Toriase Public Company LTD

Annual / Quarterly Financial Statement • Sep 25, 2019

FINANCIAL STATEMENTS Period from 1 January 2019 to 30 June 2019

FINANCIAL STATEMENTS Period from 1 January 2019 to 30 June 2019

CONTENTS

PAGE

Board of Directors and other officers	1
Management Report	2 - 3
Statement of profit or loss and other comprehensive income	র্য
Statement of financial position	5
Cash flow statement	ം
Notes to the financial statements	7 - 9

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:	Khandaker Abul Hasnat Kabir - Appointed on 28 August 2019 Sim Choong Kiat - Appointed on 28 August 2019 Jeffrey Zheng Dong Yang - Appointed on 28 August 2019 Andreas Karamanos - Appointed on 02 July 2018 Andreas Leonido - Appointed on 02 July 2018 and resigned on 02 July 2018 Andreas Matsas - Appointed on 02 July 2018 and resigned on 28 August 2018 A.I.L Nominee Services Ltd - Appointed on 23 April 2018 and resigned on 02 July 2018
Company Secretary:	A.I.L Nominee Services Ltd - Appointed on 23 April 2018
Independent Auditors:	Ekkeshis Ierodiakonou Ltd Certified Public Accountants and Registered Auditors 39 Themistocles Dervis Street Off. 102 1066, Nicosia
Registered office:	15 Agion Omologiton Str. 108, Nicosia

Registration number:

HE382948

Cyprus

MANAGEMENT REPORT

The Board of Directors presents its report and audited financial statements of the Company for the period from 1 January 2019 to 30 June 2019.

Incorporation

The Company Toriase Public Company Ltd was incorporated in Cyprus on 23 April 2018 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113.

Principal activities and nature of operations of the Company

The principal activities of the Company is the holding of investments.

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

The Company's development to date, financial results and position as presented in the financial statements are not considered satisfactory and the Board of Directors is making an effort to reduce the Company's losses.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Company are disclosed in note 10 of the financial statements.

Use of financial instruments by the Company

The Company is exposed to interest rate risk and credit risk from the financial instruments it holds.

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company's income and operating cash flows are substantially independent of changes in market interest rates as the Company has no significant interest-bearing assets. The Company is exposed to interest rate risk in relation to its non-current borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings 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

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities - primarily trade receivables and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

Credit risk related to trade receivables: This is managed based on established policies, procedures and controls relating to customer credit risk management. Credit limits are established for all customers based on internal ratings. Credit quality of the customer is assessed and outstanding customer receivables are reqularly monitored. The Company does not hold collateral as security.

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 Company 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.

Share capital

There were no changes in the share capital of the Company during the period under review.

Board of Directors

The members of the Company's Board of Directors as at 30 June 2019 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the period from 1 January 2019 to 30 June 2019.

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.

MANAGEMENT REPORT

Independent Auditors

The Independent Auditors, Ekkeshis Ierodiakonou Ltd, 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,

A.I.L Nominee Services Ltd Secretary

Nicosia, 25 September 2019

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Period from 1 January 2019 to 30 June 2019

	Note	2019 e	2018 €
Administration expenses Other expenses	2	(1,243)	(5,650) (2,500)
Operating loss		(1,243)	(8,150)
Finance costs	4	(80)
Loss before tax		(1,323)	(8,150)
Net loss for the period		(1,323)	(8,150)
Other comprehensive income
Total comprehensive income for the period		(1,323)	(8,150)

Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax |aw, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 17% will be payable on such deemed dividends to the extent that the ultimate shareholders are both Cyprus tax resident and Cyprus domiciled. The amount of deemed by any actual dividends paid out of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.

The notes on pages 7 to 9 form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION 30 June 2019

	Note	2019 €	2018 €
ASSETS
Non-current assets
Current assets
Receivables	6	20,150	21,500
Cash at bank and in hand	7	920
		21,070	21,500
Total assets		21,070	21,500
EQUITY AND LIABILITIES
Equity
Share capital	8	26,000	26,000
Accumulated losses		(9,473)	(8,150)
Total equity		16,527	17,850
Current liabilities
Trade and other payables	9	4,543	3,650
		4,543	3,650
Total equity and liabilities		21,070	21,500

The notes on pages 7 to 9 form an integral part of these financial statements.

CASH FLOW STATEMENT Period from 1 January 2019 to 30 June 2019

		2019	2018
	Note	€	€
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax		(1,323)	(8,150)
		(1,323)	(8,150)
Changes in working capital:
Decrease/(increase) in receivables		1,350	(21,500)
Increase in trade and other payables		:393	3,650
Cash generated from/(used in) operations		920	(26,000)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITTES Proceeds from issue of share capital			26,000
Net cash generated from financing activities			26,000
Net increase in cash and cash equivalents		920
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period		920

The notes on pages 7 to 9 form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS Period from 1 January 2019 to 30 June 2019

Principal activities

The principal activities of the Company is the holding of investments.

