.295) 4.455.768 4.080.000 |
| Net cash used in investing activities | (61.848.064) | (13.435.782) | |
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share capital and share premium Interest paid |
6.235.200 (290) |
1.302.619 (4.385) |
|
| Net cash generated from financing activities | 6.234.910 | 1.298.234 | |
| Net (decrease)/increase in cash and cash equivalents | (379.790) | 312.844 | |
| Cash and cash equivalents at beginning of the year | 463.871 | 151.027 | |
| Cash and cash equivalents at end of the year | 24 | 84.081 | 463.871 |
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. The Company's business address is at Akamantis Business Center, Egypt street 10, Office no. 306, 3rd floor, P.C. 1097, Nicosia, Cyprus.
The principal activities of the Company comprise the holding of investments, the ownership and leasing of residential property, the trading in financial instruments and that of short term financing activities.
The Company has prepared these parent's separate financial statements for compliance with the requirements of the Cyprus Income Tax Law.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. The 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.
The Company has also prepared consolidated financial statements in accordance with IFRSs for the Company and its subsidiaries (the "Group"). The consolidated financial statements can be obtained from Akamantis business center, Egypt 10, Office no. 306, 3rd floor, P.C. 1097, Nicosia, Cyprus.
Users of these parent's separate financial statements should read them together with the Group's consolidated financial statements as at and for the year ended 31 December 2021 in order to obtain a proper understanding of the financial position, the financial performance and the cash flows of the Company and the Group.
During the current year the Company 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 2021. This adoption did not have a material effect on the accounting policies of the Company.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Investments in subsidiary companies are classified as financial assets at fair value through other comprehensive income and are measured at fair value. Gains or losses on investments in subsidiary companies are recognised directly in equity, through the statement of other comprehensive income.
Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.
Interest income is recognised on a time-proportion basis using the effective interest method.
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.
The Company and its employees contribute to the Government Social Insurance Fund based on employees' salaries. The Company's contributions are expensed as incurred and are included in staff costs. The Company 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.
Interest income is recognised on a time-proportion basis using the effective method.
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Items included in the Company'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 Company's functional and presentation currency.
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.
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.
Dividend distribution to the Company's shareholders is recognised in the Company's financial statements in the year in which they are approved by the Company's shareholders.
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
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 |
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 Company. 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 property is held for long-term rental yields and/or for capital appreciation and is not occupied by the Company. Investment property is treated as a non-current asset and is stated at historical cost less depreciation. 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 rate used is 3%. No depreciation is provided on land.
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.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation 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.
The Company classifies its financial assets in the following measurement categories:
The classification and subsequent measurement of debt financial assets depends on: (i) the Company's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Company 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 Company 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-by-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 Company 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).
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 Company 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 Company has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Company 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.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of the asset. The Company classifies its debt instruments into the following measurement category:
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 revenue. Any gain or loss arising on derecognition is recognised 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 statement of profit or loss. Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, other receivables, loans receivable from related parties and receivables from related parties.
The Company subsequently measures all equity investments at fair value. Where the Company'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 Company'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 Company'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 statement of profit or loss 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.
The Company assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at AC. The Company 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, (ii) time value of money and (iii) all reasonable and supportable 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 carried at amortised cost are presented in the statement of financial position net of the allowance for ECL.
Expected losses are recognised and measured according to the general approach.
The Company 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 Company 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 Company determines when a SICR has occurred. If the Company determines that a financial asset is creditimpaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Company's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.
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 are written-off, in whole or in part, when the Company exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Company may write-off financial assets that are still subject to enforcement activity when the Company seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.
The Company sometimes renegotiates or otherwise modifies the contractual terms of the financial assets. The Company 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 equity-based 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 Company derecognises the original financial asset and recognises a new asset at its fair value. The date of renegotiation is considered to be the date of initial recognition for subsequent impairment calculation purposes, including determining whether a SICR has occurred. The Company 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 Company compares the original and revised expected 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 Company 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.
For the purpose of the statement of cash flows, cash and cash equivalents comprise cash at bank, cash with brokers and cash in hand. 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.
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 cancelled or expires.
An exchange between the Company 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, other 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 Company 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 differences arising 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, construction 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 Company and the costs can be measured reliably.
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.
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 Company has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Company. 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.
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.
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
At the date of approval of these 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 financial statements of the Company.
