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Inform P. Lykos Holdings S.A.

Annual Report Mar 31, 2021

2772_10-k_2021-03-31_e4309ba7-851b-42bb-94c7-8aac80ac3abd.pdf

Annual Report

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ANNUAL FINANCIAL REPORT For the year from January 1st to December 31st 2020

According to article 4, Law 3556/2007

B) ANNUAL REPORT OF BOARD OF DIRECTORS 4
C) INDEPENDENT AUDITOR'S REPORT 25
D) ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 1/1 - 31/12/202029
Consolidated statement of financial position 30
Company's statement of financial position 31
Consolidated income statement 32
Company's income statement 33
Consolidated statement of comprehensive income 34
Company's statement of comprehensive income 35
Consolidated statement of changes in equity 36
Company's statement of changes in equity 37
Consolidated statement of Cash Flows 38
Company's statement of Cash Flows 39
Notes to the Financial Statements 40
Basis of preparation 40
1. Reporting Entity 40
2. Basis of Accounting 40
3. Fuctional and presentation currency 40
4. Use of judgement and estimates 40
5. Performance of the Year 43
Operating segments 43
6. Revenues 45
7. Income and expenses 45
8. Net Finance Costs 47
9. Earnings / (losses) per share 47
Employee Benefits 48
10. Employee Benefits 48
11. Employee expenses 49
Income Taxes 50
12. Income Taxes 50
13. Assets 52
Property, Plant and Equipment 52
14. Investment property 54
15. Intangible assets and goodwill 54
16. Inventory 58
17. Trade and other receivables 58
18. Cash and cash equivelants 58
Equity and liabilities 59
19. Capital and reserves 59
20. Capital management 60
21. Loans and borrowings 60
22.
23.
Trade and other payables 62
Contract assets 62
24. Contract liabilities 62
25. Provisions 63
Financial instruments 64
26. Financial instruments – Fair values and risk management 64
Group composition 69
27. List of subsidiaries 69
28. Non - controlling interests (NCI) 69
Other disclosures 70
29.
30.
Operating leases 70
Commitments 70
31. Contingencies 70
32. Audit fees 71
33. Related parties 71
34. Subsequent events 72
Accounting Policies 73
35. Basis of measurement 73
36. Changes in accounting policies 73
37. Significant accounting principles 73
38. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by
the European Union 81

A) STATEMENTS BY THE REPRESENTATIVES OF THE BOARD OF DIRECTORS ACCORDING TO ARTICLE 4, PAR. 2, LAW 3556/2007

The members of the Board of Directors:

1) Panagiotis Lykos, Chairman of the Board of Directors

2) Panagiotis Spyropoulos, Vice Chairman & Group CEO

3) Ilias Karantzalis, Member of the Board of Directors

In the above capacity, especially assigned by the Board of Directors of the Société Anonyme under the title « INFORM P. LYKOS HOLDINGS S.A.», declare and certify that to the best of our knowledge:

(a) the annual, separate and consolidated, financial statements for the year 1/1/2020 - 31/12/2020, which were prepared according to the International Financial Reporting Standards, present truly and fairly the assets and liabilities, the equity and the financial results of "INFORM P. LYKOS HOLDINGS S.A.", as well as of the consolidated companies as a total.

(b) the annual management report of the Board of Directors presents in a true and fair view the development, the performance and the financial position of "INFORM P. LYKOS HOLDINGS S.A.", as well as the companies consolidated as a total, including the description of the main risks and uncertainties they face.

Koropi Attica, 31st March 2021

The designees

Chairman of the Board of Directors Vice Chairman & Group CEO Defined Member of the Board of

Directors

Panagiotis Lykos Panagiotis Spyropoulos Ilias Karantzalis I.D. No AB 607588 I.D. No AI 579288 I.D. No AN 644777

B) ANNUAL REPORT OF BOARD OF DIRECTORS

ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS AND CORPORATE GOVERNANCE STATEMENT

Dear Shareholders,

The Board of Directors of INFORM P. LYKOS HOLDINGS S.A. hereby presents its Report on the Annual Separate and Consolidated Financial Statements for the year ended as of December 31st, 2020.

The Separate and Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards.

1. GROUP PROFILE

INFORM was founded in 1897, it has been listed on the Athens Stock Exchange since 1994 and today has a leading presence in the Central and Eastern Europe in the area of Information Management, under the brand INFORM, with production facilities in Greece, Romania and Albania. The Group is activated internationally and is leader in the area of secure document and information management, production of secured documents, and Business Process Outsourcing, offering services of printing and enveloping statements, electronic presentation of statements and printing management for Banks, Telecommunication companies, Public sector and Industrial/Trade companies. It innovates in the digital transformation of businesses and organizations by providing highly specialized solutions.

Is a member of AUSTRIACARD HOLDINGS, an Austrian group of high-tech IT in Hardware Embedded Security, which employs 1,300 people and has an international presence in three Divisions, AUSTRIACARD, INFORM and NAUTILUS, in the fields of Digital Security, Information Management and IoT respectively with total turnover € 174 million in 2020. The Group AUSTRIACARD HOLDINGS has a very strong European business footprint, from the United Kingdom to Greece and Turkey, with six production facilities and eight personalization centers in Europe, as well as two additional personalization centers in South America and the USA, which allow to serve its customers, wherever they are, in the best possible way.

The principles of the Group are based on the commitment to personal care and support of customers. The passion for innovation and the satisfaction derived from well-served customers have been driven by the Lykos family over four generations. The company has been tried and tested through turbulent and significant times in recent Greek history and the history of Europe. It has been trusted continuously for 120 years for its high quality products, impeccable services and ethos of integrity. From traditional printing services to modern digital printing, trust, reliability and security have been the core values by which our customers have known us.

Our history demonstrates a commitment to progress and innovation, accompanied by a strong sense of responsibility towards, not only our customers, but also our employees and associates.

2. GROUP BUSINESS ACTIVITY

The entities and operations in the Information Management segment report to the parent company, INFORM P. LYKOS HOLDINGS S.A., headquarted in Greece. INFORM offers its products and solutions in the Information Management segment under the brand INFORM. It has three production facilities in Athens (Greece), Bucharest (Romania) and Tirana (Albania). INFORM P. LYKOS HOLDINGS S.A has been listed on the Athens Stock Exchange since 1994 and is a market leader in Central and Eastern Europe in the area of secure document and information management in Public and Private Sector, while at the same time innovating in the digital transformation of businesses and organizations by providing highly specialized solutions.

INFORM leads the market in B2B solutions in Central and Eastern Europe by offering services to sensitive organizations such as financial institutions, government, public sector, telecommunications, as well as industry and retail too. It is highly recognized in the printing market, such as business forms, paper rolls, security forms and commercial printing (from standard ink on paper to structures of complex data, when the document is designed as a strategic information unit), and supports companies and governments across the whole document life cycle. This includes data collection and classification, verification, coding, storing as well as the physical or digital export of formatted data using Omni-channel communication solutions.

INFORM also operates in the market of Business Process Outsourcing, offering physical and digital statement and bill printing, fulfilment, electronic bill presentment, card personalization, loyalty software applications and printing management services. INFORM successfully delivers products, services and integrated solutions customized to highly sensitive and demanding requirements for major international financial institutions, companies in the telecommunications, transport and infrastructure sectors, large retail and leisure companies as well as major public sector organizations

INFORM, committed to the goal of developing digital transformation solutions, continues to dynamically create and provide technologically advanced services to support its customers in their own digital transformation by providing highly specialized solutions. An indicative example of the implementation of a digital transformation project is the Digital on Boarding (DoB) solution for the National Bank. Through this application, every citizen has the opportunity to open a savings account, issue a Debit NBG card (Debit VISA or Debit MasterCard) and obtain credentials to i-bank Internet & Mobile Banking. This new service has already attracted the interest of 30,000 customers of the National Bank and has contributed to the Group's results. The above service (DoB) is complementary to the digital solutions that have already been implemented before, such as the CCM (Customer Communication Management) service or the Enterprise Document Management and Scanning & Archiving services.

The Group, faithful to its strategy to increase the participation of new digital solutions and services, invests in new skills and functions, offering the advantage of continuous innovation by providing highly specialized and technologically advanced digitalization solutions, such as OCR / Data Capture Solutions using Machine Learning (ML), Robotic Process Automation, Natural Language Understanding and Cognitive Analytics

Solutions, to support existing and new customers in their own digital transformation by strengthening its already specialized staff with the addition of new specialized partners.

3. GROUP BUSINESS PERFORMANCE 3.1 ECONOMIC ENVIRONMENT

In 2020 the global economy recorded a recession due to the COVID-19 pandemic, according to the World Economic Prospects report issued by the World Bank in January 2021. Global GDP growth is estimated to have dropped from 2.3% in 2019 to a recession of -4. 3% in 2020. In the euro area was especially concerned about the recession as the Gross Domestic Product declined by -7.4% compared to a growth of 1.3% in 2019. After the recession in 2020, the World Bank expects the economic output in the euro area as well as globally to expand between 3% and 4%.

In 2020 the recession in Greece, according to the recent (February 2021) estimates of the European Commission, will approach -10% and the unemployment rate is estimated at 16.5%, taking into account, among other things, the support measures of the SURE program. In these circumstances, the State Budget of 2021 estimates that the growth rate of GDP in the current year will be 4.8% and tourism revenues will approach the level of 60% of revenues in 2019. The recent (February 2021) estimate of European Commission for 2021, considers that the growth rate of GDP in Greece, this year, will be 3.5%. At the same time, in a recent (February 2021) research it is predicted that in 2021 the GDP growth rate in Greece will be 3.2% (baseline scenario), 2.2% (pessimistic scenario) and 4.1% (optimistic scenario).

Despite the decline related to the COVID-19 pandemic in 2020, the security printing market continues to grow, and specifically the digital transformation solutions, as new opportunities arise in the market sectors in which the Group already operates, such as financial institutions or utility companies that lead for example outsourcing their in-house printing services. However, there is a continuous transition from paper to electronic communication due to the growing environmental awareness, but also due to the increasing penetration of the internet, thus creating new opportunities. At the same time, the digital transformation of businesses and organizations, the transition to digital communication and interactive data management has begun. The Group innovates in the digital transformation by providing highly specialized solutions, investing in strengthening its already specialized staff by joining new specialized partners and developing solutions for the implementation and support of its client organizations that will want to introduce digital solutions. In this context, it focuses on expanding the range of solutions provided, both to its existing customers and to the integration of new customers.

3.2 SIGNIFICANT EVENTS OF THE FINANCIAL YEAR

In 2020 the COVID-19 pandemic hit the global market significantly. The Group operates in business sectors that were less affected by the pandemic compared to others, however it was affected in various ways and indicatevily we mention:

  • The general suspension of operations in the Private Sector at regular intervals within 2020 led to significantly lower demand and in combination with the increased uncertainty led our customers to delay the implementation of projects or reduce orders due to the suspension of their activities,
  • The supply of raw materials (eg paper) became more difficult as suppliers had to close factories for some time, resulting in some cases of price increases in combination with the increase in transport costs due to reduced availability of raw materials,
  • Ensuring the health of employees, the observance of the rules of personal hygiene, the separation of shifts in production, the observance of distances at work, the communication by electronic means, etc. affected in particular the production-related departments,
  • Dealing with changing the legislation to ensure the health of employees by introducing telework, identifying alternative ways of communicating and directing information systems to protect uninterrupted remote work against cyber threats, were the first steps to ensure the business operation.

Thanks to the effort, dedication and commitment of all employees, who were in their positions every day in extremely difficult conditions and the proper planning by the Management we collectively managed this challenge, to continue our smooth operation at every level. In addition, given that our main customers in the financial sector have mostly implemented their planned projects, the Group's performance in 2020 was better than in 2019.

During 2020, Information Management Group achieved to incorporate successfully,

  • the newly acquired NEXT DOCS companies in Romania extending the services range in its portfolio, by providing document management services (including electronic archiving, workflow and business process development, scanning, internal form creation, indexing, process control and access), as well as physical archiving and certified secure document shredding, and
  • the new specialized IT teams in order to further enrich the portfolio of the services provided. The services Digital Onboarding, RPA (Robotic Process Automation) and Intelligent Chatbot Journeys are proof of the Information Management strategic position and complement digital services that had already been implemented before, such as the CCM (Customer Communication Management) service or Enterprise Document Management and Scanning & Archiving services.

In December 2020, the merger of the Group companies INFORM LYKOS (HELLAS) SA and LYKOS PAPERLESS SOLUTIONS SA took place by absorbing the second from the first according to the provisions of Law 4601/2019, Law 4548/2018 and Law 4172/2013. The merger of the two companies was carried out in the context of an intercompany transformation, by consolidating the assets and liabilities of the acquired company, as they appear in the Transformation Balance Sheet of June 30, 2020, with the assets and liabilities of the Absorbing Company and their transfer as balance sheet items of the latter.

3.3 BASIC FINANCIAL DATA OF GROUP

The basic financial figures of the Group are as follows:

GROUP
31/12/2020 31/12/2019 DEVIATION %
Revenues 69.778.540 72.486.002 (2.707.462) -3,7%
Cost of materials (43.668.860) (47.558.470) 3.889.610 -8,2%
Gross profit I 26.109.680 24.927.532 1.182.148 4,7%
Gross margin Ι 37,4% 34,4% 3,0%
Production cost (13.991.818) (13.284.695) (707.123) 5,3%
Gross profit II 12.117.862 11.642.837 475.026 4,1%
Gross margin ΙI 17,4% 16,1% 1,3%
Other income 1.484.367 1.285.834 198.533 15,4%
Selling and distribution expenses (4.941.092) (4.521.662) (419.430) 9,3%
Administrative expenses (4.697.046) (4.423.201) (273.846) 6,2%
Research and development expenses (764.613) (677.741) (86.871) 12,8%
Other expenses (759.941) (740.911) (19.030) 2,6%
+ Depreciation & amortization 4.174.958 3.640.895 534.062 14,7%
Adjusted EBITDA 6.614.495 6.206.052 408.443 6,6%
Margin of adjusted EBITDA 9,5% 8,6% -15,1% 10,7%
- Depreciation & amortization (4.174.958) (3.640.895) (534.062) 14,7%
Adjusted EBIT 2.439.537 2.565.156 (125.619) -4,9%
Financial income 1.522 14.743 (13.221) -89,7%
Financial expenses (1.520.915) (1.456.542) (64.374) 4,4%
Net finance costs (1.519.393) (1.441.798) (77.595) 5,4%
Adjusted EBT 920.144 1.123.358 (203.214) -18,1%
Non-recurring expenses (508.555) 0 (508.555) n/a
EBT 411.589 1.123.358 (711.770) -63,4%
Income tax (465.008) (1.048.326) 583.317 -55,6%
EAT (53.420) 75.032 (128.452) -171,2%
Profits / (losses) attributable to:
Owners of the Company (358.658) 35.032 (393.690) -1123,8%
Non-controlling interests 305.238 40.000 265.238 663,1%
(53.420) 75.032 (128.452) -171,2%

During the year 2020, Group sales decreased by € 2.7 million or 3.7% compared to 2019 and reached € 69.8 million. Compared to the previous year, the key important deviations in the level of sales were the following:

a) revenue loss of € 6 million attributed to COVID-19 pandemic due to the suspension of business operation of our customers in sectors such as Retail and Catering which led to a decrease in customer orders both in Greece and in Romania, as well as

b) one-off project of security ballots production for the presidential elections in Nigeria that took place in the first quarter of 2019 both in Greece and Romania worth of € 4.6 million.

The above negative uncontrolled deviations were largely offset by:

a) full turnover incorporation in 2020 of the two acquisitions of NEXT DOCS companies in Romania contributing € 3.2 million,

b) undertaking of a larger maket share in the postal services both in Greece and Romania by € 3.2 million,

c) renewal of bank payment cards in Greece by € 1.1 million and finally

d) increased contribution by € 0.4 million in turnover of digital transformation solutions, compared to 2019.

The gross margin I improved by 3 points from 34.4% in 2019 to 37.4% in 2020 as in the sales mix are included products and services of higher profitability and specifically the services from the new acquisitions of NEXT DOCS companies in Romania. Gross profit ΙΙ increased by € 0.5 million despite the sales decline and the increase in production costs mainly due to the incorporation of NEXT DOCS companies in Romania and therefore the gross margin II improved by 1.3 points from 16.1% to 17.4% in 2020.

OPERATING EXPENSES 31/12/2020 31/12/2019 DEVIATION %
Production expenses (13.991.818) (13.284.695) (707.123) 5,3%
Selling and distribution expenses (4.941.092) (4.521.662) (419.430) 9,3%
Administrative expenses (4.697.046) (4.423.201) (273.846) 6,2%
Research and development expenses (764.613) (677.741) (86.871) 12,8%
+ Depreciation & amortization 4.174.958 3.640.895 534.062 14,7%
TOTAL (20.219.611) (19.266.403) (953.208) 4,9%
% OPERATING EXPENSES ON SALES 29,0% 26,6%

Operating expenses excluding depreciation increased by € 0.9 million or 4.9% from € 19.3 million to € 20.2 million and as a percentage on revenue from 26.6% to 29% in 2020. One of the most important factors in the increase of operating expenses is the full incorporation of the operating expenses of the two acquisitions NEXT DOCS in Romania within 2020 amounting to € 2.2 million. On a comparable basis by excluding

the impact of NEXT DOCS figures incorporation, there is a reduction in costs related to the one-off project of production of Nigeria security ballots in 2019 by € 0.6 million, and reduced costs from the impact of the pandemic on sales by € 0.7 million.

Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) of the Group increased by 6.6% or € 0.4 million from € 6.2 million reported in 2019 to € 6.6 million in 2020 driven by improved product mix, with higher contribution in the profitability from the services provided to our clients from the NEXT DOCS companies in Romania as well as the digital transformation solutions at Group level and therefore improved our reported gross margin. And adjusted profit before tax (adjusted EBT) decreased by € 0.2 million, primarily due to higher depreciation by € 0.5 million from the new acquisitions in Romania.

GROUP
NON - RECURRING EXPENSES 31/12/2020 31/12/2019
Provision for fine imposed by Competition Council of
Romania 508.555 0
Total 508.555 0

Earnings before taxes (EBT) of the Group decreased by € 0.7 million from € 1.1 million in 2019 to € 0.4 million in 2020, due to the provision formed in Romania of € 0.5 million for the fine imposed by the Competition Commission in 2016. On 2 December 2020, the Supreme Court of Romania rejected the Company's refutation with a final and binding court decision. Management is considering appealing to the European Court of Human Rights (see reference to note 31). The consolidated net profit after tax (EAT), decreased marginally by € 0.1 million as in 2019 it was burdened by € 0.7 million reversal of the recognition of deferred tax on previous years' losses.

In conclusion, despite the great challenges faced by the Group in 2020 related to the COVID-19 pandemic, we managed to maintain on a comparable basis the profitability before tax (EBT) to which it returned in 2019 after the loss-making results reported in previous years, rewarding the efforts of its management and trust of its shareholders. Regarding the result after tax, it is marginally loss by € 53 thousands due to income tax amounting to € 465 thousands.

Printing sector Greece Romania
2020 2019 DEVIATION % 2020 2019 DEVIATION %
Revenues 28.098.042 32.084.460 (3.986.417) -12,4% 40.893.954 39.528.817 1.365.137 3,5%
Intersegment Reveues 724.864 1.088.131 (363.267) -33,4% 2.006.954 2.769.990 (763.036) -27,5%
Segment Revenues 28.822.907 33.172.590 (4.349.684) -13,1% 42.900.907 42.298.807 602.101 1,4%
Cost of Sales (23.779.555) (27.674.672) 3.895.117 -14,1% (35.270.701) (35.881.290) 610.589 -1,7%
Gross Profit 5.043.351 5.497.918 (454.567) -8,3% 7.630.207 6.417.517 1.212.690 18,9%
Gross Margin 17,5% 16,6% 17,8% 15,2%
Adjusted EBITDA 1.725.917 2.370.773 (644.856) -27,2% 4.832.050 3.736.852 1.095.199 29,3%

Specifically, in relation to the business performance by main geographical segment, and excluding the intercompany transactions, Sales in Greece reached € 28.1 million compared to € 32.1 million reported in 2019, decreased by € 4 million or -12.4% compared to 2019, mainly from the revenue loss of € 4 million related to the effects of the COVID-19 pandemic and the one-off project of the production of security ballots for the presidential elections in Nigeria in 2019, worth of € 2.8 million. These effects were largely compensated by the undertaking of a larger market share in the postal services amounting to € 1.5 million, the renewal of bank payment cards in Greece by € 1.1 million and the increased offering of digital transformation solutions by € 0.2 million, compared to 2019. Despite the sales decrease, the Gross Margin improved by 1 point as a result of the better mix of products, as well as the reduction of production expenses by € 0.9 million and reached 17.5% from 16.6% in 2019, also Gross Profit reduced by € 0.5 million from € 5.5 million in 2019 in euro 5 million in 2020. Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) in 2020 reached for Greece to € 1.7 million compared to € 2.4 million in 2019, decreased by € 0.6 million or -27%, and as a result mainly of revenue loss related to COVID-19 pandemic.

In Romania, the sales increased by 3.5% compared to 2019 and reached € 40.9 million compared to € 39.5 million reported in 2019. This increase of € 1.4 million is attributed to the full turnover incorporation in 2020 of the acquisition of NEXT DOCS companies contributing € 3.2 million, the undertaking of a larger market share in the postal services adding € 1.7 million in Sales and the provision of digital transformation solutions that were increased by € 0.2 million, compared to 2019. These increases fully offset the revenue loss of € 1.8 million related to the impact in Sales of the COVID-19 pandemic and the one-off project of the production of security ballots for the presidential elections in Nigeria in 2019, worth of € 1.9 million. Gross margin improved by 2.6 points as a result of the better product mix especially services and amounted to 17.8% from 15.2% in 2019, while gross profit increased by € 1.2 million from € 6.4 million in 2019 to € 7.6 million in 2020. Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) of 2020, amounted to € 4.8 million compared to € 3.7 million in 2019, significantly improved by € 1.1 million or +29%, as a result of higher sales with improved mix mainly driven by the turnover incorporation of NEXT DOCS companies.

Despite the current difficult situation and uncertainty related to the COVID-19 pandemic, we are moving forward steadily and working methodically to provide high technology solutions in the field of secure document and information management, constantly investing in specialized personnel to create new innovative services and address our client's needs.

3.4. FINANCIAL POSITION

Financial Position Statement 31/12/2020 31/12/2019 DEVIATION %
Non-current assets 54.730.923 57.048.756 (2.317.833) -4,1%
Current assets 24.513.546 24.687.795 (174.248) -0,7%
Total Assets 79.244.470 81.736.551 (2.492.081) -3,0%
Total Equity 37.368.811 39.410.502 (2.041.691) -5,2%
Non-current liabilities 19.887.476 22.666.585 (2.779.109) -12,3%
Current Liabilities 21.988.183 19.659.464 2.328.720 11,8%
Total Equity and Liabilities 79.244.470 81.736.551 (2.492.081) -3,0%
Capital expenditures excluding finance lease 1.870.041 2.536.466 (666.425) -26,3%

Group's assets decreased by € 2.5 million, mainly related to lower investments in comparison to the depreciations of the year. The Group implemented new investments worth of € 2 million of which € 0.7 million machinery and € 0.9 million software programs of which € 0.4 million developed internally reduced by the amortization of the year worth of € 4.2 million.

Working Capital 31/12/2020 31/12/2019 DEVIATION %
Inventories 4.949.608 6.237.849 (1.288.241) -20,7%
Contract assets 1.275.001 1.337.474 (62.473) -4,7%
Current tax assets 256.491 305.282 (48.792) -16,0%
Trade receivables 11.656.898 11.454.526 202.372 1,8%
Other receivables 800.549 982.994 (182.445) -18,6%
18.938.547 20.318.127 (1.379.579) -6,8%
Current tax liabilities (241.946) (239.185) (2.761) -1,2%
Trade payables (12.291.185) (11.390.777) (900.409) -7,9%
Other payables (1.737.622) (2.199.435) 461.813 21,0%
Contract liabilities (493.241) (205.135) (288.105) -140,4%
(14.763.993) (14.034.532) (729.461) -5,2%
Net Working Capital 4.174.554 6.283.595 (2.109.041) -33,6%

As of 31 December 2020, the Group's net working capital decreased by € 2.1 million, mainly due to lower inventories by € 1.3 million and increased trade payables by € 0.9 million related to increased sales in December compared to the last months of the year.

Statement of Cash Flows 31/12/2020 31/12/2019 DEVIATION %
Net cash from operating activities 5.488.303 4.681.258 807.045 17,2%
Net cash from investing activities (2.015.412) (8.057.574) 6.042.162 75,0%
Net cash from financing activities (2.482.576) 1.510.841 (3.993.417) 264,3%
Net increase (decrease) in cash and cash
equivalents
990.315 (1.865.475) 2.855.790 -153,1%
Net Debt 31/12/2020 31/12/2019 DEVIATION %
Cash and cash equivalents (5.039.745) (4.066.858) (972.887) 23,9%
Loan liabilities 23.639.352 24.074.099 (434.746) -1,8%
Net Debt 18.599.607 20.007.241 (1.407.634) -7,0%

The Group operating cash flow generated in 2020 reached € 5.5 million compared to € 4.7 million in 2019. This increase of € 0.8 million was mainly related to the reduction of working capital needs, specifically from the better management of the amount of inventory coverage. The Net Debt of the Group is reported at € 18.6 million in 2020 from € 20 million in 2019, improved by € 1.4 million. The new investments of the Group in machinery and other equipment as well as in software developments amounted to € 2 million.

