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Atlantis SE — Annual Report 2024
Nov 8, 2024
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Annual Report
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ATLANTIS SE ANNUAL REPORT FOR THE PERIOD SINCE JULY 1, 2023 TILL JUNE 30, 2024
PREPARED IN COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (EU)
July 31, 2024
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR
Contents
I. CORPORATE PROFILE ................................................................................................................................. 3
II. LETTER OF THE MANAGEMENT BOARD ................................................................................................................. 4
III. SELECTED FINANCIAL DATA ................................................................................................................... 5
IV. MANAGEMENT REPORT ..................................................................................................................... 11
IV.I. Description of the Company's activities ..................................................................................................................... 18
IV.II. Statement of Financial Position ..................................................................................................................... 19
IV.III. Statement of Comprehensive Income .................................................................................................................... 19
IV.IV. Statement of Changes in Equity ................................................................................................................... 20
IV.V. Statement of Cash Flows ........................................................................................................................... 21
IV.VI. Notes to the Financial Statements ............................................................................................................................. 22
IV.VII. Management's Responsibility for the Financial Statements ........................................................................................................... 23
V. INDEPENDENT AUDITORS' REPORT ON THE FINANCIAL STATEMENTS ................................................................................... 50
VI. INDEPENDENT AUDITORS' REPORT ON THE MANAGEMENT REPORT ................................................................................... 51
I. CORPORATE PROFILE
Company Profile:
ATLANTIS SE
Registration number: 40103838355
Legal form: Public limited company (Societas Europaea)
Registered office: Vana-Lõuna 15, Tallinn, 10135
Email: [email protected]
Website: www.atlantis-se.com
Reporting date: 01/07/2023 – 30/06/2024
Auditor: KPMG Baltics OÜ (company reg. 101009646, reg. no 17)
The entity's management board responsibility: As of 30/06/2024 the entity's management board responsibility expires in the following years (according to the articles of association):
Management Board Members:
* Margus Reino (Chairman)
* Jaanus Ots
* Indrek Rink
Financial Year:
The reporting period is July 1, 2023 to June 30, 2024.
II. LETTER OF THE MANAGEMENT BOARD
Dear Sir or Madam,
On behalf of the Management Board of Atlantis SE (hereinafter ‘the Company’) I present to you the Annual Report for the financial year from July 1, 2023 to June 30, 2024. During this period the Company continued to provide lending activities, which constitute the main part of the revenues. In the opinion of the Management Board, the Company’s situation is stable and there is no risk of liquidity loss or threat to the going concern. The Company has activities in the new financial year will still focus on financial activities. The main strategic goals of the Company for the next years are to stabilize the position of the Company in the areas where Atlantis SE already provides its financial services, striving to meet the ever-growing requirements of clients and achieving positive financial results that will meet the expectations of our Shareholders.
I invite you to get acquainted with this report. I would also like to thank all the shareholders for the trust that they have invested in the Company's shares, and I wish everyone continued cooperation.
Yours faithfully,
Damian Patrowicz
Member of the Management Board
III. SELECTED FINANCIAL DATA
Selected financial data In thous. EUR
| 01.07.2023 - 30.06.2024 | 01.07,2022- 30.06.2023 | |
|---|---|---|
| Net operating income | 342 | 468 |
| Operating income from lending activities | 290 | 429 |
| Operating income from investment activities | 58 | 429 |
| Net income from lending activities | 58 | 429 |
| Net income from primary activities | -376 | 151 |
| Liabilities from primary and secondary activities | -159 | 160 |
| Total assets | 7,501 | 7,222 |
| Personnel – employee expenses | 2,829 | 26 |
| Intangible assets | 4,694 | 7,196 |
| Goodwill | 1,013 | 33,750 |
| Interest expenses on loans and borrowings (incl. IFRS) | 0.00 | 0.00 |
| Bonds interest expenses (IFRS) | 0.46 | 0.02 |
III.I Effective interest income
Effective interest income In thous. EUR
| 01.07.2023 – 30.06.2024 | 01.07.2022– 30.06.2023 | |
|---|---|---|
| Interest income from loans | 382 | 471 |
| Other interest income | 0 | 0 |
| Interest income from other investments | 0 | 0 |
| Interest income | 382 | 471 |
IV. MANAGEMENT REPORT
The main fields of activity
The main fields of activity of the Company is acquisition, operation and disposal of own real estate, acquisition, operation and disposal of own tangible and intangible assets. The Company, its subsidiaries and affiliated entities operate on the basis of loan agreements, which are the source of considerable part of the revenues.
The Company, in its financial statements, is classified as a company engaged in financial activities. In order to provide lending services to its clients, the Company provides loans in the form of loans in cash and receivables.
In the year under review, the Company earned interest income through its lending activities. In detail, in the reporting year, the Company's interest income significantly increased due to the loans granted in cash.
General (macroeconomic) development
The general macroeconomic development has been characterized by low interest rates, which, given the current low inflation environment, has led to a decline in the company's lending activities, as well as a need for lending entities to maintain their lending portfolios. In connection with the increased investment activity, the company has also taken out loans and granted receivables, which is reflected in the financial results.
The Company’s main activities in the financial year were characterized by:
- acquisition of own tangible and intangible assets;
- disposal of own tangible and intangible assets;
- lending activities;
- acquisition and sale of securities.
The Company’s operations are not significantly affected by external factors, however, the company is exposed to the following risks:
- the company’s loan portfolio;
- credit risk, arising from the company's receivables;
- currency risk, arising from foreign currency transactions, as well as investments in foreign currencies;
- interest rate risk, arising from changes in interest rates.
The Company's Management Board carefully manages the risks associated with its activities. The main goal of the Management Board is to manage the risks associated with the company's financial activities to ensure its solvency and to preserve its value. The Company's Management Board has established a system of risk management and internal control aimed at identifying and controlling these risks and minimizing potential losses.
Financial instruments, financial risk management objectives and policies
The Company manages risks arising from financial instruments in accordance with the Company's strategy: market risk, credit risk, liquidity risk, and currency risk. The Management Board is responsible for establishing and overseeing the Company's risk management framework. The Company’s Management Board aims to minimize the impact of risks on the Company’s financial performance and to preserve the Company's capital. The Company's Management Board is committed to ensuring that the Company's financial instruments are managed in a way that is consistent with the Company's strategy and to protect the Company's assets.
Ensuring financial liquidity
As part of its strategy to ensure adequate liquidity, the Company, its subsidiaries and affiliated companies obtain external financing, such as loans and credits, for their operational activities. The Company's Management Board pays attention to maintaining liquidity at a level that allows the company to meet its obligations, to make timely payments and to continue its operations, including in the case of unforeseen events, such as unexpected withdrawals of deposits or significant increases in loan demand. The Company's Management Board regularly monitors its liquidity position and makes decisions on the adequacy of cash flows and to maintain a stable level of borrowing.
Description of significant external and internal factors
In the context of the company's financial activities, the following external and internal factors are considered:
- the company's loan portfolio;
- the creditworthiness of the company's counterparties;
- the macroeconomic environment in which the company operates and the potential impact of economic shocks on its operations;
- the company's access to funding and the cost of borrowing;
- changes in regulatory requirements;
- technological changes and their impact on the company's operations;
- the company's internal control system.
The Company's Management Board monitors external and internal factors that may affect the Company's financial performance. Based on such factors, the Company’s Management Board takes steps to manage risks and to ensure the continued operation of the Company.
The main financial ratios concerning the financial year and the preceding financial year, and the methods for calculating the ratios
| RATIO | 30.06.2024 (as of year-end, IFRS) | 30.06.2023 (as of year-end, IFRS) |
|---|---|---|
| ROA | 1.77% | 5.94% |
| ROE | 1.24% | 5.96% |
| ROA (Return on Assets) | ||
| ROE (Return on Equity) |
The share capital of the Company consists of 10,125,000 shares and the nominal value of each share is EUR 10. The shares are fully paid up.
Information on the Company and shareholders
As at 30.06.2024, the Company has a share capital of EUR 101,250,000 and the nominal value of each share is EUR 10. The shares are fully paid up.
Qualifying holding pursuant to the provisions of § 9 of the Securities Market Act
As at 30.06.2024, the holding of significant indirect shareholders holding 5% or more of the voting shares is as follows:
| As at 30.06.2024 | |||||
|---|---|---|---|---|---|
| No. | Shareholder | Number of shares | % of shares | Number of votes | % of votes |
| 1 | Patro Invest OÜ | 5 079 951 | 50,17 | 5 079 951 | 50,17 |
| Total | 10 125 000 | 100 | 10 125 000 | 100 |
100% of the Supervisory Board's shares.
| At at 30.06.2023 | |||||
|---|---|---|---|---|---|
| No. | Shareholder | Number of shares | % of shares | Number of votes | % of votes |
| 1 | Patro Invest OÜ | 175 069 000 | 51,87 | 175 069 000 | 51,87 |
| Total | 337 500 000 | 100 | 337 500 000 | 100 |
100% of the Supervisory Board's shares.
The Company's share capital is represented by shares with all rights relating to the above-mentioned shares.
Shares owned by members of the Company’s management and Supervisory Board
As at 30.06.2024, the Company has no members of the Management Board or Supervisory Board holding shares or options, and as at 30.06.2024, the share of the Management Board Representative. M. Kalmo, holds 50,17% of the Company’s shares and has taken the shares belonging to the key person and Supervisory Board members.
Shares owned by the Supervisory Board
As at 30.06.2024, the holding of the Supervisory Board Representative of AS Atlantis Grupp, M. Kalmo, holds 50,17% of the Company’s shares and has taken the shares belonging to the key person and Supervisory Board members.
Provisions and rules for the election, appointment, resignation and removal of the members of the Management Board and Supervisory Board
The Supervisory Board of the Company consists of 1 to 4 members, elected for 3 year terms. The term of office of the members of the Management Board shall be confirmed. The members of the Management Board shall be elected and dismissed by the Supervisory Board. The Supervisory Board members shall be elected and shall perform their duties until the end of the next general meeting of shareholders. In the event of the resignation of a member of the Management Board, the Supervisory Board shall fill the vacancy. A member of the Management Board may be dismissed by the Supervisory Board in cases specified by law. The rights of representation of the Management Board members are joint unless otherwise specified by the Supervisory Board. If the Management Board has members that are not residents of Estonia, the Supervisory Board may appoint a representative for them.