The Company is exposed to interest rate risk, credit risk, currency risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
The Company's interest rate risk arises from interest-bearing assets. Interest-bearing assets at variable rates expose the Company to cash flow interest rate risk. Interest bearing assets issued at fixed rates expose the Company to fair value interest rate risk.
The Company's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
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, contractual cash flows of debt investments carried at amortised cost and outstanding receivables.
Credit risk is managed on a group basis. For banks and financial institutions, only parties whom management has internally assessed as financially healthy and stable are accepted.
If counterparties are independently rated, these ratings are used. Otherwise, if there is no independent rating, Management assesses the credit quality of the counterparty, 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.
The Company has the following types of financial assets that are subject to the expected credit loss model:
The Company 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 Company 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:
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.
The Company 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.
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 Company. The Company 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 Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
The Company's exposure to credit risk for each class of (asset/instrument) subject to the expected credit loss model is set out below:
A summary of the assumptions underpinning the Company's expected credit loss model is as follows:
| Category | Company definition of category |
Basis for recognition of expected credit loss provision |
Basis for calculation of 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 llifetime of an asset is less than 12 months, expected losses are measured at its expected lifetime. |
Gross carrying lamount |
| Underperforming | Counterparties for which there is a significant increase in credit risk; as significant increase 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 lamount |
| Non-performing | 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 |
(ii) Impairment of financial assets (continued)
The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2021 and 31 December 2020:
| and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contra | 2021 | 2020 |
|---|---|---|
| Performing | EUR | EUR |
| 49.532.713 | $\sim$ | |
| Total | 49.532.713 | $\bullet$ |
The Company does not hold any collateral as security for any loans to related parties.
There were no significant loans to related parties written off during the year that are subject to enforcement activity.
For receivables from related parties lifetime ECL was provided for them upon initial application of IFRS 9 until these financial assets are derecognised as it was determined on initial application of IFRS 9 that it would require undue cost and effort to determine whether their credit risk has increased significantly since initial recognition to the date of initial application of IFRS 9.
For any new receivables from related parties, which are not purchased or originated credit-impaired financial assets, the impairment loss is recognised as 12-month ECL on initial recognition of such instruments and subsequently the Company assesses whether there was a significant increase in credit risk.
The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2021 and 31 December 2020:
$\sim$
| _________ | --------------------------------------- | 2021 | 2020 |
|---|---|---|---|
| Performing | EUR | EUR | |
| 506.911 | . . | ||
| Total | 506.911 | $\blacksquare$ | |
The Company does not hold any collateral as security for any receivables from related parties.
There were no significant receivables from related parties written off during the year that are subject to enforcement activity.
For other receivables lifetime ECL was provided for them upon initial application of IFRS 9 until these financial assets are derecognised as it was determined on initial application of IFRS 9 that it would require undue cost and effort to determine whether their credit risk has increased significantly since initial recognition to the date of initial application of IFRS 9.
For any new other receivables, which are not purchased or originated credit-impaired financial assets, the impairment loss is recognised as 12-month ECL on initial recognition of such instruments and subsequently the Company assesses whether there was a significant increase in credit risk.
(ii) Impairment of financial assets (continued)
The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2021 and 31 December 2020:
| Company internal credit rating | 2021 | 2020 |
|---|---|---|
| EUR | EUR | |
| Performing | 3.178 | 2.081 |
| Total | 3.178 | 2.081 |
The Company does not hold any collateral as security for any other receivables.
There were no significant other receivables written off during the year that are subject to enforcement activity.
The Company 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 Company's maximum exposure to credit risk on these assets as at 31 December 2021 and 31 December 2020:
| Company internal credit rating | 2021 | 2020 |
|---|---|---|
| EUR | EUR | |
| Performing | 83.531 | 463.471 |
| Total | 83.531 | 463.471 |
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 Moody's and an LGD of 40-60% as published by ECB.
The Company's cash and cash equivalents held with Credit Suisse AG, are eligible for participation and are fully covered by the Deposit Guarantee Scheme of Switzerland which covers accounts up to 100.000 CHF per bank per depositor. In this respect, the Company's exposure at default is extinct hence, no ECL arises.
The Company does not hold any collateral as security for any cash at bank balances.
There were no significant cash at bank balances written off during the year that are subject to enforcement activity.
Currency risk is the risk that 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 Company's measurement currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar and the Russian Ruble. The Company's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Capital includes equity shares and share premium.
The Company 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 Company's overall strategy remains unchanged from last year.