Financial performance ratios of the Group

According to the above, the financial performance ratios of the Group formed in 2020 compared to 2019, as follows:

  • Consolidated sales reached € 69.8 million compared to € 72.5 million in 2019, decreased by € 2.7 million or -3.7%,
  • The gross margin reached 17.4% in 2020 from 16.1%, improved by 1.3 pts,
  • The margin of adjusted EBITDA reached 9.5% in 2020 from 8.6%, increased by 0.9 pts,
  • The margin of adjusted EBIT reached 3.5% in 2020 in line with 2019,

  • The margin of EBT reached 0.6% in 2020 from 1.5%, decreased by 0.9 pts,
  • The performance ratio of equity amounted to -0.1% in 2020 from 0.2% in 2019, decreased by 0.3 pts,
  • The performance ratio of assets amounted to -0.1% in 2020 from 0.1% in 2019, decreased by 0.2 pts,
  • The ratio of bank debt to equity amounted to 0.63 for 2020 from 0.61 in 2019, increased by 0.02 pts,
  • The ratio of total liabilities to equity amounted to 1.12 for 2020 from 1.07 in 2019,
  • The ratio of liquidity amounted to 1.11 in 2020 from 1.26 in 2019, decreased by 0.15 pts.

3.5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

In thousand euro 31/12/2020

Parent company from / to
subsidiaries
Sales of
products
/ services
Purchases
of
products
/ services
Receivables Liabilities Dividends
Receivables
Dividends
Inform Lykos (HELLAS) S.A. (former Inform
Lykos (HELLAS) Single Member S.A.)
589 0 79 217 0 0
Inform Lykos S.A. (Romania) 551 0 62 0 0 0
Terrane Ltd 0 0 0 0 1.000 2.500
Inform Albania Sh.p.k 18 0 6 0 62 0
Total 1.158 0 147 217 1.062 2.500

Regarding the above we note the following:

The sales of the parent company to its subsidiaries relate mainly to provision of advice and services in the fields of general administration, financial management, sales, marketing, IT, research and development, and in general any kind of service that enhances the know-how of the subsidiaries and will ensure their smooth and orderly operation, as well as their development always in accordance with the specifications set by the Group.

3.6. DIVIDENDS POLICY

The closing price of the share of INFORM P. LYKOS HOLDINGS S.A. as at 31/12/2020 was € 1,325 compared to € 1,520 closing price as at 31/12/2019, or lower by -12.83%. The highest price of the year for the company's share was € 1,645 (29/01/2020) and the lowest € 0,696 (17/03/2020). The Volume Weighted Average Price was € 1,181.

The Board of Directors intends to propose to the 39th Annual General Meeting of Shareholders, the distribution of dividend.

4. L. 4548/2018 "NEW LAW ON SOCIETE ANONYME"

By decision of the Extraordinary General Meeting of the shareholders of INFORM P. LYKOS HOLDINGS S.A. that took place on May 7, 2020, the draft of Articles of Association, that was submitted by the management, was unanimously approved, for the "Adaptation / Harmonization of the company's Articles of Association in accordance with the provisions of Law 4548/2018, as applicable - Amendment, abrogation and renumbering of articles of the company's Articles of Association, rendering in the vernacular of all articles of the company's Articles of Association and its coding in a single text".

5. SIGNIFICANT EVENTS AFTER THE END OF THE YEAR

On 10th of February, 2021, INFORM P. LYKOS HOLDINGS S.A. signed an agreement for the majority stake acquisition of 56.5% of the share capital and as such the acquisition of control of the Cypriot company CLOUDFIN LTD, for € 1 million. With this investment, INFORM expands the range of services provided to its existing customers and the ability to reach new ones, providing management, automatic identification and registration services (Process Automation) for all document types as well as other documents (purchase documents, expenses, contracts, etc.) using Machine Learning (ML) and interface with ERP systems. In addition, through this investment, INFORM will provide Document Management services, including electronic archiving, as well as document recognition products for Know Your Customer / Business (KYC / KYB) processes, with control authentication and data extraction from identification documents (IDs, passports, driving licenses), tax, corporate and utility documents.

On 18th of February, 2021, INFORM LYKOS Romania (INFORM LYKOS S.A.), a subsidiary of INFORM P. LYKOS HOLDINGS SA, increased its majority stake in the share capital of NEXT DOCS ECM EXPERT S.R.L. and NEXT DOCS CONFIDENTIAL S.R.L., who are already members of the Group. Specifically, INFORM LYKOS Romania now owns 80.59% of NEXT DOCS ECM EXPERT S.R.L. and 80% of NEXT DOCS CONFIDENTIAL S.R.L. The acquisition price for the 15.52% and 14.55% respectively of the above-mentioned companies amounted to € 1.3 million. The activities of NEXT DOCS companies are related to the provision of document management services (including electronic archiving, workflow and business process development, scanning, internal form creation, indexing, process control and access), as well as physical archiving and certified secure document shredding.

With the exception of the above events, no other event took place after December 31, 2020, which may have a significant impact on the financial position or operation of the Group.

6. FUTURE DEVELOPMENT AND RISK MANAGEMENT

6.1. PROSPECTS FOR 2021

The Group having extensive experience and know-how in integrated solutions-services has developed long term customer relationships offering high level products and services, at competitive prices, so as to be considered a strategic supplier of banking institutions, telecommunications and other organizations either in the Private sector or in the Public sector. Provides products and services for secure document and information management, innovating in the digital transformation of companies and organizations by providing highly specialized solutions.

The Group is constantly working to create added value to its shareholders in the following areas:

New markets and new customers

It will continue to focus on the increase of market share of existing markets, on the development of exports, and also will focus at exploring and evaluating new growth opportunities at the sector of secure document management and information, with main areas of interest Europe, Africa and Middle East,

New products and services

It will continue to focus on developing higher value-added services, such as CCM (Customer Communication Management) services or Enterprise Document Management and Scanning & Archiving services, as well as providing highly specialized and technologically advanced digitalization solutions such as Digital Onboarding (DoB). ), OCR / Data Capture Solutions, Process Automation using Machine Learning (ML), Robotic Process Automation, Natural Language Understanding and Cognitive Analytics Solutions, to support existing and new customers in their own digital transformation,

Efficiency improvement

It will continue to improve efficiency and continue to invest in new technologies, which will increase productivity while reducing operating costs, to enhance profitability.

Potential strategic co-operation opportunities

It will continue to search potential opportunities for strategic partnerships, aiming at a further strengthening of its position in the broader region of Central and Eastern Europe.

For 2021, the Management of the Group monitors the developments and with the adaptability shown by the management of the spread of the COVID-19 pandemic in the year 2020, expects to successfully face any new conditions that will arise in the economic environment. The Group having proved its ability to adapt to rapidly changing and unpredictable European market conditions, in which operates, faces challenges and also sees opportunities from the faster transition to digital transformation of enterprises, look to the future with optimism and expects the market normalization in 2021, so to be recorded in the growth indicators the significant effort made by all the teams of the Organization.

6.2. RISK MANAGEMENT

The Group is exposed to risks as it strives for continuous and profitable growth, which it seeks to limit by closely monitoring the effects of this exposure. Therefore, risk management is a fundamental part of the process of designing and implementing our strategy. Risk policies, internal audit and risk management are defined by management and are evident in our monthly reports. The monthly results are closely analyzed. Appropriate risk management measures are identified and monitored at management meetings.

The Group uses financial instruments for commercial, financing and investment purposes. The use of financial instruments by the Group, substantially affects the financial position, profitability and cash flows.

The main risks arising from the financial instruments of the Group are, basically, the following:

  • Market risk (exchange rate risk and interest rate risk)
  • Credit risk
  • Liquidity risk

Market risk

Regarding this risk, arising from the general market conditions, the Group has reduced the exposure to this risk due to the geographical dispersion of an equal allocation of sales between Greece, Romania and other countries with significant exposure to the markets of Central and Eastern Europe. A significant part of these sales is addresed to the financial sector especially in Banks. However, the products we offer to our customers in both private and public sector are considered essential for their daily operation and growth. The markets in which we operate are characterized by a high degree of competition. We face the intense pricing pressure arising from the competitive market situation with continuous measures to increase efficiency and reduce costs, while at the same time we are constantly facing new growth opportunities, through the introduction of new innovative products & services.

Regarding the risks arising from the volatility of interest rates and exchange rates:

Exchange rate risk

The main part of economic transactions of the Group companies (Greece, Romania and Albania) is denominated in the currency of the main economic environment, where each company operates in (operating currency). In Romania, part of the obligations of the company is denominated in RON and in Albania is denominated in ALL

An exposure to exchange rate fluctuations exists regarding the value of the Group's investments in Romania, only at the time of consolidation of financial statements and their translation from the functional currency RON into the presentation currency Euro.

Interest rate risk

All bank debt of the Group is connected with fluctuating interest rates, maintaining however the option to convert into fixed interest rates, depending on the market conditions. With the Group's funds benchmark at 31/12/2020, in a hypothetical increase or decrease of Euribor by +/- 1% the Group's results would be affected negatively or positively, respectively, by approximately € 236 thousand.

The company does not use financial derivatives. As in the previous year, other financial assets and other financial liabilities are not affected by interest rates.

Credit risk

The Group has established and applied credit control procedures to minimize bad debts. Sales are directed mainly to large public and private organizations with evaluated credit rating. In any case, the Group assesses credit risk on the basis of approved policies and procedures and recognizes a provision for impairment.

The Group applies the simplified approach for the customer receivables and the contract assets for the calculation of expected credit losses. Therefore, in every reference date, the Group measures the provision for a financial instrument for an amount equal to the expected credit losses over the lifetime. For determining the expected credit losses, a chronological analysis and percentages table is applied using historical data and reasonable assumptions.

Liquidity risk

The Group manages its liquidity needs through careful follow-up of debts, long-term financing obligations and payments. Liquidity needs are monitoring on a daily basis and planning of payments on a weekly and monthly basis. Special attention is paid to management of stocks, receivables and liabilities in order to achieve the highest possible liquidity for the Group.

The central financial department of the company is responsible for the risk management, which operates following certain rules approved by the Board of Directors.

The Board of Directors through its executives:

(a) Establish and apply procedures and regulations that allow identification of risks, connected to activities, procedures and systems of operation of the Company (mainly credit risk, market risk and operational risk),

(b) Determine the acceptable level of risk,

(c) Ensure that the Group maintains the required capital adequacy and appropriately manages the risks arising from its operation.

7. NON-FINANCIAL INFORMATION

INFORM has incorporated the principles of Sustainable Development into its business activities, recognizing that these principles are a prerequisite for its long-term development. INFORM's key sustainability priorities are, ensuring a healthy and safe working environment, caring for the natural environment, fulfilling of customers' needs and expectations and the harmonious co-existence with the local communities where it operates.

Policies and Management Systems

Based on Sustainable Development, INFRORM has developed and adopted specific policies and puts into practice adequate management systems and procedures that uphold responsible operation and define the way in which the Company's goals are achieved. More specifically, the Company has established and implements, among others, the following policies and codes:

  • Internal Operating Regulation
  • Occupational Health and Safety Policy
  • Environmental Policy
  • Quality Policy

The management of Corporate Responsibility by INFORM is based on the development and implementation of certified management systems to all of its operations and facilities, while attaining high performance in all segments. Specifically, the following systems are applied:

  • Quality management system in accordance with ISO 9001
  • Environmental Management System in accordance with ISO 14001
  • Workplace Health and Safety Management System in accordance with ISO 45001 (OHSAS 18001)
  • Information Security Management System, according to the ISO 27001
  • Printing and Production Management System FSC (Forest Stewardship Council), in accordance with FSC Chain of Custody (FSC-STD-40-004)
  • Security Print Management Production System, according to the ISO 14298 / INTERGRAF
  • Business Continuity Management System, according to the ISO 22301 standard (concerns the provision of digitization, documentation, registration, data collection and optical character recognition services)

All production units have been audited and certified according the above Management Systems. For INFORM, management systems are dynamic tools allowing the Company to secure its regular operation and achieve continuous improvement. The implementation of certified management systems plays a very important role in achieving the goals set by the Company, and secures all their operations in light of the ongoing requirements for effective risk management.

Caring for Our People

The Company focuses on making continuous investments in human capital, by encouraging initiative taking for synergies, and on continuous development through training. INFORM keeps relations of trust with all employees, while seeking to maintain a safe and discrimination-free working environment that offers at all times training opportunities and fair rewarding.

The Company's main concern is to secure optimum working environment demonstrating fairness and equal reward, showing respect for human rights, diversity and equal opportunities to all employees. The policies and initiatives of INFORM that concern human resources aim at the effectively recruitment, development and retaining of employees. Steadily oriented to human values, the Company strives to implement responsible management practices by focusing on material issues such as:

  • ensuring of the health and safety of its employees
  • creating a work environment of fair reward, respecting human rights and diversity
  • safeguarding of jobs
  • providing equal opportunities for all employees
  • ensuring ongoing training and education
  • providing additional benefits

In 2020, the COVID-19 pandemic reminded everyone that health is the most important and can not be taken for granted. In order to protect our employees, we have implemented various protection measures to increase hygiene and avoid close contact in all facilities of the Group.

Human Resources Data in Group

Group's Human Capital per gender Employees per age group in 2020
2020 2019 <30 30-50 51+
Men 263 262 Men 25 180 58
Women 254 260 Women 34 159 61
Total 517 522 Total 59 339 119

In total, the Group's personnel reached 517 employees at 31/12/2020 from 522 on 31/12/2019.

INFORM seeks to recruit, develop and retain the most competent individuals so as to ensure that business goals and priorities are achieved.

Environmental Responsibility

INFORM has carried out the assessment of its environmental aspects, confirming that there is not a significant burden on the environment deriving from its operations. However, recognizing the importance of environmental protection for all of its stakeholders, the Company is stepping up its efforts to monitor and improve its environmental performance. In this context, INFORM has implemented an Environmental Management System, certified according to ISO 14001 and a Printing and Production Management System FSC (Forest Stewardship Council), in accordance with FSC Chain of Custody (FSC-STD-40-004).

The purpose of implementing an Environmental Management System, is to effectively manage any significant environmental aspects and impacts that arise from the Company's operations in order to minimize any possibility of environmental spill. In addition, the Environmental Management System ensures the harmonization of the Company's operation with the relevant environmental legislation, while achieving continuous environmental improvement.

INFORM is also FSC certified, as recorded by the FSC on the basis of certified members of the "FSC surveillance chain" as it meets the requirements to be followed by companies wishing to show respect for the environment and commit to their participation in responsible forest management. What is FSC certification? The Forest Stewardship Council (FSC) is an international non-governmental organization, which aims to support and sustain the world's forests through the proper management of their resources. The Council's mission is to ensure that forests are managed responsibly and properly, natural habitats are protected, and that the rights of nearby communities are protected. The organization has also established principles and criteria for forest management, according to which their management must meet the social, economic and cultural needs of both the current and future generations.

Detailed information on INFORM's Corporate Responsibility programs and action plan are presented in Corporate Responsibility Report 2019, which is presented on the Company's website www.informlykos.com. The Corporate Responsibility Report is an important tool as it reflects and communicates the way in which the Company responds to important/material issues and to stakeholders' expectations.

8. RESEARCH AND DEVELOPMENT ACTIVITIES

The Group's research and development strategy focuses on the following objectives:

  • Innovative products and market-oriented solutions as the basis for the continuation of growth strategy
  • Optimizing the use of resources and production processes.

Especially in the digital era, effective research and development is important as product cycles are short and the requirements of partners and end customers are evolving. This is particularly valid for the digital printing sector. We perceive these changes as opportunities and rely on Research & Development experts so that we can offer unique services to our customers that will help us grow in the short and long term.

INFORM innovates by developing higher value-added services, such as CCM (Customer Communication Management) services or Enterprise Document Management and Scanning & Archiving services, as well as providing highly specialized and technologically advanced digitalization solutions such as Digital Onboarding (DoB) , OCR / Data Capture Solutions, Process Automation using Machine Learning (ML), Robotic Process Automation, Natural Language Understanding and Cognitive Analytics Solutions, to support existing and new customers in their own digital transformation.

9. BRANCHES

The Company does not maintain branches.

10. OWN SHARES

There are no own shares.

11. EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ACCORDING TO ARTICLE 4 PAR. 7 AND 8, LAW 3556/2007

(a) Share capital structure

As at December 31st 2020, the Company's share capital amounted to € 12.758.591,88 divided by 20.578.374 common nominal shares of nominal value € 0,62 each.

According to the shareholders registry as at December 31st, 2020, the share capital structure of the company was the following:

Number of
Shareholder shares %
AUSTRIACARD HOLDINGS AG 14.568.053 70,793%
Olga Lykos 1.937.856 9,417%
Other shareholders (<5%) 4.072.465 19,79%
Total 20.578.374 100,00%

According to the shareholders registry as at March 31st, 2021, the share capital structure of the company was the following:

Shareholder Number of
shares
%
AUSTRIACARD HOLDINGS AG 14.568.053 70,793%
Olga Lykos 1.937.856 9,417%
Other shareholders (<5%) 4.072.465 19,79%
Total 20.578.374 100,00%

Mr. Nikolaos Lykos is the major shareholder of AUSTRIACARD HOLDINGS AG holding 96,185% of its shares.

All (100%) the shares of the Company are common, nominal and undivided and there are no special categories of shares. Rights and obligations related to the shares are those according to the provisions of L.4548/2018 as currently effective, in conjunction with the provisions of the Company's Articles of Association, have as follows:

Each share, offers a right to the distribution of the company's earnings and the result of liquidation of the company's assets, in case of termination by the rate of paid capital of the share divided by the total paid share capital.

  1. In every case of share capital increase, not paid (a) by contribution of items or (b) by bonds issue bearing rights to convert in shares or (c) by Stock Option Plan for acquiring shares, a right of preference is offered to the total new capital or bond loan in favour of the existing shareholders at the time of share issue, proportional to their participation to the current share capital.

  2. After an inquiry of any shareholder, the Board of Directors is obliged to offer to the General Meeting all the required information about the company's affairs to the extent necessary for the real evaluation of the issues raised.

  3. After an inquiry of shareholders, representing one twentieth (1/20) of paid share capital (a) the Board of Directors is obliged to call for a special General Meeting, (b) the Board of Directors is obliged to include additional issues in the schedule of the General Meeting, (c) the Board of Directors provides the shareholders before the date of General Meeting, with drafts of decisions, that are submitted by shareholders, for issues have been included in daily agenda, (d) the President of the Meeting is obliged to postpone only once the decisions of the General Meeting, regular or not, for all or certain matters, (e) the Board of Directors is obliged to announce at the General Meeting of shareholders the amounts which over the last two years have been paid for any reason by the Company to the members of the Board of Directors or the managers and also every other benefit to these individuals or every existing contract of the company with them of any kind, (f) the decision on a matter in the General Meeting is taken by nominal vote. Shareholders representing one twentieth (1/20) of paid share capital have the right to ask for audit of the company by the Court in case there are indications of illegal actions or against the company's Articles of Association or decisions of the General Meeting.

  4. After an inquiry of shareholders, representing one tenth (1/10) of paid share capital, the Board of Directors is obliged to provide to the General Meeting information on the company course of development and its property status. Furthermore, the shareholders of the Company,

representing one fifth (1/5) of the share capital may request from the Court to conduct audit of the Company if in the cause of the Company development it is believed that the management of the corporate affairs was not exercised as required by sound and prudent management.

  1. In the above cases 3, 4 and 5, the requiring shareholders ought to prove that they own the shares offering the above (3, 4 and 5) rights.

  2. Responsibility of shareholders is limited to their contribution, which is the nominal capital of their shares.

(b) Limitation on shares transfer

  1. There are no limitations according to the Company's Articles of Association on the transfer of its shares.

  2. According to article 4 of Law 3016/2002, as effective until the entry into force of the relevant provisions of L.4706 / 2020, the independent not executive members of the BoD of the Company cannot at the same time own company's shares higher than 0.5% of the share capital.

(c) Significant direct or indirect participations according to Law 3556/2007

As at March 31st 2021, AUSTRIACARD HOLDINGS AG and Mrs Olga Lykos owned a percentage of 70,793% and 9,417% respectively of the Company's share capital. Mr. Nikolaos Lykos holds a percentage 96,185% of the share capital of AUSTRIACARD HOLDINGS AG.

The company is not aware of any other shareholders, who own directly or indirectly a percentage higher than 5% of the share capital of INFORM P. LYKOS HOLDINGS S.A.

It is noted that, as at March 31st 2021, INFORM P. LYKOS HOLDINGS S.A. does not participate in the share capital of any other company listed in the Athens Stock Exchange.

(d) Shareholders possessing special control rights

There are no company shares offering special control rights.

(e) Limitations on voting rights - Time schedule of exercising such rights

There are no limitations on voting rights.

  1. According to the Company's Articles of Association, the ownership of a share offers one voting right.

  2. The responsibilities and ways of taking decisions of the General Meeting, the process of convening the General Meeting and the required majority for decision-making are provided by the provisions of L. 4548/2018 as currently effective, in conjunction with the provisions of the Company's Articles of Association.

(f) Agreements between shareholders for limitations on transfer of shares or exercise of voting rights

The Company is not aware of any such agreements for limitations on transfer of shares or exercise of voting rights.

(g) Rules of placement / replacement of members of the BoD when different from those under provisions of Law 4548/2018

Under provisions of L. 4548/2018 and the relative articles of the Company's Articles of Association:

The term of service of the Board of Directors is three (3) years, which can be extended automatically until the first after expiration General Meeting, but in any case no longer than four years.

The Board of Directors consists of five to nine (5 to 9) Members who are elected by the General Meeting of Shareholders. The term of service of the Board of Directors, after the amendment of the relevant article of the Articles of Association by the Ordinary General Meeting of shareholders of July 9, 2020, is five (5) years and which can be automatically extended until the expiration of the term, within which the next Ordinary General Meeting shall convene until the relevant decision is taken, but may not exceed six years. The term of service of the current Board of Directors expires on June 21, 2022.

The members of the Board of Directors at expiration can be elected again without any limitation and are freely recalled.

In case a member dies or resigns or loses for any reason the ability to participate in the Board of Directors, then the remaining members of the Board, provided they are at least (3), elect a substitute member until the expiry of the Board. This election of new members of the Board of Directors is announced at the first regular or Extraordinary General Meeting that follows. The Director, elected in order to replace another director, sustains his/her capacity until the expiration of the Board. The remaining members of the Board of Directors, given there are at least three (3) of them, can continue managing and representing the Company without the aforementioned replacement of the missing members of the Board of Directors on condition that their number exceeds half of the number of the members of the Board of Directors existing prior to the aforementioned replacement. In any case, the remaining members of the Board of Directors, notwithstanding their number, can proceed with the conduct of the General Meeting for the exclusive purpose of electing the new Board of Directors.

The BoD members elect the President and Vice President of the Board of Directors.

When the President is absent and cannot perform his/her duties, he/she is replaced by the Vice President. The Managing Director can be at the same time an executive member of the Board of Directors and, especially, the President of the BoD or the Vice President.

The Board gathers and consist a body right after election by the General Meeting. At this meeting the President, Vice President and Managing Director are elected.

The President, Vice President and Managing Director can be elected again without limitations.

(h) Acquisition of own shares

The Company is forbidden to acquire own shares, except for the cases and conditions approved by the provisions of the legislation effective.

i) Significant agreements of the company effective / modified / terminated in case of change in the control over the company after a public offering.

There are no significant agreements effective, modified or terminated in case of change in the control over the company.

(j) Agreements for compensation of members of the B.o.D or employees in case of resignation / firing without reason or termination of service / employment because of public offering.

There are no agreements of compensation of members of the BoD or employees for any reason.

Koropi, March 31st, 2021

Panagiotis Lykos Panagiotis Spyropoulos Chairman of the Board of Directors Vice Chairman & Group CEO

Corporate Governance Statement

General

Corporate Governance pertains to a total of principles, on which basis there is facilitated sufficient organization, operation, management and control of an entity, at a long term objective of maximizing its value and safeguarding the legitimate interests of all those connected with it.

In Greece, the corporate governance framework has been developed mainly through adoption of binding regulations, such as Law 3016/2002, as effective until the entry into force of the respective provisions of Law 4706/2020, which requires the participation of non-executive and independent non-executive members of the BoD of Greek listed companies, establishment and operation of internal control department and adoption of internal regulations procedures. In addition, a variety of other acts were incorporated in the Greek legal framework of European company law directives, thus creating new corporate governance rules, such as the Law 3884/2010 relating to rights of shareholders and additional corporate disclosure obligations to shareholders under preparation of the General Meeting, the Law 3873/2010, which incorporated into Greek legislation EU Directive 2006/46 / EC of the European Union on annual and consolidated accounts of certain types of entities and the Law 4449/2017, which introduced new provisions for the establishment, structure, staffing, responsibilities and duties of the Audit Committee. Finally, in Greece, as in most other countries, the Law on public limited companies (L. 4548/2018) contains their basic governance regulations.

Voluntary Compliance of the Company with the Corporate Governance Code

Our company fully complies with the requirements and provisions of the aforementioned legislative texts which constitute the minimum content of any Corporate Governance Code and constitute (the aforementioned provisions) an informal code.

The Company has adopted the Greek Corporate Governance Code (GCCG) for listed companies issued in October 2013 by the Greek Council of Corporate Governance (hereinafter "The Code"). This Code is posted on SEV website, at the following electronic address: http://www.sev.org.gr. Therefore, any reference to the corporate Governance Code implies the above Code.