Provisions and rules for amendment of the articles of association of the Company
Amendment of the articles of association of the Company requires a resolution of the shareholders. In order to amend the articles of association, a proposal must be made by the Management Board to the shareholders’ meeting, and the shareholders’ meeting must decide by a majority vote of at least two-thirds of the votes represented at the meeting. The company’s general meeting, in relation to the amendment of the articles of association, shall act as a qualified shareholder.
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 10 z 51
Information about transactions concluded by the Company with related parties
In the normal course of business, the Company has concluded arm's length transactions with related parties. All related party transactions, if any, were carried out in accordance with the principles of the arm's length principle and were carried out at the time of the conclusion of the transactions. All arm's length transactions, if any, have been carried out at the arm's length principle and were carried out at the time of the conclusion of the transactions.
Information on average employment
The Company did not hire employees in current and previous financial year.
Information regarding the selected auditor and the contract signed with them
The Company has appointed an independent auditor for the audit of the Company’s annual financial statements, AS PricewaterhouseCoopers, registration number 1009682.
Auditor's Report on the Company and PricewaterhouseCoopers AS, is available on the Company's website.
The Annual Audit of the Company has been commissioned for the period from 01/07/2023 to 30/06/2024 in EUR 15 000 + VAT, and the audit of the interim financial statements covering the period from 01/07/2022 to 30/06/2023 amounting to EUR 4 800 + VAT.
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 11 z 51
V. CORPORATE GOVERNANCE REPORT
The Company's management adheres to the principles of corporate governance pursuant to the Estonian Corporate Governance Code adopted by the Supervisory Board of Tallinn Stock Exchange on 2021 and the recommendations of the Corporate Governance Recommendations of the Estonian Institute of Corporate Governance.
The Company adheres to the principle of best practices for the benefit of the Company's shareholders and the principles of the Corporate Governance Code of the Estonian Stock Exchange, inter alia, in respect of:
- Ensuring the integrity of the financial reporting of the Company and adequate internal control systems.
- Compliance with the Corporate Governance Code of the Estonian Stock Exchange.
Articles of Association
General provisions
The Company's articles of association provide for the management of the Company's business by the Management Board. The Management Board may be composed of one to four members. The Supervisory Board is authorized to issue bylaws regarding the Management Board and its activities. The articles of association do not provide for collective management of the Company's business.
Management Board
The Management Board is entitled to represent the Company in all transactions unless otherwise specified by the Supervisory Board.
Management Board members' remuneration
The remuneration of the members of the Management Board shall be determined by the Supervisory Board.
Election, appointment, resignation and removal of members of the Management Board
The Management Board members are elected and dismissed by the Supervisory Board. In the event of the resignation of a member of the Management Board, the Supervisory Board shall fill the vacancy.
Powers of the Management Board
The Management Board is entitled to represent the Company in all transactions unless otherwise specified by the Supervisory Board.
Supervisory Board
Composition of the Supervisory Board
The Supervisory Board shall consist of at least three members. The Supervisory Board shall be elected for a term of office of three years.
Supervisory Board members' remuneration
The remuneration of the Supervisory Board members shall be determined by the Supervisory Board.
Election, appointment, resignation and removal of members of the Supervisory Board
The Supervisory Board members are elected by the shareholders. The Supervisory Board may be dismissed by the shareholders.
Powers of the Supervisory Board
The Supervisory Board shall supervise the activities of the Management Board and the Company.
Internal Control
The Company has established internal control procedures to ensure the integrity of financial reporting and compliance with laws and regulations.
Principles of internal control
- The Management Board is responsible for establishing and maintaining internal control.
- Internal control procedures are designed to provide reasonable assurance that the objectives of the Company are achieved.
Articles of Association Amendments
General provisions
Amendments to the articles of association of the Company require a resolution of the shareholders. In order to amend the articles of association, a proposal must be made by the Management Board to the shareholders’ meeting, and the shareholders’ meeting must decide by a majority vote of at least two-thirds of the votes represented at the meeting.
Procedure for amendment of the articles of association
The Company's general meeting, in relation to the amendment of the articles of association, shall act as a qualified shareholder.
Information on the articles of association
The articles of association are available on the company's website.
Information on the amendments to the articles of association
The Company's Management Board shall propose amendments to the articles of association in accordance with the provisions of the Company's articles of association.
Related party transactions
General principles
In the normal course of business, the Company has concluded arm's length transactions with related parties. All related party transactions, if any, were carried out in accordance with the principles of the arm's length principle and were carried out at the time of the conclusion of the transactions.
Information on related party transactions
The Company's Management Board is responsible for identifying and disclosing related party transactions.
Transactions with members of the Management Board and Supervisory Board
- Transactions with members of the Management Board and Supervisory Board are carried out at arm's length.
- Disclosure of transactions with members of the Management Board and Supervisory Board is made in the annual report.
Transactions with significant shareholders
- Transactions with significant shareholders are carried out at arm's length.
- Disclosure of transactions with significant shareholders is made in the annual report.
Transactions with other related parties
- Transactions with other related parties are carried out at arm's length.
- Disclosure of transactions with other related parties is made in the annual report.
Information on average employment
The Company did not hire employees in current and previous financial year.
Information regarding the selected auditor and the contract signed with them
The Company has appointed an independent auditor for the audit of the Company’s annual financial statements, AS PricewaterhouseCoopers, registration number 1009682.
Auditor's Report on the Company and PricewaterhouseCoopers AS, is available on the Company's website.
The Annual Audit of the Company has been commissioned for the period from 01/07/2023 to 30/06/2024 in EUR 15 000 + VAT, and the audit of the interim financial statements covering the period from 01/07/2022 to 30/06/2023 amounting to EUR 4 800 + VAT.
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 12 z 51
Other corporate governance matters
Information on conflicts of interest
The Company has established procedures to identify and manage conflicts of interest.
Information on insider trading
The Company complies with the regulations regarding insider trading.
Information on related party transactions
General principles
The Company's Management Board is responsible for identifying and disclosing related party transactions.
Transactions with members of the Management Board and Supervisory Board
- Transactions with members of the Management Board and Supervisory Board are carried out at arm's length.
- Disclosure of transactions with members of the Management Board and Supervisory Board is made in the annual report.
Transactions with significant shareholders
- Transactions with significant shareholders are carried out at arm's length.
- Disclosure of transactions with significant shareholders is made in the annual report.
Transactions with other related parties
- Transactions with other related parties are carried out at arm's length.
- Disclosure of transactions with other related parties is made in the annual report.
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 12 z 51
Shareholders’ meeting
General meeting
The general meeting of shareholders is the supreme body of the Company. Shareholders exercise their rights at the general meeting.
Extraordinary general meeting
An extraordinary general meeting may be convened by the Management Board or the Supervisory Board. Shareholders holding at least 10% of the share capital may also demand that an extraordinary general meeting be convened.
General provisions of the articles of association
The Company’s articles of association regulate the company’s corporate governance and the functioning of its management bodies.
Management Board and Supervisory Board
Management Board
General provisions
The Management Board is responsible for the day-to-day management of the Company's business and for representing the Company.
Election, appointment, resignation and removal of members of the Management Board
The Management Board members are elected and dismissed by the Supervisory Board.
Supervisory Board
General provisions
The Supervisory Board supervises the activities of the Management Board and the Company.
Election, appointment, resignation and removal of members of the Supervisory Board
The Supervisory Board members are elected by the shareholders.
Internal Control
The Company has established internal control procedures to ensure the integrity of financial reporting and compliance with laws and regulations.
Principles of internal control
- The Management Board is responsible for establishing and maintaining internal control.
- Internal control procedures are designed to provide reasonable assurance that the objectives of the Company are achieved.
Articles of Association Amendments
Amendments to the articles of association of the Company require a resolution of the shareholders.
Procedure for amendment of the articles of association
The Company's general meeting, in relation to the amendment of the articles of association, shall act as a qualified shareholder.
Related party transactions
In the normal course of business, the Company has concluded arm's length transactions with related parties.
Shareholders’ meeting
General meeting
The general meeting of shareholders is the supreme body of the Company. Shareholders exercise their rights at the general meeting.
Extraordinary general meeting
An extraordinary general meeting may be convened by the Management Board or the Supervisory Board. Shareholders holding at least 10% of the share capital may also demand that an extraordinary general meeting be convened.
General provisions of the articles of association
The Company’s articles of association regulate the company’s corporate governance and the functioning of its management bodies.
Management Board and Supervisory Board
Management Board
The Management Board is responsible for the day-to-day management of the Company's business and for representing the Company.
Election, appointment, resignation and removal of members of the Management Board
The Management Board members are elected and dismissed by the Supervisory Board.
Supervisory Board
The Supervisory Board supervises the activities of the Management Board and the Company.
Election, appointment, resignation and removal of members of the Supervisory Board
The Supervisory Board members are elected by the shareholders.
Amendments to the articles of association of the Company require a resolution of the shareholders.
Procedure for amendment of the articles of association
In the normal course of business, the Company has concluded arm's length transactions with related parties.
General# COMMENTS OF THE COMPANY
1.5. GENERAL DESCRIPTION
The Company engages in the production of a wide range of products, including but not limited to, accessories, components, consumables, spare parts, chemicals, paints, varnishes, and lubricants. In terms of its geographic markets, the Company operates in Germany and abroad, with particular emphasis on its global presence and international business activities.
1.6. GENERAL DESCRIPTION
The Company’s business is characterized by its comprehensive product portfolio, encompassing accessories, components, consumables, spare parts, chemicals, paints, varnishes, and lubricants. The company serves both domestic (German) and international markets, underscoring its global operational footprint and its focus on international business.
Comments of the Company:
The Company engages in the sale of wholesale and retail trade of accessories, components, consumables, spare parts, chemicals, paints, varnishes, and lubricants.
1.7. GENERAL DESCRIPTION
The Company engages in the sale of wholesale and retail trade of accessories, components, consumables, spare parts, chemicals, paints, varnishes, and lubricants.
2. MANAGEMENT AND SUPERVISORY BOARD
2.1. MANAGEMENT BOARD
The Management Board is responsible for the overall management of the Company.
