A.J. Green Shell Plc — Annual Report 2019

Jun 29, 2020

REPORT AND FINANCIAL STATEMENTS 31 December 2019

15 Agion Omologiton Str. 1080, Nicosia Cyprus

HE HE358762

REPORT AND FINANCIAL STATEMENTS

The Management Report , the Auditor's report and the Financial Statements of the company for the year ended 31 December 2019 are true copies of those presented at the Annual General Meeting that took place on 29 June 2020.

Signature Andreas Karamanos Director Signature Andreas Karamanos Secretary

REPORT AND FINANCIAL STATEMENTS 31 December 2019

CONTENTS PAGE 1 Board of Directors and other officers 2 - 3 Management Report 4 - 6 Independent auditor's report 7 Statement of profit or loss and other comprehensive income 8 Statement of financial position 9 Statement of changes in equity 10 Cash flow statement 11 - 16 Notes to the financial statements

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:	Andreas Karamanos - Appointed on 24 October 2019 Thomas Patrick Brady - Appointed on 10 July 2019 and resigned on 04 December 2019 Rana Kashif Shahzad - Appointed on 10 July 2019 Zheng Zhang - Appointed on 01 September 2016 and resigned on 10 July 2019 Antonia Constantinou - Appointed on 01 September 2016 and resigned on 10 July 2019 Pananayiotis Rigas - Appointed on 01 September 2016 and resigned on 10 July 2019
Company Secretary:	Andreas Karamanos - Appointed on 28 October 2019 Thomas Patrick Brady - Appointed on 10 July 2019 and resigned on 28 October 2019 Zheng Zhang - Appointed on 01 September 2016 and resigned on 10 July 2019
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. 1080, Nicosia Cyprus
Registration number:	HE358762

MANAGEMENT REPORT

• I

The Board of Directors presents its report and audited financial statements of the Company for the year ended 31 December 2019.

Principal activities and nature of operations of the Company

The principal activities of the Company, which are unchanged from last year, are the investments in real estate.

Change of Company name

On 13 September 2019, the Company changed its name from Rofolio Holdings Public Company Ltd to Planet Recycling Industries Plc.

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 considered satisfactory.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Company are disclosed in notes 3, 4 and 11 of the financial statements.

Use of financial instruments by the Company

The Company is exposed to liquidity risk from the financial instruments it holds.

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 regularly 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

Authorised capital

On 14 October 2019 the authorised share capital of the Company was increased from 26.000 ordinary shares of €1 each into 26.005 ordinary shares of €1 each.

On the same day every 1 existing share of the authorised shared capital valued €1 was consolidated and dividend into 1 share of authorised value €7 each.

On 14 November 2019 the authorised share capital of the Company was increased from 26.005 ordinary shares of €7 each into 10.003.715 ordinary shares of €7 each.

Issued capital

On 14 October 2019 the issued share capital of the Company was increased from 26.000 ordinary shares of €1 each into 26.005 ordinary shares of €1 each.

On 14 October 2019 every 1 existing share of the issued shared capital valued €1 was consolidated and dividend into 1 share of €7 each.

MANAGEMENT REPORT

Board of Directors

The members of the Company's Board of Directors as at 31 December 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 year ended 31 December 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.

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 Direct Andreas Karamano Secretary 219 Nicosia, 29 June 2020

Ekkeshis lerodiakonou Ltd

39 Themistocles Dervis Street T: +357 22 466 470 1st Floor CY-1066 Nicosia, Cyprus P.O.Box 26643 CY-1646 Nicosia, Cyprus

F: +357 22 766 470 www.eicyprus.com

Independent Auditor's Report

To the Members of Planetclean Recycling Industries Plc (ex Rofolio Holdings Public Company Ltd)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Planetcean Recycling Industries Plc (ex Rofolio Holdings Public Company Ltd) (the "Company"), which are presented in pages 7 to 16 and comprise the statement of financial position as at 31 December 2019, and the statements of profit or loss and 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 the Company as at 31 December 2019, 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.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Financial Statements" section of our report. We are independent of the Company in accordance with the "International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants'' (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.

Other information

The Board of Directors is responsible for the other information comprises the information included in the Management Report, 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.

Responsibilities of the Board of Directors for the Financial Statements

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 requirements is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

E K K E S H I S + Independent Auditor's Report (continued)

To the Members of Planetclean Recycling Industries Plc (ex Rofolio Holdings Public Company Ltd)

Responsibilities of the Board of Directors for the Financial Statements (continued)

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.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs 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:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.

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.

Report on Other Legal Requirements

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

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

E K K E S H I S + Ìñdependent Auditor's Report (continued)

To the Members of Planetclean Recycling Industries Plc (ex Rofolio Holdings Public Company Ltd)

Other Matter

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.

Constantinos Ekkeshis
Certified Public Aecountant and Registered Auditor for and on behalf of Ekkeshis Terodiakonou/Ltd Certified Pilanc Accountants and Registered Auditors 9 + 0 Nicosia, 29 June 2020

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 31 December 2019

	Note	2019 (3	2018 은
Other operating income Administration expenses	5	6,240 (4,240)	2,923 (922)
Profit before tax		2,000	2,001
Tax	7	(323)	(68)
Net profit for the year		1,677	1,933
Other comprehensive income
Total comprehensive income for the year		1,677	1.933

STATEMENT OF FINANCIAL POSITION 31 December 2019

	Note	2019 (3	2018 ਵ
ASSETS
Non-current assets
Current assets
Receivables	8	2,005
		2,005
Total assets		2,005
EQUITY AND LIABILITIES
Equity
Share capital	9	26,005	26,000
Accumulated losses		(24,390)	(26,067)
Total equity		1,615	(67)
Current liabilities
Current tax liabilities	10	390	67
		390	67
Total equity and liabilities		2,005

On 29 June 2020 the Board of Directors of Planetclean Recycling Industries Plc (ex Rofolio Holdings Public Company Ltd) authorised these financial statements for issue.