The Company has initiated the procedures in order to fully meet the requirements of the new institutional framework of Corporate Governance in accordance with the provisions of Law 4706/2020, at the time of their entry into force, ie on July 17, 2021.

Deviations from the Corporate Governance Code and explanations

The Company states that it faithfully and strictly implements the provisions of the Greek legislation (Law 4548/2018, Law 3016/2002, as effective until the entry into force of the respective provisions of Law 4706/2020 and Law 4449/2017) which form the minimum requirements to be met by any Corporate Governance Code applied by companies, whose shares are traded on a regulated market.

These minimum requirements are incorporated in this Corporate Governance Code (GCCG) to which the Company is subject; however, this Code contains a number of additional (beyond the minimum requirements) specific practices and principles. In connection with such additional practices and principles, there are effective, at present, some deviations (including the cases of non-implementation), which are briefly analyzed and explained. Reference to non-application of certain provisions is also made in the Corporate Governance Code (GCCG) concerning companies, not belonging to FTSE/ATHEX-20 and FTSE/ATHEX Mid-40.

On case basis, the company diverges from or does not apply as a total several provisions of the Code recorded in the current document in italics.

• Regarding the role and authority of the Board of Directors:

The Board of Directors has not proceeded to establishment of a separate committee occupied with the nominations for election to the Board and preparing proposals to the Board regarding the remuneration of executive directors and key executives since the company's policy in relation to such fees is fixed and formed. A.IΙ (1.2)

• Regarding the size and composition of the Board of Directors:

The Board of Directors does not consist of seven (7) to fifteen (15) members, but of five (5) to nine (9) members. The specific number of members covers the company needs as to proper and effective corporate governance and the size and organization of the Company do not justify a Board with such a number of members. A.II (2.1)

• Regarding the role and profile of the Chairman of the Board of Directors:

The BoD does not appoint an independent vice-chairman from among its independent board members in order to facilitate the proper operation of the Board and the achievement of the Company objectives. Reference to non-implementation regarding the companies not belonging to FTSE/ATHEX-20 and FTSE/ATHEX Mid-40 is included in the Corporate Governance Code of GCCG. A.IΙI (3.3)

• Regarding nomination of the Board of Directors members:

The Company does not consider it necessary to establish the BoD members' nomination committee. Α.V (5.4, 5.5, 5.6, 5.7, 5.8)

Regarding the functioning of the Board of Directors:

a) there is no particular operating regulation of the BoD, since the provisions of the effective Interior Regulations of the Company are assessed

as sufficient regarding the organization and functioning of the BoD Α.VI (6.1)

b) at the beginning of every calendar year, the BoD does not adopt a calendar of meetings and a 12-month agenda to ensure that it properly, fully and timely fulfils its responsibilities, since the Company considers that the functioning of BoD is sufficiently covered by the provisions of the effective Interior Regulations. Moreover, the BoD meetings can be easily held, due to objective reasons, when imposed by the Company needs or legislation without and programmed activities Α.VI (6.1)

c) There are no provisions for the BoD being assisted by a competent, suitably qualified and experienced company secretary, since there is effective the required structure facilitating correct recording of the BoD meetings and the required good information flows between the board members Α.VI (6.2, 6.3)

d) there is no obligation for ensuring that an induction programme is established for new board members and that continuing professional development programmes are available to other board members, since all the relative issues pertaining to the fees are clearly defined by the effective Interior Regulations and any potential deviation is discussed in front of all the BoD members Α.VI (6.5)

e) there is no provision for existence of a program of regular briefings on business developments, and changes in the risk profile of the company and professional training, since there are nominated as BoD members the executives who have competence and proven experience in organisational - managerial duties. Α.VI (6.6)

f) There is no special provision for sufficient resources to BoD committees to undertake their duties and employ outsource consultants. However, all the requests from any department regarding recruitment of external consultants are examined by the Management and approved on case basis, in compliance with the company needs Α.VI (6.9, 6.10)

• Regarding BoD evaluation:

Apart from BoD evaluations through the Management Report, by the Annual General Meeting, the Board will monitor and review the implementation of its decisions on an annual basis. Moreover, there is already under discussion the implementation of evaluation system of the Board and its committees. Α.VII (7.1 & 7.2).

• Regarding the level and structure of remuneration:

The remuneration of the Chairman of the Board and CEO and members of the Board, executive and non for their participation in Board meetings and committees thereof, are approved by the General Meeting, always in compliance with the effective Interior Regulations of the Company. C.I (1.4).

Executive board members' contracts do not provide that the Board may demand full or partial recovery of any bonuses awarded on the basis of restated financial statements of previous years or otherwise erroneous financial data used to calculate such bonuses. C.I (1.3).

• Regarding the General Meeting of the Shareholders:

Regarding the implementation of specific practices of e-voting or voting by mail, the application is temporarily suspended, due to pending issuance of the relevant ministerial decisions.

Corporate Governance Practices in Addition to Those Defined in the Legislation or the Code

Within the framework of implementing a structured and efficient system of corporate governance, the Company has implemented certain corporate governance practices some of which are those provided by the relevant laws (4548/2018, 3016/2002, as effective until the entry into force of the respective provisions of Law 4706/2020 and 4449/2017).

Specifically, the Company applies the following additional corporate governance practices:

a) The company keeps updated and approved by the Board, Operating Regulations, which include clear references to corporate governance, the role and function of the Board, the General Meeting and other matters relating to the proper management of the Company. In summary, the areas covered by the Regulations in question are as follows:

  1. INTRODUCTION

1.1. GENERAL

1.2. STRUCTURE AND CONTENT

  1. GENERAL DATA AND INFORMATION ON "INFORM P. LYKOS HOLDINGS S.A."

  2. 2.1. GENERAL INFORMATION

  3. 2.2. COMPANY MANAGEMENT ADMINISTRATION
  4. 2.3. COMPANY PERSONNEL
  5. 2.4. AUDIT OF FINANCIAL STATEMENTS
    1. ORGANIZATIONAL CHART STRUCTURE OF THE COMPANY

3.1. ORGANIZATIONAL STRUCTURE OF THE COMPANY

    1. CORPORATE GOVERNANCE
    2. 4.1. PRINCIPLES OF CORPORATE GOVERNANCE
    3. 4.2. FUNCTIONING OF THE BOARD OF DIRECTORS
    4. 4.3. INTERNAL CONTROL SYSTEM

4.4. CORPORATE ANNOUNCEMENTS AND SHAREHOLDERS SERVICES

5. OPERATION AND PROCEDURAL REGULATIONS OF THE COMPANY

5.1. ETHICS CODE OF THE COMPANY

  • 5.2. ADMINISTRATIVE SERVICES
  • 5.3. INTERNAL AUDIT SERVICES
  • 5.4. FINANCIAL SERVICES

5.5. IT

5.6. PERSONNEL

5.7. SALES SERVICES

5.8. INVOICING & DISTRIBUTION

The spirit of the Operation Regulations promotes compliance with laws and internal company policies to avoid risks and other legal consequences for the Company and each member of the staff, including the members of the Management.

The main objectives of the Regulations are as follows:

  1. Prevention of delinquent behaviour

  2. Compliance with the policies to reduce the risks around the reputation and public image of the Group

  3. On-going education of staff regarding the dangers posed by acts of corruption, fraud, misuse of personal data, deterioration of financial statements, leakage of confidential information, etc.

  4. Identification of deviations relating to compliance issues, their investigation and making proposals and taking corrective actions or measures that are required.

b) Due to the nature and the objective of the Company, it has developed policies and procedures under ISO, obtaining the relative certifications.

Main Characteristics of Internal Control and Risk Management System regarding the Preparation of Financial Statements and Financial Reports

The Internal Audit and Risk Management System of the Company regarding the preparation of financial statements and financial reports includes the control procedures and mechanisms at various levels of the Organization as described below:

a) Control systems at corporate level

Recognition, assessment, measurement and management of risks:

The size and complexity of the Group's operations requires a complex system for identifying and managing risks that apply to all subsidiaries of the Group.

Recognition and assessment of risks are primarily carried out under the stage of preparation of strategic planning and annual business plan. The examined issues vary depending on market conditions and industry and include political developments in the markets (where the Group operates or which are important sources of raw materials), changes in technology, macroeconomic indices and competitive environment.

Planning and monitoring / Budget:

The company development is monitored through a detailed budget per activity sector and specific market. Given the nature of the Group's operations, the development of the financial results depends largely on external factors clearly influenced by the overall economic slowdown and uncertainty surrounding the Greek and the global market. In this context, the Group has already taken the appropriate steps to respond to new circumstances and exploit new market conditions. For all these reasons, the budget is adjusted periodically, taking these changes into account. The management monitors the development of financial sizes of the Group through regular reports, comparisons to budget and meetings of the management team.

Sufficiency of Internal Audit System:

The Management has designed and performs on-going supervisory activities, which are incorporated into the operation of the Company and which ensure that the Internal Audit System maintains its effectiveness over time. The Company carries out regular individual assessments of the adequacy of Internal Audit System, carried out primarily by the Internal Audit Department.

The Company has an independent Internal Audit Department, which among other things ensures that the identification procedures and risk management systems implemented by management are sufficient to ensure effective functioning of the Internal Audit System and the quality and reliability of the information provided by the Management to the Board of Directors regarding the Internal Audit System. The preparation of the Plan (or Manual) of Audit Department is based on the risk assessment carried out for these purposes as well as the issues identified by the Management and the Audit Committee. The Plan (or Manual) shall be submitted for approval to the Audit Committee. The risk assessment process is conducted annually and takes into account the risk assessment carried out under the responsibility of the Board within the framework of risk management of the Company.

The sufficiency of the Internal Audit System is monitored on a regular basis by the Audit Committee through quarterly reports submitted to it by the Internal Audit Department.

Reports of the Management and Internal Audit Department provide an assessment of major risks and effectiveness of Internal Audit System to manage them. Any weaknesses identified are disclosed through reports, including the impact they had or may have as well as the Management actions to correct them.

To ensure the independence of the statutory audit of financial statements of the Company, the Audit Committee recommends to the General Meeting the statutory auditors or audit firms to be appointed in accordance with Article 16 of Regulation (EU) 537/2014. Roles and responsibilities of the BoD:

The role, the authority and the relative responsibilities of the BoD are described in the Internal Regulations of the Company approved by the BoD.

Prevention and control of financial fraud:

In the context of risk management, the areas, considered as those of high risk for financial fraud, are monitored under appropriate monitoring systems and accordingly increased control systems. Indicatively, there is mentioned the existence of detailed organizational structure, operating regulations and detailed procedures and approval limits. Also, in addition to the control mechanisms applicable by every department, all the company's operations are subject to audits by the Internal Audit Service, whose results are presented through the Audit Committee to the Board of Directors.

Internal Operation Regulations:

The Company, as mentioned above, has established the relevant Internal Operation Regulations, which are approved by the Board of Directors. Within the framework of the Regulations, there are also defined the authorities and the responsibilities of the key working positions, thereby promoting an adequate segregation of responsibilities within the Company.

b) Control systems in IT systems and the protection of personal data

The Company has developed an adequate framework to monitor and control information systems, defined by different control mechanisms, policies and procedures, sufficiently defined by the approved Internal Operation Regulations and the Internal Audit Manual. Also, there is projected a specific procedure safeguarding against any problems in the systems through a program of the Business Continuity (including offsite storage of crucial items of the Company to recover its functionality in a direct course of time). Also, there have been set specific rights (Access Rights) to various information systems for all the employees depending on the position and the role they occupy, while also maintaining the entry log in the systems of the Company. Finally, the Company has fully complied with the European Union's General Data Protection Regulation (GDPR), which has been in force since May 2018.

c) Control systems regarding the preparation of financial statements and financial reports

As part of procedures for preparation of financial statements of the Company, there are effective specific control systems, which are associated with the use of tools and methodologies based on commonly accepted international practices. The main areas in which the control systems, relating to the preparation of financial reports and financial statements of the Company, operate are as follows:

Organization - Allocation of Duties

  • Allocation of duties both in upper management of the company and in the middle and inferior officers ensures the strengthening of the effectiveness of internal control system, while maintaining the required segregation of duties.
  • Proper staffing of financial services with the individuals who possess the requisite technical knowledge and experience regarding the responsibilities entrusted to them.

Accounting monitoring and preparation of financial statements procedures

  • Existence of uniform policies and the way of monitoring of accounting departments disclosed to the Group's subsidiaries, including definitions, accounting principles used by the Company and its subsidiaries, instructions for the preparation of financial statements and financial reporting, consolidation etc.
  • Automated audits and verifications carried out between different information systems, when there is required specific approval of accounting treatment of non-recurring transaction.

Assets safeguarding procedures

  • Existence of control procedures for fixed assets, inventories, cash equivalents and other assets of the company, such as, indicatively, physical security of the cash or warehouses and inventories, and a comparison of the measured quantities with those of accounting books and records.
  • Schedule of monthly physical inventories to confirm the balances of physical inventories and accounting books and records and existence of analytical manual for conduct of physical inventories.

Approval limits of transactions

Existence of Chart of Authorities, depicting the assigned authorities to various executives of the company to carry out specific transactions or transactions (e.g. payments, receipts, legal acts, etc).

General Meeting and Rights of the Shareholders

The role, responsibilities, convening, participation, collective and individual minority rights, ordinary and extraordinary quorum and majority of the participants, the Bureau, the Agenda and the general operation of the General Meeting Shareholders are determined by the mandatory provisions of Law 4548/2018 as currently effective, in conjunction with the provisions of the Company's Articles of Association.

The Company, with shares listed on the Athens Exchange, is obliged to publish announcements, in compliance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on Market Abuse, Greek Laws 4443/2016 and 3556/2007 regarding the relevant issues, the decisions of the Hellenic Capital Market Commission and the Athens Stock Exchange Regulation. The publication of such information is made in a way that ensures the rapid and equal access to it by the investing public.

All relevant publications / announcements are available on the Athens Stock Exchange website and the Company's website.

The Shareholders' Department is responsible for the monitoring and management of the Company's relations with its shareholders and the investing public and ensures, among other things, the valid and equitable information of investors and financial analysts in Greece and abroad.

Composition and Functioning of the Board of Directors, Supervisory Bodies and Committees of the Company

Board of Directors (BoD)

General

The elected Board of Directors on June 21, 2019 by the Regural General Meeting consists of (1) executive member, three (3) members are non-executive, and the (2) members are non-executive and independent. Their term of office is three years expriring June 21, 2022. In particular, the Board of Directors and their respective capacities at the end of 2020, are as follows:

I/N Name - surname Capacity Date of
undertaking
duties (most
recent)
End of term
of
office
1 Panagiotis Lykos,
father's name –
Nikolaos
Chairman of the BoD –
Non-Executive
member
21/06/2019 21/06/2022
2 Panagiotis
Spyropoulos,
father's name –
Ioannis
Vice Chairman of the
BoD & Managing
Director –
Executive member
21/06/2019 21/06/2022
3 Ilias Karantzalis,
father's name -
Georgios
Member of the BoD –
Non-executive
member
21/06/2019 21/06/2022
4 Georgios
Triantafyllidis,
father's name –
Ioannis
Member of the BoD –
Non-executive
member
21/06/2019 21/06/2022
5 Emmanouil –
Evagelos Lekakis
father's name -
Nikolaos
Member of the BoD –
Independent
Non-executive
member
21/06/2019 21/06/2022
6 Ioannis Menagias,
father's name -
Andreas
Member of the BoD –
Independent
Non-executive
member
21/06/2019 21/06/2022

BoD meetings

The Board met fourteen (14) times in 2020 and the meetings, at the legal quorum, were attended by the members in person or through proxy. The Board manages the Company as a collective body, taking decisions in accordance with the principles of Corporate Governance as outlined in the Company Operation Regulations, the legislation Inc., the securities laws, S.A. regulations provisions of A.S.E and provisions of the supervisory authorities. Members of the Board, obtain any relevant information in relation to the operation of the Company. They are to act in good faith, focusing on the interests of the Company and its Shareholders.

Roles and responsibilities of the Board of Directors

The Board is the supreme governing body of the Company and primarily sets the strategy and development policy, supervises and controls the management of the assets of the Company. The composition and capacities of members of the Board are established by Law and Articles of Association. The prime duty and responsibility of BoD members is the constant pursuit of enhancing long-term financial value of the Company and protection of the general corporate interests.

To achieve the corporate objectives and sound operation of the Company, the Board may delegate part of its authority, except those requiring collective action, and management, administration or management of the affairs and representation of the Company, to the Chairman of the Board, CEO, one or more members (executive and non-executive members), Directors or executives of the Company.

Members of the Board and any third party entrusted with responsibilities, must promptly disclose to the other members of the Board their own interests, which may arise from transactions within the Company, and any other conflict of interests with those of the Company or its affiliated companies, arising in the course of their duties.

Election and electability of Board of Directors members

The Board is elected by the General Meeting (regular or extraordinary).

The Board members shall be persons fully able to perform their responsibility. Inability to perform the duties leads to inability to exercise

company management and hence be a member of the Board of Directors of the company.

The Board is elected by the General Meeting (regular or extraordinary).

The Board members shall be persons fully able to perform their responsibility. Inability to perform the duties leads to inability to exercise company management and hence be a member of the Board of Directors of the company.

  • Board of Directors members cannot be:
    • Members of Parliament
    • Prosecutors, judges, assistants of judges, magistrates, secretaries of the courts
    • Civil servants
    • Brokers, who cannot exercise delegation of limited company whose shares are listed

Withdrawal of Board of Directors Members

Members of the Board are freely withdrawn by the General Meeting. The withdrawal, even not stated explicitly, can arise indirectly following the General Meeting appointing the new Board of Directors before the end of its term of office. The withdrawal can be made by Regular or Extraordinary General Meeting.

In case of withdrawal, a Board member is not entitled to compensation as in the capacity of the Board member.

The withdrawal of Members shall not have any consequences in respect of termination the relationship of the members with the company, which is based on separate contract or salaried service. Therefore, if the withdrawal is accompanied by contingent termination of the labour contract, the non-elected consultants may demand compensation in accordance with the provisions of labour law.

The withdrawal of the Board automatically entails the withdrawal of the member or third persons, entrusted, under the Board decision, with total or partial management or representation of the company.

Resignation of Board of Directors members

Members of the Board of Directors of the Company may freely resign. The resignation is effective as soon as it is disclosed to the company.

The disclosure to the company is made under written notification to the Chairman of the Board.

Incomplete Board of Directors

In the event of resignation, death or any other way of losing the status of Member or Members of the Board of Directors, the other members may continue to manage and represent the company without the replacement of the missing members, provided that their number exceeds half of the members, as they were before the above events. In any case, these members may not be less than three (3).

In case of election of a replacement, the decision of the election is submitted to the public of article 13 of law 4548/2018, as it is currently valid and it is announced by the Board of Directors in the next General Assembly, which can replace the elected, even if it does not have a relevant item on the daily agenda.

Authority and responsibilities of the Board of Directors

The Board manages the company as a collective body, taking decisions in accordance with the provisions of Law 4548/2018 as currently effective.

The Board of Directors is responsible for the company legal and practical representation. All members have one vote and all responsibility for decisions taken.

The responsibilities of the Board are defined by law or in the Articles of Association.

The Board is accountable to the General Meeting of the company shareholders and has the following authorities:

  • Decisions on any transaction relating to the company's management, management of the company property and general pursuit of its objective.
  • Making proposals for distribution of profits and keeping balances necessary for the operation and viability of the company's reserves.
  • Approval of the balance sheet and income statement.
  • Approval of six month and annual financial statements of the company.
  • Preparation of the BoD Report for every fiscal year.
  • Keeping private and confidential information concerning the company.
  • Approval of the organisational chart of the company.
  • Approval of Internal Operation Regulations and potential amendments.
  • Appointment of internal auditor.
  • Receiving periodic reports on internal audit.
  • Strategic planning of the business policy of the company.
  • Ensuring the long-term growth and profitability of the company.
  • Enhancing the economic value and profitability of the company and shareholders.
  • Keeping the Board Meetings minutes
  • Authorization of the company's representation, issue, endorsement and reimbursement of the company or third person checks.
  • Approval of recruitment of senior executives and approval of any fixed term contracts.
  • Comprehensive understanding of the Board of Directors members of the specific provisions adopted by the Capital Market Commission.
  • Approval of important agreements relating to acquisitions and mergers.

Responsibilities - Duties of Board of Directors members

The foremost obligation and duty of members is the enhancing long-term financial value of the company and protection of general corporate interests.

Due to the increased dispersion of the share capital among the investment public, there is imposed protection of minority shareholders and

making decisions that are free from any other motivation than the company interests.

The Board members must not only pursue short-term reinforcement of the market value of shares and shall not be pursuing interests contrary to those of the company.

Every Board member shall be liable to the company under managing the corporate affairs for any fault. He is also held responsible if the balance sheet contains false statements or omissions that conceal the true condition of the company.

Every Board member is obliged to strictly keep the confidential information regarding the company.

The members of the Board of Directors shall not be permitted to perform, on occasion or by profession, without the authorization of the General Meeting of shareholders of the company, either on their own behalf or on behalf of third parties, acts falling within the object of the company. When such an issue arises, an Extraordinary General Meeting shall be convened, which is authorised to provide the permission in question. In case of violation of this prohibition, the company is entitled to claim damages from the members who carried out the violation or to require the benefit be provided to it.

Members of the Board and any third party entrusted with responsibilities, must disclose to the other Board members their own interests that may arise from transactions within the company, and any other conflict of interests with those of the company or its affiliated companies which arise in the course of their duties.

The Board of Directors annually prepares reports detailing the company's transactions with affiliates.

Meetings of the Board of Directors

The Board meets at regular intervals in accordance with the Articles of Association, and when required by extraordinary circumstances, at the headquarters of the company.

The Board of Directors shall meet at the headquarters of the company.

The Board is in quorum and convenes validly when there are present or represented one more than half the number of members.

A member of the Board may, following a written authorization that can be authenticated, simple or plain paper fax validly represent only one member thereof. The representative appointed may not be a person, who is not a member of the Board.

Unless otherwise provided by law, the Board of Directors shall take its decisions by absolute majority of the members present or represented.

For following procedures are effective regarding the Board meetings:

  • The meeting is convened by the Chairman of the Board through notifying the members at least two days before the meeting.
  • The notice shall include clearly identified items on agenda, otherwise the decision taking is permitted, only if all members of the Board of Directors are present or represented at the meeting and none of them objects to taking of decisions.
  • A quorum of the Board shall be deemed to be present.
  • Discussions and decisions of the Board are recorded in a special registry.
  • Copies of minutes of meetings of the Board, for which there is a requirement of registration in the Companies Register such as election of new Board members, composition of the body of the Board etc., are submitted to the competent Generam Commercial Registry (G.E.MI.) within twenty (20) days after the meeting, in compliance with the provisions of the law.

Remuneration of Board of Directors members

The fees paid to the Board of Directors members, Executive and Non-Executive, and their form are approved by the General Meeting, following a proposal by the BoD, in accordance with the provisions of Law 4548/2018 in combination with the provisions of the Articles of Association of the Company do not violate the above Law.

The Company has established a remuneration policy for the Members of the Board of Directors, which was approved by the Ordinary General Meeting of shareholders of July 9, 2020.

The remuneration of the Board of Directors members for the year 2020 is included in note 33 of the annual financial report for the year 2020.

Chairman of the Board

The Chairman of the Board of Directors presides over and directs the meetings of the Board of Directors and acts in accordance with each act of his competence provided by the Law, the Articles of Association and the Internal Operation regulations.

CEO

The CEO is the senior executive of the Company. The CEO presides over all the departments of the Company and directs their work. As part of operational planning, regulations and decisions of the board governing the operation of the Company, he takes all the necessary decisions, submits to the Board of Directors of the Company's proposals and recommendations needed to implement the objectives of the Company.

The brief curriculum vitaes of the Board members are presented in the Appendix to this report.

Audit Committee

The Extraordinary General Meeting of Shareholders of 18 November 2019 appointed the Audit Committee as a committee of the Company's Board of Directors, which will be composed of three (3) members consisting exclusively of its members, two (2) of whom will be independent non-executive members which meet the conditions for the independence of the provisions of article 4 of Law 3016/2002, as effective until the entry into force of the relevant provisions of L.4706 / 2020, and one (1) non-executive member, authorized the Board of Directors to appoint from its members the persons who will participate in the said committee and set the term of the Audit Committee to expire at the same time as the term of the existing Board of Directors, ie on 21 June 2022.

The Board of Directors on 9 December 2019 appointed, by its members, Mr Emmanouil – Evagelo Lekaki, Mr Ioanni Menagia and Mr Ilia Karantzali as members of the Audit Committee, which was formed on the same day and at 31st of December 2020 was as follows:

I/N Name - Surname Capacity Date of undertaking duties
(most
recent)
End of term of
office
1 Emmanouil – Evagelos
Lekakis father's name -
Nikolaos
President of the Audit Committee,
Member of the BoD - Independent Non
executive member
09/12/2019 21/06/2022
2 Ioannis Menagias ,
father's name – Andreas
Member of the Audit Committee,
Member of the BoD - Independent Non
executive
member
09/12/2019 21/06/2022
3 Ilias Karantzalis
father's name - Georgios
Member of the Audit Committee,
Member of the BoD - Non executive
member
09/12/2019 21/06/2022

The Audit Committee held fourteen (10) meetings in 2020 attended by all its members.

For the responsibilities and duties of the Audit Committee, all the provisions of the Law 4449/2017 and the updated Internal Operation regulations are applied.