Management Board:
* Hans-Michael Hölzer | Chairman of the Management Board of ATLANTIS SE
The Chairman of the Management Board, Hans-Michael Hölzer, is responsible for the strategic direction and operational management of the Company. Mr. Hölzer also serves as the Chairman of the Management Board of Atlantis SE. His responsibilities include the overall management of the Company, encompassing the business operations, strategic planning, and financial management of the Atlantis SE group.
Members of the Management Board
The members of the Management Board are responsible for the management of the company. As of 30/06/2024, the members are those appointed to the Management Board of the Company. Mr. Hans-Michael Hölzer, Chairman of the Management Board of Atlantis SE, has been appointed as Chairman of the Management Board. Hans-Michael Hölzer serves as Chairman of the Management Board in charge of strategic development. He is Chairman of the Management Board responsible for the strategic development of the company.
Members of the Supervisory Board
The Supervisory Board oversees the Management Board.
* Wolfgang Schultes | Chairman of the Supervisory Board
* Jörg Schräder | Deputy Chairman of the Supervisory Board
* Hans-Peter Pahlke | Chairman of the Supervisory Board
* Hans-Jörg Pahlke | Deputy Chairman of the Supervisory Board
2.2. SUPERVISORY BOARD
The Supervisory Board is responsible for supervising the Management Board and the Company's overall strategic direction.
2.11. GENERAL DESCRIPTION
In preparing its consolidated financial statements, the Company has elected to apply the provisions of Section 264 (2) of the German Commercial Code (HGB) and the provisions of Section 245 (2) of the German Commercial Code (HGB). The Company has chosen to prepare its consolidated financial statements in accordance with these regulations.
Comments of the Company:
The Company elects to apply the provisions of Section 264 (2) of the German Commercial Code (HGB) and the provisions of Section 245 (2) of the German Commercial Code (HGB). The Company has chosen to prepare its consolidated financial statements in accordance with these regulations. The application of these provisions allows for certain disclosures to be omitted in the financial statements. Sales are primarily driven by the Atlantis SE and its direct and indirect subsidiaries.
2.3. GENERAL DESCRIPTION
The Company utilizes its subsidiaries to report and disclose certain information. The Company has opted to omit certain disclosures in its financial statements due to the application of specific legal provisions. The Company’s sales are primarily generated by the Atlantis SE and its direct and indirect subsidiaries.
3. FINANCIAL STATEMENTS AND NOTES
3.9. GENERAL DESCRIPTION
The Supervisory Board has prepared its financial reports for the financial year 2023. In accordance with Section 3.1, the Supervisory Board has fulfilled its statutory duties in relation to the financial statements and the management report. Furthermore, the Supervisory Board has carried out its oversight duties in relation to the consolidated financial statements and the group management report, as well as the audit conducted by the auditors.
3.11. GENERAL DESCRIPTION
In preparing its consolidated financial statements, the Company has elected to apply the provisions of Section 264 (2) of the German Commercial Code (HGB) and the provisions of Section 245 (2) of the German Commercial Code (HGB). The Company has chosen to prepare its consolidated financial statements in accordance with these regulations.
Comments of the Company:
In accordance with the provisions of Section 264 (2) of the German Commercial Code (HGB) and Section 245 (2) of the German Commercial Code (HGB), the Company has elected to omit certain disclosures in its financial statements regarding the consolidated financial statements of the Atlantis SE and its subsidiaries.
A FINANCIAL STATEMENT
ATLANTIS SE
FOR THE PERIOD ENDED ON 30/06//2024
IN THOUS. EUR
14 z 51
4. SIGNIFICANT ACCOUNTING POLICIES
The Company’s Consolidated Financial Statements and the Consolidated Financial Statements of the Supervisory Board, in accordance with Section 3.1, relate to the Company’s business operations and the financial performance of the Atlantis SE.
The Consolidated Financial Statements of the Supervisory Board have been prepared in accordance with the significant accounting policies applied in the preparation of the Company’s consolidated financial statements. In preparing the consolidated financial statements, the Company has applied the significant accounting policies consistently. The Company’s Consolidated Financial Statements are prepared in accordance with the significant accounting policies applied in the preparation of the consolidated financial statements.
Comments of the Company:
In preparing its consolidated financial statements, the Company has elected to apply the provisions of Section 264 (2) of the German Commercial Code (HGB) and Section 245 (2) of the German Commercial Code (HGB). The Company has chosen to prepare its consolidated financial statements in accordance with these regulations.
A FINANCIAL STATEMENT
ATLANTIS SE
FOR THE PERIOD ENDED ON 30/06//2024
IN THOUS. EUR
15 z 51
2.11. GENERAL DESCRIPTION
Comments of the Company:
The Company elects to apply the provisions of Section 264 (2) of the German Commercial Code (HGB) and the provisions of Section 245 (2) of the German Commercial Code (HGB). The Company has chosen to prepare its consolidated financial statements in accordance with these regulations.
2.3. GENERAL DESCRIPTION
The Company utilizes its subsidiaries to report and disclose certain information. The Company has opted to omit certain disclosures in its financial statements due to the application of specific legal provisions. The Company’s sales are primarily generated by the Atlantis SE and its direct and indirect subsidiaries.
2.1. GENERAL DESCRIPTION
The Company engages in the production of a wide range of products, including but not limited to, accessories, components, consumables, spare parts, chemicals, paints, varnishes, and lubricants. The company serves both domestic (German) and international markets, underscoring its global operational footprint and its focus on international business.
Comments of the Company:
The Company engages in the sale of wholesale and retail trade of accessories, components, consumables, spare parts, chemicals, paints, varnishes, and lubricants.
2.2. GENERAL DESCRIPTION
The Company’s business is characterized by its comprehensive product portfolio, encompassing accessories, components, consumables, spare parts, chemicals, paints, varnishes, and lubricants. The company serves both domestic (German) and international markets, underscoring its global operational footprint and its focus on international business.
2.11. GENERAL DESCRIPTION
2.3. GENERAL DESCRIPTION
2.1. GENERAL DESCRIPTION
2.2. GENERAL DESCRIPTION
The Company utilizes its subsidiaries to report and disclose certain information. The Company# A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 17 z 51
Comments of the Company
If the situation of contingent liabilities in connection with the acquisition of shares of companies using the equity method are not disclosed, the Company states that such disclosures are not required for the companies in question. Report of the Management Board on the activities of Atlantisfishing LTD and its subsidiaries, in line with Article 17 of the EU Prospectus Regulation 2017/1129 on the basis of the information provided by the Management Board. The Company is not aware of any significant changes in the business, financial or legal position of the ATLANTIS SE and its subsidiaries that have occurred since the end of the financial year. In addition, the Company is not aware of any significant information that could have a material impact on the assessment of the ATLANTIS SE.
4.1. Directors’ remuneration policy
Comments of the Company
The Company’s remuneration policy ensures that the remuneration of management and key personnel aligns with the company’s performance and long-term strategy. The remuneration consists of fixed and variable components. The variable remuneration is linked to the achievement of specific financial and operational targets, as well as the company’s overall economic success. The Remuneration Committee, which is part of the Management Board, is responsible for developing and proposing the remuneration policy to the Supervisory Board for approval. The Company is committed to fair and transparent remuneration practices that incentivize sustainable growth and value creation for shareholders.
4.2. Directors’ remuneration policy
Comments of the Company
The Company’s remuneration policy ensures that the remuneration of management and key personnel aligns with the company’s performance and long-term strategy. The remuneration consists of fixed and variable components. The variable remuneration is linked to the achievement of specific financial and operational targets, as well as the company’s overall economic success. The Remuneration Committee, which is part of the Management Board, is responsible for developing and proposing the remuneration policy to the Supervisory Board for approval. The Company is committed to fair and transparent remuneration practices that incentivize sustainable growth and value creation for shareholders.
4.3. Directors’ remuneration policy
4.4. Directors’ remuneration policy
4.5. Directors’ remuneration policy
4.6. Directors’ remuneration policy
Comments of the Company
If the situation of contingent liabilities in connection with the acquisition of shares of companies using the equity method are not disclosed, the Company states that such disclosures are not required for the companies in question.
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 18 z 51
VI. REMUNERATION REPORT
The remuneration report aims to provide a clear and comprehensive overview of the remuneration granted to the members of the Management Board and Supervisory Board. The Company’s remuneration system is designed to attract, retain, and motivate highly qualified individuals who can contribute to the long-term success of the Company. The remuneration consists of fixed and variable components. The variable remuneration is linked to the achievement of specific financial and operational targets, as well as the company’s overall economic success. The Remuneration Committee, which is part of the Management Board, is responsible for developing and proposing the remuneration policy to the Supervisory Board for approval. The Company is committed to fair and transparent remuneration practices that incentivize sustainable growth and value creation for shareholders.
The Management Board of Atlantis SE provides information on the remuneration of its members. The remuneration of the Management Board members consists of fixed and variable components. The variable remuneration is linked to the achievement of specific financial and operational targets, as well as the company’s overall economic success. The Remuneration Committee, which is part of the Management Board, is responsible for developing and proposing the remuneration policy to the Supervisory Board for approval. The Company is committed to fair and transparent remuneration practices that incentivize sustainable growth and value creation for shareholders.
The Management Board and Supervisory Board of Atlantis SE receive remuneration in accordance with the approved remuneration policy. The Company’s remuneration policy ensures that the remuneration of management and key personnel aligns with the company’s performance and long-term strategy. The remuneration consists of fixed and variable components. The variable remuneration is linked to the achievement of specific financial and operational targets, as well as the company’s overall economic success. The Remuneration Committee, which is part of the Management Board, is responsible for developing and proposing the remuneration policy to the Supervisory Board for approval. The Company is committed to fair and transparent remuneration practices that incentivize sustainable growth and value creation for shareholders.
The Management Board and Supervisory Board remuneration is disclosed in the tables below.
Report of the Management Board
The Report of the Management Board provides an overview of the Company’s performance, strategy, and outlook. It also discusses the remuneration of the Management Board and Supervisory Board members. The remuneration policy is designed to align the interests of the management with those of the shareholders and to promote the long-term success of the Company. The remuneration consists of fixed and variable components. The variable remuneration is linked to the achievement of specific financial and operational targets, as well as the company’s overall economic success. The Remuneration Committee, which is part of the Management Board, is responsible for developing and proposing the remuneration policy to the Supervisory Board for approval. The Company is committed to fair and transparent remuneration practices that incentivize sustainable growth and value creation for shareholders.