The fair values of the Company's financial assets and liabilities approximate their carrying amounts at the reporting date.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company 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.
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.
The Company makes estimates and assumptions concerning the future. 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.
When measuring expected credit losses the Company 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.
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 Company 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 Company's accounting policies
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company 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 financial assets at fair value through other comprehensive income has been estimated based on the fair value of these individual assets.
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company'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.
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 Company estimates the recoverable amount of the cash generating unit in which the asset belongs to.
The Company 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.
The Board of Directors assesses the useful lives of depreciable assets at each reporting date, and revises them if necessary so that the useful lives represent the expected utility of the assets to the Company. Actual results, however, may vary due to technological obsolescence, mis-usage and other factors that are not easily predictable.
Level 2
EUR
Level 3
EUR
Total
FLIR
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
EUR
| 31 December 2020 | Level 1 EUR |
Level 2 EUR |
Level 3 EUR |
Total EUR |
|---|---|---|---|---|
| Assets measured at fair value Financial assets at fair value through other comprehensive income (Note 20) |
||||
| Investments in subsidiaries | 95.553.481 | 95.553.481 | ||
| Total | 95.553.481 | 95.553.481 |
There have been no transfers between different levels during the year.
The fair values of non-listed securities are determined in accordance with the Net Asset Value (NAV) method using unobservable inputs. The Company classifies the fair value of these investments as Level 3.
| Investments in | ||
|---|---|---|
| subsidiaries | Total | |
| FUR | EUR | |
| Balance at 1 January | 95.553.481 | 95.553.481 |
| Total gains or losses: in other comprehensive income | (45.183.474) | (45.183.474) |
| Additional contributions | 21.190.000 | 21.190.000 |
| Balance at 31 December | 71.560.007 | 71.560.007 |
| Description | Fair value at 31 Valuation December technique 2021 EUR |
|---|---|
| Investments in subsidiaries | 71.560.007 Net Asset Value |
| Description | Fair value at 31 Valuation December technique 2020 EUR |
| Investments in subsidiaries | 95.553.481 Net Asset Value |
| 2021 Revenue Profit before tax Assets Liabilities Depreciation |
Investment activities EUR 55,982.923 55.757.127 121.815.549 16.263 6.963 |
Total EUR 55.982.923 55.757.127 121.815.549 16.263 6.963 |
|---|---|---|
| 2020 | Investment activities |
Total |
| Revenue Profit before tax Assets Liabilities Depreciation |
EUR 12.848.010 12.488.868 105.021.651 17.524 5.698 |
EUR 12.848.010 12.488.868 105.021.651 17.524 5.698 |
| 10. Revenue | ||
| Dividend income Interest income Rental income |
2021 EUR 55.689.364 288.289 5.270 55.982.923 |
2020 EUR 12.479.000 363.230 5.780 12.848,010 |
| 11. Other operating income | ||
| Amount payable written off Net foreign exchange profit Profit from sale of investment properties |
2021 EUR 700 138.383 16.437 155,520 |
2020 EUR 1.104 $\bullet$ $\blacksquare$ 1.104 |
| 12. Other expenses | ||
| Net foreign exchange loss Loss from liquidation of subsidiary |
2021 EUR $\blacksquare$ |
2020 EUR 246 1.000 1.246 |
| 2021 | 2020 | |
|---|---|---|
| Operating profit is stated after charging the following items: | EUR | EUR |
| Depreciation of property, plant and equipment (Note 18) | ||
| Depreciation of investment property (Note 19) | 2.183 4.780 |
2.488 |
| Directors' fees | 24.000 | 3.210 |
| Staff costs including Directors in their executive capacity (Note 14) | 92,868 | 24.000 94.021 |
| Auditors' remuneration - current year | 35.401 | 29.400 |
| Auditors' remuneration - prior years | 21.500 | 17.500 |
| Direct operating expenses arising from investment properties | 2.804 | 4.490 |
| 14. Staff costs | ||
| 2021 | 2020 | |
| Salaries | EUR | EUR |
| 82.309 | 83.627 | |
| Social security costs | 10.559 | 10,394 |
| 92.868 | 94.021 | |
| Average number of employees (including Directors in their executive | ||
| capacity) | 5 | 6 |
| 15. Finance costs | ||
| 2021 | 2020 | |
| EUR | EUR | |
| Interest expense | 290 | 536 |
| Sundry finance expenses | 9.245 | 11.550 |
| Finance costs | 9.535 | 12.086 |
| 16. Tax | ||
| 2021 | 2020 | |
| Corporation tax | EUR | EUR |
| Defence contribution | 13.575 | 32.749 |
| 119 | 124 | |
| Charge for the year | 13.694 | 32.873 |
The corporation tax rate is 12,5%. In addition, 75% of the gross rents receivable are subject to defence contribution at the rate of 3%.
Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.
Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc) are exempt from Cyprus income tax.
| 2021 | 2020 | |
|---|---|---|
| Profit attributable to shareholders (EUR) | 55.743.433 | 12.455.995 |
| Weighted average number of ordinary shares in issue during the year | 600.000 | 253.600 |
| Profit per share attributable to equity holders of the parent (EUR) | 92,91 | 49,12 |
The Company's share price as at 31 December 2021 in Cyprus Stock Exchange Emerging Companies Market was EUR 16,60 (31 December 2020: EUR 16,60).
| fixtures and office equipment |
Furniture, Computer hardware and operating systems |
Total | |
|---|---|---|---|
| EUR | EUR | EUR | |
| Cost | |||
| Balance at 1 January 2020 | 15.612 | 4.634 | 20.246 |
| Balance at 31 December 2020/ 1 January 2021 | 15.612 | 4.634 | 20,246 |
| Disposals | (15,612) | (15.612) | |
| Balance at 31 December 2021 | 4.634 | 4.634 | |
| Depreciation | |||
| Balance at 1 January 2020 Charge for the year |
6.185 1.562 |
2.826 926 |
9.011 2.488 |
| Balance at 31 December 2020/ 1 January 2021 | 7.747 | 3.752 | 11.499 |
| Charge for the year On disposals |
1.301 (9.048) |
882 | 2.183 (9.048) |
| Balance at 31 December 2021 | 4.634 | 4.634 | |
| Net book amount | |||
| Balance at 31 December 2021 | |||
| Balance at 31 December 2020 | 7.865 | 882 | 8.747 |
| 2021 EUR |
2020 EUR |
|
|---|---|---|
| Cost | ||
| Balance at 1 January Additions Disposals |
205.546 17.945 (96.721) |
96.721 108,825 |
| Balance at 31 December | 126.770 | 205.546 |
| Depreciation | ||
| Balance at 1 January Charge for the year On disposals |
11.917 4.780 (12.722) |
8.707 3.210 ٠ |
| Balance at 31 December | 3.975 | 11.917 |
| Net book amount | ||
| Balance at 31 December | 122.795 | 193.629 |
| Details of investment properties are as follows: | ||
| 2021 | 2020 | |
| Type | EUR | EUR |
| Apartment situated at 55 Milou street, Archangelos, Nicosia, Cyprus. | 85.824 | |
| Shop situated at Aggelou Terzaki, 110, Makedonitissa, Nicosia, Cyprus | 122.795 | 107.805 |
| 122.795 | 193.629 |
The Company's apartment situated at 55 Milou street, Archangelos, Nicosia was disposed for the amount of EUR107.000 during the year under review.
| Liquidation proceeds | (8.521.634) |
|---|---|
| Liquidation loss | (1.000) |
| Fair value adjustment (Note 26) (45.183.474) Balance at 31 December 71.560.007 |
3.480.791 95.553.481 |
The details of the subsidiaries are as follows:
| Name | Country of incorporation |
Principal activities | Holding $\frac{9}{6}$ |
2021 EUR |
2020 EUR |
|---|---|---|---|---|---|
| Wing Hang Enterprises (Cyprus) Limited |
Cyprus | Trading in financial instruments and receiving and granting of loans |
100 | 10.332.623 | 58.173.610 |
| Kirnione Holdings Limited |
Cyprus | Trading in investments and investment of its funds |
100 | 1.000 | 1.000 |
| Winncom Technologies Holding Limited |
Ireland | Investment holding company | 67 | 381.221 | 408.818 |
| LLC "Business Active" Elbridge Investments (Cyprus) Limited |
Russia Cyprus |
Activity in the field of Law Financing activities, comprising of borrowing and lending of own and borrowed funds. Additionally, the Company invests in marketable securities via high calibre local and international financial institutions and brokers and is actively investing and seeking opportunities in the real estate industry in Cyprus and abroad |
90 100 |
4.425.474 43,971,402 |
4.101.918 27.277.138 |
| Alodie Properties Limited |
Cyprus | holding of properties for investment purposes |
100 | 4.991.830 | 3.998.728 |
| Lostmperi Holdings Limited |
Cyprus | Holding of investments and granting of loans |
100 - | 7.456.457 | 1.592.269 |
| 71.560.007 | 95.553.481 |
| 2021 EUR |
2020 EUR |
|
|---|---|---|
| Balance at 1 January | 8.795.598 | 12.919.617 |
| Additions | 10.650.783 | $\sim$ |
| Redemption | (19.360.000) | (4.080.000) |
| Interest charged | 211.912 | 307.709 |
| Interest received | (298.293) | (351.728) |
| Balance at 31 December | 8.795.598 |
Debt investments at amortised cost, which were redeemed during the year under review, were comprised of 19.360 (2020: 8.740) subordinated non-secured, non-guaranteed callable coupon-bonds of nominal value of EUR 1.000 each issued by the subsidiary company Elbridge Investments (Cyprus) Limited.
