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HansaMatrix Audit Report / Information 2022

Apr 30, 2023

2239_rns_2023-04-30_a82ca084-9f52-4627-9398-9cc15f64d0dd.pdf

Audit Report / Information

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Deloitte Audits Latvia Republikas laukums 2a Rīga LV-1010 Latvija

Tel: +371 67 07 4100 [email protected] www2.deloitte.com/lv/en.html

Translation from Latvian

Independent Auditors' Report

To the shareholders of AS "HansaMatrix"

Report on audit of Consolidated and Separate Financial Statements

Our Qualified Opinion on the Consolidated and Separate Financial Statements

We have audited consolidated and separate financial statements of AS "HansaMatrix" ("the Parent Company") and its subsidiaries (together - "the Group) included in the annual report contained in the file ashansamatrix-2022-12-31-lv.zip (SHA-256-checksum: 6B96AEE9BEBBBF90D4F6B7939FA7290E26825894FBC03C822600894C7949661C), which comprise:

  • the consolidated and separate statement of financial position as at 31 December 2022,
  • the consolidated and separate statement of comprehensive income for the year then ended, • the consolidated and separate statement of changes in equity for the year then ended,
  • the consolidated and separate statement of cash flows for the year then ended, and
  • the notes to the consolidated and separate financial statements, which include a summary of significant accounting policies and other explanatory notes.

In our opinion, except for the possible effect of the matter described in the Basis for Qualified Opinion, the accompanying consolidated and separate financial statements give a true and fair view of the financial position of the Group and the Parent Company as at 31 December 2022, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Basis for Qualified Opinion

As disclosed in Note 49 after the balance sheet date SIA "EUROLCDS", the subsidiary of SIA "Lightspace Technologies", has submitted a request to the court to initiate legal protection proceedings in order to attract additional funding to stabilize the company's activities. At the time of issuing these financial statements, the Parent Company and the Group has not yet assessed the impact of this event on the value of the investment in subsidiary AS "Lightspace Holding" (see Note 18) reported in the Parent Company's statement of financial position and on the value of investment in associate SIA "Lightspace Technologies" (see Note 20) reported in the Group's statement of financial position. As of 31 December 2022, the Group's share of net assets of SIA "EUROLCDS" included in the Group's value of Investment in associate amount to 1.2 million EUR, consequently, impairment allowances up to this amount might be required in the Group's financial statements in respect of net assets of SIA "EUROLCDS" and similar adjustment may be needed also to the value of Investment in subsidiary included in the Parent company's financial statements. It is possible that certain other adjustments might be necessary to the value of Investment in associates in the Group's financial statements as financial results of SIA "Lightspace Technologies" for year 2022 used when applying equity method is not audited. Consequently, we were unable to determine whether any adjustments due to the above noted circumstances are required to the value of investment in subsidiary included in the Parent Company's financial statements and value of investment in associates included in the Group's financial statements.

In accordance with the Law on Audit Services of the Republic of Latvia we conducted our audit in accordance with International Standards on Auditing adopted in the Republic of Latvia (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.com/lv/about for a more detailed description of DTTL and its member firms.

In Latvia, the services are provided by SIA Deloitte Latvia, SIA Deloitte Audits Latvia and law firm Deloitte Legal (jointly referred to as "Deloitte Latvia") which are affiliates of Deloitte Central Europe Holdings Limited. Deloitte Latvia is one of the leading professional services organizations in the country providing services in tax, legal, audit and advisory through over 150 national and specialized expatriate professionals.

This communication contains general information only, and none of Deloitte Touche Tohmatsu Limited, its member firms, or their related entities (collectively, the "Deloitte Network") is, by means of this communication, rendering professional advice or services. No entity in the Deloitte Network shall be responsible for any loss whatsoever sustained by any person who relies on this publication.

We are independent of the Group in accordance with the International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (including International Independence Standards) and independence requirements included in the Law on Audit Services of the Republic of Latvia that are relevant to our audit of the financial statements in the Republic of Latvia. We have also fulfilled our other professional ethics responsibilities and objectivity requirements in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) and Law on Audit Services of the Republic of Latvia.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