The remuneration policy is designed to attract, retain, and motivate highly qualified individuals who can contribute to the long-term success of the Company. The remuneration consists of fixed and variable components. The variable remuneration is linked to the achievement of specific financial and operational targets, as well as the company’s overall economic success. The Remuneration Committee, which is part of the Management Board, is responsible for developing and proposing the remuneration policy to the Supervisory Board for approval. The Company is committed to fair and transparent remuneration practices that incentivize sustainable growth and value creation for shareholders.
Management Board and Supervisory Board remuneration
The Management Board and Supervisory Board remuneration is disclosed in the tables below.
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 19 z 51
VII. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL POSITION
| Note | 30.06.2024 (THOUS. EURO) | 30.06.2023 (THOUS. EURO) | |
|---|---|---|---|
| Assets | |||
| Non-current assets | 2 | 998 | 4 032 |
| Property, plant and equipment, net | 4 | 998 | 4 032 |
| Current assets | 4 | 503 | 3 190 |
| Inventories | 4 | 4 410 | 2 935 |
| Trade receivables | 8 | 89 | 86 |
| Other receivables and prepayments | 1 | 160 | 1 |
| Current assets | 3 | 9 | 9 |
| Assets total | 7 501 | 7 222 | |
| Liabilities and Equity | |||
| Equity | 4 674 | 7 196 | |
| Share capital | 5 | 1 013 | 33 750 |
| Other reserves | 5 | 29 363 | 0 |
| Other reserve capitals | 292 | 292 | |
| Interferences from previous years | -169 | -963 | |
| Deferred income | -25 825 | -25 883 | |
| Short-term liabilities | 2 827 | 26 | |
| Trade payables | 8 | 6 | 21 |
| Other liabilities | 8 | 2 814 | 0 |
| Other short-term liabilities | 8 | 7 | 5 |
| Equity and liabilities total | 7 501 | 7 222 | |
| Book value of equity | 4 674 | 7 196 | |
| Number of shares | 7 | 10 125 000 | 33 750 000 |
| Book value per share (in EUR) | 0.46 | 0.02 | |
| Diluted number of shares | 7 | 10 125 000 | 33 750 000 |
| Diluted book value per share (in EUR) | 0.46 | 0.02 |
Notes: References to the notes to the consolidated financial statements are in pages 23-49, which are not included in this excerpt.
2. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
| Note | 01.07.2023 - 30.06.2024 (THOUS. EURO) | 01.07.2022 - 30.06.2023 (THOUS. EURO) | |
|---|---|---|---|
| Net interest income | 9 | 542 | 468 |
| Gross profit (loss) on sale | 342 | 468 | |
| Shares and other fixed-income securities, net | 10 | 52 | 32 |
| Other operating income | 0 | 7 | 7 |
| Profit (loss) on operating activity | 290 | 429 | |
| Financial expenses | 11 | 232 | 0 |
| Profit (loss) before tax | 58 | 429 | |
| Net profit (loss) for the period | 58 | 429 | |
| Weighted average number of ordinary shares (in units.) | 252 551 712 | 337 500 000 | |
| Earnings (loss) per ordinary share (EUR) | 0.00 | 0.00 | |
| Weighted diluted average number of ordinary shares | 252 551 712 | 337 500 000 | |
| Diluted earning (loss) per ordinary share | 0.00 | 0.00 |
Notes: References to the notes to the consolidated financial statements are in pages 23-49, which are not included in this excerpt.
3. Statement of other comprehensive income
STATEMENT OF OTHER COMPREHENSIVE INCOME
| 01.07.2023 - 30.06.2024 (THOUS. EURO) | 01.07.2022 - 30.06.2023 (THOUS. EURO) | |
|---|---|---|
| Profit/loss for the period | 58 | 429 |
| Other comprehensive income, including: | 794 | -4 |
| Re-measurement of defined benefit plans – not to be reclassified to profit or loss | 794 | -4 |
| Total comprehensive income for the period | 852 | 425 |
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
| Note | 01.07.2023 - 30.06.2024 (THOUS. EURO) | 01.07.2022 - 30.06.2023 (THOUS. EURO) | |
|---|---|---|---|
| Opening balance of equity (OB) | 7 196 | 6 771 | |
| Opening balance of share capital | 5 | 33 750 | 33 750 |
| a) Increases/(decreases) (net) | 5 | 32 739 | 0 |
| - share capital | 5 | 32 739 | 0 |
| - transaction costs | 3 | 394 | 0 |
| - acquisition costs | 29 363 | 0 | |
| Closing balance of share capital | 5 | 1 013 | 33 750 |
| Opening balance of reserve capital | 0 | 0 | |
| - share capital | 5 | 29 363 | 0 |
| Closing balance of reserve capital | 5 | 29 363 | 0 |
| Opening balance of other reserve capitals | 292 | 292 | |
| - other reserve capitals | 0 | 0 | |
| Closing balance of other reserve capitals | 292 | 292 | |
| Opening balance of foreign exchange differences | -963 | -959 | |
| - hedging of | 794 | -4 | |
| Closing balance of foreign exchange differences | -169 | -963 | |
| Opening balance of retained earnings | -25 883 | -26 312 | |
| - profit/(loss) | 58 | 429 | |
| Closing balance of retained earnings/unsettled losses from previous years | -25 825 | -25 883 | |
| Closing balance of equity (CB) | 4 674 | 7 196 |
5. Cash flow statement
CASH FLOW STATEMENT (Indirect method)
| Note | 01.07.2022 - 30.06.2023 (THOUS. EUR) | |
|---|---|---|
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 20 z 51
3. Statement of other comprehensive income
STATEMENT OF OTHER COMPREHENSIVE INCOME
| 01.07.2023 - 30.06.2024 (THOUS. EURO) | 01.07.2022 - 30.06.2023 (THOUS. EURO) | |
|---|---|---|
| Profit/loss for the period | 58 | 429 |
| Other comprehensive income, including: | 794 | -4 |
| Re-measurement of defined benefit plans – not to be reclassified to profit or loss | 794 | -4 |
| Total comprehensive income for the period | 852 | 425 |
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
| Note | 01.07.2023 - 30.06.2024 (THOUS. EURO) | 01.07.2022 - 30.06.2023 (THOUS. EURO) | |
|---|---|---|---|
| Opening balance of equity (OB) | 7 196 | 6 771 | |
| Opening balance of share capital | 5 | 33 750 | 33 750 |
| a) Increases/(decreases) (net) | 5 | 32 739 | 0 |
| - share capital | 5 | 32 739 | 0 |
| - transaction costs | 3 | 394 | 0 |
| - acquisition costs | 29 363 | 0 | |
| Closing balance of share capital | 5 | 1 013 | 33 750 |
| Opening balance of reserve capital | 0 | 0 | |
| - share capital | 5 | 29 363 | 0 |
| Closing balance of reserve capital | 5 | 29 363 | 0 |
| Opening balance of other reserve capitals | 292 | 292 | |
| - other reserve capitals | 0 | 0 | |
| Closing balance of other reserve capitals | 292 | 292 | |
| Opening balance of foreign exchange differences | -963 | -959 | |
| - hedging of | 794 | -4 | |
| Closing balance of foreign exchange differences | -169 | -963 | |
| Opening balance of retained earnings | -25 883 | -26 312 | |
| - profit/(loss) | 58 | 429 | |
| Closing balance of retained earnings/unsettled losses from previous years | -25 825 | -25 883 | |
| Closing balance of equity (CB) | 4 674 | 7 196 |
5. Cash flow statement
CASH FLOW STATEMENT (Indirect method)
| Note | 01.07.2022 - 30.06.2023 (THOUS. EUR) |
| :--- | :--------------------------------- |```markdown
01.07.2022 30.06.2023 (THOUS. EURO)
Operating activities
A.I. Profit (loss) for the period 58 429
A.II. Total adjustments: -434 -278
Difference between interest calculated and received gross 211 -357
Depreciation 535 595
Increases in provisions for bad debts 3,899 5,670
Increases in liabilities 2 0
Increases in liabilities for deferred taxes and provisions -3 -4
Increases in other liabilities 2,799 15
Increases in other receivables 6 -7
Other -2,813 0
A.III.Net cash flow from operating activities -376 151
B. Cash flow from investing activities 217 9
Net cash flow (outflow), total (A.III+/-B) -159 160
Balance change in cash and cash equivalents -159 160
Cash balance at the beginning of the period 160 0
Cash balance at the end of the period 1 160
Notes to the financial statements
23 - 51
6. Additional information to the financial statements
Nota 1. Accounting principles
1.1. General information
ATLANTIS SE (the Company) is a German stock corporation, based in Hamburg, which operates exclusively in the manufacturing and trade of footwear.
The financial statements of the Company for the financial year 2023/2024 are prepared in accordance with the German Commercial Code (HGB) and the German Stock Corporation Act.
In addition, the Company applies the principles of prudent accounting and the provisions of the German Commercial Code as well as the provisions of the German Stock Corporation Act, provided that these are not overridden by the provisions of the Companies Act and the Articles of Association, and also applies the principles of the German Stock Corporation Act and the Articles of Association, and the accounting rules stipulated in the German Commercial Code, provided that these are not superseded by the provisions of the Companies Act and the Articles of Association, and also applies the principles of the German Stock Corporation Act and the Articles of Association, and the accounting rules stipulated in the German Commercial Code, provided that these are not superseded by the provisions of the Companies Act and the Articles of Association.
1.2. Basis of preparation of financial statements
The financial statements for the year 2023/2024 have been prepared in accordance with the principles of the German Commercial Code (HGB) and the German Stock Corporation Act.
The Company’s financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union.
The financial statements are prepared on the basis of the historical cost convention, except for certain financial instruments that are measured at fair value.
The profit and loss statement has been prepared in accordance with the provisions of the German Commercial Code and the German Stock Corporation Act.
The financial year 2023/2024 represents the company's fiscal year.
The company applies the same accounting policies as in the previous year.
The financial statements are prepared on a going concern basis.
The financial statements are prepared in accordance with the provisions of IAS 1 'Presentation of Financial Statements'.
There are no significant deviations from the presentation requirements of IAS 1.
1.3. Functional and reporting currency
The functional and reporting currency of the Company is the Euro (EUR), and the financial statements are prepared in thousands of Euros (EUR).