| 2021 | 2020 | |
|---|---|---|
| EUR | EUR | |
| Balance at 1 January | 3.857.952 | |
| New loans granted | 49.456.336 | 542.295 |
| Repayments | (4.455.768) | |
| Interest charged | 76.377 | 55.521 |
| Balance at 31 December | 49.532.713 | |
| 2021 | 2020 | |
| Loans to own subsidiaries (Note 30.3) | EUR | EUR |
| 49,532.713 | ||
| 49.532.713 | ||
The loans are repayable as follows:
| 2021 | 2020 | |
|---|---|---|
| EUR | EUR | |
| Between one and five years | 49.532.713 ___ |
The exposure of the Company to credit risk in relation to loans receivable is reported in note 6 of the financial statements.
| 2021 | 2020 | |
|---|---|---|
| EUR | EUR | |
| Receivables from own subsidiaries (Note 30.2) | 506.911 | |
| Deposits and prepayments | 4.781 | 4.244 |
| Other receivables | 3.178 | 2.081 |
| Refundable VAT | 1.083 | |
| 515.953 | 6.325 |
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.
For a summary of key terms and conditions relating to the balances with related parties, refer to note 30 of the financial statements.
The exposure of the Company to credit risk and impairment losses in relation to trade and other receivables is reported in note 6 of the financial statements.
| Credit Suisse AG | 2021 EUR |
2020 EUR |
|---|---|---|
| Current accounts $\frac{1}{2} \left( \frac{1}{2} \right)^2$ Visa credit cards $\overline{\phantom{a}}$ EcommBX Limited |
38.217 16.925 |
320.127 23,859 |
| Cash at Electronic Money Institution $\sim$ Skanestas Investments Limited |
21.396 | 57.001 |
| Cash with brokers Argus Stockbrokers Ltd |
1.993 | 62.484 |
| Cash with brokers | 5.000 | |
| 83.531 | 463.471 |
For the purposes of the statement of cash flows, the cash and cash equivalents include the following:
| 2021 | 2020 | |
|---|---|---|
| EUR | EUR | |
| Cash in hand | 550 | 400 |
| Cash with brokers | 6.993 | 62.484 |
| Cash at Electronic Money Institution | 21.396 | 57.001 |
| Current accounts | 38.217 | 320.127 |
| Visa credit cards | 16.925 | 23.859 |
| 84.081 | 463,871 |
| 2021 | 2020 | |
|---|---|---|
| EUR | EUR | |
| United States Dollars | 38.272 | 2.934 |
| Euro | 45.809 | 460.937 |
| 84.081 _____ |
463.871 |
The exposure of the Company to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 6 of the financial statements.
| Authorised | 2021 Number of shares |
2021 EUR |
2020 Number of shares |
2020 EUR |
|---|---|---|---|---|
| Ordinary shares of EUR 12,50 each | 600.000 600.000 |
7.500.000 7.500.000 |
253.600 | 3.170.000 |
| Issued and fully paid | 253.600 | 3.170.000 | ||
| Balance at 1 January Issue of shares |
253,600 346.400 |
3.170.000 4.330.000 |
174.172 79.428 |
2.177.150 992.850 |
| Balance at 31 December | 600.000 | 7.500.000 | 253.600 | 3.170,000 |
On 27 May 2021, the authorised share capital of the Company was increased by 346.400 ordinary shares of nominal value of EUR 12,50 each.