The Audit Committee has the following responsibilities:

  • To inform the BoD of the outcome of the regular audit and explains how regular audit contributed to the integrity of financial information and which was the role of the Audit Committee in the process.
  • To monitor the financial reporting process and make recommendations or suggestions to ensure its integrity.
  • To monitor the effectiveness of the Company's Internal Audit systems, Quality Assurance and Risk Managemen, in relation to the Company's fianancial reporting.
  • To monitor the regular audit of the annual consolidated financial statements and in particular the performance.
  • To review and monitor the independence of statutory auitors or audit firms and in particular the suitability of providing non-audit services to the Company.
  • It is responsible for the process of selecting auditors or audit firms and proposes the statutory auditors or auditors to be appointed.
  • To inform the shareholders during the General Assembly Meeting on its activities.

Information required by Article 10, paragraph 1 of Directive 2004/25/EC on takeover bids.

Disclosure of information required under Article 10 paragraph 1 of Directive 2004/25/EC on takeover bids is as follows,

Share Capital Structure

On December 31, 2020, the Company's share capital amounted to € 12.758.591,88 divided into 20.578.374 ordinary shares of nominal value of € 0,62 each.

Shareholder Number of shares %
AUSTRIACARDHOLDINGS AG 14.568.053 70,793%
Olga Lykos 1.937.856 9,417%
Other shareholders (<5%) 4.072.465 19,79%
Total 20.578.374 100,00%

The total (100%) of the Company's shares are common, nominal and undivided and there are no special categories of shares. The rights and obligations arising from the shares, are those provided by the Law 4548/2018 as currently effective, in conjunction with the provisions of the Articles of Incorporation of the Company if they do not conflict with the aforementioned Law.

Restrictions on transfer of securities and agreements between shareholders

  • There are no restrictions on the right to transfer securities of the Company, is aware of.
    • Significant agreements of the Company effective / amended / terminated in the event of a change in control of the Company after a takeover bid.

There are no such agreements, which are effective, amended or terminated in the event of a change in control of the Company after a takeover bid.

Securities providing special control rights

There are no shares of the Company providing special control rights.

Significant direct or indirect equity of the Company is as follows:

On March 31st 2021, AUSTRIACARD HOLDINGS AG and Mrs. Olga Lykos held 70,793% and 9,417% respectively of the share capital of the Company. Mr. Nikolaos Lykos held 96,185% of AUSTRIACARD HOLDINGS AG.

There are no other shareholders who hold directly or indirectly more than 5% of the share capital of INFORM P. LYKOS HOLDINGS S.A. and the Company is aware of.

It is noted that on March 31st, 2021, INFORM P. LYKOS HOLDINGS S.A. does not participate in the share capital of any company listed on the ASE.

Restrictions on voting rights

There are no known restrictions on voting rights (such as restrictions on voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems under which, in cooperation with the company, the financial rights attached to securities are distinguished by holding securities).

Rules regarding appointment and replacement of memmers of Board of Directors

There are no rules that differ from those under the provisions of the articles pf Law 4548/2018.

Specific authorities of the Board of Directors members

There are no special authorities of the Board of Directors members regarding issuance or repurchase of shares.

The issues regarding information required under Article 10 paragraph 1 c, d, f of Directive 2004/25/EC as at 21 April 2004 on takeover bids and in particular significant direct or indirect equity, the holders of any securities with special control rights and a description of these rights and restrictions on voting rights are analytically presented in the unit "EXPLANATORY STATEMENT PURSUANT TO LAW NO 4.7-8 3556/2007" of the Report of the Board of Directors.

The current Corporate Governance Statement constitutes an integral and special part of the annual Management Report of the Board of Directors of the Company.

Appendix

Brief biographies of members of the Board of Directors and the Audit Committee

Panagiotis N. Lykos

Chairman of the BoD – Non Executive Member

Panagiotis Lykos was born in Athens, in 1928 and is a graduate of Varvakeion School and the Merchant Marine Academy of Hydra. He started dealing in printing in 1951 and pioneered the establishment of EDP Printing in Greece. He was President and Managing Director of Inform P. Lykos SA from 1951 to 2000.

Panagiotis I. Spyropoulos

Vice Chairman of the BoD and CEO

Panagiotis Spyropoulos is a graduate of the University of Economics of Athens. He holds thirty years of experience in the fields of Management and Finance, the last twenty-five of which have been in large ASE listed companies, ten as Chief Financial Officer and the last fifteen years as General Manager or Chief Executive Officer. He has been employed with the Group since the beginning of 2002.

Ilias Karantzalis

Non-Executive Member

Ilias Karantzalis was elected a member of the Board of Directors of Inform Lykos in 2003. He holds a degree of the Law Department of University of Athens and DEA Droit des Affaires et Droit Economique and DESS Banques et Finances of the Universite Paris I Pantheon - Sorbonne. He is a lawyer and has been a Legal Consultant since 1984.

Georgios Triantafyllidis

Non-Executive Member

Georgios Triantafyllidis is a graduate of Athens University of Economics and Business. He has worked since 1977 as a sales executive in well known Greek and multinational companies in Greece and abroad in different sectors in markets B2C and B2B. He has been working in the company since 1987 and has served as CEO and Board member in subsidiaries of the Group.

Emmanouil - Evaggelos Lekakis

Independent Non-Executive Member

Emmanouil - Evaggelos Lekakis has been an independent and non-executive member of Inform Lykos since March 2016. He is a graduate of Athens University of Economics and Business. He holds extensive experience as Finance and General Manager in large listed on ASE companies.

Ioannis Α. Menagias

Independent Non-Executive Member

He graduated from Glion institute of higher education. He has been working in Inform Lykos from 1984 until 2015. He holds extensive experience as Director of Sales - Exports in the field of Printed Information Systems.

C) INDEPENDENT AUDITOR'S REPORT

To the Shareholders of INFORM P. LYKOS HOLDINGS S.A.

Report on the Audit of the Separate and Consolidated Financial Statements

Opinion

We have audited the accompanying separate and consolidated financial statements of INFORM P. LYKOS HOLDINGS S.A. (the Company) and its subsidiaries, which comprise the separate and consolidated statements of financial position as at December 31,2020, the separate and consolidated income statements, statements of comprehensive income, statements of changes in equity and cash flow statements for the year then ended, including a summary of significant accounting policies and selected explanatory notes to the financial statements.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as at December 31, 2020, the financial performance and cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated into the Greek Law. Our responsibilities, under those standards are further described in the "Auditor's Responsibilities for the Audit of the separate and consolidated Financial Statements" section of our report. We are independent of the Company and its subsidiaries, during the whole period of our audit, in accordance with the International Ethics Standards Board for Accountants "Code of Ethics for Professional Accountants" as incorporated into the Greek Law and we have fulfilled our ethical responsibilities in accordance with current legislation requirements and the aforementioned Code of Ethics. 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 judgement, were of most significance in our audit of the separate and consolidated Financial Statements of the current period. These matters and the relevant risks of material misstatement were addressed in the context of our audit of the separate and consolidated 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 our audit addressed the key audit matter
Impairment on non-current assets
(Goodwill and intangible assets)
As at December 31, 2020, the Group presented in the consolidated
Statement of Financial Position Goodwill amounting to € 3,2 mil.,
Our audit procedures in relation to this matter mainly include:
Software amounting to € 1,9 mil., Development Costs amounting to
€ 608 th, and Costumers lists amounting to € 5 mil.
 Evaluation of the management's assessment of whether there are
indications of impairment of these assets.
Goodwill arising from the business combination is allocated in cash
generating units that are expected to be benefited from the synergies
of the combination. At the end of each reporting period, the Group
 Evaluation of the appropriateness of management's methodology for the
identification of cash generating units.
and the Company assess whether there is an indication that an asset
may be impaired.
 Evaluation of reliability of management's estimations, by comparing the
actual performance with the previous estimations.
According to the requirements of IAS 36, goodwill and intangible
assets with indefinite useful life are tested for impairment at least
annually, while intangible assets with finite useful life are tested for
 Assessment of the reasonableness of management assumptions and
estimates.
impairment when there are indications of impairment.
This
assessment requires significant judgment.
 Examination of the accuracy in the calculation of the discounted cash
flows models.
An impairment loss is recognized when the carrying amount of the  For the procedures mentioned above, it was considered necessary to have
cash generated unit exceeds the recoverable amount. the input of an internal valuation specialists in order to examine the
technical adequacy of the impairment tests performed.
The impairment test includes the estimation of the recoverable
amount of each CGU as the greater value between the fair value less
costs to sell and the value in use. This
estimation
requires
management's judgment regarding the future cash flows of the CGUs
(related to variables such as revenue growth rate, capital and
 Assessment of the adequacy of the attached disclosures in the financial
statements.

operating expenditures and the requirements of the legal framework

governing their operation) and the discount rates used for the projection of future cash flows.

The basic management assumptions are based mainly on the future events and parameters, as the actual operating results, future business plans, financial extensions and market data (statistical or not).

Based on the results of the impairment test, during the year ended 31 December 2020, there was no need to impair any CGU.

Due to the significance of the aforementioned non-current assets and the use of management assumptions and estimates, the determination of the recoverable amount of those non-current assets was considered as a key audit matter.

During the year ended at 31 December 2020 there was no indication for impairment of the cash generate unit.

For accounting policies, management assumptions and estimates refer to the following notes of Financial Statements: 4.i., 15., 38.Α., 37.Ι. and 37.ΙΕ.

Recoverability of Trade Receivables

Group Trade Receivables are approximately of amount € 13,5 mil. as at 31/12/2020 (€ 13 million as at 31/12/2019), while the cumulative allowance for doubtful accounts is of amount € 1,2 mil. (€ 1,1 mil. as at 31/12/2019), as mentioned in Financial Statements (note 17).

At the end of each reporting period, the management evaluates the recoverability of the Group's trade receivables, in order for them to be recognized in their recoverable amount, based on the requirements of IFRS 9.

Due to the significance and the level of judgement used in the key assumptions by management, it was considered as a key audit matter.

For the disclosures regarding the nature of the receivables and the estimates used for the assessment of the recoverability of doubtful accounts, that are included in Financial Statements refer to notes 4.iii, 17, 26.Β and 38.ΙC&IE.

Our audit procedures in relation to this matter mainly include:

  • Evaluation of the key assumptions and methodology used by the management regarding the definition of recoverability of doubtful receivables or their categorization as bad debt.
  • Evaluated whether the policy and methodology applied by the management are appropriate and consistent with IFRS 9.
  • Comprehension and assessment of Group's credit control procedures and the policies regarding the credit limit of customers.
  • Examined the legal letter for existing bad debts during the year and identify if there are any indicators that further balances may not be recoverable in the future.
  • Inspection of trade receivables ageing at the year end and evaluated the amount of allowance of doubtful accounts.
  • Evaluation of the recoverability of amounts by comparing the closing balances with subsequent to year-end collections/settlements.
  • Assessment of the adequacy of the attached disclosures in the financial statements.

Other Information

Management is responsible for the other information. The other information included in the Annual Financial Report is the Annual Report of the Board of Directors, for which reference is made in the "Report on Other Legal and Regulatory Requirements" and the declarations of the Members of the Board of Directors, but does not include the separate and consolidated Financial Statements and our Auditors' Report thereon.

Our opinion on the Separate and Consolidated 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 Separate and Consolidated Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Separate and Consolidated Financial Statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, on the based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report the fact. We have nothing to report in this regard.

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

Management is responsible for the preparation and fair presentation of these Separate and Consolidated Financial Statements in accordance with the 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 separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the Separate and Consolidated 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.

The Audit Committee (article 44 L.4449/2017) is responsible for overseeing the Company's and Group's financial reporting process.

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

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

As part of an audit in accordance with ISAs, which have been incorporated in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the separate and consolidated 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 and 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 Company's or 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 auditor's report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company of the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express audit opinion on the separate and 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, 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, related safeguards.

From the matters communicated to those charged with governance, we determine those matters that were of most significance in the audit of the Separate and Consolidated Financial Statements of the current period and are therefore the key audit matters.

Report on other Legal and Regulatory Requirements

1. Board of Directors' Report

Taking into consideration that Management is responsible for the preparation of the Management Report of the Board of Directors and Corporate Governance Statement that is included therein, according to the provisions of paragraph 5 of article 2 of Law 4336/2015 (part B), we note the following:

  • a. The Management Report of the Board of Directors includes a Corporate Governance Statement that provides the information required by Article 152 of Law 4548/2018.
  • b. In our opinion, the Management Report of the Board of Directors has been prepared in accordance with the legal requirements of articles 150-151 and 153-154 and paragraph 1 (c and d) of Article 152 of the Law 4548/2018 and the content of the report is consistent with the accompanying financial statements for the year ended December 31, 2020.
  • c. Based on the knowledge we obtained during our audit of the Company INFORM P. LYKOS HOLDINGS S.A. and its environment, we have not identified any material misstatements in the Management Report of the Board of Directors.

2. Complementary Report to the Audit Committee

Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the complementary report to the Company's Audit Committee, in accordance with Article 11 of the European Union (EU) Regulation 537/2014.

3. Provision of non-Audit Services

We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014. The permitted non-audit services that we have provided to the Company and its subsidiaries during the year ended December 31, 2020, are disclosed in Note 32 of the accompanying separate and consolidated financial statements.

4. Appointment of Auditor

We were appointed for the first time as Certified Auditors of the Company based on the decision of the Annual General Shareholders' Meeting dated at 20/06/2006. Our appointment has been renewed uninterruptedly for a total period of 15 years based on the annual decisions of the General Shareholders' Meetings.

Athens, 31st March 2021

The certified chartered accountant

Nikos Garbis SOEL Reg. No. 25011

D) ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 1/1 - 31/12/2020

The attached annual financial statements were approved by the Board of Directors of the issuer (hereinafter INFORM P. LYKOS HOLDINGS S.A. or the Company) on 31/03/2021 and have been published on the Company's website www.informlykos.com, as well as on the ASE website where they will remain at the disposal of investors for at least ten (10) years from their preparation and publication date. It is noted that the annual financial statements, audit reports of the statutory auditor and the reports of the board of directors of the subsidiaries are posted at the website www.informlykos.com.

Consolidated statement of financial position

The statement of financial position of the Group for the year ended at 31/12/2020 and the respective comparative figures of the previous year are the following:

GROUP
Notes 31/12/2020 31/12/2019
Assets
Property, plant and equipment 13 43.802.419 45.602.126
Intangible assets 15 10.624.899 11.019.766
Other receivables 17 27.741 27.521
Deffered tax assets 12 275.864 399.343
Non-current assets 54.730.923 57.048.756
Inventories 16 4.949.608 6.237.849
Contract assets 23 1.275.001 1.337.474
Current income tax assets 12 256.491 305.282
Trade receivables 17 11.656.898 11.454.526
Other receivables 17 800.549 982.994
Receivables from related parties 17 535.254 302.810
Cash and cash equivalents 18 5.039.745 4.066.858
Current assets 24.513.546 24.687.795
Total assets 79.244.470 81.736.551
Equity
Share capital 19 12.758.592 12.758.592
Share premium 19 9.436.797 9.436.797
Reserves 19 13.396.360 13.358.696
Retained profits 1.546.529 3.716.990
Equity attributable to shareholders of the 37.138.278 39.271.075
Parent Company
Non-controlling interests 230.533 139.427
Total Equity 37.368.811 39.410.502
Liabilities
Loans and borrowings 21 17.562.496 20.252.529
Employee benefits 10 1.193.128 1.112.245
Other payables 22 16.883 23.265
Deferred tax liabilities
Non-current liabilities
12 1.114.968 1.278.546
19.887.476 22.666.585
Current income tax liabilities 22 241.946 239.185
Loans and borrowings 21 6.076.856 3.821.570
Trade payables 22 12.291.185 11.390.777
Other payables 22 1.737.622 2.199.435
Contract liabilities 24 493.241 205.135
Liabilities to related parties 22 361.496 1.517.414
Provisions 25 785.838 285.948
Current Liabilities 21.988.183 19.659.464
Total Liabilities 41.875.659 42.326.049
Total Equity and Liabilities 79.244.470 81.736.551

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Company's statement of financial position

The statement of financial position of the Company for the year ended at 31/12/2020 and the respective comparative figures of the previous year are the following:

COMPANY
Notes 31/12/2020 31/12/2019
Assets
Property, plant and equipment 13 73.578 66.071
Intangible assets 15 112.538 138.338
Investments in subsidiaries 27 35.015.132 35.015.132
Deffered tax assets 12 216.041 197.532
Non-current assets 35.417.289 35.417.073
Current income tax assets 12 176.402 290.315
Other receivables 17 3.089 0
Receivables from related parties 17 1.208.667 1.203.512
Cash and cash equivalents 18 734.583 1.932.751
Current assets 2.122.741 3.426.578
Total assets 37.540.030 38.843.651
Equity
Share capital 19 12.758.592 12.758.592
Share premium 19 9.436.797 9.436.797
Reserves 19 13.021.296 13.074.144
Retained profits 1.675.623 1.309.009
Total Equity 36.892.307 36.578.542
Liabilities
Loans and borrowings 21 23.332 18.481
Employee benefits 10 117.012 42.002
Other payables 22 16.883 0
Non-current liabilities 157.227 60.483
Current income tax liabilities 22 85.746 110.357
Loans and borrowings 21 13.642 9.951
Trade payables 22 59.923 0
Other payables 22 114.654 818.332
Liabilities to related parties 22 216.530 1.265.986
Current Liabilities 490.495 2.204.626
Total Liabilities 647.723 2.265.108
Total Equity and Liabilities 37.540.030 38.843.651

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Consolidated income statement

The income statement of the Group for the year 1/1 - 31/12/2020 and the respective comparative figures of the previous year are the following:

GROUP
Notes 01/01 - 01/01 -
31/12/2020 31/12/2019
Revenue 6 69.778.540 72.486.002
Cost of Sales 7 (57.660.678) (60.843.165)
Gross profit 12.117.862 11.642.837
Other income 7 1.484.367 1.285.834
Selling and distribution expenses 7 (4.941.092) (4.521.662)
Administrative expenses 7 (4.697.046) (4.423.201)
Research and development expenses 7 (764.613) (677.741)
Other expenses 7 (759.941) (740.911)
+ Depreciation & amortization 4.174.958 3.640.895
Adjusted EBITDA 6.614.495 6.206.052
Non - recurring expenses 7 (508.555) 0
EBITDA 6.105.939 6.206.052
- Depreciation & amortization (4.174.958) (3.640.895)
Operating profits / (losses) 1.930.982 2.565.156
Financial income 8 1.522 14.743
Financial expenses 8 (1.520.915) (1.456.542)
Net finance costs (1.519.393) (1.441.798)
Profits / (losses) before taxes 411.589 1.123.358
Income tax expense 12 (465.008) (1.048.326)
Profits / (losses) (53.420) 75.032
Profits / (losses) attributable to:
Owners of the Company (358.659) 35.032
Non-controlling interests 305.239 40.000
(53.420) 75.032

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Company's income statement

The income statement of the Company for the year 1/1 - 31/12/2020 and the respective comparative figures of the previous year are the following:

COMPANY
Notes 01/01 -
31/12/2020
01/01 -
31/12/2019
Revenue 6 1.157.984 18.991.212
Cost of sales 7 0 (15.554.591)
Gross profit 1.157.984 3.436.622
Other income 7 1.888 235.218
Selling and distribution expenses 7 (204) (1.412.692)
Administrative expenses 7 (1.358.181) (1.334.347)
Research and development expenses 7 0 (280.776)
Other expenses 7 (5.778) (29.282)
+ Depreciation & amortization 53.221 1.171.998
EBITDA (151.072) 1.786.740
- Depreciation & amortization (53.221) (1.171.998)
Operating profits / (losses) (204.293) 614.742
Financial income 8 2.501.217 1.176.015
Financial expenses 8 (4.847) (414.967)
Net finance costs 2.496.370 761.048
Profits / (losses) before taxes 2.292.077 1.375.790
Income tax expense 12 (73.409) (58.503)
Profits / (losses) 2.218.668 1.317.287

Note: In the previous fiscal year 2019, the spin-off of the production, processing, development and trading sector of printed information systems was concluded, with transformation date 30/06/2019, therefore the figures of the previous fiscal year 1/1-31/12/2019 are not comparable to those of the fiscal year 1/1-31/12/2020. An extensive report on the subject is presented in the Information Memorandum of the Group published at 12/11/2019 as well as in note 1 of the financial statements of the previous fiscal year 1/1-31/12/2019 (www.informlykos.com).

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Consolidated statement of comprehensive income

The statement of comprehensive income of the Group for the year 1/1 - 31/12/2020 and the respective comparative figures of previous year are the following:

GROUP
Notes 01/01 -
31/12/2020
01/01 -
31/12/2019
Profits / (Losses) (53.420) 75.032
Other comprehensive income
Items that will never be reclassified to profit
or loss
Revaluation of property, plant and equipment 13 643.401 (554.829)
Related tax (154.013) 133.159
Remeasurement of defined benefit liability 10 (38.138) (56.845)
Related tax 9.153 13.643
Effect of changing tax rates 0 189.213
460.404 (275.659)
Items that are or may be reclassified to profit
or loss
Foreign operations - Foreign currency translation
differences
(383.574) (553.985)
Other comprehensive income, net of tax 76.830 (829.644)
Total comprehensive income 23.410 (754.612)
Total comprehensive income attributable to:
Owners of the Company (276.909) (794.121)
Non-controlling interests 300.319 39.509
23.410 (754.612)

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Company's statement of comprehensive income

The statement of comprehensive income of the Company for the year 1/1 - 31/12/2020 and the respective comparative figures of previous year are the following:

COMPANY
Notes 01/01 -
31/12/2020
01/01 -
31/12/2019
Profits / (Losses) 2.218.668 1.317.287
Other comprehensive income
Items that will never be reclassified to profit
or loss
Revaluation of property, plant and equipment
Related tax
13 0
0
(554.829)
138.707
Remeasurement of defined benefit liability
Related tax
10 (69.538)
16.689
0
0
Other comprehensive income, net of tax (52.849) (416.122)
Total comprehensive income 2.165.819 901.165

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Consolidated statement of changes in equity

The statement of changes in equity of the Group is the following:

THE GROUP For the year ended 31 December
2020
Share
capital
Share
premium
Translation
and other
reserves
Revaluation
reserve
IAS 19
reserve
Retained
earnings
Total Non
controlling
interest
Total
equity
Balance at 31 December 2019 12.758.592 9.436.797 (2.436.962) 16.001.048 (205.390) 3.716.990 39.271.075 139.427 39.410.502
Profits
/ (losses)
0 0 0 0 0 (358.659) (358.659) 305.239 (53.420)
Other comprehensive income 0 0 (378.608) 489.345 (28.987) 0 81.750 (4.920) 76.830
Total comprehensive income 0 0 (378.608) 489.345 (28.987) (358.659) (276.909) 300.319 23.410
Dividend distribution 0 0 0 0 0 (1.852.054) (1.852.054) (209.104) (2.061.158)
Other transactions 0 0 0 (44.087) 0 40.252 (3.834) (109) (3.943)
Balance at 31 December 2020 12.758.592 9.436.797 (2.815.570) 16.446.306 (234.377) 1.546.529 37.138.278 230.533 37.368.811

THE GROUP For the year ended 31 December 2019
Share
capital
Share
premium
Translation
and other
reserves
Revaluation
reserve
IAS 19
reserve
Retained
earnings
Total Non
controlling
interest
Total
equity
Balance at 31 December 2018 12.758.592 13.805.791 (1.883.468) 16.224.969 (153.652) (867.435) 39.884.798 290.609 40.175.407
Profits
/ (losses)
0 0 0 0 0 35.032 35.032 40.000 75.032
Other comprehensive income 0 0 (553.493) (223.921) (51.738) 0 (829.153) (492) (829.644)
Total comprehensive income 0 0 (553.493) (223.921) (51.738) 35.032 (794.121) 39.509 (754.612)
Share capital increase through
capitalization of share premium
4.321.459 (4.321.459) 0 0 0 0 0 (24) (24)
Acquisition of subsidiaries 0 0 0 0 0 0 0 57.395 57.395
Reduction of share capital by offsetting
accumulated losses
(4.321.459) 0 0 0 0 4.321.459 0 0 0
Distribution of dividends 0 0 0 0 0 0 0 (20.128) (20.128)
Other transactions 0 (47.536) 0 0 0 227.934 180.398 (227.935) (47.537)
Balance at 31 December 2019 12.758.592 9.436.797 (2.436.962) 16.001.048 (205.390) 3.716.990 39.271.075 139.427 39.410.502

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Company's statement of changes in equity

The statement of changes in equity of the Company is the following:

THE COMPANY For the year ended 31 December 2020
Share
capital
Share
premium
Revaluation
reserve
IAS 19
reserve
Other
reserve
Retained
earnings
Total
Balance at 31 December 2019 12.758.592 9.436.797 0 0 13.074.144 1.309.009 36.578.542
Profits
/ (losses)
0 0 0 0 0 2.218.668 2.218.668
Other comprehensive income 0 0 0 (52.849) 0 0 (52.849)
Total comprehensive income 0 0 0 (52.849) 0 2.218.668 2.165.819
Distribution of dividends 0 0 0 0 0 (1.852.054) (1.852.054)
Βalance at 31 December 2020 12.758.592 9.436.797 0 (52.849) 13.074.144 1.675.623 36.892.307