Control Standarders and

Andreas Karamanos Director

STATEMENT OF CHANGES IN EQUITY 31 December 2019

	Note	Share capital (3	Accumulated osses (S	Tota (3
Balance at 1 January 2018		26,000	(28,000)	(2,000)
Comprehensive income Net profit for the year			1,933	1.933
Balance at 31 December 2018/ 1 January 2019		26,000	(26,067)	(67)
Comprehensive income Net profit for the year			1,677	1,677
Transactions with owners Issue of share capital Total transactions with owners	9	5 5
Balance at 31 December 2019		26,005	(24,390)	1,615

Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, 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 distribution is reduced 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.

CASH FLOW STATEMENT 31 December 2019

	2019 (3	2018 는
CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax	2,000	2,001
	2,000	2,001
Changes in working capital: Tncrease in receivables Decrease in trade and other payables	(2,005)	(2,000)
Cash (used in)/generated from operations Tax paid	(5)	(1)
Net cash used in operating activities	(5)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITES Proceeds from issue of share capital	5
Net cash generated from financing activities	5
Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year

NOTES TO THE FINANCIAL STATEMENTS 31 December 2019

1. Incorporation and principal activities

Country of incorporation

The Company Planetclean Recycling Industries Plc (ex Rofolio Holdings Public Company Ltd) (the "Company") was incorporated in Cyprus on 5 August 2016 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at 15 Agion Omologiton Str., 1080, Nicosia, Cyprus.

Principal activities

The principal activities of the Company, which are unchanged from last year, are the investments in real estate.

2. Significant accounting policies

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.

Basis of preparation

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.

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2019. This adoption did not have a material effect on the accounting policies of the Company.

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.

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.

Share capital

Ordinary shares are classified as equity.

NOTES TO THE FINANCIAL STATEMENTS 31 December 2019

3. Financial risk management

Financial risk factors

The Company is exposed to credit risk, liquidity 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 helow:

3.1 Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company has no significant concentration of credit risk. The Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables.

3.2 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.

3.3 Capital risk management

Capital includes equity shares and share premium, convertible preference shares and loan from parent company.

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.

4. Critical accounting estimates, judgments and assumptions

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

Critical accounting estimates and assumptions

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.

Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The 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.

NOTES TO THE FINANCIAL STATEMENTS 31 December 2019

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

Critical judgements in applying the Company's accounting policies

5. Other operating income

Sundry operating income	2011 (3 6,240	2018 ਵ 2,923
	6,240	2,923
6. Expenses by nature
	2019 (3	2018 는
Auditors' remuneration - current year Auditors' remuneration - prior years	1,190	1,190 (758)
Other expenses	3,050	490
Total expenses	4,240	922
7. Tax
	2019	2018
	(3	€
Corporation tax	323	68

Charge for the year

The tax on the Company's profit before tax differs from theoretical amount that would arise using the applicable tax rates as follows:

323 .

68

	2019	2018
	(S	ਵ
Profit before tax	2,000	2,001
Tax calculated at the applicable tax rates	250	250
Tax effect of expenses not deductible for tax purposes		62
Tax effect of allowances and income not subject to tax	73
Tax effect of tax losses brought forward		(250)
10% additional charge
Tax charge	373	68

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.

NOTES TO THE FINANCIAL STATEMENTS 31 December 2019

8. Receivables

2019	2018
(5
2,000
2,005

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

The exposure of the Company to credit risk and impairment losses in relation to receivables is reported in note 3 of the financial statements.

9. Share capital

	2019 Number of shares	2019 (3	2018 Number of shares	2018 €
Authorised Ordinary shares of €1,71 each Ordinary shares of €1,71 each	10,003,715	26,000 70,026,005	26,000	26,000
	10,003 715	70,052,005	26,000	26,000
		e		€
Issued and fully paid Balance at 1 January Issue of shares	26.000	26,000 5	26,000	26,000
Balance at 31 December	26,000	26,005	26,000	26,000

Authorised capital

On 14 October 2019 the authorised share capital of the Company was increased from 26.000 ordinary shares of €1 each into 26.005 ordinary shares of €1 each.

On the same day every 1 existing share of the authorised shared capital valued €1 was consolidated and dividend into 1 share of authorised value €7 each.

On 14 November 2019 the authorised share capital of the Company was increased from 26.005 ordinary shares of €7 each into 10.003.715 ordinary shares of €7 each.

Issued capital

On 14 October 2019 the issued share capital of the Company was increased from 26.000 ordinary shares of €1 each into 26.005 ordinary shares of €1 each.

10. Current tax liabilities

	2019	2018
Corporation tax	(5	1 e
	391	68
	391	68

NOTES TO THE FINANCIAL STATEMENTS 31 December 2019

11. 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 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.

12. Related party transactions

The following transactions were carried out with related parties:

12.1 Shareholders' current accounts - debit balances (Note 8)
	2019	2018
	5
Shareholder

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

13. Contingent liabilities

The Company had no contingent liabilities as at 31 December 2019.

14. Commitments

The Company had no capital or other commitments as at 31 December 2019.

NOTES TO THE FINANCIAL STATEMENTS 31 December 2019

15. Events after the reporting period

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

Independent auditor's report on pages 4 to 6

ﺍ