The amounts presented in the financial statements have been rounded, so that additions may not exactly match the totals.
All amounts are presented in EUR thousand, unless otherwise stated.
The financial statements are prepared in accordance with the provisions of IAS 1 Presentation of Financial Statements.
The disclosures in the financial statements are made in accordance with the provisions of IAS 1 Presentation of Financial Statements.
1.4. Accounting policies, changes in accounting estimates and errors (IAS 8)
Under IAS 8, the company is required to disclose the rationale for its accounting policies, changes in accounting estimates, and errors.
In the event of a change in accounting policy, such as a change in the recognition of revenue, the measurement of assets, or the classification of liabilities, the company will disclose the nature of the change and its impact on the financial statements.
In the event of a change in accounting estimate, such as a change in the useful life of an asset or the provision for bad debts, the company will disclose the nature of the change and its impact on the financial statements.
In the event of an error in the financial statements, the company will disclose the nature of the error and its impact on the financial statements.
The Company's financial statements are prepared on a consistent basis.
The Company's financial statements are prepared on a going concern basis.
The Company's financial statements are prepared on a basis that is not affected by prior period errors or changes in accounting estimates.
The financial statements are prepared in accordance with the provisions of IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors'.
In the event of a change in accounting policy, the company will disclose the nature of the change and its impact on the financial statements.
In the event of a change in accounting estimate, the company will disclose the nature of the change and its impact on the financial statements.
In the event of an error in the financial statements, the company will disclose the nature of the error and its impact on the financial statements.
The Company has no history of prior period errors or changes in accounting estimates.
The Company has no history of prior period errors or changes in accounting estimates.
1.5. Impact of new and revised standards and interpretations
The application of new and revised standards and interpretations has no material impact on the Company's financial statements as of the reporting date.
Amended standards and interpretations with future effective dates are not yet applied.
New standards and interpretations that are not yet effective but which are expected to have a material impact on the financial statements in future periods are disclosed below.
The Company has applied the following new and revised standards and interpretations in preparing these financial statements:
The Company has applied the following new and revised standards and interpretations in preparing these financial statements:
IFRS 17 'Insurance Contracts' - the company's financial statements do not contain any insurance contracts.
IFRS 9 'Financial Instruments' - the company's financial statements do not contain any financial instruments which are affected by the standard.
IFRS 17 'Insurance Contracts' – the Company's financial statements do not contain any insurance contracts.
IFRS 9 'Financial Instruments' – the Company's financial statements do not contain any financial instruments which are affected by the standard.
The Company has applied the following new and revised standards and interpretations in preparing these financial statements:
The Company has applied the following new and revised standards and interpretations in preparing these financial statements:
IFRS 17 'Insurance Contracts' - the company's financial statements do not contain any insurance contracts.
IFRS 9 'Financial Instruments' - the company's financial statements do not contain any financial instruments which are affected by the standard.
The financial statements have been prepared in accordance with the principles of IFRS 7 'Disclosures – Servicing'.
The company has adopted the following:
The company has adopted the following:
IAS 1 'Presentation of Financial Statements' and IFRS 7 'Financial Instruments: Disclosures' – the company’s financial statements do not contain any items that are affected by these standards, and therefore, no additional disclosures are made.
IAS 37 'Provisions, Contingent Liabilities and Contingent Assets' – the company’s financial statements do not contain any provisions, contingent liabilities or contingent assets.
IFRS 15 'Revenue from Contracts with Customers' – the company does not have any contracts with customers that are affected by this standard.
The company has elected to apply IFRS 15 'Revenue from Contracts with Customers' retrospectively.
The company has elected to apply IFRS 15 'Revenue from Contracts with Customers' prospectively.
The company has elected to apply IFRS 15 'Revenue from Contracts with Customers' retrospectively, but with the option to prospectively apply.
The company has elected not to apply IFRS 15 'Revenue from Contracts with Customers' due to its immateriality.
The Company has no new or revised standards that have had a significant impact on its financial statements.
Amendments to IAS 1, IAS 8, IFRS 9 and IFRS 16 were applied for the first time for the financial year ending 31 December 2023.
The Company has no new or revised standards that have had a significant impact on its financial statements.
The Company has no new or revised standards that have had a significant impact on its financial statements.
The Company’s financial statements have been prepared using the following accounting policies:
The Company’s financial statements have been prepared using the following accounting policies:
* IAS 1 'Presentation of Financial Statements' and IFRS 7 'Financial Instruments: Disclosures' - the company’s financial statements do not contain any items that are affected by these standards, and therefore, no additional disclosures are made.
* IAS 37 'Provisions, Contingent Liabilities and Contingent Assets' – the company’s financial statements do not contain any provisions, contingent liabilities or contingent assets.
* IFRS 15 'Revenue from Contracts with Customers' – the company does not have any contracts with customers that are affected by this standard.
* The company has elected to apply IFRS 15 'Revenue from Contracts with Customers' retrospectively.
* The company has elected to apply IFRS 15 'Revenue from Contracts with Customers' prospectively.
* The company has elected to apply IFRS 15 'Revenue from Contracts with Customers' retrospectively, but with the option to prospectively apply.
* The company has elected not to apply IFRS 15 'Revenue from Contracts with Customers' due to its immateriality.
The Company has no new or revised standards that have had a significant impact on its financial statements.
The Company has no new or revised standards that have had a significant impact on its financial statements.
The Company has no new or revised standards that have had a significant impact on its financial statements.
The Company has no# A FINANCIAL STATEMENT ATLANTIS SE
FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR
27 z 51
New standards or interpretations effective for annual reporting periods beginning on or after January 1, 2027.
IFRS 18 Presentation and disclosure in financial statements
The Group has adopted the IFRS 18 standard on presentation and disclosure in financial statements, which is effective for the first time for the financial year ending December 31, 2027. The IFRS 18 standard introduces several changes to the presentation and disclosure of financial information, including:
- Management-defined performance measures: The standard requires entities to disclose information about their performance measures that are not defined by IFRS. This includes the definition of these measures, how they are reconciled to the nearest measure disclosed in the financial statements prepared in accordance with IFRS, and the reasoning for using them.
- The new "operating" category: IFRS 18 introduces a new category in the statement of profit or loss, the "operating" category, which is intended to provide information about the entity's business activities.
- Disclosure of expenses by nature: IFRS 18 requires entities to disclose expenses by nature, either in the statement of profit or loss or in the notes.
The Group's Management believes that the changes introduced by IFRS 18 will provide greater transparency and comparability of financial information.
The Group's Management believes that the changes introduced by IFRS 18 will provide greater transparency and comparability of financial information.
1.6. Financial assets (IFRS 9, IAS 32)
Classification
The Group's financial assets are measured by the application of IFRS 9 on financial instruments. The classification of financial assets in the Group is based on the business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
- trade receivables as defined by the respective statutory regulations (e.g., short-term loans and receivables in which payment is due within one year);
- trade receivables arising from contracts with customers.
The classification of financial assets reflects the Group's business model in managing these assets and the contractual cash flow characteristics of the financial assets.
Recognition and derecognition
Financial assets and similar are recognised on the trade date when the entity becomes party to the contractual provisions of the instrument. On subsequent reclassification, however, the entity will recognise them on the trade date. On subsequent measurement, the entity’s financial assets are recognised at fair value through other comprehensive income or fair value through profit or loss. Trade receivables are recognised initially at the transaction price less provision for impairment of trade receivables. The Group derecognises a financial asset when it loses control of contractual rights that are substantially all of the cash flows attributable to the asset.
Measurement
Financial assets (applying the relevant IFRS 9 provisions) are measured at fair value through profit or loss, unless they are measured at amortised cost or fair value through other comprehensive income.
Debt instruments
Trade receivables and other debt instruments are measured at amortised cost or fair value through other comprehensive income, depending on the business model. Trade receivables and other debt instruments are initially measured at their transaction price and subsequently at amortised cost using the effective interest method, unless the effect of discounting is significant. The effect of discounting is considered significant if the time value of money is significant in relation to the cash flows.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially measured at their transaction price and subsequently at amortised cost using the effective interest method, unless the effect of discounting is significant. Trade receivables and receivables are measured at amortised cost using the effective interest rate method, unless the effect of discounting is significant.
Impairment of financial assets
Trade receivables are assessed for impairment. Loans and receivables are assessed for impairment, where the impairment is determined by comparing the carrying amount of the asset with the present value of expected future cash flows. Impairment losses on trade receivables are recognised in profit or loss. The Group measures expected credit losses for its trade receivables and other financial assets at an amount that represents a probability-weighted average of credit losses determined. For trade receivables, the Group applies the simplified approach, which requires recognition of lifetime expected credit losses at all times. For other financial assets, the impairment is recognised when there is objective evidence that an impairment loss has occurred.
The Group assesses its financial assets for impairment using the following approaches: (i) a probability-weighted expected credit loss model for its receivables and (ii) the incurred loss model for its other financial assets.
The Group’s trade receivables include:
- receivables from customers and related parties, and (ii) trade receivables from contracts with customers.
- trade receivables arising from contracts with customers.
The Group’s trade receivables include:
- receivables from customers and related parties, and (ii) trade receivables from contracts with customers.
- trade receivables arising from contracts with customers.
Fair value of trade and other receivables
The fair value of trade and other receivables are presented in the consolidated statement of financial position. The Group has not recognised any significant changes in fair value for trade receivables. The Group’s trade receivables are not subject to any impairment that requires measurement at fair value.
Schedule 1 | relates to the presentation of trade receivables that are recognised at amortised cost using the effective interest method.
Schedule 2 | refers to the presentation of trade receivables that are not past due or individually impaired.
Measurement of fair value of receivables and loans
On initial recognition, the Group measures its trade receivables at amortised cost. In addition, the Group measures its trade receivables at amortised cost using the effective interest method.
On initial recognition, trade receivables are measured at their fair value. Subsequently, they are measured at amortised cost. The Group measures its trade receivables at fair value through profit or loss, unless the effect of discounting is significant.
IFRS 9 Impairment
In accordance with IFRS 9, the Group has adopted a simplified approach to calculating Expected Credit Losses (ECLs). For its trade receivables, the Group applies a provision matrix that takes into account historical default rates and forward-looking information. The Group's trade receivables are presented at amortised cost.