THE COMPANY For the year ended 31 December 2019

Share
capital
Share
premium
Revaluation
reserve
IAS 19
reserve
Other
reserve
Retained
earnings
Total
Balance at 31 December 2018 12.758.592 13.805.791 5.813.820 (153.652) 7.707.254 (4.329.736) 35.602.069
Profits
/ (losses)
0 0 0 0 0 1.317.287 1.317.287
Other comprehensive income 0 0 (416.122) 0 0 0 (416.122)
Total comprehensive income 0 0 (416.122) 0 0 1.317.287 901.165
Contributed reserves due to spin-off 0 0 (5.397.698) 153.652 (3.436.954) 0 (8.681.001)
Spin-off
reserve
0 0 0 0 8.803.845 0 8.803.845
Share capital increase through
capitalization of share premium
4.321.459 (4.321.459) 0 0 0 0 0
Reduction of share capital by offsetting
accumulated losses
(4.321.459) 0 0 0 0 4.321.459 0
Other transactions 0 (47.536) 0 0 0 0 (47.536)
Balance at 31 December 2019 12.758.592 9.436.797 0 0 13.074.144 1.309.009 36.578.542

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Consolidated statement of Cash Flows

Cash flows of the Group for the year 1/1 - 31/12/2020 and the respective comparative figures of the previous year are the following:

GROUP
01/01 -
31/12/2020
01/01 -
31/12/2019
Cash flows from operating activities
Profits / (Losses) before taxes 411.589 1.123.358
Adjustments for:
– Depreciation & amortisation 4.174.958 3.640.895
– Net finance cost 1.519.393 1.441.798
– Gain on sale of property, plant and equipment (8.778) (1.057)
– Foreign exchange differences included in EBIT (86.600) (117.277)
– (Reversal of) impairment losses on property, plant and equipment 5.000 0
– Change in long term employee benefits (included in EBIT) 48.209 105.960
– Other 555.408 (195.472)
6.619.179 5.998.206
Changes in:
– Inventories 1.288.241 (81.995)
– Trade and other receivables (189.898) (1.177.519)
– Trade and other payables (429.218) 1.414.243
Changes in: 7.288.304 6.152.934
– Inventories (639.872) (185.475)
– Trade and other receivables (1.160.129) (1.286.202)
Cash generated from operating activities 5.488.303 4.681.258
Cash flows from investment activities
Interest received 1.259 14.240
Proceeds from sale of property, plant and equipment 0 32.400
Proceeds from sale of investments 0 134.873
Acquisition of subsidiaries, business, net of cash acquired 0 (5.988.605)
Cash transferred via merger and acquisition 0 237.456
Acquisition of property, plant and equipment & intangible assets (2.016.671) (2.487.938)
Net cash from (used in) investing activities (2.015.412) (8.057.574)
Cash flows from financing activities
Tax on share capital increase 0 (47.536)
Proceeds from loans & borrowings 3.500.000 5.593.792
Payment of loans (3.165.203) (2.800.000)
Payment of finance lease liabilities (876.447) (1.235.414)
Dividends paid to non-controlling interest (629.801) 0
Dividends paid to owners of the Company (1.311.125) 0
Net cash from (used in) financing activities (2.482.576) 1.510.841
Net increase (decrease) in cash and cash equivalents 990.315 (1.865.475)
Cash and cash equivalents at 1 January 4.066.858 5.944.584
Effect of movements in exchange rates on cash held (17.428) (12.251)
Cash and cash equivalents at 31 December 5.039.745 4.066.858

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Company's statement of Cash Flows

Cash flows of the Company for the year 1/1 - 31/12/2020 and the respective comparative figures of the previous year are the following:

COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
Cash flows from operating activities
Profit (Loss) before tax 2.292.077 1.375.790
Adjustments for:
– Depreciation & amortisation 53.221 1.171.998
– Net finance cost (2.496.370) 400.954
– Gain on sale of property, plant and equipment 0 (1.057)
– (Reversal of) impairment losses on property, plant and equipment 5.000 0
– Change in long term employee benefits (included in EBIT) 5.472 21.560
– Other (14.247) (129.130)
(154.846) 2.840.116
Changes in:
– Inventories 0 (808.270)
– Trade and other receivables 105.669 (1.476.635)
– Trade and other payables (1.693.210) 1.493.503
Cash generated from operating activities (1.742.387) 2.048.714
Taxes paid (68.834) 0
Interest paid (4.847) (302.153)
Net cash from (used in) operating activities (1.816.069) 1.746.561
Cash flows from investment activities
Interest received 1.206 14.240
Dividend received 2.500.011 0
Proceeds from sale of property, plant and equipment 0 32.400
Acquisition of property, plant and equipment & intangible assets (39.929) (478.700)
Net cash from (used in) investing activities 2.461.288 (432.060)
Cash flows from financing activities
Tax on share capital increase
Payment of loans
0
0
(47.536)
(3.700.000)
Payment of finance lease liabilities (19.887) (460.357)
Dividends paid to non-controlling interest (512.376) 0
Dividends paid to owners of the Company (1.311.125) 0
Net cash from (used in) financing activities (1.843.387) (4.207.893)
Net increase (decrease) in cash and cash equivalents (1.198.168) (2.893.391)
Cash and cash equivalents at 1 January 1.932.751 5.183.007
Cash transferred via merger and acquisition 0 (356.865)
Cash and cash equivalents at 31 December 734.583 1.932.751

Note: In the previous fiscal year 2019, the spin-off of the production, processing, development and trading sector of printed information systems was concluded, with transformation date 30/06/2019, therefore the figures of the previous fiscal year 1/1-31/12/2019 are not comparable to those of the fiscal year 1/1-31/12/2020. An extensive report on the subject is presented in the Information Memorandum of the Group published at 12/11/2019 as well as in note 1 of the financial statements of the previous fiscal year 1/1-31/12/2019 (www.informlykos.com).

The following explanatory notes (pages 40 to 82) constitute an integral part of these annual financial statements.

Notes to the Financial Statements

Basis of preparation

1. Reporting Entity

The Group INFORM is a fastgrowing Group of companies, forming the market in the business area of Information Management under the brand INFORM. Nowadays, the Group is activated internationally and is a leader in the field of secure documents and information management, in the markets of Central and Eastern Europe in the Public and Private Sector. It has three production units in Athens (Greece), Bucharest (Romania) and Tirana (Albania). The entities and activities of the Information Management sector refer to the parent company INFORM P. LYKOS HOLDINGS S.A. based in Greece.

The registered office of the parent company INFORM P. LYKOS HOLDINGS S.A. (the Company) is in Koropi Attica, 5th km. of Varis-Koropiou Avenue.

During the previous year 2019 and specifically on December 27th, the spin-off process of the production, processing, development and trading sector of printed information systems of "INFORM P. LYKOS S.A. PROCESSING & DEVELOPMENT OF PRINTED INFORMATION SYSTEMS" was completed, with its contribution to a new 100% subsidiary under the corporate name "INFORM LYKOS (HELLAS) SINGLE MEMBER S.A." in accordance with the provisions of Law 4601/2019, Law 4548/2018 and the article 54 of Law 4172/2013. After the completion of the above spinoff and the consequent modification of its name and purpose, the name of the parent company of the Group is hereinafter "INFORM P. LYKOS HOLDINGS S.A.". It is noted that this spin-off at a consolidated level did not have any substantial impact on the consolidated financial data of the Group as the new company INFORM LYKOS (HELLAS) SINGLE MEMBER S.A. is fully consolidated since INFORM P. LYKOS HOLDINGS S.A. owns its 100%. An extensive report on the subject and the financial figures is presented in the Information Memorandum of the Group published at 12/11/2019 (www.informlykos.com).

The financial statements for the year 1/1 - 31/12/2020 were approved by the Board of Directors on 31/03/2021.

2. Basis of Accounting

The accompanying separate and consolidated financial statements (hereinafter "financial statements"), have been prepared by the Management based on historic cost principal, as modified following the adjustment of certain assets and liabilities at fair values and the going concern principle and are in accordance with the International Financial Reporting Standards (hereinafter ≪IFRS≫) and the International Accounting Standards (hereinafter ≪IAS≫), as adopted by the European Union (according to the Regulation (EC) No. 1606/ 2002 of the European Parliament and the Council of the European Union at July 19th, 2002) and published by the International Accounting Standards Board (IASB), and also their interpretations, as published by the International Financial Reporting Interpretation Committee (I.F.R.I.C.) of the IASB. The period of application of each IAS/IFRS is set by the regulations published by the competent commission of the European Union.

Details of the Group's accounting policies and methods, including changes that took place during the year 2020, are included in notes 35 - 38.

Regarding the appropriateness of using the principle of going concern during the preparation of the financial statements with the data of the Greek and global economy as formed until today due to the COVID-19 pandemic, the following are noted:

In order to limit the spread of the COVID-19 pandemic, countries around the world have implemented a series of restrictive measures, which have led the Greek and world economies into a period of recession, the economic consequences of which cannot be precisely determined in the present stage. The consequences will largely depend on the duration and intensity of the recession and the further recovery measures expected to be implemented by the European Union and local governments. Nevertheless, the Management of the Group, evaluating its financial position, the impact of the pandemic on its strategic orientation and objectives, the impact of COVID-19 in general on its operation and examining its key financial data, came to the unequivocal conclusion that the principle going concern is suitable for the preparation of the presented financial statements. Reference to the impact of the pandemic on the operation and the financial figures of the Group is made in par. 3, 6 and 7 of the Annual Report of the Board of Directors that accompanies the attached financial statements.

3. Fuctional and presentation currency

The separate and consolidated financial statements are presented in euro, which is the functional currency of the Company. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

4. Use of judgement and estimates

In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses, as also and the notes to the financial statements. They also affect disclosures of contingent assets and liabilities as at the financial statements preparation date as well as the publicized amounts of revenue and expenses.

Judgments, estimates and assumptions are based on the experience from previous years and other factors, included the expectations of future events that are considered reasonable under the particular conditions, while estimates and underlying assumptions are reviewed on an ongoing basis, making the best use of all the available data. Actual results may differ from these estimates.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment at amounts of assets, liabilities, income and expenses is included in the following notes:

i. Testing for goodwill impairment of total participations or other assets

Group monitors annually whether goodwill has suffered any impairment and assesses the events or the conditions may trigger impairment, such as a significant adverse change in the business environment or a decision to sell or dispose of a unit or functional area. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. The basic estimates in applying value in use, the Group relies on a number of factors, including actual operating results, future business plans, economic projections and discount rates that are used in the calculations. It should be noted that the Group, during the assessment of impairment indications and the formation of prices on which the impairment tests were based, took into account the present and any possible future financial conditions due to the impact of the Covid-19 pandemic.

If analysis indicates a need for impairment of goodwill, measuring of impairment requires a fair value estimate of each identified tangible asset. In this case, using the cash flow approach, referred above, by independent appraisers when appropriate. See note 15.

ii. Useful life of depreciable assets

The Group assesses the actual useful lives of the assets annually. At the end of the reporting period of the annual financial statements, the management of the Group estimates that the useful lives of the depreciable assets represent the expected utility of those assets. See notes 37 (I) and (J).

iii. Recoverability of receivables and provisions for expected credit losses

Doubtful accounts receivables are displayed with amounts that are likely to be recovered. Estimations for recoverable amounts of receivables are based on objective indications, the counterparty's financial condition as well as past experience. The Group applies the simplified approach for customer receivables and contract assets for the calculation of expected credit losses. Therefore, at each reporting date, the Group measures the provision for a financial instrument for an amount equal to the expected credit losses over the lifetime. For determining the expected credit losses, a chronological analysis and rates table is used with historical data and reasonable assumptions.

iv. Employee benefits

The present value of pension obligations depends on a number of factors determined using actuarial methods and assumptions. Such actuarial assumption is the discount rate used to calculate the cost of benefit. The Group determines the appropriate discount rate at each year end. This is the interest rate that should be used to determine the present value of future cash flows, which are expected to be required to meet the obligations of the pension plans. For determining the appropriate discount rate, the Group uses the interest rate of high quality corporate bonds that are converted to the currency in which the benefits will be paid, and whose expiry date is approaching that of the relevant pension liability. Other key assumptions of pension obligations are based in part on current market conditions. See notes 11 and 37 (E).

v. Fair value measurement

As part of the implementation of IFRS, the Group has an obligation or option to revalue assets and liabilities at fair value.

The fair value measurement is based on the market and not on a particular entity. For certain assets and liabilities may be available observable market transactions or market information. For other assets and liabilities may not be available observable market transactions or market information. However, the objective of measuring fair value is the same in both cases to estimate the price at which it would take place a normal transaction to sell the asset or transfer the liability between market participants at the measurement date under current market conditions (ie an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

Even when there is no observable market to provide pricing information on the sale of an asset or transfer a liability at the measurement date, the fair value measurement should consider that a transaction occurs on that date, considering the transaction from the perspective of a market participant that holds the asset or owes the liability. This alleged transaction constitutes the basis for valuation of the sale price of the asset or transfer the liability. Especially for liabilities if no observable market to provide pricing information on the transfer of a liability (eg when the contractual and other legal restrictions prevent the transfer of such data) may be observable market for such obligation if the other party holds as an asset (eg corporate bonds).

The assets and liabilities of the Group are measured at fair value are mainly non-financial assets.

To improve the consistency and comparability in fair value measurements and related disclosures, the Group is adopting relevant requirements of IFRS 13, which had determined the fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to the official prices (unadjusted) in markets with significant volume of transactions for identical assets or liabilities (level 1 inputs) and minimum priority to unobservable inputs (Level 3 inputs).

The Level 1 inputs are the official quoted prices (unadjusted) in active markets for identical assets or liabilities to which the entity has access at the measurement date.

The Level 2 inputs are inputs other than formal quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a specified (contractual) term, a second input level must be observable for the full life of the asset or liability.

The Level 3 inputs are not based on observable market data (unobservable inputs) for the asset or liability.

Further information about the assumptions made in measuring fair values is included in the following notes:

  • Note 13 Property, plant and equipment

  • Note 14 Investment Property
  • Note 26 Financial Instruments

It is noted that the Group has certain financial assets (eg cash and cash equivalents) the historical values for which, due to their short-term nature, do not differ essentially from the fair value that would be determined by using valuation techniques.

Performance of the Year

5. Operating segments

i. Basis of segmentation

The Group maintains one strategic segment, the "Information Management" (printing segment), which is its reportable segment. Every unit of the segment offers same products and services, and requires unique technology and marketing strategies.

The activity of the printing segment mainly extents geographically in two countries Greece and Romania. This geographic allocation is the designated factor for the segmentation of printing segment.

These operating segments are monitored by the Head of Risk and Strategic decisions of the Group (Group CEO).

Information related to each reportable segment is set out below. Segment "profit before tax" is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments.

01/01 - 31/12/2020 Greece Romania Other Eliminations Total
Revenues 28.098.042 40.893.954 786.543 0 69.778.540
Intersegment revenues 724.864 2.006.954 0 (2.731.818) 0
Segment revenues 28.822.907 42.900.907 786.543 (2.731.818) 69.778.540
Cost of sales (23.779.555) (35.270.701) (645.509) 2.035.088 (57.660.678)
Gross profit 5.043.351 7.630.207 141.034 (696.729) 12.117.862
Other income 576.831 950.735 0 (43.200) 1.484.367
Selling and distribution expenses (2.691.906) (2.434.665) 0 185.479 (4.941.092)
Administrative expenses (2.612.446) (2.518.980) (121.869) 556.249 (4.697.046)
Research and development expenses (764.613) 0 0 0 (764.613)
Other expenses (189.068) (569.193) (1.681) 1 (759.941)
+ Depreciation & amortization 2.363.767 1.773.947 37.243 0 4.174.958
Adjusted EBITDA 1.725.917 4.832.050 54.727 1.800 6.614.495
- Depreciation & amortization (2.363.767) (1.773.947) (37.243) 0 (4.174.958)
Adjusted EBIT (637.851) 3.058.104 17.484 1.800 2.439.537
Financial income 1.271 (6.108) 46.409 (40.049) 1.522
Financial expenses (797.508) (708.574) (58.386) 43.552 (1.520.915)
Net finance costs (796.237) (714.682) (11.977) 3.503 (1.519.393)
Adjusted EBT (1.434.088) 2.343.421 5.507 5.303 920.144
Non-recurring expenses 0 (508.555) 0 0 (508.555)
Profit / (loss) before tax (1.434.088) 1.834.866 5.507 5.303 411.589
Income tax expense 90.653 (551.044) (4.618) 0 (465.008)
Profit / (loss) (1.343.434) 1.283.822 890 5.303 (53.420)
01/01 - 31/12/2019 Greece Romania Other Eliminations Total
Revenues 32.084.460 39.528.817 872.726 0 72.486.002
Intersegment revenues 1.088.131 2.769.990 0 (3.858.120) 0
Segment revenues 33.172.590 42.298.807 872.726 (3.858.120) 72.486.002
Cost of sales (27.674.672) (35.881.290) (764.083) 3.476.880 (60.843.165)
Gross profit 5.497.918 6.417.517 108.643 (381.240) 11.642.837
Other income 551.288 885.722 7.008 (158.184) 1.285.834
Selling and distribution expenses (2.763.700) (1.995.565) 0 237.604 (4.521.662)
Administrative expenses (2.417.086) (2.183.977) (109.187) 287.050 (4.423.201)
Research and development expenses (677.741) 0 0 0 (677.741)
Other expenses (189.328) (624.561) (3.021) 75.999 (740.911)
+ Depreciation & amortization 2.369.423 1.237.717 33.756 0 3.640.895
Adjusted EBITDA 2.370.773 3.736.852 37.199 61.228 6.206.052
- Depreciation & amortization (2.369.423) (1.237.717) (33.756) 0 (3.640.895)
Adjusted EBIT 1.350 2.499.135 3.443 61.228 2.565.156
Financial income 14.264 479 0 0 14.743
Financial expenses (840.046) (545.582) (3.785) (67.129) (1.456.542)

Net finance costs (825.782) (545.103) (3.785) (67.129) (1.441.798)
Profit / (loss) before tax (824.432) 1.954.032 (341) (5.901) 1.123.358
Income tax expense (815.417) (228.924) (3.985) 0 (1.048.326)
Profit / (loss) (1.639.848) 1.725.108 (4.327) (5.901) 75.032

The allocation of assets, liabilities, capital expenditure and depreciation to operating segments is as follows:

31/12/2020 Greece Romania Other Eliminations Total
Assets 57.644.717 40.877.505 578.555 (19.856.307) 79.244.470
Liabilities 23.374.060 18.481.377 1.242.505 (1.222.283) 41.875.659
Capital expenditures 1.122.350 893.850 472 0 2.016.672
Depreciation & amortization 2.363.767 1.773.947 37.243 0 4.174.958
31/12/2019 Greece Romania Other Eliminations Total
Assets 57.050.156 43.549.357 1.671.873 (20.534.836) 81.736.551
Liabilities 22.617.412 20.259.600 1.350.815 (1.901.778) 42.326.049
Capital expenditures 1.441.461 2.372.045 85.027 0 3.898.534
Depreciation & amortization 2.369.423 1.237.717 33.756 0 3.640.895

The following geographical information analyzes the Group's revenues in Grecce and other countries:

01/01 - 01/01 -
31/12/2020 31/12/2019
Romania 40.756.708 37.455.355
Greece 25.930.390 25.774.691
Austria 1.326.152 1.241.751
Albania 915.924 944.270
France 422.146 570.962
Morocco 317.525 716.255
Bulgaria 56.714 126.240
Cyprus 52.084 235.491
Hungary 43.092 17.734
Malta 3.600 147.063
Other countries 3.537 2.625
Spain 1.312 120.135
Germany 1.000 197.659
Nigeria 0 4.688.106
Slovenia 0 68.477
Kosovo 0 6.789
Adjustment IFRS 15 (51.642) 172.399
Total 69.778.540 72.486.002

Note: In the previous fiscal year 2019, the spin-off of the production, processing, development and trading sector of printed information systems was concluded, with transformation date 30/06/2019, therefore the figures of the previous fiscal year 1/1-31/12/2019 are not comparable to those of the fiscal year 1/1-31/12/2020. An extensive report on the subject is presented in the Information Memorandum of the Group published at 12/11/2019 as well as in note 1 of the financial statements of the previous fiscal year 1/1-31/12/2019 (www.informlykos.com) and in note 1 of the presented financial statements.

6. Revenues

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Revenues from sales of goods 26.135.288 34.984.759 0 8.850.735
Revenues from services 34.445.923 26.910.396 1.157.984 3.572.735
Revenues from sale of merchandise 9.197.328 10.590.847 0 6.567.743
Total 69.778.540 72.486.002 1.157.984 18.991.212

7. Income and expenses

A. Other income

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Government grants 35.340 7.478 0 0
Gain on sale of property, plant and equipment 8.778 1.057 0 1.057
Rentals from property and machinery 586.436 511.008 0 42.599
Reversal of accruals 4.262 10.256 0 337
Capitalised development expenses 432.779 448.903 0 138.141
Other income 416.773 307.133 1.888 53.084
Total 1.484.367 1.285.834 1.888 235.218

B. Cost of Sales

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Employee compensation and expenses 6.034.665 5.637.939 0 1.578.655
Cost of inventories recorgnised as expense 13.061.242 18.944.421 0 4.678.949
Cost of mailings 23.017.627 20.306.299 0 1.591.885
Cost of merchandise 7.589.991 8.307.750 0 5.373.162
Third party fees 1.309.004 1.076.210 0 212.011
Utilities and maintenance expenses 1.621.878 1.747.895 0 596.669
Rentals from property and machinery 218.001 134.519 0 61.578
Tax and duties 118.559 93.477 0 20.242
Transportation expenses 28.209 8.521 0 2.890
Other consumable materials 1.280.196 1.453.966 0 498.387
Depreciation and amortisation 3.077.007 2.802.540 0 822.155
Other expenses 304.298 329.630 0 118.007
Total 57.660.678 60.843.165 0 15.554.591

C. Selling and Distribution Expenses

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Employee compensation and expenses 2.549.045 2.299.180 0 802.927
Third party fees 254.123 192.921 0 165.589

Commissions paid 557.753 532.260 0 0
Utilities expenses 144.251 181.233 0 80.265
Rentals from property and machinery 12.069 5.599 0 5.880
Tax and duties 34.666 44.769 6 17.721
Transportation expenses 638.004 691.868 0 145.416
Other consumable materials 23.349 31.815 0 13.525
Depreciation and amortisation 540.451 293.508 0 121.581
Other expenses 187.380 248.509 198 59.788
Total 4.941.092 4.521.662 204 1.412.692

D. Administrative expenses

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Employee compensation and expenses 2.394.097 2.755.976 559.137 872.253
Third party fees 1.299.328 719.566 576.572 182.621
Utilities expenses 371.455 301.123 127.586 88.057
Rentals from property and machinery 47.427 21.601 0 1.470
Tax and duties 47.617 40.856 12.758 10.129
Transportation expenses 632 1.865 0 280
Other consumable materials 6.632 7.172 0 4.911
Depreciation and amortisation 372.179 351.863 53.221 130.234
Other expenses 157.679 223.179 28.906 44.393
Total 4.697.046 4.423.201 1.358.181 1.334.347

E. Research and Development Expenses

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Employee compensation and expenses 478.700 417.466 0 162.883
Third party fees 73.146 29.609 0 6.799
Utilities expenses 16.525 14.682 0 6.269
Tax and duties 2.822 2.384 0 455
Transportation expenses 220 0 0 0
Other consumable materials 237 191 0 283
Depreciation and amortisation 185.321 192.985 0 98.028
Other expenses 7.642 20.425 0 6.060
Total 764.613 677.741 0 280.776

F. Non - recurring Expenses

GROUP COMPANY
01/01 - 01/01 - 01/01 - 01/01 -
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Provision for fine imposed by Competition Council of
Romania * 508.555 0 0 0
Total 508.555 0 0 0

*Please refer to Note 31

G. Other expenses

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Foreign exchange differences 0 0 0 457
Losses on sale of equipment 0 83.980 0 0
Loss of the customer's contract term 5.382 5.500 687 100
Impairment loss on trade receivables 95.119 68.237 0 0
Losses from write - downs of inventories 75.374 43.695 0 0
Reinvoiced expenses 261.439 216.557 0 0
Bank commisions 1.681 1.786 0 0
Other expenses 320.948 321.157 5.091 28.725
Total 759.941 740.911 5.778 29.282

8. Net Finance Costs

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Interest income from loans and receivables 1.511 14.725 1.206 13.995
Dividend income 11 18 2.500.011 1.162.020
Financial income 1.522 14.743 2.501.217 1.176.015
Interest expense 1.185.774 1.202.648 3.551 394.034
Commissions of letters of guarantee 129.822 127.633 0 14.459
Losses from foreign exchange differences (from
financing) 172.683 109.456 0 0
Other financial expenses 32.636 16.805 1.296 6.474
Finance costs 1.520.915 1.456.542 4.847 414.967
Net finance costs recognised in profit or loss (1.519.393) (1.441.798) 2.496.370 761.048

9. Earnings / (losses) per share

A. Basic earnings or basis (losses) per share

All shares of the Company are ordinary (see note 19). The calculation of earnings / (losses) per share is based on the following earnings / (losses) per share attributable to the ordinary shareholders and the weighted average number of ordinary outstanding shares.

GROUP
01/01 -
31/12/2020
01/01 -
31/12/2019
Profits / (losses) attributable to the owners of the
Company
(358.659) 35.032

B. Weighted-average number of ordinary shares

2020 2019
Issued ordinary shares at 1 January 20.578.374 20.578.374
Weighted - average number of ordinary shares
at 31st December
20.578.374 20.578.374

C. Earnings per share

2020 2019
Profits / (losses) per share (0,0174) 0,0017

Employee Benefits

10. Employee Benefits

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Net defined benefit liability 1.193.128 1.112.245 117.012 42.002
Total employee benefit liabilities 1.193.128 1.112.245 117.012 42.002
Non-current 1.193.128 1.112.245 117.012 42.002
Current 0 0 0 0
Total 1.193.128 1.112.245 117.012 42.002

Social security contributions are included in other liabilities and are analyzed in note 22.