On 16 June 2021, the Company issued 346.400 ordinary shares of nominal value of EUR 12,50 each, at a premium of EUR 5,50 each.
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.
| Share | Fair value reserve - Financial assets at fair value through other |
||
|---|---|---|---|
| premium comprehensive income | Total | ||
| Balance at 1 January 2020 | EUR | EUR | EUR |
| Fair value adjustment (Note 20) | 1.546.784 | 50.500.297 | 52.047.081 |
| $\overline{\phantom{0}}$ | 3.480.791 | 3.480.791 | |
| Profit transferred to retained earnings due to liquidation Issue of share premium |
(6.785.815) | (6.785.815) | |
| 309.769 | 309,769 | ||
| Balance at 31 December 2020/ 1 January 2021 | |||
| Fair value adjustment (Note 20) | 1.856.553 | 47.195.273 | 49.051.826 |
| Issue of share premium | (45.183.474) | (45.183.474) | |
| 1.905.200 | 1.905.200 | ||
| Balance at 31 December 2021 | 3.761.753 | 2.011.799 | 5.773.552 |
The fair value reserve for investments represents accumulated gains and losses arising on the revaluation of investments in subsidiaries that have been recognised in other comprehensive income. On disposal of these equity investments, any related balance within the FVOCI reserve is reclassified to retained earnings.
| 2021 | 2020 | |
|---|---|---|
| Social insurance and other taxes | EUR | EUR |
| Tenants' deposits | 1.841 | 1.447 |
| Accruals | $\blacksquare$ | 550 |
| Other creditors | 7.664 | 8.639 |
| Defence tax on rent payable | 5.056 | $\bullet$ |
| 14.569 | 10.651 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented
| Corporation tax Special contribution for defence |
2021 | 2020 |
|---|---|---|
| EUR | EUR | |
| 1.575 | 6.749 | |
| 119 | 124 | |
| 1.694 | 6.873 |
On 11 March 2020, the World Health Organisation declared the Coronavirus COVID-19 outbreak to be a pandemic in recognition of its rapid spread across the globe. Many governments are taking increasingly stringent steps to help contain, and in many jurisdictions, now delay, the spread of the virus, including: requiring self-isolation/ quarantine by those potentially affected, implementing social distancing measures, and controlling or closing borders and "locking-down" cities/regions or even entire countries. These measures have slowed down the economies both in Cyprus but globally as well with the potential of having wider impacts on the respective economies as the measures persist for a greater period of time.
This operating environment may have a significant impact on the Company's operations and financial position. Management is taking necessary measures to ensure sustainability of the Company's operations. However, the future effects of the current economic situation are difficult to predict and Management's current expectations and estimates could differ from actual results.
The Company's Management is unable to predict all developments which could have an impact on the Cyprus economy and consequently, what effect, if any, they could have on the future financial performance, cash flows and financial position of the Company.
On the basis of the evaluation performed, the Company's management has concluded that no provisions or impairment charges are necessary. The Company's Management believes that it is taking all the necessary measures to maintain the viability of the Company and the smooth conduct of its operations in the current business and economic environment.
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.
The related party balances and transactions are as follows:
The remuneration of Directors and other members of key management was as follows:
| 2021 | 2020 | |
|---|---|---|
| Directors' fees | EUR | EUR |
| Directors' remuneration | 24,000 | 24.000 |
| 24.504 | 16.251 | |
| 48.504 | 40.251 |
| Name Wing Hang Enterprises (Cyprus) Limited |
Nature of transactions Dividends receivable |
2021 EUR 500,000 |
2020 EUR $\sim$ |
|---|---|---|---|
| Lostmperi Holdings Limited Kirnione Holdings Limited Alodie Properties Limited |
Trade Trade Trade |
1.759 2.585 2.567 |
|
| 506.911 |
During the year, dividend income amounting to EUR 53.500.000 (2020: EUR 10.000.000) was recognized in the statement of profit or loss and other comprehensive income, received by the subsidiary Wing Hang Enterprises (Cyprus) Limited.