We draw attention to Note 3.2 to the financial statements which describes restatements made by the management to correct misstatements in the Group's and the Parent Company's financial statements for the year ended 31 December 2021. Our opinion is not further modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How the matter was addressed in the audit
Accounting for investments in subsidiaries and associates
Refer to Notes 2.22, 18, 20 and 49 to the financial
statements
Our procedures included, but were not limited
to:
The Parent Company has made investments in a
number of companies. The Parent Company assesses
whether it has control or significant influence over these
entities and accordingly classifies each investment as
either a subsidiary, an associate or as other investment.
-
We evaluated key judgments made by
management when classifying investments in
subsidiaries, associates or other investments.
-
We obtained assessment of recoverability of
investments in subsidiaries and associates
As at 31 December 2022 due to signed agreements
related to corporate governance over SIA "Ligthspace
prepared by the Group's management and
identified key assumptions used.
Technologies"
the Group has concluded that it has
significant influence but not control over this entity
despite the fact that the Group holds majority of shares
-
We
gained
an
understanding
of
the
assessment preparation process.
in the entity. Accordingly, this entity is classified as
associate.
-
We discussed with the Group's management
the development status of companies and
assessed the information and data used in
As at 31 December 2022
the Parent Company's
investments in subsidiaries in the Parent Company's
the recoverability assessment.
statement of financial position amount to
8 305
thousand
EUR
and
the
Group's
investments
in
associates in the Group's statement of the financial
position amount to 4 818 thousand EUR.
-
We have involved our internal valuation
specialists to assist us in performing our audit
procedures by assessing key assumptions
used by the Group's management and testing
the mathematical accuracy of calculations.
Some of the companies, in which the Group and the
Parent Company has invested in, are still in the process
of starting up their operations and their future cash
flows are difficult to forecast. Consequently, significant
-
We evaluated the completeness and accuracy
of disclosures relating
to investments in
subsidiaries and associates.
amount of judgment needs to be applied when
evaluating recoverable amounts of these assets. The
Group's management has evaluated recoverability for
these investments based on values as per recent equity
funding transactions in 2022.
Based on procedures perfomed we were not able
to determine whether any adjustments to the
value of associates included in the Group's
financial statements
and to the value of
investments in subsidiaries included in the
Parent Company's
financial statements were
Due to the above facts and circumstances, we
considered classification, recoverability and valuation of
investments in subsidiaries and associates as key audit
matter.
necessary. Please refer to section "Basis for
Qualified opinion".
Monitoring of liquidity position
Refer to Notes 24, 31, 45, and 49 to the financial
statements
Our procedures included, but were not limited to:
As of 31 December 2022
the Group's and Parent
Company's current liabilities exceed current assets.
The Group and Parent Company manages its liquidity
risk by sustaining sufficient working capital, which,
among others, includes ensuring that the Group is able
to continue the use of trade receivables factoring and
overdraft facilities and refinance current loans from
credit institutions. (Notes 24 and 31).
-
We obtained the cash flow forecasts prepared
by the Group's management and evaluated
the
underlying
assumptions,
including
assumptions and actions taken related to the
prolongation of trade receivables factoring,
overdraft facilities
and current loans from
credit institutions.
-
We gained an understanding of the cash flow
forecast preparation process.
As disclosed in Note 45 the geopolitical risks including
Russia-Ukraine
conflict
might
influence
Group's
economic activities and the situation is still evolving.
The Group's results could be negatively impacted,
creating liquidity challenges. The exact impact on the
Group's activities in 2022 and beyond currently cannot
be predicted.
-
We evaluated the significant assumptions
made by the Group's management in the
context of cash flow forecasts. We performed
this
evaluation
with
reference
to
the
approved
budgets
and
the
supporting
documents, where appropriate.
The management's ability to generate adequate funds
to ensure sufficient liquidity is based on several
management assumptions, including prolongation of
trade receivables factoring, credit line agreements and
current loans from credit institutions, which expire in
year 2023.
-
Regarding financial forecasts, we compared
the
estimates
made
by
the
Group's
management in the forecasts with the actual
trends. Furthermore, we evaluated the actual
financial results for the first months of year
2023 and compared against the budgeted
results.
Due to the above facts and circumstances, we consider
liquidity position and management ability to secure long
term financing of the Group as key audit matter.
-
We evaluated the completeness and accuracy
of disclosures relating to liquidity position,
financing
available
to
the
Group
and
management future plans.

Reporting on Other Information

The management is responsible for the other information. The other information comprises:

  • the General information which is included in the accompanying Annual Report,
  • the Management Report which is included in the accompanying Annual Report,
  • the Non financial report which is included in the accompanying Annual Report,
  • the Statement on Management's Responsibilities which is included in the accompanying Annual Report,
  • the Statement of Corporate Governance set out in separate statement provided by HansaMatrix AS management and available on the HansaMatrix AS website http://www.hansamatrix.com,
  • the Remuneration Report for the year 2022, set out in separate statement provided by HansaMatrix AS management and available on the HansaMatrix AS website http://www.hansamatrix.com

Our opinion on the financial statements does not cover the other information included in the Annual Report, and we do not express any form of assurance conclusion thereon, except as described in the Other reporting responsibilities in accordance with the legislation of the Republic of Latvia related to Other information section of our report.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed and in light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of our audit, 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, except of the matter, described in Basis for Qualified Opinion paragraph above.

Other reporting responsibilities in accordance with the legislation of the Republic of Latvia related to other information

In addition, in accordance with the Law on Audit Services of the Republic of Latvia with respect to the Management Report, our responsibility is to consider whether the Management Report is prepared in accordance with the requirements of the 'Law On the Annual Reports and Consolidated Annual Reports' of the Republic of Latvia.