The Group applies the simplified approach to recognise lifetime ECLs for its trade receivables.
On impairment of financial assets, the Group recognises a loss allowance. The carrying amount of financial assets is reduced by the impairment amount, and the loss is recognised in profit or loss. In other cases, the impairment is recognised as a reduction in the carrying amount of the asset.
The Group’s trade receivables are reported at amortised cost: (i) trade receivables from customers and related parties and (ii) trade receivables from contracts with customers.
The Group's trade receivables include:
Trade and Other Receivables
Trade and other receivables are recognized at fair value on initial recognition and are subsequently measured at amortised cost.
Impairment of trade and other receivables
The Group estimates its provisions for impairment of trade and other receivables based on the expected credit loss model. The Group's trade and other receivables are measured at amortised cost.
Measurement of impairment losses
Impairment losses are recognised in profit or loss. On impairment of financial assets, the carrying amount of financial assets is reduced by the impairment amount, and the loss is recognised in profit or loss. In other cases, the impairment is recognised as a reduction in the carrying amount of the asset.
The Group measures its expected credit losses on trade and other receivables using the following approaches: (i) the expected credit loss model for its receivables and (ii) the simplified approach for its other financial assets.
The impairment of trade and other receivables is recognised as follows: (i) a loss allowance and (ii) a provision for impairment of trade receivables.
The Group's trade and other receivables are reported at amortised cost:
(i) trade receivables from customers and related parties and
(ii) trade receivables from contracts with customers.
The Group's trade and other receivables include:
(i) receivables from customers and related parties and
(ii) trade receivables from contracts with customers.
(i) receivables from customers and related parties and
The Group's trade and other receivables include:
Trade and other receivables
Trade and other receivables are recognised at fair value on initial recognition and are subsequently measured at amortised cost.
Impairment of trade and other receivables
The Group estimates its provisions for impairment of trade and other receivables based on the expected credit loss model. The Group's trade and other receivables are measured at amortised cost.
Measurement of impairment losses
Impairment losses are recognised in profit or loss. On impairment of financial assets, the carrying amount of financial assets is reduced by the impairment amount, and the loss is recognised in profit or loss. In other cases, the impairment is recognised as a reduction in the carrying amount of the asset.
The Group measures its expected credit losses on trade and other receivables using the following approaches: (i) the expected credit loss model for its receivables and (ii) the simplified approach for its other financial assets.
The impairment of trade and other receivables is recognised as follows: (i) a loss allowance and (ii) a provision for impairment of trade receivables.
The Group's trade and other receivables are reported at amortised cost:
(i) trade receivables from customers and related parties and
Trade and other receivables
Trade and other receivables are recognised at fair value on initial recognition and are subsequently measured at amortised cost.
(ii) trade receivables from contracts with contracts with customers.
| Classes of financial instruments | Amortised cost | Total |
|---|---|---|
| As at 30.06.2024 | ||
| Financial assets total | 7 501 | 7 501 |
| | | |
| | | |
| | | |
| | | |
| | | |
| Total financial liabilities | 2 827 | 2 827 |
| | | |
| | | |
| Classes of financial instruments | Amortised cost | Total |
|---|---|---|
| As at 30.06.2023 | ||
| Financial assets total | 7 222 | 7 222 |
| | | |
| | | |
| | | |
| | | |
| | | |
Professional judgment
*
*
*
*
*
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 32 z 51
Uncertainty of estimates
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 33 z 51
1.7. Cash and cash equivalents, cash flows (IAS 7)
1.8. Share Capital (IAS 1)
1.9. Capital from the sale of shares above their nominal value (IAS 1)
1.10. Statutory reserve capital (IAS 1)
1.11. Earnings per share (IAS 33)
1.12. Financial liabilities (IFRS 9, IAS 32)
1.13. Provisions and contingent liabilities (IAS 37)
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 34 z 51
1.14. Related Party Disclosures (IAS 24)
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 35 z 51# EUR 35 z 51 Contingent liabilities
Contingent liabilities are not recognized in the statement of financial position, but are disclosed in the notes to the financial statements if their outflow of resources is probable and the amount can be reliably estimated. The Group has no contingent liabilities.
1.14. Revenue recognition (IFRS 15)
Interest income
Interest income is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time proportion basis, by reference to the principal outstanding and the effective interest rate, which is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, where appropriate, a shorter period, to the gross carrying amount of a financial asset or to the amortised cost of a financial liability.
Interest income is recognized over the period in which it is earned. Interest income is recognized in profit or loss using the effective interest method.
The Group recognizes interest income on its loans and receivables. The interest income recognized in respect of these financial instruments is amortised over the contractual period of the loan.
Interest income is recognised in profit or loss as it is earned. When a financial asset is impaired or has been a subject of objective evidence of impairment, the interest income is recognised using the effective interest rate on the amortised cost of the financial asset.
1.15. Operating segments (IFRS 15, IFRS 8)
The Group is a single operating segment for reporting purposes, as the executive board members, who are considered the chief operating decision-makers, monitor the Group's performance on a consolidated basis. The Group's revenue-generating activities are primarily in the area of lending and providing related financial services.
The Atlantis SE monitors its operations on a consolidated basis, and its executive board members, who are responsible for allocating resources and assessing performance, review financial information at that level.
1.16. Income tax (IAS 12)
Corporate income tax in Estonia
Current tax is the amount of income taxes payable in respect of the taxable profit for the period. Taxable profit differs from profit before tax as reported in the statement of financial position because of items that will never or only at future periods be included or disallowed in taxable profit. The Group’s current tax is calculated at the rate of 20/80 applicable in Estonia.
For periods beginning on or after 1 January 2019, Estonia’s corporate income tax system is a deferred tax system. Under this system, companies are not taxed on their distributed profits. Instead, the corporate income tax is levied at 20% on distributed profits (14/86). The corporate income tax on dividends is paid by the company distributing the dividends, not by the shareholder. The corporation income tax on distributed profits is 20% of the net amount of dividend paid out (14/86).
1.17. Related parties (IAS 24)
Transactions between related parties are on an arm's length basis. The Group has no related party transactions other than those arising from the ordinary course of business and those related to the consolidated financial statements.
The related party disclosures presented relate to the consolidated financial statements and are not in themselves considered reportable segments. However, as a result of the normal course of business, the Group enters into transactions with related parties, and these transactions are disclosed when material.
The Atlantis SE’s chief operating decision-makers monitor the entity's consolidated financial results and, as a result, the financial statements reflect a single reportable segment. The executive board members of Atlantis SE monitor the entity’s financial results on an aggregate basis.
1.18. Events after the reporting period (IAS 10)
Events after the reporting period are those events, both favourable and unfavourable, that occur between the end of the reporting period and the date on which the financial statements are authorised for issue. If the events provide evidence of conditions that existed at the end of the reporting period, they are recognised in the financial statements. Events that are indicative of conditions that arose after the reporting period are disclosed in the notes.
No events after the reporting period require recognition in the financial statements or disclosure in the notes.
Note 2. Financial risks
Granted loans
The Atlantis SE’s granted loans are exposed to market risks, including interest rate risk. These loans are primarily originated in the form of mortgage loans. The Atlantis SE’s objective in managing interest rate risk is to maximize the Group's earnings while maintaining an acceptable level of risk, by managing the impact of fluctuations in interest rates on the Group's net interest income and the fair value of its financial instruments. The Group's policy is to manage this risk through its hedging activities, if any.
The credit risk on granted loans is recognised as the risk that the counterparty will default on its contractual obligations, leading to financial loss. The Atlantis SE is exposed to credit risk on its loan portfolio, which is primarily originated from its mortgage lending activities. The Group’s objective is to manage its credit risk exposure by managing its exposure to the default risk of its borrowers and the recoverability of its collateral. The Atlantis SE’s management of credit risk is based on the use of prudent lending policies and procedures, which include, but are not limited to, rigorous credit assessment, ongoing monitoring of loan portfolios, and effective collateral management. The Group’s exposure to credit risk on its loans and receivables is not considered to be significant given the diversification of its loan portfolio.
Objectives and principles of financial risk management
The Atlantis SE is exposed to market risk in managing its exposure to interest rate fluctuations. The Atlantis SE’s objective is to manage the volatility of its earnings and to maintain an acceptable level of risk, which include: interest rate risk, foreign currency risk, credit risk, liquidity risk.
The Atlantis SE’s Risk Management Committee is responsible for overseeing the management of the Group’s financial risks and, as such, is responsible for the development and implementation of risk management policies and procedures. Risk is managed on an ongoing basis and by the Company's management team. The Risk Management Committee monitors the Group's risk exposures and assesses the effectiveness of risk management strategies.
Credit risk
Credit risk is the risk that the counterparty will default on its contractual obligations, resulting in financial loss. The Atlantis SE’s credit risk relates to its exposure to borrowers and counterparties in its lending and investing activities. The Atlantis SE’s objective is to manage its credit risk exposure by managing its exposure to the risk of default by its borrowers and the recoverability of collateral. The Atlantis SE manages credit risk through prudent lending policies and procedures, including rigorous credit assessment, ongoing monitoring of loan portfolios, and effective collateral management. The Atlantis SE’s exposure to credit risk on its loans and receivables is not considered to be significant, given the diversification of its loan portfolio.
The credit risk on granted loans is managed by the Atlantis SE’s credit department, which ensures that adequate collateral is obtained to cover the loans. The Atlantis SE's exposure to credit risk on its granted loans is managed by the Atlantis SE's credit department, which ensures that adequate collateral is obtained to cover the loans.
Maturity dates of assets as of 30.06.2024
| IN THOUS. EUR | Total | ≤ 1 year | 1-2 years | 2-3 years | > 3 years |
|---|---|---|---|---|---|
| Loans | 7 501 | 4 683 | 2 725 | 0 | 0 |
| Other | 282 | 282 | 0 | 0 | 0 |
| Cash & cash | 1 | 1 | 0 | 0 | 0 |
| equivalent | |||||
| Total | 7 501 | 4 966 | 2 725 | 0 | 0 |
Maturity dates of assets as of 30.06.2023
| IN THOUS. EUR | Total | ≤ 1 year | 1-2 years | 2-3 years | > 3 years |
|---|---|---|---|---|---|
| Loans | 6 967 | 2 935 | 4 032 | 0 | 0 |
| Other | 160 | 160 | 0 | 0 | 0 |
| Cash & cash | 160 | 160 | 0 | 0 | 0 |
| equivalent | |||||
| Total | 7 222 | 3 190 | 4 032 | 0 | 0 |
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its payment obligations when they fall due. The Atlantis SE manages its liquidity risk through cash flow forecasting, and by maintaining adequate reserves of cash and cash equivalents. The Atlantis SE’s objective is to ensure that it has sufficient liquidity to meet its obligations when they fall due.