During the year, dividend income amounting to EUR 2.189.364 (2020: EUR 2.479.000) was recognized in the statement of profit or loss and other comprehensive income, received from the subsidiary Winncom Technologies Holding Limited (Ireland).
| Interest rate | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Subsidiary | 1.18% | Nature of transactions | Expire date | EUR | EUR |
| Finance | 7/10/2026 | 49.532.713 | |||
| 49.532.713 |
During the year, interest income amounting to EUR 76.377 was recognized in the statement of profit or loss and other comprehensive income.
| Elbridge Investments (Cyprus) Limited | 2021 | ||
|---|---|---|---|
| Nature of transactions | EUR | EUR | |
| Finance | 8.795.598 | ||
| 8.795.598 |
The bonds were subject to a floating interest rate equal to the 12-month EUR Libor, in force on the first calendar day of the year plus 2,65% and 2,80% per annum and were repayable by 2029. During the year under review the bonds were redeemed, interest income amounting to EUR 211.912 (2020: EUR 307.709) was recognized in the statement of profit or loss and other comprehensive income.
The Company had no contingent liabilities as at 31 December 2021.
The Company had no capital or other commitments as at 31 December 2021.
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 conflict continues to evolve as military activity proceeds. In addition to the impact of the events on entities that have operations 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 United Nations, 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 and Belarussian government, various companies, and certain individuals. The sanctions imposed include an asset 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 territories. The Republic of Cyprus has adopted the United Nations and European Union measures. The rapid deterioration of the conflict in Ukraine may as well lead to the possibility 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 trade flows and place 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 heightened risk of contractual non-performance.
The impact on the Company 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 markets.
The Company has the following exposures in the Russian Federation:
Loans receivables
Investment in subsidiaries and associates
Operating in Russia involves some risk of political instability, which may include changes in government, negative policy shifts and civil unrest. Financial and economic sanctions imposed by the global community on certain sectors of the Russian economy as well as businesses and individuals in Russia in the first quarter of 2022, and the countermeasures imposed by Russia on the United States of America, United Kingdom and European Union, may potentially pose a risk to the Company's operations. These factors may have a negative impact on the Company's capital flows and ability of the Company to secure external financing.
The Company actively monitors political developments on an ongoing basis. However, the macroeconomic situation in Russia is out of Management's control. The scope and impact of any new potential sanctions (and any countersanctions) is yet unknown, however they might further affect key Russian financial institutions as well as companies operating in the Russian Federation and Belarus.
Fluctuations in foreign exchange rates may also impact the operations of the Company. Since the beginning of the military operation in Ukraine and after the sanctions came into effect, the Russian Ruble (RUB) showed an increased volatility against the United States Dollar and the Euro. The Russian central bank had raised the key rate of interest from 9,5% to the current 17% as a preventive measure to stop the devaluation of the RUB.
Management has considered the unique circumstances that could have a material impact on the business operations and the risk exposures of the Company and has concluded that the main impacts on the Company's profitability/liquidity position may arise from:
Interruptions or stoppage of production in affected areas and neighboring countries
Damage or loss of inventories and other assets e.g., buildings in conflict zones in Ukraine
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
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
Breach of loan covenants, triggering of subjective covenants (e.g., material adverse change clauses), amendments, or waivers in lending agreements, and/or debt default
Volatility/abnormally large changes in equity or debt securities, prices, commodity prices, foreign currency exchange rates, and/or interest rates after 31 December 2021 that will significantly impact the measurement of assets in the next 12 months