Based solely on the work required to be undertaken in the course of our audit, in our opinion:

  • the information given in the Management Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Management Report has been prepared in accordance with the requirements of the 'Law On the Annual Reports and Consolidated Annual Reports' of the Republic of Latvia.

In accordance with the Law on Audit Services of the Republic of Latvia with respect to the Statement of Corporate Governance, our responsibility is to consider whether the Statement of Corporate Governance includes the information required in Article 56.1, Section 1, clauses 3, 4, 6, 8, and 9, as well as Article 56.2, section 2, clauses 1, 2, 3, 5, 7 and 8, and section 3 of the Financial Instruments Market Law.

In our opinion, the Statement of Corporate Governance includes the information required in Article 56.1, section 1, clauses 3 ,4, 6, 8, and 9, as well as Article 56.2, section 2, clauses 1, 2, 3, 5, 7 and 8, and section 3 of the Financial Instruments Market Law.

Furthermore, in accordance with the Law on Audit Services of the Republic of Latvia with respect to the Remuneration Report our responsibility is to consider whether the Remuneration Report includes the information required in Article 59.4 of the Financial Instruments Market Law.

In our opinion, the Remuneration Report includes the information required in Article 59.4 of the Financial Instruments Market Law.

Responsibilities of Management and Those Charged with Governance for the Consolidated and Separate Financial Statements

Management is responsible for the preparation of the consolidated and separate financial statements that give a true and fair view 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 consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibility for the Audit of the Consolidated and Separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated and separate 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 ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

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

• Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated and separate 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 Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves a fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with 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 objectivity, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and separate 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 reporting responsibilities and confirmations required by the legislation of the Republic of Latvia and the European Union when providing audit services to public interest entities

We were first appointed as auditors on in 2021. This is our second year of appointment as auditors.

We confirm that:

  • our audit opinion is consistent with the additional report presented to the Audit committee of the Company;
  • as referred to in the paragraph 37.6 of the Law on Audit Services of the Republic of Latvia we have not provided to the Group and the Company the prohibited non-audit services (NASs) referred to of EU Regulation (EU) No 537/2014. We also remained independent of the audited entity in conducting the audit.

The responsible certified auditor on the audit resulting in this independent auditors' report is Inguna Stasa.

Report on Compliance with the ESEF Regulation

We have conducted a reasonable assurance engagement on the verification of compliance of the Group financial statements included in the consolidated annual report with the provisions of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the "ESEF Regulation") that apply to the financial statements.

Responsibilities of Management and Those Charged with Governance for ESEF report

The management is responsible for the preparation of the financial statements in compliance with the ESEF Regulation. Inter alia, the management is responsible for:

  • The design, implementation and maintenance of the internal control relevant for the application of the requirements of the ESEF Regulation;
  • The preparation of all financial statements included in the consolidated annual report in the valid XHTML format; and
  • The selection and use of XBRL mark-ups in line with the requirements of the ESEF Regulation.

Auditor's Responsibilities

Our task is to express a conclusion whether the financial statements included in the consolidated annual report are, in all material respects, in compliance with the requirements of the ESEF Regulation, based on the audit evidence obtained. Our reasonable assurance engagement was conducted in accordance with the International Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (hereinafter "ISAE 3000").

The nature, timing and scope of the selected procedures depend on the auditor's judgment. A reasonable assurance is a high level of assurance; however, it is not a guarantee that the examination conducted in accordance with the above standard will always detect a potentially existing material non-compliance with the requirements of the ESEF Regulation.

As part of our work, we performed the following procedures:

  • We obtained an understanding of the requirements of the ESEF Regulation;
  • We obtained an understanding of the Company's internal process relevant for the application of the requirements of the ESEF Regulation;
  • We identified and evaluated risks of material non-compliance with the ESEF Regulation, whether due to fraud or error; and
  • Based on this, we designed and performed procedures responsive to those risks and aimed at obtaining a reasonable assurance for the purposes of expressing our conclusion.

The aim of our procedures was to assess whether

  • The financial statements included in the consolidated annual report were prepared in the valid XHTML format;
  • The data in the consolidated financial statements were marked up where required by the ESEF Regulation and all mark-ups meet the following requirements:
    • o XBRL mark-up language was used;
    • o The elements of the core taxonomy specified in the ESEF Regulation with the closest accounting meaning were used, unless an extension taxonomy element was created in compliance with the ESEF Regulation; and
    • o The mark-ups comply with the common rules for mark-ups pursuant to the ESEF Regulation.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion

In our opinion, financial statements for the year ended 31 December 2022 included in the consolidated annual report are, in all material respects, in compliance with the requirements of the ESEF Regulation.

Deloitte Audits Latvia SIA Licence No.43

Inguna Stasa Member of the Board Certified Auditor of Latvia Certificate No.145

Riga, Latvia

The Independent Auditors' report is signed with secure electronic signature and contains a timestamp