The Atlantis SE’s liquidity management framework is to ensure that it has sufficient liquidity to meet its obligations as they fall due, and to allow it to pursue its growth strategies. The Atlantis SE maintains a portfolio of liquid assets and has access to credit facilities. The Atlantis SE’s cash and cash equivalents are invested in short-term, highly liquid investments with maturities of three months or less.
The maturity dates of liabilities as at 30.06.2024
The maturity dates of liabilities as at 30.06.2023
Maturity dates of liabilities as at 30.06.2024
Maturity dates of liabilities as at 30.06.2023
Risk related to related parties
The entity is exposed to risks of related parties arising from transactions with related parties. The entity aims to manage these risks by concluding arm's length transactions with related parties and entering into agreements that adequately cover the risks arising from those transactions. These measures serve to limit the risks arising from the transactions and to limit the risks associated with the entity's customer base.
The entity's related parties are primarily its customers.
These related parties comprise the following:
| Borrower | Interest rate | Fixed/variable interest rate |
|---|---|---|
| MFI, POOL, TOB | 4.5% | Variable |
| MFI, POOL, TOB | 4.5% | Variable |
| POOL, MFI, TOB | 4.5% | Variable |
Interest rate risk
The entity is exposed to fluctuations in interest rates. The entity aims to manage its exposure to interest rate fluctuations through hedging instruments.
As of 30/06/2023, the entity's exposure to interest rate fluctuations is as follows:
| Borrower | Interest rate | Fixed/variable interest rate |
|---|---|---|
| MFI, POOL, TOB | 2.5% - 9% | Variable |
Risk related to shares price’s fluctuations and limited liquidity
The entity is exposed to fluctuations in share prices and limited liquidity. This is a consequence of listing on a regulated market and the presence of significant shareholders. The entity's share capital is primarily held by a block of shareholders.
Risk related to the shareholder structure
As at 30/06/2024 (50.17 %) of the share capital of Atlantis SE has been issued and 50.17 %) of the voting rights held by the shareholders at the Ordinary General Meeting, thus having a decisive influence on the decisions taken by the Company. As a result, the significant shareholding of Atlans Holding AS does not foresee a risk of conflicting interests and ensures adequate governance.
Risk related to the economic situation in Poland and Estonia
The entity's operations in Poland and Estonia are subject to risks and opportunities arising from the economic situation in these countries. As a result of the current economic situation in Poland and Estonia, Atlantis SE is exposed to numerous risks, including but not limited to:
- Risks related to the geopolitical situation in Ukraine;
- Risks related to inflation, and in particular to the significant increase in energy prices;
- Risks related to the increase in interest rates;
- Risks related to the possibility of economic recession and the resulting decrease in demand for the company's products and services.
- Risks related to the armed conflict in Ukraine.
Currency risk
The risk of currency fluctuations arises from the acquisition of assets and liabilities denominated in foreign currencies, as well as from the translation of financial statements of foreign subsidiaries. Atlantis SE's management is responsible for managing the currency risk, taking into account the company's overall risk profile. The entity's hedging policy is focused on hedging risks arising from significant foreign currency exposures. The objective of these hedges is to reduce the volatility of earnings and equity.
| Change in exchange rate | Exchange rate after the change | Interest EUR’000 | Impact on gross result EUR’000 | Impact on net result EUR’000 | Impact on equity EUR’000 |
|---|---|---|---|---|---|
| + 10% | 4,8115 | 536 | 18 | 18 | 18 |
| + 5% | 4,5928 | 539 | 9 | 9 | 9 |
| - 5% | 4,1554 | 545 | -11 | -11 | -11 |
| - 10% | 3,9367 | 548 | -22 | -22 | -22 |
Note 3. Capital management
Atlantis SE's capital management aims to ensure that it maintains a solid capital base in order to support its business, maximize shareholder value and ensure its financial stability in the long term. Atlantis SE's management monitors its capital structure and makes adjustments to it if necessary, taking into account the economic conditions and the strategic objectives of the company.
In order to maintain a solid capital base, Atlantis SE, has the ability to adjust the dividend policy, issue new shares, or sell assets to reduce debt. The objective of Atlantis SE is to maintain a balanced capital structure, aiming to optimize the cost of capital and to maintain a strong credit rating. The entity's equity represents the main source of financing for its operations. The equity ratio is monitored closely.
Specification
| Specification | 30.06.2024 (thous. EURO) | 30.06.2023 (thous. EURO) |
|---|---|---|
| Equity | 4,674 | 7,196 |
| Total equity | 7,501 | 7,222 |
| Equity ratio | 0.62 | 1.00 |
| Net debt | 58 | 429 |
| Provisions, deferred taxes and under operational tax liabilities | 2,829 | 26 |
| Equity and shareholders' equity - net of treasury shares | 7,409 | 2,168 |
| Equity ratio - equity / total equity | ||
| Equity and shareholders' equity - net of treasury shares / shareholders' equity |
Note 4. Financial assets
As at 30.06.2024
| Borrower | 12 months period (thous. EUR) - principal | 12 months period(thous. EUR) – interest | 1-5 years (thous. EUR)- principal | Interest rate | Currency | Repayment date | Collaterals
| Borrower | 12 months period (thous. EUR) | 1-5 years (thous. EUR) | Interest rate | Currency | Repayment date | Collaterals # A FINANCIAL STATEMENT ATLANTIS SE
FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 44 z 51
The shareholders of ATLANTIS SE, have decided, that the shares of ATLANTIS SE will be cancelled by the Issuer, as the shareholder's meeting of Atlantis SE voted for the share cancellation. The cancellation of shares has been executed on 30/06/2024. The shares have been redeemed on 30/06/2024. The company's shares have been cancelled. The share redemption in total includes EUR 29 362 500 vs EUR 30 375 000 vs EUR 1012 500. All cancellations have been performed as a consequence of the share premium redemption.
Note 6. Shareholding structure
As at 30.06.2024, the shareholders are subject to the principle of shareholder equality, meaning that the holders of treasury shares may not exercise the voting rights attached to those shares. The share premium reserve comprising retained earnings held by the company pursuant to Art. 57 of the German Stock Corporation Act do not grant voting rights.
As at 30.06.2023, the share premium reserve comprising retained earnings held by the company pursuant to Art. 57 of the German Stock Corporation Act do not grant voting rights.
In principle, the ATLANTIS SE's shareholder rights are exercised by the shareholder. The company's share premium reserve has been redeemed in the form of share capital reduction on 23/02/2024, which was published on 10/02/2024. This requires the consent of the shareholders.
As at 30.06.2024
| No. | Shareholder | Number of shares | % of shares | Number of votes | % of votes |
|---|---|---|---|---|---|
| 1 | Patro Invest O | 5 079 951 | 50.17 | 5 079 951 | 50.17 |
| Total | 10 125 000 | 100 | 10 125 000 | 100 |
The majority of Patro Invest O holdings are treasury shares. As at 30.06.2024, Patro Invest O held 5 079 951 shares, representing 50.17% of the company's share capital and votes.
As at 30.06.2023, the share premium reserve comprising retained earnings held by the company pursuant to Art. 57 of the German Stock Corporation Act do not grant voting rights.
As at 30.06.2023, Patro Invest O held 175 069 000 shares, representing 51.87% of the company's share capital and votes.
In principle, the ATLANTIS SE's shareholder rights are exercised by the shareholder. As at 30.06.2023, the share premium reserve comprising retained earnings held by the company pursuant to Art. 57 of the German Stock Corporation Act do not grant voting rights.
The ATLANTIS SE's shareholder rights do not reflect any share premium, except for 50% of the shares. This applies to the company's redeemable shares, and consequently to the acquisition of the company’s shares.
As at 30.06.2023
| No. | Shareholder | Number of shares | % of shares | Number of votes | % of votes |
|---|---|---|---|---|---|
| 1 | Patro Invest O | 175 069 000 | 51.87 | 175 069 000 | 51.87 |
| Total | 337 500 000 | 100 | 337 500 000 | 100 |
As at 30.06.2023, Patro Invest O held 175 069 000 shares, representing 51.87% of the company's share capital and votes.
The company's shareholder rights do not reflect any share premium, and do not grant voting rights attached to those shares. As at 30.06.2023, the company’s share capital consists of 10,125,000 shares. As at 30.06.2023, the company does not have any redeemable shares.
In principle, the ATLANTIS SE's shareholder rights are exercised by the shareholder.
Note 7. Book value per share and profit per share
Book value per share
| As at 30.06.2024 (thous. EUR) | As at 30.06.2023 (thous. EUR) | |
|---|---|---|
| Book value | 4 674 | 7 196 |
| Number of shares | 10 125 000 | 337 500 000 |
| Book value per share (in EUR) | 0.46 | 0.02 |
| Number of shares | 10 125 000 | 337 500 000 |
| Book value per share | 0.46 | 0.02 |
| Diluted earnings per share | 252 | 551 712 |
| Earnings per share | 10 125 000 | 337 500 000 |
| Diluted earnings per share | 0.46 | 0.02 |
| Weighted average number of shares | 58 | 429 |
A FINANCIAL STATEMENT ATLANTIS SE
FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR 46 z 51
Note 8. Short-term liabilities
| Short-term liabilities | 30.06.2024 (thous. EUR) | 30.06.2023 (thous. EUR) |
|---|---|---|
| a) short-term liabilities | 6 | 21 |
| b) other short-term liabilities | 2 814 | 0 |
| c) other liabilities | 7 | 5 |
| Short-term liabilities, total | 2 827 | 26 |
Notes:
In case of "other short-term liabilities", the ATLANTIS SE's cash flow statement shows cash flows from operating activities, related to the short-term liabilities, due to the cash flow from operating activities of the company's shareholder Patro Invest O in EUR 2 813, which leads to cash flow in operating activities under the company's own cash flow statement.