Announcing plans of discontinuance of major assets disposals
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 event did not exist in the reporting period and is therefore not reflected in the recognition and measurement of the assets and liabilities in the financial statements as at 31 December 2021 as it is considered as a non-adjusting
Independent auditor's report on pages 4 to 6
| Page | 2021 EUR |
2020 EUR |
|
|---|---|---|---|
| Revenue | |||
| Dividend income Interest income |
55.689.364 288.289 |
12.479.000 | |
| Total revenue | 55.977.653 | 363.230 | |
| Cost of sales | 41 | 12.842.230 | |
| Gross profit | (3.849) | ||
| Net rent receivable | 55.977.653 | 12.838.381 | |
| Gross profit | 42 | 2.466 | 1.290 |
| Other operating income | 55.980.119 | 12.839.671 | |
| Amount payable written off Net foreign exchange profit Profit from sale of investment properties |
700 138.383 16.437 |
1.104 | |
| 56.135.639 | 12.840.775 | ||
| Operating expenses | |||
| Administration expenses | 43 | (368.977) | (338.575) |
| 55.766.662 | 12.502.200 | ||
| Other operating expenses | |||
| Net foreign exchange loss Loss from liquidation of subsidiary |
(246) | ||
| Operating profit | 55.766.662 | (1.000) | |
| Finance costs | 44 | 12.500.954 | |
| Net profit for the year before tax | (9.535) | (12.086) | |
| 55.757.127 | 12.488.868 |
| Cost of sales | 2021 EUR |
2020 EUR |
|---|---|---|
| Direct costs | $\equiv$ | 3.849 |
| Interest expense | $\qquad \qquad \blacksquare$ | 3.849 |
Year ended 31 December 2021
| 2021 EUR |
2020 EUR |
|
|---|---|---|
| Rental income | ||
| Rent receivable | 5.270 | |
| Other income from property | 5.500 280 |
|
| 5,270 | 5.780 | |
| Rental expenses | ||
| Property rates and taxes | ||
| Repairs and maintenance | 54 | |
| Water supply and cleaning | 1.226 | |
| Common expenses | 34 | |
| Depreciation | 945 | |
| 1.825 | 3.210 | |
| 2.804 | 4.490 | |
| Net rent receivable | 2.466 | 1.290 |
| 2021 EUR |
2020 EUR |
|
|---|---|---|
| Administration expenses | ||
| Directors' remuneration | ||
| Staff salaries | 24.504 | 16.251 |
| Social security costs | 57.805 | 67.376 |
| Rent | 10.559 | 10.394 |
| Common expenses | 4.020 6.515 |
3.985 |
| Municipality taxes | 315 | 4.095 |
| Annual levy | 350 | 200 |
| Repairs and maintenance | 2.005 | 350 |
| Sundry expenses | 4.686 | 1.663 |
| Telephone and postage | 8.387 | 8.351 |
| Courier expenses | 3.456 | 200 |
| Subscriptions and contributions | 13.594 | 3.884 |
| Computer supplies and maintenance | 2.269 | 328 |
| Computer software | 908 | 3.094 |
| Auditors' remuneration - current year | 35.401 | 29,400 |
| Auditors' remuneration - prior years | 21.500 | 17.500 |
| Legal fees | 9.476 | 18.563 |
| Other professional fees | $\blacksquare$ | 3.570 |
| Secretarial fees | 6.336 | 8.495 |
| Custody fees | 18.121 | 14.503 |
| Investment related expenses | 5.404 | |
| Directors' fees | 24.000 | 24.000 |
| Overseas travelling | 33.563 | 18.074 |
| Entertaining | 1.578 | 429 |
| Valuation fees | $\blacksquare$ | 20.230 |
| Services paid | - | 3.078 |
| Consulting fees | 51.619 | 45.598 |
| Advertising expenses Depreciation |
17.468 | 12.476 |
| 5.138 | 2.488 | |
| 368.977 | 338.575 |
| 2021 EUR |
2020 EUR |
|
|---|---|---|
| Finance costs | ||
| Interest expense Bank overdraft interest Interest on taxes |
282 8 |
46 490 |
| Sundry finance expenses Bank charges |
9.245 | 11.550 |
| 9.535 | 12.086 |
| Income EUR |
Rate | Defence €c |
|
|---|---|---|---|
| RENTS Rent income 25% deduction on total rents |
5.270 (1.318) |
||
| 3.952 | 3% | 118,56 | |
| DEFENCE CONTRIBUTION DUE TO IRD | 118,56 |
| Net profit per income statement Add: |
Page 40 |
EUR | EUR 55.757.127 |
|---|---|---|---|
| Balancing addition Depreciation Annual levy Interest on taxes |
10.248 6.963 350 |
||
| Administration expenses restricted Finance expenses |
8 196.584 1.849 |
216.002 | |
| Less: | 55.973.129 | ||
| Annual wear and tear allowances Notional interest deduction on new capital - Article 9B Net foreign exchange profit Profit from sale of investment properties Dividends received Amount payable written off Chargeable income for the year |
3.837 5.680 138.383 16.437 55.689.364 700 |
(55.854.401) | |
| 118.728 | |||
| Losses surrendered to Company from Group companies Loss surrendered to Company from Alodie Properties Limited Chargeable income |
(10.132) | ||
| 108.596 | |||
| Calculation of corporation tax | Income € |
Rate $\%$ |
Total $\epsilon$ c |
| Tax at normal rates: Chargeable income as above Tax paid provisionally |
108.596 96.000 |
12,50 | 13.574,50 (12.000, 00) |
| TAX PAYABLE | 1,574,50 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.