Salaries and personnel costs are detailed in note 11.

The balance of account employee benefits is formed from the Group's defined benefit plan that applies to employees in Greece. Obligations resulting from this program concern compensation of staff retirement arising from the provisions of Law 2112/20, as amended by Law 4093/12. According to the Greek legislation, establishing and funding is not provided in the form of contributions, specific fund (reserve) to cover the severance compensation laws 2112/20 and 3026/54, as amended by Law 4093/12, and for other related benefits. As a result, a special fund is not created, from which the settlement of the liability could be made. The compensation provided by the laws 2112/20 and 3026/54, as amended by Law 4093/12 are exclusively one-off indemnities which are given only in cases of normal retirement, redundancy and for those subject to Law 3026/54, in death and voluntary retirement under conditions.

The above program exposes the Group to actuarial risks, including the risk of longevity assumptions and discount rate assumptions.

A. Movement in net defined benefit liability

The following table presents the reconciliation of the opening and closing of the reporting periods of the liabilities arising from the program:

GROUP COMPANY
01/01 - 01/01 - 01/01 - 01/01 -
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Balance at 1 January 1.112.245 1.006.285 42.002 1.006.285
Included in profit or loss
Current service cost 36.889 33.653 4.842 33.653
Settlement/Curtailment/Termination loss/(gain) 16.241 3.221 0 3.221
Interest cost (income) 16.684 17.610 630 17.610
69.814 54.484 5.472 54.484
Included in OCI
- financial assumptions 18.430 43.107 1.069 43.107
- experience adjustment 19.708 13.738 68.469 (43.107)
Total amount included in OCI 38.138 56.845 69.538 0
107.952 111.329 75.010 54.484
Other
Contribution due to segregation 0 0 0 (1.013.398)
Benefits paid (27.069) (5.369) 0 (5.369)
(27.069) (5.369) 0 (1.018.767)
Balance at 31 December 1.193.128 1.112.245 117.012 42.002

B. Actuarial assumptions

The following were the principal actuarial assumptions at 31/12/2020 (expressed as weighted averages):

31/12/2020 31/12/2019
Discount rate 1,4% 1,5%
Future salary growth 1,0% 1,0%
Rate of compensation increase 1,0% 1,0%

The weighted-average duration of the defined benefit obligation for the fiscal year 2020 was 16,3 years (2019: 16,1 years).

C. Sensitivity analysis

A reasonably possible change of 1% of the discount rate used in the valuation would result the following changes to the defined benefit obligation for the staff leaving indemnity

31/12/2020 31/12/2019
Effect in euro Increase Decrease Increase Decrease
Discount rate (1% movement) (168.939) 206.174 (160.369) 195.876
Future salary increase (1% movement) 204.834 (171.077) 194.816 (162.543)
31/12/2020 31/12/2019
Effect in euro Increase Decrease Increase Decrease

Discount rate (1% movement) (10.048) 11.577 (5.037) 5.968 Future salary increase (1% movement) 11.504 (10.179) 5.937 (5.106)

11. Employee expenses

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Wages & Salaries 9.333.438 8.705.255 441.338 2.694.612
Social security contributions 1.403.362 1.400.621 111.015 602.104
Other expenses for personnel 671.499 954.375 1.313 103.175
Expenses related to defined benefit plans &
termination benefits 48.209 50.309 5.472 16.827
Total 11.456.508 11.110.560 559.137 3.416.717

The number of employees in the Group and the Company at 31/12/2020 amounted to 517 (31/12/2019: 522) and 6 (31/12/2019: 6) respectively.

Income Taxes

12. Income Taxes

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Current tax expense
Current year income tax (487.742) (359.152) (64.927) (110.357)
Adjustment for prior years (158.600) 0 (3.924) 0
(646.341) (359.152) (68.851) (110.357)
Deferred tax expense (income)
Origination and reversal of temporary differences 181.333 (468.181) (4.558) 30.205
Change in Tax Rate 0 (220.993) 0 21.648
181.333 (689.174) (4.558) 51.853
Total (465.008) (1.048.326) (73.409) (58.503)

A. Reconciliation of effective tax rate

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Profit/(loss) before tax 411.589 1.123.358 2.292.077 1.375.790
Tax using the Company's domestic tax rate 24%
(98.781)
24%
(269.606)
24%
(550.099)
24%
(330.190)
Effect of tax rates in foreign jurisdictions (104.064) (121.518) 0 0
Reduction of Tax Rate 0 (220.994) 0 21.648
Tax effect of:
Non - deductible expenses (262.155) (88.717) (119.386) (13.962)
Tax - exempt income 54.003 371.230 600.000 264.000
Tax incentives 14.399 0 0 0
Current - year losses for which no deferred tax
asset is recognised
(125.174) 0 0 0
Recognition of the tax effect of previous
unrecognized tax losses
0 (536.737) 0 0
Change in recognized deductible temporary
differences
(13.067) (181.984) 0 0
Deferred tax related to Intangible assets 20.303 0 0 0
Changes in estimates related to prior years (158.600) 0 (3.924) 0
(465.008) (1.048.326) (73.409) (58.503)

B. Movement in deferred tax balances

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Property, plant and
equipment 471.306 710.404 495.733 765.780 193.555 (2.366) 197.738 0
Intangible assets 0 376.457 0 418.246 0 7.963 0 10.286
Investment property 0 0 0 1.801 0 0 0 0
Receivables 199.197 (19.740) 200.641 0 0 0 0 0
Other assets 59.416 493.962 52.299 412.552 0 0 0 0
Employee benefits 283.679 0 266.939 0 28.083 0 10.080 0
Other liabilities 0 526.410 0 526.410 0 0 0 0
Inventories 7.170 0 0 0 0 0 0 0
Contract assets 0 10.694 0 7.937 0 0 0 0
Tax loss carry forwards 238.315 0 237.909 0 0 0 0 0
Deferred tax assets
/ liabilities) 1.259.084 2.098.188 1.253.521 2.132.725 221.638 5.597 207.818 10.286
Set - off tax (983.219) (983.219) (854.179) (854.179) (5.597) (5.597) (10.286) (10.286)
Net deferred tax
assets / liabilities 275.864 1.114.968 399.343 1.278.546 216.041 0 197.532 0

C. Unrecognised deferred tax assets

No deferred tax assets have been formed against the tax losses of some years presented because it is not certain that the company will provide sufficient future taxable profits against which the Group can utilize the benefits of these tax losses. These defered tax assets for the Group for year 2020 amounted to € 129.319.

D. Current deferred tax assets

Current tax assets of the Group presented in the Finacial Position amounted to € 256.491 (2019: € 305.282) mainly concern withholding taxes or prepaid income taxes, and respectively for the Company € 176.402 (2019: € 290.315).

Assets

13. Property, Plant and Equipment

A. Reconcilliation of carrying amount

GROUP
Land and
buildings
Plant and
equipment
Fixtures
and fittings
Under
construction
Total
Cost
Balace at 1 January 2019 52.107.921 49.247.721 6.416.933 118.665 107.891.240
Additions 204.120 1.981.515 118.288 469.482 2.773.405
Disposals 0 (88.627) (1.220) (96.506) (186.353)
Revaluation (554.829) 0 0 0 (554.829)
Reclassifications 978.845 1.281.536 (39.463) (376.997) 1.843.921
Acquisitions through business combinations* 10.013 520.988 36.001 0 567.002
Effect of movements in exchange rates (470.762) (288.199) (4.900) (2.109) (765.970)
Balance at 31 December 2019 52.275.308 52.654.934 6.525.639 112.535 111.568.416
Balance at 1 January 2020 52.275.308 52.654.934 6.525.639 112.535 111.568.416
Additions 102.087 729.083 92.041 207.501 1.130.712
Disposals / other transfers 0 (16.593) (676.864) (213.759) (907.216)
Reclassifications 17.232 (19.081) 1.849 0 (0)
Revaluation 661.984 0 0 0 661.984
Reclassifications 0 1.849 0 (1.849) 0
Effect of movements in exchange rates (354.076) (268.075) (6.636) (1.503) (630.290)
Balance at 31 December 2020 52.702.534 53.082.117 5.936.029 102.925 111.823.605
Accumulated depreciation and impairment
losses
Balance at 1 January 2019 19.050.626 36.394.048 5.874.076 0 61.318.750
Depreciation 519.109 2.178.238 179.591 0 2.876.938
Acquisitions through business combinations* 6.932 220.038 0 0 226.970
Disposals 0 (56.684) (1.220) 0 (57.904)
Reclassifications 978.845 904.539 (39.463) 0 1.843.921
Effect of movements in exchange rates (45.181) (193.637) (3.567) 0 (242.385)
Balance at 31 December 2019 20.510.330 39.446.543 6.009.416 0 65.966.290
Balance at 1 January 2020 20.510.330 39.446.543 6.009.416 0 65.966.290
Depreciation 524.164 2.282.805 144.394 0 2.951.362
Disposals / other transfers 0 (4.636) (676.864) 0 (681.500)
Reclassifications 10.248 (10.248) 0 0 0
Effect of movements in exchange rates (37.545) (173.106) (4.315) 0 (214.966)
Balance at 31 December 2020 21.007.197 41.541.358 5.472.631 0 68.021.186
Carrying amounts
Balance at 31 December 2019 31.764.977 13.208.391 516.222 112.535 45.602.126
Balance at 31 December 2020 31.695.337 11.540.759 463.398 102.925 43.802.419
COMPANY
Land and
buildings
Plant and
equipment
Fixtures and
fittings
Under
construction
Total
Cost
Balance at 1 January 2019 32.611.395 32.872.303 5.417.275 31.300 70.932.273
Additions 104.082 510.797 98.057 0 712.936
Disposals 0 (32.400) (1.220) 0 (33.620)
Contributed due to the spin-off process* (32.914.297) (34.221.971) (5.225.034) (31.300) (72.392.602)
Revaluation (554.829) 0 0 0 (554.829)
Reclassifications 978.845 904.539 (39.463) 0 1.843.921
Balance at 31 December 2019 225.196 33.269 249.614 0 508.079
Balance at 1 January 2020 225.196 33.268 249.614 0 508.078
Additions 0 28.429 0 0 28.429
Revaluation (5.000) 0 0 0 (5.000)
Balance at 31 December 2020 220.196 61.697 249.614 0 531.507

Accumulated depreciation and impairment

losses
Balance at 1 January 2019 17.233.811 25.650.575 4.989.874 0 47.874.260
Depreciation 167.927 625.601 86.053 0 879.582
Disposals 0 (457) (1.220) 0 (1.677)
Contributed due to the spin-off process* (18.197.105) (27.170.060) (4.786.911) 0 (50.154.076)
Reclassifications 978.845 904.538 (39.463) 0 1.843.920
Balance at 31 December 2019 183.478 10.198 248.333 0 442.008
Balance at 1 January 2020 183.478 10.198 248.333 0 442.008
Depreciation 228 15.410 282 0 15.920
Balance at 31 December 2020 183.706 25.608 248.615 0 457.928
Carrying amounts
Balance at 31 December 2019 41.718 23.071 1.281 0 66.071
Balance at 31 December 2020 36.490 36.089 999 0 73.578

B. Measurement of fair value

i. Fair value hierarchy

The fair value of land and buildings is determined by external independent valuers, who have recognized professional qualifications and recent experience in the location and category of property assessed. The independent appraisers provide or estimate the fair value of the Group's property. The frequency of revaluations depends upon the changes in the estimated fair value of properties in relation to the accounting. When the change is material is carried further adjustment.

Based on data taken into account in the valuation technique, the measurement of fair value for these properties is at Level 2 (see note 4(v)).

For the remaining fixed assets valued at cost less accumulated depreciation and accumulated impairment losses, there was no indication of impairment.

ii. Valuation technique and significant unobservable inputs

Land and buildings used for production in Greece

The latest revaluation study by an independent valuer for the estimation of the fair value of these tangible assets was carried out with a reference date of 31 December 2020. The study was based on market indications on similar properties, incorporating adjustments for factors specific to the property for revaluation, such as size of land and buildings, use, location and any encumbrances. The valuation basis for calculation depends on observable transactions for similar properties. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 179 on average and the replacement cost per square meter which was appraised at € 309 on average.

Based on the above, a total revaluation of land and buildings amounting to € 734.98 resulted.

Land and buildings used for production in Romania

For the valuation of the Group's properties in Romania the valuation technique used was the same as the one used and described for the properties in Greece. The latest revaluation study was carried out with a reference date of 31 December 2020. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 145 on average and the replacement cost per square meter which was appraised at € 400 on average.

The Group considers that the values presented above have not changed substantially up to the date of publication of the presented financial statements.

Based on the above, a total revaluation of land and buildings amounting to € (72.997) resulted.

C. Leased machinery

The Group leases machinery in Greece and Romania with a value of € 3.201.305 (2019: € 3.827.005). The value of the leased equipment is a guarantee of the relevant leasing liabilities.

D. Assets with rights of use

The Group leases assets with the right of use (mainly means of transport) in Greece and Romania. Their value amounts to € 556.907 at 31/12/2020 and is a guarantee of the relevant leasing liabilities.

E. Guarantees

There are encumbrances on the Group's fixed assets (land and building located in Romania) for an amount of € 13,2 millions in order to cover loan liabilities at the amount of € 2,6 millions. There are no encumbrances on the Parent company's fixed assets.

14. Investment property

A. Reconciliation of carrying amount

GROUP
31/12/2020 31/12/2019
Balance at 1 January 0 232.761
Disposals 0 (227.140)
Revaluation due to exchange rates 0 (5.620)
Balance at 31 December 0 0

Investment property of the Group was entirely related to land area and buildings of the subsidiary "Compaper Converting SA" in Romania.

15. Intangible assets and goodwill

A. Reconcialiation of carrying amount

GROUP
Goodwill Software,
Patents,
licenses
Development
costs
Customer
Relationship
Total
Cost
Balance at 1 January 2019 6.103.881 12.169.418 2.827.128 0 21.100.427
Additions 0 690.161 0 0 690.161
Acquisitions through business combinations 1.107.634 81.593 0 5.503.561 6.692.788
Acquisitions - internally developed 0 209.090 225.878 0 434.968
Reclassifications 0 2.543.904 (1.638.585) 0 905.319
Effect of movements in exchange rates 0 (40.382) (971) 0 (41.352)
Balance at 31 December 2019 7.211.515 15.653.784 1.413.450 5.503.561 29.782.310
Balance at 1 January 2020 7.211.515 15.653.784 1.413.450 5.503.561 29.782.310
Additions 0 450.647 0 0 450.647
Acquisitions - internally developed 0 187.717 247.595 0 435.312
Other transfers 0 (2.306.580) 0 0 (2.306.580)
Effect of movements in exchange rates (4.333) (36.393) (3.381) (49.402) (93.509)
Balance at 31 December 2020 7.207.181 13.949.175 1.657.664 5.454.159 28.268.180
Accumulated amortisation and impairment
losses
Balance at 1 January 2019 4.017.437 10.759.751 2.283.041 0 17.060.229
Depreciation 0 478.215 196.107 89.636 763.958
Acquisitions through business combinations* 0 73.014 0 0 73.014
Reclassifications 0 2.543.904 (1.638.585) 0 905.319
Effect of movements in exchange rates 0 (39.195) (141) (640) (39.975)
Balance at 31 December 2019 4.017.437 13.815.689 840.421 88.996 18.762.543
Balance at 1 January 2020 4.017.437 13.815.689 840.421 88.996 18.762.543
Depreciation 0 614.783 209.816 398.995 1.223.595
Other transfers 0 (2.306.580) 0 0 (2.306.580)
Effect of movements in exchange rates 0 (32.903) (561) (2.813) (36.278)
Balance at 31 December 2020 4.017.437 12.090.989 1.049.677 485.178 17.643.281
Carrying amounts
Balance at 31 December 2019 3.194.077 1.838.095 573.029 5.414.565 11.019.766
Balance at 31 December 2020 3.189.744 1.858.186 607.988 4.968.981 10.624.899

COMPANY
Software,
Patents,
licenses
Development
costs
Total
Cost
Balance at 1 January 2019 8.190.177 2.786.934 10.977.111
Additions 437.067 0 437.067
Acquisitions - internally developed 209.090 82.367 291.458
Contributed due to the spin-off process* (10.088.954) (1.230.717) (11.319.671)
Reclassifications 2.543.904 (1.638.585) 905.319
Balance at 31 December 2019 1.291.284 0 1.291.284
Balance at 1 January 2020 1.291.284 0 1.291.284
Additions 11.500 0 11.500
Balance at 31 December 2020 1.302.784 0 1.302.784
Accumulated amortisation and impairment
losses
Balance at 1 January 2019 6.859.140 2.281.221 9.140.361
Depreciation 197.746 94.670 292.417
Contributed due to the spin-off process* (8.447.844) (737.306) (9.185.150)
Reclassifications 2.543.904 (1.638.585) 905.319
Balance at 31 December 2019 1.152.946 0 1.152.946
Balance at 1 January 2020 1.152.946 0 1.152.946
Depreciation 37.301 0 37.301
Balance at 31 December 2020 1.190.247 0 1.190.247
Carrying amounts
Balance at 31 December 2019 138.338 0 138.338
Balance at 31 December 2020 112.538 0 112.538

B. Amortisation

Intangible assets of the Group (excluding goodwill) have a limited useful life which is reviewed at least annually. This examination showed no significant change in the expected pattern of future economic benefits embodied in those assets.

Amortisation of software licenses charged to all functions (production, administration, distribution and research and development), while amortisation of capitalized development costs incurred in research and development function.

C. Impairment tests

In FY 2020, there was no need to test impairment of intangible assets (software licenses, capitalized development costs and customer relationships), whose useful life is determined.

Following the relevant accounting policy, impairment tests in cash-generating units (CGU) that integrate acquisition goodwill and acquired in previous years were performed. These impairment tests did not indicate any need for impairment of these CGUs. Specifically, impairment tests were carried out for the production unit of printed information products in Inform Lykos S.A. Romania, for Next Docs and for Inform Albania Sh.p.k. and to which the following goodwill has been allocated:

Goodwill allocation

Total Goodwill 3.189.744
Effect of movements in exchange rates (6.519)
Unit of document management services of Next Docs 873.457
Production unit of printed information products in Albania
(Inform Albania Sh.p.k)
89.339
Production unit of printed information products in Romania
(Inform Lykos S.A.- Romania)
2.233.468

Production unit of printed information products of Inform Lykos S.A.- Romania

The goodwill allocated to this unit amounts to € 2.233.468 (2019: € 1.997.105). During the previous fiscal year 2019, the acquired business activity of the Romanian company STAR STORAGE was incorporated in this unit. It should be noted that the business activity of STAR STORAGE, after its acquisition by Inform Lykos S.A. - Romania and the integration of its staff and activities in the Group, no longer generates cash flows that are significantly independent of those generated by Inform Lykos S.A. Romania as an integrated production unit. Therefore, the impairment test associated with the acquisition of STAR STORAGE is performed at the upper level of the Inform Lykos S.A. - Romania, which level represents the lowest within the Inform Lykos S.A. – Romania Group in which goodwill is monitored for internal management purposes and is not larger than one operating unit.

The recoverable amount of the unit was determined based on the calculations of the use value of the unit, as it results from an estimate of the future cash inflows and outflows arising from the continued use of the CGU and its final disposal. The estimated value also reflects the time value of money, represented by the current interest rate (free of market risk) and the cost of dealing with the uncertainty inherent in the CGU.

The key assumptions used to estimate the recoverable amount are presented in the following table. The values attributed to key assumptions represent management's estimate of future trends in similar enterprises and are based on historical data from external and internal sources.

2020 2019
Discount rate 8,2% 10,6%
Residual value growth rate 1,5% 1,5%
EBITDA growth rate forecast (5-year average) 0,2% 2%

The discount rate is an estimate free of tax effects and based on the historical weighted average cost of capital of the unit to which the unit belongs.

Cash flow forecasts contain specific estimates for five years and an estimated growth rate in perpetuity for the following years. This growth rate in perpetuity was determined on the basis of management's estimate of the long-term compound annual growth rate of EBITDA which is reasonable based on market conditions.

Management's core assumptions include consistent profit margins based on past experience. The management of the Group considers that it is the best available information for the market forecast. Cash flow projections reflect profit margins based on historical period data. Prices and wages reflect the available inflation forecasts for the location of the unit.

Management has determined that a reasonably probable change in two key assumptions could result in such a change in the estimated recoverable amount of the two units that it becomes less than its carrying amount. These changes are as follows:

Sensitivity analysis Change required to
equal the recoverable
amount to the
carrying amount of
the unit
(percentage) 2020 2019
Discount rate 4 4
EBITDA growth rate forecast (6,8) (5,6)

Unit of document management services of Next Docs

The goodwill allocated to this unit amounts to a total of € 873.457 (2020: € 873.457). This goodwill arose in the previous fiscal year 2019 during the acquisition through the Romanian subsidiary of the company S.C. INFORM LYKOS S.A., owned and controlled by two new subsidiaries NEXT DOCS ECM EXPERT S.R.L. and NEXT DOCS CONFIDENTIAL S.R.L. with an initial participation rate of 65,07% and 65,45% respectively (see note 27 on this).

The recoverable amount of the unit was determined based on the calculations of the use value of the unit, as it results from an estimate of the future cash inflows and outflows arising from the continued use of the CGU and its final disposal. The estimated value also reflects the time value of money, represented by the current interest rate (free of market risk) and the cost of dealing with the uncertainty inherent in the CGU.

The key assumptions used to estimate the recoverable amount are presented in the following table. The values attributed to key assumptions represent management's estimate of future trends in similar enterprises and are based on historical data from external and internal sources.

NEXT DOCS ECM EXPERT S.R.L 2020
Discount rate 7,4%
Residual value growth rate 1,5%
EBITDA growth rate forecast (5-year average) 5,9%
NEXT DOCS CONFIDENTIAL S.R.L 2020
Discount rate 7,4%

Residual value growth rate 1,5%
EBITDA growth rate forecast (5-year average) 6,7%

The discount rate is an estimate free of tax effects and based on the historical weighted average cost of capital of the unit to which the unit belongs.

Cash flow forecasts contain specific estimates for five years and an estimated growth rate in perpetuity for the following years. This growth rate in perpetuity was determined on the basis of management's estimate of the long-term compound annual growth rate of EBITDA which is reasonable based on market conditions.

Management's core assumptions include consistent profit margins based on past experience. The management of the Group considers that it is the best available information for the market forecast. Cash flow projections reflect profit margins based on historical period data. Prices and wages reflect the available inflation forecasts for the location of the unit.

Management has determined that a reasonably probable change in two key assumptions could result in such a change in the estimated recoverable amount of the two units that it becomes less than its carrying amount. These changes are as follows:

Sensitivity analysis
NEXT DOCS ECM EXPERT S.R.L
Change required to
equal the recoverable
amount to the
carrying amount of
the unit
(percentage) 2020
Discount rate 17,1
EBITDA growth rate forecast (5-year average) (15,0)
Sensitivity analysis
NEXT DOCS CONFIDENTIAL S.R.L
Change required to
equal the recoverable
amount to the
carrying amount of
the unit
(percentage) 2020
Discount rate 2,6
EBITDA growth rate forecast (5-year average) (8,8)

Production unit of printed information products in Albania (Inform Albania Sh.p.k)

In accordance with the above principles followed by the Group during the audit of any impairment of goodwill of units in Romania, it also examined the impairment of goodwill allocated to the unit in Albania amounting to 31/12/2020 € 89.339 (2019: 89.339).

The key assumptions are as follows:

2020
Discount rate 8,4%
Residual value growth rate 1,5%
EBITDA growth rate forecast (5-year average) 4,0%

The sensitivity analysis is as follows:

Sensitivity analysis Change required to
equal the recoverable
amount to the carrying
amount of the unit
(percentage) 2020
Discount rate 4,6
EBITDA growth rate forecast (4,7)

D. Development Costs

Development costs are mainly staff payroll costs employed in software development tools that the Group uses to generate economic benefits, either providing services, or by incorporating the technical skills of software used by the Group to produce goods and services.

16. Inventory

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Raw materials and consumables 3.830.345 4.684.889 0 0
Work in progress 0 0 0 0
Finished and semi-finished goods 203.654 449.186 0 0
Merchandise 532.322 683.795 0 0
Prepayments for inventory purchase 383.287 419.978 0 0
Total 4.949.608 6.237.849 0 0

In 2020, inventories of the Group amounts of € 20.651.233 (2019: € 27.252.171) were recognized as cost during the period and were included in "Cost of Sales" of the Group (see relevant note 7(B)).

During 2020, part of the Group's inventories (relating entirely to the Company) recorded at net realisable value lower of acquisition or production cost, as a consequence to burden the results (Other expenses) of an amount of € 75.374 (2019: € 43.695).