Short-term liabilities and other short-term liabilities are paid by the shareholder, and are presented as cash flows from operating activities – cash flow from purchase. Other liabilities are paid through installment payments and cash-free payments.
Note 9. Net interest income
In accordance with the consolidated financial statements, the revenues from financing activities (IFRS 8), interest income are not generated by lending interest income. In order to calculate net interest income, the income from lending activities is presented net of the interest paid on loans granted to the company.
The ATLANTIS SE cash flow statements include a cash inflow from operating activities related to the share premium, and the share redemption.
Revenue by geographical regions (location of customer):
| Geographical area for financial activities | 01/07/2023- 30/06/2024 (thous. EUR) | 01/07/2022- 30/06/2023 (thous. EUR) |
|---|---|---|
| Estonia | 285 | 465 |
| Poland | 57 | 3 |
| Total | 342 | 468 |
INFORMATION ON LEADING CUSTOMERS
In the period 01/07/2023-30/06/2024, the ATLANTIS SE generated revenue by customers who provided more than 10% of the company's total revenues:
* Customer 1: 80.11% of total revenues
* Customer 2: 16.71% of total revenues
* Customer 3: 2.29% of total revenues
* Customer 4: 0.89% of total revenues
In the period 01/07/2022-30/06/2023, the ATLANTIS SE generated revenue by customers who provided more than 10% of the company's total revenues:
* Customer 1: 87.80% of total revenues
* Customer 2: 8.67% of total revenues
* Customer 3: 2.93% of total revenues
* Customer 4: 0.60% of total revenues
Reporting segments
| Reporting segments | 01/07/2023-30/06/2024 (thous. EUR) |
|---|---|
| ESTONIA | |
| Expenses | 7 408 |
| Liabilities | 2 822 |
| Profit/loss | 31 |
Note 10. General and administrative costs
| Costs by type | 01.07.2023- 30.06.2024 (thous. EUR) | 01.07.2022- 30.06.2023 (thous. EUR) |
|---|---|---|
| a) external expenses | 52 | 31 |
| b) wages and salaries | 0 | 1 |
| General and administrative costs, total | 52 | 32 |
Note 11. Financial costs
| Financial costs | 01.07.2023- 30.06.2024 (thous. EUR) | 01.07.2022- 30.06.2023 (thous. EUR) |
|---|---|---|
| a) interest expense on external | 232 | 0 |
| Financial costs, total | 232 | 0 |
Nota 12. Balances and transactions with related parties
The Patro Invest O is a related party.
As at 30, 2024, all receivables were granted to the management of the company and are in the nature of loans.
As at 30, 2024, the company's other receivables were repaid by the management of the company.
Transaction and balances for the period ended on 30.06.2024 (in thous. euro)
| Revenues due to interests | Loans granted | Repayments of loans granted principal | Receivables due to interests and loans | Liabilities due to the redemption of the company's shares | |
|---|---|---|---|---|---|
| Patro Invest O Patro Invest O | 8 | 2 868 | 34 | 2 840 | 2 813 |
| Other long-term loans | 3 | 1 567 | 0 | 1 570 | 0 |
| Other Patro Invest SE | 274 | 100 | 3 865 | 2 998 | 0 |
| Total | 285 | 4 535 | 3 899 | 7 408 | 0 |
The ATLANTIS SE's management granted shareholder loans.
Transaction and balances for the period ended on 30.06.2023 (in thous. euro)
| Revenues due to interests | Loans granted | Repayments of loans granted principal | Receivables due to interests and loans | |
|---|---|---|---|---|
| Patro Invest O | 14 | 694 | 2 074 | 0 |
| Other long-term loans | ||||
| Damar Patro U | 411 | 4 | 901 | 0 |
| 6 967 | ||||
| Patro Administracja Sp. z o.o. | 3 | 0 | 842 | 0 |
| Total | 468 | 5 595 | 5 670 | 6 967 |
The ATLANTIS SE's management granted shareholder loans.
Note 13. Explanatory note to the cash flow statement – item "other adjustments"
On 18/09/2024, Atlantis SE issued a cash flow statement in which Patro Invest O were presented as having cash flows from operating activities, as the shareholder's meeting of Atlantis SE voted for the share redemption, and the share premium redemption includes EUR 2 812 500 of redeemable shares and a portion of redeemable shares in total in EUR 2 800 000 and 04/06/2024 for the company's cash flow of EUR 12 500.
This cash flow, Patro Invest O shares redeemed from Atlantis SE shares for 23/02/2024, represents the cash outflow for the purchase of shares in Atlantis SE 2 812 500.
Note 14. Average employment.
The ATLANTIS SE's management and supervisory board members.
In the average employment figures 2023/2024 and 2022/2023, the Patro Invest O and the Supervisory Board have decided to pay the management and supervisory board members.
Note 15. Contingent assets and liabilities
A Taxes attributable to the company do not have to be paid by the shareholder to the ATLANTIS SE for 5 years for the company's shares, which were purchased by the ATLANTIS SE's management and shareholder, and which have an impairment and future obligations. The company's shares have the ability to present the contingent assets, and therefore the company's shareholders' liability.
Note 16.# Events after the balance sheet date
30/06/2024 - Events after the balance sheet date in the amount of €8,812,500 are disclosed and relate to the acquisition of shares in a company and its subsidiaries in relation to the acquisition of assets and liabilities of UAB „Žemaitijos pienas“ and UAB „Pienas“ dated 13/06/2024 and 4/06/2024. The event, upon reporting, is presented as a subsequent event of a significant nature – the acquisition of the stake of „Lietuvos resursų fondas“ UAB.
Upon disclosure, the Company announced that it has signed an agreement on May 24, 2024, to acquire the remaining 50% stake in AB “Kauno pienas” held by UAB "Lietuvos resursų fondas." The transaction is subject to approval by the Competition Council.
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR
VIII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT
The Management Board confirms that it has prepared the annual financial statements, the management report and the corporate governance report and that these reports have been prepared in accordance with applicable legal provisions and the Company’s Articles of Association, and that they provide a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and of the undertaking as a whole for the financial year.
The Management Board of AB “Kauno pienas” confirms the consolidated and separate financial statements of AB “Kauno pienas” and its subsidiaries for the financial years 2023/2024 with the following disclosures:
- the consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as at 30 June 2024, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union;
- the consolidated financial statements have been prepared in accordance with the requirements of Article 135 3 (3) of the Securities Market Act.
Signature
Member of the Management Board
Damian Patrowicz
A FINANCIAL STATEMENT ATLANTIS SE FOR THE PERIOD ENDED ON 30/06//2024 IN THOUS. EUR
IX. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT DISTRIBUTION
In accordance with Chapter 5, Section 332 of the Articles of Association, the Management Board of AB “Kauno pienas” proposes to the shareholders to cover the loss of the Company for the financial year 2023/2024 and to transfer to the statutory reserve fund in the amount of €58 thousand. The proposal is subject to approval by the shareholders and to be resolved at the shareholders’ meeting.
The Management Board further proposes to the shareholders to approve the financial statements for the financial year 2023/2024 and to release the members of the Management Board and the Supervisory Board from liability for the financial year 2023/2024, and to resolve to offset the loss of €332 thousand against the company’s statutory reserve fund.
Signature
Mateusz Patrowicz
Member of the Management Board
KPMG Baltics OÜ
Ahtri 4
Tallinn 10151
Estonia
Telephone +372 6 268 700
Fax +372 6 268 777
Internet www.kpmg.ee
KPMG Baltics OÜ, an Estonian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Reg no 10096082.
Independent Auditors’ Report
To the shareholders of Atlantis SE
The Auditor’s Report of the Annual Financial Statements
Opinion
We have audited the financial statements of Atlantis SE (the Company), which comprise the statement of financial position as at 30 June 2024, the statement of profit and loss, other comprehensive income and the statements of cash flows and changes in equity for the year then ended, and notes, comprising material accounting policies and other explanatory information.
In our opinion, the financial statements presented on pages from 19 to 49 present fairly, in all material respects, the financial position of the Company as at 30 June 2024, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (Estonia). 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 Code of Ethics for Professional Accountants (Estonia) (including Independence Standards) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key Audit Matters | How the matter was addressed in our audit |
|---|---|
| Value of the loans granted | The value of the loans granted is assessed using the amortized cost method, as described in Note 1 of the financial statements. The valuation of these loans is an area of estimation, as it relies on management's assessments based on their past experience and assumptions. During the audit procedures, we performed, among other things, the following: • Reviewed the terms of loan agreements and verified the consistency of accounting data with the agreements; • Verified the accuracy of balances with confirmation of balances; • Reviewed and analyzed the financial data of the borrowers and ensured that management’s assessments were consistent with our understanding; • Checked the receipt of loan payments after the balance sheet date; • Assessed the adequacy of the disclosed information and its compliance with IFRS requirements. |
Granted loans consist of loans granted and interest in the amount of 7,408 thousand euros, which is 98,8% of the company's assets. Of the loans granted, 100% are loans to related parties. We refer to the following note in the financial statements: Note 4 "Financial Assets."
Other Information
Management is responsible for the other information. The other information comprises the management report, letter of the management board, corporate governance report, remuneration report, corporate profile and selected financial data but does not include the financial statements and our auditors’ 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.
With respect to the remuneration report, our responsibility also includes considering whether the remuneration report has been prepared in accordance with the requirements of Article 135 3 (3) of the Securities Market Act. 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. In our opinion, the remuneration report has been prepared in accordance with the requirements of Article 135 3 (3) of the Securities Market Act.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management 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, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditors’ 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 auditors’ 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 International Standards on Auditing (Estonia) 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 Standards on Auditing (Estonia), 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 management.
- Conclude on the appropriateness of management’s 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 auditors’ 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 auditors’ 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 fair presentation.
We communicate with those charged with governance 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. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Requirements of the Auditors' Report
We were appointed by shareholders on 8 May 2024 to audit the financial statements of Atlantis SE for the year ended 30 June 2024. Our total uninterrupted period of engagement is 1 year covering the period ended on 30 June 2024. We confirm that we have not provided to the Company the prohibited non-audit services (NASs) referred to in Article 5(1) of EU Regulation (EU) No 537/2014. We also remained independent of the audited entity in conducting the audit.
KPMG Baltics OÜ
Licence No 17
Eero Kaup
Certified Public Accountant, Licence No. 459
Tallinn, 8 November 2024