1. New accounting pronouncements

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.

2. Other expenses

	2019	2018
	€	€
Incorporation expenses	-	2,500
		2,500
3. Expenses by nature
	2019 €	2018 €
Auditors' remuneration Other expenses	893 350	1,190 6,960
Total expenses	1,243	8,150
4. Finance costs
	2019 €	2018 €
Sundry finance expenses	80
Finance costs	80

5. Tax

The corporation tax rate is 12,5%.

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.

Due to tax losses sustained in the period, no tax liability arises on the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the five succeeding years.

6. Receivables

	2019	2018
Shareholders' current accounts - debit balances (Note 11.1)
	20,150	21.500
	20,150	21,500

NOTES TO THE FINANCIAL STATEMENTS Period from 1 January 2019 to 30 June 2019

6. Receivables (continued)

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

7. Cash at bank and in hand

Cash balances are analysed as follows:

	2019	2018
	e
Cash at bank and in hand	920
	920

Non-cash transactions

The principal non-cash transactions during the current and prior year were the acquisition of property, plant and equipment using finance leases.

8. Share capital

	2019 Number of shares	2019 €	2018 Number of shares	2018 €
Authorised Ordinary shares of €2 each	13,000		13,000
Issued and fully paid		€		€
Balance at 1 January	26,000	26,000
Issue of shares			26,000	26,000
Balance at 30 June/31 December	26,000	26,000	26,000	26,000
9. Trade and other payables

	2019	2018
	e
Accruals	2,083	1,190
Other creditors	2,460	2.460
	4,543	3,650

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

NOTES TO THE FINANCIAL STATEMENTS Period from 1 January 2019 to 30 June 2019

10. Operating Environment of the Company

Following a long and relatively deep economic recession, the Cyprus economy began to record positive growth in 2015 which accelerated during 2016. The restrictive measures and capital controls which were in place since March 2013 were lifted in April 2015 and on the back of the economy's performance and the strong implementation of required measures and reforms, Cyprus exited its economic adjustment programme in March 2016. In recognition of the progress achieved on the fiscal front and the economic recovery, as well as the enactment of the foreclosure and insolvency framework, the international credit rating agencies have proceeded with a number of upgrades of the credit ratings for the Cypriot sovereign, and although the rating continues to be 'noninvestment grade', the Cyprus government has regained access to the capital markets. The outlook for the Cyprus economy over the medium term remains positive, however, there are downside risks to the growth projections emanating from the high levels of non performing exposures, uncertainties in the property markets, as well as potential deterioration in the external environment for Cyprus, including continuation of the recession in Russia in conditions of protracted declines in oil prices; weaker than expected growth in the euro area as a result of worsening global economic conditions; slower growth in the UK with a weakening of the pound as a result of uncertainty regarding the result of the Brexit referendum; and political uncertainty in Europe in view of Brexit and the refugee crisis.

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 finance, 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.

11. Related party transactions

The Company is controlled by XXX Holding Ltd, incorporated in Cyprus, which owns XX% of the Company's shares.

11.1 Shareholders' current accounts - debit balances (Note 6)

	2019	2018
	€	E
Shareholders	20,150	21,500
	20,150	21,500

The shareholders' current accounts are interest free, and have no specified repayment date.

12. Contingent liabilities

The Company had no contingent liabilities as at 30 June 2019.

13. Commitments

C

The Company had no capital or other commitments as at 30 June 2019.

14. Events after the reporting period

There were no material events after the reporting period, which have a bearing on the financial statements.

ADDITIONAL INFORMATION TO THE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

CONTENTS	PAGE
Detailed income statement	2
Selling and distribution expenses	3
Finance expenses	4
Computation of corporation tax

Calculation of tax losses for the five year period

DETAILED INCOME STATEMENT Period from 1 January 2019 to 30 June 2019

	Page	2019 €	2018 €
Revenue
Operating expenses Administration expenses	3	(1,243) (1,243)	(5,650) (5,650)
Other operating expenses Incorporation expenses			(2,500)
Operating loss Finance costs	4	(1,243) (80)	(8,150)
Net loss for the period before tax		(1,323)	(8,150)

SELLING AND DISTRIBUTION EXPENSES Period from 1 January 2019 to 30 June 2019

	2019 €	2018 €
Administration expenses
Annual levy	350	350
Auditors' remuneration	893	1,190
Other professional fees	-	4,110
	1,243	5,650

FINANCE EXPENSES

Period from 1 January 2019 to 30 June 2019

	2019 €	2018 €
Finance costs
Sundry finance expenses Bank charges	80
	80