17. Trade and other receivables

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Trade receivables 12.851.612 12.576.015 0 0
Minus: Allowance for doubtful accounts (1.194.714) (1.121.488) 0 0
Total trade receivables 11.656.898 11.454.526 0 0
Trade receivables due from related parties 535.254 302.810 1.208.667 1.203.512
Total trade receivables due from related parties 535.254 302.810 1.208.667 1.203.512
Debtors-Prepayments to creditors 94.829 92.272 0 0
Personnel prepayments and loans 84.502 76.319 581 0
VAT and other Tax related receivables 29.105 66.108 0 0
Deffered expenses 326.530 313.428 2.508 0
Other non-financial receivables and assets 40.519 (24.830) 0 0
Other receivables -
non-financial instruments
575.486 523.298 3.089 0
Accruals 141.130 93.791 0 0
Other financial receivables and assets 111.674 393.427 0 0
financial instruments
Other receivables -
252.804 487.218 0 0
Other receivables 828.290 1.010.515 3.089 0
Total 13.020.442 12.767.852 1.211.756 1.203.512
Non-current 27.741 27.521 0 0
Current 12.992.701 12.740.331 1.211.756 1.203.512
13.020.442 12.767.852 1.211.756 1.203.512

Information in relation to exposure to credit risk is included in note 26.

A. Transfer of trade receivables

The companies of the Group have concluded contracts with factoring companies without recourse, according to law 1905/90 as in force. During the fiscal year 2020, the amount of trade receivables assigned to the above factoring companies amounted to € 18,6 million and from this amount the company received a net amount of € 18,4 million. The uncollected amount was € 3,9 million as reflected in the accounts of the factoring companies.

18. Cash and cash equivelants

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Cash at hand 30.626 20.093 23.849 0
Short term bank balances 5.009.119 4.046.765 710.734 1.932.751
Total 5.039.745 4.066.858 734.583 1.932.751

The Group does not hold deposits pledged to secure any obligation.

Equity and liabilities

19. Capital and reserves

A. Share capital and share premium

The Company's share capital is freely traded on the Athens Stock Exchange and in the sector of Industrial Goods & Services / Business Support Services.

The share capital consists exclusively of ordinary shares, fully paid up. In the Company's shares are not included shares with revoke right or preference shares. Moreover, the Company has not issued any bonds or other securities convertible into shares.

The share premium of the Group and the Company comes from previous issuing of shares for cash at a value higher than their nominal value.

The share capital and share premium of the Group and the Company as at December 31, 2020 were as follows:

Value in Euro
Number of
shares
Price/
share
Share
capital
Share
premium
Total
20.578.374 0,62 12.758.592 9.436.797 22.195.388

B. Nature and purpose of reserves

The reserves of the Group and the Company are analyzed as follows:

GROUP
Reserves 31/12/2020 31/12/2019
Translation reserve (2.815.570) (2.436.962)
Revaluation reserve 16.446.306 16.001.048
IAS 19 reserve (234.377) (205.390)
Total 13.396.360 13.358.696
COMPANY
Reserves 31/12/2020 31/12/2019
IAS 19 reserve (52.849) 0
Other reserve 13.074.144 13.074.144

Other reserves of the Company constitute reserves which formed from its realized profits according to the regulations of trade and tax legislation and analyzed as following:

i. Statutory reserve amount € 4.261.895

The statutory reserve is formed under the provisions of Greek Law (4548/2018) in which an amount at least equal to 5% of the profit (after tax) must be transferred to the reserve until it reaches one third of the paid share capital. The statutory reserve is used exclusively to cover losses before each dividend distribution.

ii. Spin-off reserve € 8.803.845

The above reserve was formed due to the spin-off of company's sector and can be used exclusively in accordance with the tax provisions of the Law 4172/2013 and the provisions of commercial Law 4548/2018. An extensive report on the subject is presented in the Information Memorandum of the Group published at 12/11/2019 (www.informlykos.com).

C. Dividends

According to the relevant proposal of the Board of Directors of the Company, the Ordinary General Meeting of the fiscal year 2020 that took place on 09/07/2020 decided to distribute dividend € 0,04 (after tax € 0,038) per share for the fiscal year 2019 for a total of € 823.134,96 before withholding tax. This amount was paid in full in July of the fiscal year 2020.

The Board of Directors of the Company on August 12, 2020 decided to distribute interim dividend for the FY 2020 based on the interim financial statements of the period 01/01/2020 - 30/06/2020. The interim dividend amounted to € 1.028.918,70 before withholding tax, corresponding to an amount of € 0,05 (after taxes € 0,0475) per share. This amount was paid in full in November of the fiscal year 2020.

The Board of Directors of the Company intends to propose to the 39th Ordinary General Meeting of Shareholders, the distribution of dividend.

20. Capital management

The Group's policy is to maintain a strong capital base so as to maintain a high level of confidence of shareholders, creditors and the market, as well as to sustain future development of the business. Management monitors the return on capital and aims at a medium-term performance of dividends to shareholders.

The Board of Directors tries to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital base.

Consistent with others practices in the industry, the Group monitors capital using a leverage ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as "Total debt" (including "current and non-current borrowings" as shown in the Statement of Financial Position) minus" Cash and cash equivalents". Total capital employed is calculated as 'equity' as shown in the statement of financial position plus net debt.

The leverage ratios of 31/12/2020 and 31/12/2019 were as follows:

GROUP
31/12/2020 31/12/2019
Total loan liabilities 23.639.352 24.074.099
Minus: Cash and cash equivalents (5.039.745) (4.066.858)
Adjusted net debt 18.599.607 20.007.241
Total equity 37.368.811 39.410.502
Adjusted net debt to adjusted equity ratio 0,33 0,34

21. Loans and borrowings

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Non-current liabilities
Secured bank loans 3.658.993 5.091.269 0 0
Unsecured bank loans 3.300.000 5.900.000 0 0
Bonds 8.062.500 6.000.000 0 0
Finance lease liabilities 2.541.003 3.261.259 23.332 18.481
17.562.496 20.252.529 23.332 18.481
Current liabilities
Secured bank loans 1.399.743 2.257.601 0 0
Unsecured bank loans 2.022.404 327.841 0 0
Bonds 1.437.500 0 0 0
Finance lease liabilities 1.217.209 1.236.128 13.642 9.951
6.076.856 3.821.570 13.642 9.951

As of December 31, 2020, all contractual terms stipulated in the loan agreements are met.

A. Terms and maturity

The terms and conditions of Group's loans at 31/12/2020 are as follows:

Lender/Bank Currency Nominal
interest
rate
Year of
maturity
Pledge
type
Carrying
amount
Secured bank loans 5.058.737
EUR Robor 3m +
2,9%
2024 Pledge on
receivables
3.266.945
EUR Robor 3m +
2,9%
2024 Pledge on
receivables
1.791.791
Unsecured bank loans 5.322.404
EUR Euribor
6m+3,85%
2021 - 2.000.000
EUR Euribor
1m+3,6%
2023 - 3.300.000
EUR 1Y Euribor +
3,5%
2021 - 22.404

Bonds 9.500.000
EUR Euribor
6m+2,5%
2025 3.500.000
EUR Euribor
3m+3,3%
2027 6.000.000
Finance lease liabilities 3.758.212
EUR 6,0% 2021 Pledge on
leased
378.394
EUR 4,0% 2023 Pledge on
leased
917.924
EUR 5,0% 2023 Pledge on
leased
252.496
EUR 1,5% 2024 Pledge on
leased
632.177
EUR 1Y Euribor +
3,5% >
3,99%
2024 Pledge on
leased
16.911
EUR 5,2% 2025 Pledge on
leased
338.299
EUR 4,5% 2025 Pledge on
leased
49.903
EUR 1Y Euribor +
3,5% >
3,99%
2025 Pledge on
leased
27.580
EUR 1,8% 2026 Pledge on
leased
587.622
IFRS 16 Less than 1 year 208.311
More than 1 year 348.596
23.639.352

For the coverage of secured loans, there are encurmbances of an amount € 2,6 million.

B. Finance lease liabilities

Finance lease liabilities are payable as follows:

GROUP
Future
minimum
lease
payments
2020
Interest
2020
Present
value of
minimum
lease
payments
2020
Future
minimum
lease
payments
2019
Interest
2019
Present
value of
minimum
lease
payments
2019
Less than one year 1.330.211 113.002 1.217.209 1.229.133 120.609 1.108.524
Between one and five years 2.709.343 168.340 2.541.003 3.194.831 233.203 2.961.628
More than five years 0 0 0 15.968 3 15.965
4.039.553 281.342 3.758.212 4.439.932 353.815 4.086.117
COMPANY
Future
minimum
lease
payments
2020
Interest
2020
Present
value of
minimum
lease
payments
2020
Future
minimum
lease
payments
2019
Interest
2019
Present
value of
minimum
lease
payments
2019
Less than one year 14.785 1.143 13.642 15.788 718 15.070
Between one and five years 24.553 1.221 23.332 13.809 447 13.362
More than five years 0 0 0 0 0 0
39.338 2.364 36.974 29.597 1.165 28.432

22. Trade and other payables

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Trade payables 11.630.725 11.087.758 59.923 0
Accrued expenses 660.460 303.018 0 0
Trade payables 12.291.185 11.390.777 59.923 0
Other trade payables due to related parties 361.496 1.517.414 216.530 1.265.986
Trade payables due to related parties 361.496 1.517.414 216.530 1.265.986
Social security 410.212 421.228 25.615 291.589
Wages and salaries payable 159.169 154.046 0 0
Accruals - personnel related 106.187 48.436 0 0
VAT payable and other taxes 683.355 552.483 129.062 578.089
Other non-financial payables 38.963 45.448 38.976 22.183
Other payables -
non-finanacial instruments
1.397.886 1.221.641 193.652 891.861
Dividends payable 47.358 695.722 23.631 20.417
Accruals 221.999 251.910 0 16.410
Other financial payables 87.262 53.426 0 0
Other payables - financial instruments 356.619 1.001.059 23.631 36.828
Other payables 1.754.505 2.222.700 217.284 928.688
Total 14.407.185 15.130.890 493.737 2.194.674
Non current 16.883 23.265 16.883 0
Current 14.390.302 15.107.625 476.854 2.194.674
14.407.185 15.130.890 493.737 2.194.674

Information about the Group's exposure to currency and liquidity risk is included in note 26.

23. Contract assets

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Contract assets 1.275.001 1.337.474 0 0
Total 1.275.001 1.337.474 0 0

In application of IFRS 15, the total contract assets of the Group amounting to € 1.275.001 represent uninvoiced amounts related to contracts of production of products, which are classified as products without alternative use (custom-made), as they are designed specifically for the customer such as personalized bank cards, bank account statements, telecommunication statements, personalized security forms and other similar products, as presented below:

31/12/2020 31/12/2019
Personalised security forms 911.955 997.788
Personalised statements 290.935 287.728
Personalised cards 72.111 51.959
1.275.001 1.337.474

24. Contract liabilities

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Contract liabilities 493.241 205.135 0 0
Total 493.241 205.135 0 0

The above contract liabilities concern advances of contracts with customers.

25. Provisions

GROUP
Litigations
costs *
Total
Balance at 1 January 2020 285.948 285.948
Provisions 505.182 505.182
Exchange rate differences (5.291) (5.291)
Balance at 31 December 2020 785.838 785.838
Non current 0 0
Current 785.838 785.838
785.838 785.838

*Please refer to note 31.

Financial instruments

26. Financial instruments – Fair values and risk management

A. Accounting classification and fair value

The following table shows the carrying amounts of the financial instruments of the Group. The specific financial assets and liabilities are not measured at fair value:

31/12/2020 Financial
assets
measured at
amortised
cost
GROUP
Carrying amount
Financial
assets
measured at
amortised
cost
Total
Financial assets not measured at fair values
Trade and other receivables
Cash and cash equivalents
12.444.956
5.039.745
0
0
12.444.956
5.039.745
17.484.702 0 17.484.702
Financial liabilities not measured at fair values
Bank loans
Finance lease liabilities
Trade payables
0
0
0
19.881.140
3.758.212
13.009.300
19.881.140
3.758.212
13.009.300
0 36.648.652 36.648.652
31/12/2019 Financial
assets
measured at
amortised
cost
Total
Financial assets not measured at fair values
Trade and other receivables
Cash and cash equivalents
12.244.554 0 12.244.554
4.066.858
16.311.412
0
0
4.066.858
16.311.412
Financial liabilities not measured at fair values
Bank loans
Finance lease liabilities
Trade payables
0
0
0
19.576.711
4.497.387
13.909.249
19.576.711
4.497.387
13.909.249
0 37.983.348 37.983.348

B. Risk management

The Group has exposure to various risks arising from financial instruments. Financial assets and financial liabilities of the Group by category are summarized in note 26 (A). The main types of these risks are the following:

  • Credit Risk
  • Liquidity Risk
  • Market Risk

i. Risk management framework

Risk management is coordinated at group level, in close cooperation with the Board of Directors and is focused primarily on actively ensuring short and medium-term cash inflows by minimizing exposure to volatile financial markets.

The Group does not actively participate in the purchase or sale of financial instruments for profit. The major risks to which the Group is exposed are described below.

ii. Credit risk

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. Further details of revenue collection are included in note 7.

Trade receivables

In managing credit risk, the Board of Directors formulates the procedures and policies necessary for the effective prevention and management of credit risk.

The Board of Directors, in collaboration mainly with General, Finance and Commercial Division:

  • Establish and apply credit control procedures in order to minimize credit risk and immediately covering claims with promissory notes.
  • Assess the needs of the Group's equity for credit risk.
  • Carry out the separation of assets and other exposure requirements overdue and doubtful debts (impaired).
  • Check the requirements, either individually or by group, and incorporates this information to the controls of credit control.
  • Determine the amounts of required impairments for doubtful debts.
  • Identify policies and valuation procedures and management processes of any collaterals.
  • Analyze the various categories of exposures based on their residual maturity.
  • Evaluate the collateral provided for the Group.
  • Check the integrity, reliability and accuracy of the data sources used and the procedure of such date version.
  • Evaluate in cooperation with the Commercial Division, the creditworthiness of the counterparties clients.

To reduce credit risk, are taken into account the creditworthiness of the counterparty, the risk of the country and the economy of the area in which it operates, as well as qualitative and quantitative characteristics.

It is noted, that sales related to the vast majority and wholesale sales to customers with credit history and with great dispersion in their balances. The Group's policy is to work only with reputable clients.

Finally, the Group applies the simplified approach for customer receivables and contract assets for the calculation of expected credit losses. Therefore, in every reference date, the Group measures the provision for a financial instrument for an amount equal to the expected credit losses over the lifetime. For determining the expected credit losses, a chronological analysis and percentages table is applied using historical data and reasonable assumptions.

At 31 December 2020, the maximum exposure to credit risk for trade and other receivables by geographic region was as follows:

Trade receivables per country Gross amount
2020
Expected
credit loss
allowance
(ECL)
Credit
impaired
Total
allowance
Net amount
2020
Romania 8.451.080 (9.527) (239.024) (248.551) 8.202.528
Greece 3.442.512 (375.634) (559.773) (935.406) 2.507.106
Austria 443.172 0 (10.738) (10.738) 432.434
Albania 197.805 0 0 0 197.805
Morocco 191.703 0 0 0 191.703
Spain 64.055 0 0 0 64.055
Bulgaria 44.699 0 0 0 44.699
Cyprus 12.808 0 0 0 12.808
Other Countries 3.778 (18) 0 3.760 (364)
Total 12.851.612 (385.178) (809.535) (1.194.714) 11.656.898

At 31 December 2020, the ageing of trade and other receivables that were not impaired was as follows:

31/12/2020
Current - not past due 7.729.475
Past due 1 - 30 days 1.418.231
Past due 31-90 days 986.512
Past due 91-120 days 194.925
Past due more than 121 days 1.327.755
11.656.898

The movement of the provisions of financial assets is as follows:

Balance at 31 December 2018 (1.096.308)
Provision for expected credit losses (40.903)
Provision for uncollected receivables (100.498)
Utilization of provision 116.221
Balance at 31 December 2019 (1.121.488)
Provision for expected credit losses (51.311)
Provision for uncollected receivables (41.205)
Utilization of provision 19.290
Balance at 31 December 2020 (1.194.713)

Based on the simplified approach in the context of estimating expected credit losses, the Group uses a relevant "provision matrix", in which all uncollected trade receivables of the Group are classified in:

  • Seven (7) basic categories concerning areas of activity with common characteristics in terms of credit risk (e.g. degree of credit risk, existence of collateral, etc.) and

  • Six (6) subcategories depending on the age of each receivable (1-30, 31-60,61-90,91-180, 180-360, 360+).

Then for each subcategory using the relevant percentages, the expected credit losses are calculated. These percentages are adjusted in each reporting period based on updated historical data of 5 years.

With the above mentioned methodology, the expected credit losses were calculated for each category and each reporting period as follows:

Client category 31/12/2020 31/12/2019
(thousand of €)
Telecommunication sector 0 0
Financial sector 17 11
Public sector 112 112
Utilities sector 19 18
Private sector 158 144
Exports sector 26 20
Intercompany sector 53 39
Total 385 344

In addition to the above expected credit losses, some receivables have been impaired as they have become uncollectible. The total amount as at 31/12/2020 amounted to € 810 thousand (2019: 777 thousand).

Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term, easy liquidated investments that are convertible into cash and are so near maturity, that present insignificant risk of changes to the valuation at the time of liquidation.

iii. Liquidity risk

Liquidity risk is the risk that the Group faces difficulty in paying its liabilities. The Group manages its liquidity needs by monitoring the contractual payments on the debt for the long-term financial liabilities, and the cash flow forecasts and outputs needed for daily operations. Liquidity needs are monitored in various time bands, on a daily and weekly basis and on the basis of a rolling projection of 30 days. Long-term liquidity needs are determined monthly for a period of 180 and 360 days. Net cash requirements are compared to available borrowing limits, to determine the maximum amount or any deficiencies. This analysis shows that available borrowing limits are expected to be adequate.

The Group aims to maintain cash and deposits to meet its liquidity needs for periods of 30 days at least. The objective is met for the reporting periods. Funding for long-term liquidity needs is ensured in addition by an adequate amount of committed credit facilities. Emphasis is given on proper management of inventories, receivables and liabilities in order to provide the maximum of liquidity to the Group.

Exposure to liquidity risk

At 31 December 2020, the Group's financial liabilities (not derivatives) have contractual maturities (including interest payments where applicable) as summarized below:

31 December
2020
Carrying
amount
Total 2021 2022 2023 2024 2025 2026 2027 and
later
Financial liabilities
Secured bank loans
5.058.737 5.342.408 1.533.157 1.496.233 1.454.050 858.969 0 0 0

36.287.156 38.444.527 17.913.677 2.892.195 5.712.989 1.946.895 1.786.890 1.095.074 1.754.400
financial instruments 356.619 356.619 356.619 0 0 0 0 0 0
Other payables -
Trade payables 12.291.185 12.291.185 12.291.185 0 0 0 0 0 0
Finance lease
liabilities
3.758.212 4.039.553 1.330.211 1.361.832 714.101 404.683 220.052 8.674 0
Bonds 9.500.000 10.658.500 1.717.000 1.411.563 1.580.088 1.542.213 1.566.838 1.086.400 1.754.400
Unsecured bank loans 5.322.404 5.756.262 2.218.662 118.800 3.418.800 0 0 0 0

iv. Market risk

In relation to the market risk arising from the general market conditions, the Group has reduced exposure to this risk due to the geographical dispersion of an equal allocation of sales between Greece, Romania and Other Countries with major exposure in Central and Eastern Europe. An important part of these sales is addressed to the financial sector, especially in Banks. The ongoing economic downturn makes the markets in which the Group operates more vulnerable. However, the products produced for the private and government organizations are essential both for their daily operations and for their development. In addition the Group has achieved significant reductions in operating costs. As a result Group is highly competitive and can provide the high level of products and services in competitive prices.

The Group is not using derivatives to manage market risks.

In relation to the risks arising from volatility in interest and exchange rates:

Currency risk

The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of Group companies. The functional currency of Group companies is primarily the Euro (EUR). The currencies in which these transactions are primarily denominated as shown in the following table are mainly RON.

Exposure to currency risk

The summary quantitative data about the Group's exposure to currency risk as reported to the management of the Group is as follows:

31 December 2020 EUR
RON
ALL
USD
Total
Trade receivables 3.788.995 8.291.186 111.971 0 12.192.152
Other receivables 545.623 254.361 28.305 0 828.290
Cash and cash equivalents 4.127.263 862.910 49.431 141 5.039.745
Bank loans (23.426.039) (213.313) 0 0 (23.639.352)
Trade payables (3.955.816) (8.604.980) (91.885) 0 (12.652.681)
Other payables (1.162.623) (558.920) (32.962) 0 (1.754.505)
Net statement of financial
position exposure (20.082.596) 31.243 64.862 141 (19.986.351)

Exposure to currency fluctuations is mainly in the exchange differences arising on the incorporation in the consolidated financial statements of the financial statements of the Group's subsidiaries in Romania and their conversion from functional currency RON to presentation currency EUR.

Sensitivity analysis

A reasonable change of the Romanian RON against the Euro would result about the following changes:

RON (10% increase) 2020
Earnings before taxes (166.806)
Equity (2.036.012)
RON (10% decrease) 2020
Earnings before taxes 203.874

Interest rate risk

Interest rate risk is the risk of the results from the fluctuation of interest rates.

Exposure to interest rate risk

The interest rate profile of the Group's interest-bearing financial instruments as reported to the management of the Group is as follows:

2020
Variable - rate instruments
Cash and cash equivalent 5.039.745
Loans 23.639.352
28.679.097

Sensitivity analysis

A reasonable change in interest rates in the range of +/- 100bp would result the following changes in the income before taxes and equity of the Group:

Profit or loss 2020
100bp increase 236.394
100bp decrease (236.394)
Equity, net of tax
100bp increase 179.659
100bp decrease (179.659)

Group composition

27. List of subsidiaries

Set out below is a list of all subsidiaries of the Group as at 31/12/2020:

Company Country Participation
percentage
Consolidation
method
Participation
relationship
INFORM P. LYKOS HOLDINGS S.A. Greece Parent - Parent
LYKOS PAPERLESS SOLUTIONS S.A. Greece 99,91% Full Direct
INFORM LYKOS (HELLAS) S.A. (former INFORM
LYKOS (HELLAS) SINGLEMEMBER S.A.)
Greece 99,99% Full Direct
INFORM ALBANIA Sh.p.k Albania 75,50% Full Direct
TERRANE LTD Cyprus 100,00% Full Direct
S.C. INFORM LYKOS S.A. Romania 99,99% Full Indirect
COMPAPER CONVERTING S.A. Romania 97,44% Full Indirect
NEXT DOCS ECM EXPERT S.R.L. (former SISTEC
NEXT DOCS S.R.L.)
Romania 65,07% Full Indirect
NEXT DOCS CONFIDENTIAL S.R.L. (former SISTEC
CONNFIDENTIAL S.R.L.)
Romania 65,44% Full Indirect

The investments in subsidiaries are analyzed as follows:

Investments in subsidiaries 31/12/2020 31/12/2019
TERRANE LTD 20.402.500 20.402.500
INFORM LYKOS (HELLAS) S.A. (former INFORM
LYKOS (HELLAS) SINGLEMEMBER S.A.)
14.295.632 12.994.001
LYKOS PAPERLESS SOLUTIONS S.A. 0 1.301.631
INFORM ALBANIA Sh.p.k 317.000 317.000
35.015.132 35.015.132

For each reporting period of the financial statements (as defined in paragraph 9 IAS 36), the Group assesses whether and to what extent any indication of asset impairment is present. If any such indication arises, a relevant assessment of the recoverable amount of the asset shall be made. During the above assessment of investments in subsidiaries, in the context of the preparation of the consolidated financial statements of 31/12/2020, no indication of material impairment arose.

In December 2020, the merger of the societes anonymes of the Group, INFORM LYKOS (HELLAS) SA and LYKOS PAPERLESS SOLUTIONS S.A. took place by absorbion of the second from the first according to the provisions of Law 4601/2019, Law 4548/2018 and Law 4172/2013. The merger of the two companies was carried out in the context of an intercompany transformation, by consolidating the assets and liabilities of the Acquired company, as they appear in the Transformation Balance Sheet of June 30, 2020, with the assets and liabilities of the Absorbing Company and their transfer as balance sheet items of the latter.

As described in note 34 below, on February 18, 2021, INFORM LYKOS Romania (INFORM LYKOS S.A.), a subsidiary of INFORM P. LYKOS S.A. HOLDINGS, increased its majority stake in the share capital of NEXT DOCS ECM EXPERT S.R.L. and NEXT DOCS CONFIDENTIAL S.R.L., which are already members of the Group. Specifically, INFORM LYKOS Romania now owns 80.59% of NEXT DOCS ECM EXPERT S.R.L. and 80% of NEXT DOCS CONFIDENTIAL S.R.L. The purchase price of 15.52% and 14.55% respectively of the above-mentioned companies amounted to 1.3 million euros.

28. Non - controlling interests (NCI)

The Group does not include subsidiary with material non-controlling interests.

Other disclosures

29. Operating leases

Leases are classified as finance lease, when the terms of the relevant contracts transfer substantially all the risks and benefits of the object which is rented to the lessee. Leases where substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases (net of any incentives received from the lessor) and are charged to the income statement on a straight line basis over the term of the lease.

Group does not lease important contracts in terms of duration or value except those relating to property leases with related companies.

At December 31st, the future minimum finance lease payments are set out in note 21 (Β).

30. Commitments

The Group has not entered into important commitments apart from those mentioned in subsections (loans, finance lease contracts etc.).

31. Contingencies

The expenses of the Group include an amount of € 509 thousand (see note 7 (f)) which concerns a fine imposed and awarded by the Competition Council of Romania which was not covered by a relevant provision. The fine amounted to a total of € 800 thousand and was imposed in 2016 on the subsidiary of the Inform Lykos S.A. Group (ILR) based in Romania. On the initial imposition and given that the management was convinced that the Group had followed the competition law in this case and that the verdict was unjustified and disproportionate, it had appealed to the courts in the first and second degree. Finally, on December 2, 2020, the Supreme Court of Romania rejected the Company's refutation with a final and binding court decision. It should be noted that the Group during the year 2016 had formed a provision of € 300 thousand to cover the risk of imposing the estimated fine.

The Management is currently assessing the possibility that the Group to recourse according to the European Convention for the Human Rights (ECHR) to the European Court of Human Rights for breach of rules of that Convention.

Besides the aforementioned case, there are no other judicial or legal claims that are expected to affect significantly the financial position of the company as at 31/12/2020.

For the Greek companies of the Group, for the years 2011-2019, an unqualified conclusion formed from the conducted tax audits, in accordance with the provisions of Article 82, par. 5, of Law 2238/1994 and Article 65a of Law 4174/2013.Tax audit regarding fiscal year 2020 is in progress although the Group Management does not expect a significant tax burden when the audit is completed and for this reason has not recognized a relevant provision.

Regarding subsidiaries and related companies, they have not been tax inspected by tax authorities for the years, presented below, and therefore, their tax liabilities in respect of these years have not been finalized:

Company Domicile Tax
unaudited
years
INFORM P. LYKOS S.A. HOLDINGS Greece 2020
LYKOS PAPERLESS SOLUTIONS S.A. Greece 2020
INFORM LYKOS (HELLAS) S.A. (former INFORM
LYKOS (HELLAS) SINGLEMEMBER S.A.)
Greece 2020
INFORM ALBANIA Sh.p.k Albania 2011-2020
TERRANE L.T.D Cyprus 2015-2020
S.C. INFORM LYKOS S.A. Romania 2005-2020
COMPAPER CONVERTING S.A. Romania 2005-2020
NEXT DOCS ECM EXPERT S.R.L. (former SISTEC
NEXT DOCS S.R.L.)
Romania 2008-2020
NEXT DOCS CONFIDENTIAL S.R.L. (former SISTEC
CONNFIDENTIAL S.R.L.)
Romania 2010-2020

Apart from the aforementioned, there are no other cases of contingent liabilities or contingent receivables which could significantly affect the Group or the Company's financial position or operation.

Encumbrances

There are encumbrances on the Group's fixed assets with value of € 2,6 million in order to cover loan obligations. There are no encumbrances on the parent company's fixed assets.

32. Audit fees

Auditors' fees for the independent external audit of the Group's financial statements for the year 2020 amounted to € 141 thousand. Also, fees related to non-audit services amounted to € 28 thousand.

33. Related parties

Within the framework of the operational and investment activity of the Group, certain earnings, assets or liabilities concern other than others, related companies or individuals persons. These transactions are realised in commercial base and according to the laws of market. The Group did not participate in any transaction of uncommon nature or content that is material to the Group, or the companies and the individuals closely connected with it, and does not aim to participate in such kind of transactions in the future.

The table below presents analytically all the transactions between the Company and the related parties during the fiscal years 2020 and 2019 as well as the balances arising from these transactions as at 31/12/2020 and 31/12/2019 respectively:

Sales of goods or services

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Subsidiaries 0 0 1.157.984 774.006
Other related parties 1.570.846 471.968 0 146.716
Total 1.570.846 471.968 1.157.984 920.722

Purchases of goods or services

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Subsidiaries 0 0 0 1.602.690
Other related parties 4.888.004 2.275.350 0 2.239.867
Total 4.888.004 2.275.350 0 3.842.557

Granted loans

GROUP COMPANY
2020 2019 2020 2019
Subsidiaries 0 0 0 0
Total 0 0 0 0

Balances of receivables from sales of goods or services

GROUP COMPANY
2020 2019 2020 2019
Subsidiaries 0 0 1.208.667 41.510
Other related parties 535.254 216.396 0 0
Total 535.254 216.396 1.208.667 41.510

Balances of liabilities from purchases of goods or services

GROUP COMPANY
2020 2019 2020 2019
Subsidiaries 0 0 216.530 1.265.986
Other related parties 361.496 287.466 0 0
Total 361.496 287.466 216.530 1.265.986

Income from dividends

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Subsidiaries 0 0 2.500.000 1.162.002
Other related parties 0 18 11 18
Total 0 18 2.500.011 1.162.020

Balances of receivables from key executives

GROUP COMPANY
2020 2019 2020 2019
Key executives 0 0 0 0
Total 0 0 0 0

Balances of liabilities to key executives

GROUP COMPANY
2020 2019 2020 2019
Key executives 0 0 0 0
Total 0 0 0 0

Remuneration of key executives

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Key executives 453.765 490.129 453.765 490.129
Total 453.765 490.129 453.765 490.129

Remuneration of non-executive members of the Board of Directors

GROUP COMPANY
01/01 -
31/12/2020
01/01 -
31/12/2019
01/01 -
31/12/2020
01/01 -
31/12/2019
Non-executive members of the Board of Directors 190.869 42.674 190.869 42.674
Total 190.869 54.674 190.869 42.674

34. Subsequent events

On February 10, 2021, INFORM P. LYKOS SA HOLDINGS signed an agreement for the acquisition of a majority stake of 56.5% of the share capital and at the same time the acquisition of control of the Cypriot company CLOUDFIN LTD at a price of 1 million euro. With this investment, INFORM expands the range of services provided to its existing customers and the ability to reach new customers, providing management, automatic identification and registration services (Process Automation), all types of invoices and other documents (purchase documents, expenses, contracts, etc.) using Machine Learning (ML) and connection with ERP systems. In addition, through the investment, INFORM will provide Document Management services, including electronic archiving, as well as document recognition products for Know Your Customer / Business (KYC / KYB) processes, with authentication control and extraction of data from identification documents (IDs, passports, driving licenses), tax, corporate and utility documents.

On February 18, 2021, INFORM LYKOS Romania (INFORM LYKOS S.A.), a subsidiary of INFORM P. LYKOS SA HOLDINGS, increased its majority stake in the share capital of NEXT DOCS ECM EXPERT S.R.L. and NEXT DOCS CONFIDENTIAL S.R.L., who are already members of the Group. Specifically, INFORM LYKOS Romania now owns 80.59% of NEXT DOCS ECM EXPERT S.R.L. and 80% of NEXT DOCS CONFIDENTIAL S.R.L. The purchase price of 15.52% and 14.55% respectively of the above mentioned companies amounted to 1.3 million euros.

The activities of NEXT DOCS companies are related to the provision of document management services (including electronic archiving, workflow and business process development, meter reading, indexing, creation of internal documents, procedural control and access), as well as physical archiving and certification secure destruction of documents.

Apart from the aforementioned events, there are no other events subsequent to 31/12/2020 that could have a significant impact on the financial statements of the Group.

Accounting Policies

35. Basis of measurement

The attached separate and consolidated financial statements have been prepared on the historical cost basis except for the assets, which are measured on fair values and are described in the relevant note 4(v).

36. Changes in accounting policies

(a) New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2020.

Revision of the Conceptual Framework for Financial Reporting (effective for annual periods starting on or after 01/01/2020)

In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Conceptual Framework), the objective of which was to incorporate some important issues that were not covered, as well as update and clarify some guidance that was unclear or out of date. The revised Conceptual Framework includes a new chapter on measurement, which analyzes the concept on measurement, including factors to be considered when selecting a measurement basis, concepts on presentation and disclosure, and guidance on derecognition of assets and liabilities from financial statements. In addition, the revised Conceptual Framework includes improved definitions of an asset and a liability, guidance supporting these definitions, update of recognition criteria for assets and liabilities, as well as clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting. The amendments do not affect the consolidated Financial Statements.

Amendments to References to the Conceptual Framework in IFRS Standards (effective for annual periods starting on or after 01/01/2020)

In March 2018, the IASB issued Amendments to References to the Conceptual Framework, following its revision. Some Standards include explicit references to previous versions of the Conceptual Framework. The objective of these amendments is to update those references so that they refer to the revised Conceptual Framework and to support transition to the revised Conceptual Framework. The amendments do not affect the consolidated Financial Statements.

Amendments to IAS 1 and IAS 8: "Definition of Material" (effective for annual periods starting on or after 01/01/2020)

In October 2018, the IASB issued amendments to its definition of material to make it easier for companies to make materiality judgements. The definition of material helps companies decide whether information should be included in their financial statements. The updated definition amends IAS 1 and IAS 8. The amendments clarify the definition of material and how it should be applied by including in the definition guidance that until now has featured elsewhere in IFRS Standards. The amendments do not affect the consolidated Financial Statements.

Amendments to IFRS 9, IAS 39 and IFRS 7: "Interest Rate Benchmark Reform" (effective for annual periods starting on or after 01/01/2020)

In September 2019, the IASB issued amendments to some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the Interest Rate Benchmark reform. The amendments are designed to support the provision of useful financial information by companies during the period of uncertainty arising from the phasing out of interest – rate benchmarks such as interbank offered rates (IBORs). It requires companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments do not affect the consolidated Financial Statements.

Amendments to IFRS 3: "Definition of a Business" (effective for annual periods starting on or after 01/01/2020)

In October 2018, the IASB issued narrow-scope amendments to IFRS 3 to improve the definition of a business. The amendments will help companies determine whether an acquisition made is of a business or a group of assets. The amended definition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. In addition to amending the wording of the definition, the Board has provided supplementary guidance. The amendments do not affect the consolidated Financial Statements.

Amendments to IFRS 16 "Leases" Covid-19 – Related Rent Concessions (effective for annual periods starting on or after 01/06/2020)

In May 2020, the IASB issued amendments to IFRS 16 that provide lessees with an exemption from assessing whether a Covid-19-related rent concession is a lease modification. More specifically, the amendments clarify that if certain conditions are met, lessees are not required to assess whether particular Covid-19-related rent concessions are lease modifications. Instead, lessees that apply the practical expedient, would account for those rent concessions as if they were not lease modifications. It applies to Covid-19-related rent concessions that reduce lease payments due on or before June 30, 2021. The amendments do not affect the consolidated Financial Statements.

37. Significant accounting principles

Except for the changes explained in note 36, the Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.

A. Basis of Consolidation

i. Business Combination

The Group accounts for business combinations using the acquisition method when control is transferred to the Group (see (A) (ii)). At the date of acquisition the Group recognizes separately from goodwill, the recognized assets acquired, the liabilities incurred and any non-controlling participations to the merged subsidiary. The recognized assets and the liabilities incurred should satisfy the definitions of assets and liabilities in the framework of preparation and presentation of Financial Statements at the date of acquisition, in order to fulfil the criteria of recognition by the purchase method. The Group measures the acquired recognized assets and the liabilities incurred at fair values at the date of acquisition. The amount paid in return for the acquisition is measured at fair value, which is estimated as the sum of fair value at the date of acquisition of the assets by the Group, the liabilities incurred if any to the previous owners and non-controlling interests of the Group.

A cash element, receivable by or payable to a foreign activity, whose settlement has not been programmed or expected to be in the near future, consists, practically, a part of the net investment of the Group in this activity. Long-term receivables or loans and borrowings are included in such cash elements. These elements do not include trade receivables or payable accounts.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as net equity, then it is not remeasured and settlement is accounted for within net equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

i. Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of the parent company and its subsidiaries, used for the preparation of consolidated financial statements, are prepared at the same reference date.

Consolidated financial statements are prepared based on uniform accounting policies for similar transactions and other events, under similar conditions. Accounting principles of subsidiaries are modified, if required, in order to be uniform to those adopted by the Group.

In its separate financial statements, the Company accounts for investments in subsidiaries at acquisition cost less potential impairment.

ii. Non-controlling interests

NCI are measured at their proportionate share of the acquiree's identifiable fair value of net assets at the date of acquisition.

Changes in the Group's rights in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

iii. Loss of control

When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. A potential gain or loss is recognized in profit or loss.

iv. Participations in net equity of companies

The Group does not include participations in associates or joint ventures, therefore it does not include equity participations in other companies.

v. Intra-group transactions eliminated on consolidation

Intra-group balances and transactions and any unrealized income and expenses arising from intra-group transactions, are eliminated.

B. Foreign currency

The elements of financial statements of the Group companies are measured using the currency of the economic environment in which every entity operates (the functional currency). The financial statements are presented in Euro € which is the functional and presentation currency of the parent. The functional currency of subsidiaries is also the Euro €, except for the subsidiary in Romania, where the functional currency is the Romanian RON and the subsidiary in Albania, where the functional currency is the ALL.

i. Foreign currency transactions

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognised in profit or loss. Non-monetary assets that are measured based on historical cost in a foreign currency are not translated.

However, foreign currency differences arising from the translation of the following items are recognised in OCI:

  • Available-for-sale equity investments (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to profit or loss).
  • A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective.
  • Qualifying cash flow hedges to the extent that the hedges are effective.

ii. Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro at the exchange rates at the dates of the transactions.

Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI.

iii. Hedge of a net investment in foreign currency

The Group does not use risk hedging for foreign currency differences arising between the functional currency of the foreign operation and the Company's functional currency.

C. Discontinued operations

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

  • represents a separate major line of business or geographic area of operations
  • is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations
  • is a subsidiary acquired exclusively with a view to re-sale

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-forsale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI are re-presented as if the operation had been discontinued from the start of the comparative year.

D. Revenue

Revenue: Revenues comprise the fair value of sale of goods and render of services, net of value added tax, rebates and discounts. Revenues within the Group are eliminated fully.

The Group recognizes revenue when (or as) satisfies the obligation to execute a contract by transferring a promised good or services to a client. A promised good or services are transferred when (or as) the customer acquires control of that item. The customer acquires control of the good or service when it can direct its use and take substantially all the remaining benefits from the good or service. Control is passed over a period or at a specific time.

The recognition of revenues is as follows:

Sales of goods: Revenue from the sale of goods is recognized when the control of the good is transferred to the customer and there is no unfulfilled obligation that could affect the acceptance of the good by the customer.

Revenue from services: Revenue from services is accounted for in the period in which the services are rendered, based on the stage of completion of the service rendered in relation to all the services provided.

The customer requirement is recognized when there is an unconditional right for the entity to receive the consideration for the contractual obligations performed to the customer.

A contract asset is recognized when the Group executes its contractual obligations by transferring goods or services to a customer before the client pays the consideration or before the payment is due.

The contract liability is recognized when the Group receives a consideration from the customer or when it reserves the right to a price that is unconditional (deferred income) before the performance of the contract's obligations and the transfer of the goods or services. The Group ceases to recognize the contractual obligation (and recognizes revenue) when it transfers the goods or services in question and thus fulfills the obligation to execute.

Interest income: Interest income is recognized on a time proportion basis using the effective interest rate.

Dividends: Dividends are recognized as income when is established the right to receive them.

E. Employee benefits

i. Short-term benefits

Short-term employee benefits include:

  • Wages, salaries and social security contributions
  • Short term compensated absences, such as annual paid leave and sick paid leave when the absences are expected to happen in the next 12 months, after the end of the year in which the employees offer the relevant service.
  • Profit appropriation and exceptional benefits paid in the next 12 months after the end of the year, in which the employees offer the relevant service
  • Non-monetary benefits (like medical care, residence, cars and free or subsided goods or services) for current employees.

Short-term employee benefits (except for termination of employment benefits) monetary and in kind are recognized as an expense when they accrue. Any unpaid amount is recorded as a liability, while in the case where the amount paid exceeds the amount of services rendered, the

company recognizes the excess amount as an asset (prepaid expense) only to the extent that the prepaid expense will lead to a reduction of future payments or to reimbursement.

ii. Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in potential, future payments is available.

iii. Defined benefit plan

The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by an independent qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

iv. Other long-term employee benefits

The Group's net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That future benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.

v. Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

F. Government Grants

Government Grant is a financial aid provided by the State in a form of a fund transfer to a company, in return to its direct compliance by certain conditions regarding its operations. Government grants which cannot be evaluated because of their form, are not included to the above concept and the same applies to the transactions with the State which cannot be separated from the usual transactions of the company.

Grants regarding assets are government grants with a basic condition that in order for a company to be entitled for it, must buy, construct or acquire by any other way, usefully long lived assets.

Grants regarding income are government grants not related to the acquisition of assets.

The Group recognizes government grants which satisfy cumulative the following criteria: a) there is a concluded certainty that the company complies or is about to comply with the conditions of the grant and b) the amount of the grant has been received or is thought possible to be received. Grants are recorded at fair value and recognized systematically as income, based on the principle of relating grants to the respective costs that they finance.

Grants regarding assets are included in the long-term liabilities as income of following years and systematically recognized as income during the useful life of the fixed asset.

G. Income Tax

Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

i. Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years.

Current tax assets and liabilities are offset only if certain criteria are met.

ii. Deffered Tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.

Temporary differences related to investments in subsidiaries, associates and joint ventures to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not be reversed in the foreseeable future.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that will arise from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the Group has not rebutted this presumption.

Deferred tax assets and liabilities are offset only if certain criteria are met.

H. Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity of the unit. Cost of inventories does not include any financial expenses.

I. Property, plant and equipment

i. Recognition and measurement

Property, plant & equipment used for production, disposal of goods or services, or for cover of needs of administrative services of Company, are presented in the balance sheet at their readjusted values, less their accumulated depreciation and potential impairment. The management decides on readjustments of value of these assets at intervals, so that the balances in the statement of Financial Position do not essentially differ from fair values as at reporting date.

When the carrying amount of property, plant & equipment is increased by a re-adjustment, this increase will be recorded in the statement of comprehensive income and then accumulated to equity as a readjustment surplus. In case the accounting value of buildings or land is reduced in the future following a readjustment, this reduction will be recorded in the statement of comprehensive income up to the amount of the existing credit balance of readjustment surplus. Any excess of impairment loss over this surplus will be recorded in the income statement.

The remaining categories of tangible assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will inflow to the Group.

iii. Depreciation

Depreciation is calculated to write off the acquisition cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative years are as follows:

Years
Buildings 20-50
Plant and machinery 3-20
Means of transport 10
Other equipment 3-20

The residual values and useful economic lives of tangible fixed assets are subject to reassessment at every date of balance sheet. When an asset's carrying amount is higher than its estimated recoverable amount, the difference (devaluation) is carried directly to the income statement as an expense.

i. Reclassification from investment property to owner-occupied property

For a transfer from investment property carried at fair value to owner-occupied property or inventories, the property's deemed cost for subsequent accounting shall be its fair value at the date of change in use.

J. Intangible assets and Goodwill

i. Recognition and measurement

Element Measurement
Goodwill Goodwill arising on the acquisition of subsidiaries is measured at cost less
accumulated impairment losses.
Research and development
expenses
Expenditure on research activities is recognised in profit or loss as incurred.
Development expenditure is capitalised only if the expenditure can be measured
reliably, the product or process is technically and commercially feasible, future
economic benefits are probable and the Group intends to and has sufficient
resources to complete development and to use or sell the asset. Otherwise, it is
recognised in profit or loss as incurred. Subsequent to initial recognition,
development expenditure is measured at cost less accumulated amortisation and
any accumulated impairment losses.
Customer relationships Customer relationships are part of assets acquired through Group's business
combinations. Fair value was recognized by the income approach (in the particular
multi-period excess earnings method). After the initial recognition, the Group
measures the above assets at cost minus any accumulated depreciation and any
impairment losses.
Other intangible assets Other intangible assets, which are mainly software licenses when acquired by the
Group and have a limited useful life are measured at acquisition cost less
accumulated amortisation and any accumulated impairment losses.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

iii. Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Goodwill is not amortised but tested (at least) annually for impairment according to IAS 36.

The estimated useful lives for current and comparative years are as follows:

Years
Development costs 2-5
Software licenses 5-10
Customer Relations 10-15

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

K. Investment property

Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss. Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. For a transfer from investment property carried at fair value to owner-occupied property or inventories, the property's deemed cost for subsequent accounting shall be its fair value at the date of change in use.

L. Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property or biological assets, which continue to be measured in accordance with the Group's other accounting policies.

Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equityaccounted investee is no longer equity accounted.

M. Financial instruments

i. Financial assets-initial recognition, classification and subsequent measurement

A financial asset is recognized in the Group's statement of financial position when it occurs or when the Group becomes a party of the contractual provisions of the instrument.

The Group initially evaluates financial assets or financial liability at fair value plus transaction costs, in the case of a financial asset or financial liability not at fair value through profit or loss. Trade receivables are valued at the transaction price.

Financial assets are classified at initial recognition and subsequently measured at fair value through profit or loss or at fair value through other comprehensive income.

The classification is based on two criteria: (a) the Group's business model for managing the asset and the business model for managing the financial asset, ie whether the objective is to hold for the purpose of collecting contractual cash flows or to collect contractual cash flows and the sale of financial assets; and (b) assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest ("SPPI" criterion).

Financial assets measured at amortized cost include the financial instruments that are retained under the business model for the purpose of holding and collecting contractual cash flows that meet the "SPPI" criterion. All financial assets of the Group are included in this category.

The Group does not hold financial assets that are measured at fair value through profit or loss or other comprehensive income at the reporting date.

Financial assets at amortized cost are subsequently measured using the effective interest method and are tested for impairment. Profits and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

ii. Financial assets - impairment

The Group applies the simplified approach for trade receivables and contingent assets for the calculation of expected credit losses. Therefore, at each reporting date, the Group measures the provision for a financial instrument for an amount equal to the expected credit losses over the lifetime. For determining the expected credit losses, a chronological analysis and rates table is used using historical data and reasonable assumptions.

iii. Financial assets - derecognition

The Group derecognizes a financial asset when:

  • the contractual rights to receive the cash flows from the assets have expired
  • the contractual rights to receive the cash flows from the assets have been transferred or the Group has an obligation to remit any cash it collects from the assets without material delay and either (a) the Group transfers substantially all the risks and rewards of ownership, or (b) the Group neither transfers nor retains substantially all the risks and rewards of ownership and the Group has not retained control.

iv. Financial liabilities - Measurement

Financial liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.

N. Share capital

Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

O. Impairment

i. Financial assets

Financial assets are assessed at each reporting date to determine whether there is objective evidence of impairment.

Objective evidence that financial assets are impaired includes:

  • default or delinquency by a debtor
  • restructuring of an amount due to the Group on terms that the Group would not consider otherwise;
  • indications that a debtor or issuer will not enter bankruptcy;
  • adverse changes in the payment status of borrowers or issuers;
  • the disappearance of an active market for a security; or
  • observable data indicating that there is a measurable decrease in the expected cash flows from a group of financial assets.

ii. Non – financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than biological assets, investment property, inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Cash Generating Units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

P. Provisions

Provisions are calculated by discounting expected future cash flows with a pre-tax rate that reflects current market estimates for the time value of money and the risks specific to the liability. Reversal of discount is recognized as finance cost.

Categories Accounting Principle
Warranties A provision for warranties is recognised when the underlying products or services
are sold, based on historical warranty data and a weighting of possible outcomes
against their associated probabilities.
Restructuring A provision for restructuring is recognised when the Group has approved a
detailed and formal restructuring plan, and the restructuring either has
commenced or has been announced publicly. Future operating losses are not
provided for.
Onerous contracts A provision for onerous contracts is measured at the present value of the lower
of the expected cost of terminating the contract and the expected net cost of
continuing with the contract. Before a provision is established, the Group
recognises any impairment loss on the assets associated with that contract.

Q. Leases

i. Determining whether an arrangement contains a lease

At inception of an arrangement, the Group determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Group's incremental borrowing rate.

ii. Leased assets

Assets held by the Group under leases that transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset.

Assets held under other leases are classified as operating leases and are not recognized in the statement of financial position of the Group.

iii. Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

38. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union.

Amendments to IFRS 4 "Insurance Contracts" – deferral of IFRS 9 (effective for annual periods starting on or after 01/01/2021)

In June 2020, the IASB issued amendments that declare deferral of the date of initial application of IFRS 17 by two years, to annual periods beginning on or after January 1, 2023. As a consequence, the IASB also extended the fixed expiry date for the temporary exemption from applying IFRS 9 "Financial Instruments" in IFRS 4 "Insurance Contracts", so that the entities are required to apply IFRS 9 for annual periods beginning on or after January 1, 2023. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2021.

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: "Interest Rate Benchmark Reform – Phase 2" (effective for annual periods starting on or after 01/01/2021)

In August 2020, the IASB has finalized its response to the ongoing reform of IBOR and other interest benchmarks by issuing a package of amendments to IFRS Standards. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it will account for a change in its hedging relationships as a result of the reform, as well as relevant information required to be disclosed. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2021.

Amendments to IFRS 3 "Business Combinations", IAS 16 "Property, Plant and Equipment", IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" and "Annual Improvements 2018-2020" (effective for annual periods starting on or after 01/01/2022)

In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically

  • Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
  • Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss.
  • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making.
  • Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

IFRS 17 "Insurance Contracts" (effective for annual periods starting on or after 01/01/2023)

In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are designed to reduce costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce the effort required when applying the Standard for the first time. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

Amendments to IAS 1 "Classification of Liabilities as Current or Non-current" (effective for annual periods starting on or after 01/01/2023)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

Amendments to IAS 1 "Presentation of Financial Statements" (effective for annual periods starting on or after 01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these amendments is to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements. More specifically, companies are required to disclose their material accounting policy information rather than their significant

accounting policies. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

• Amendments to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates" (effective for annual periods starting on or after 01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

Koropi Attica, 31st March 2021

CHAIRMAN OF THE BoD VICE CHAIRMAN & GROUP CEO

PANAGIOTIS LYKOS PANAGIOTIS SPYROPOULOS ID No AB 607588 ID No AI 579288

MANAGING DIRECTOR CHIEF FINANCIAL OFFICER

EMMANOUIL KONTOS ALEXANDRA ADAM ID No AK 093427 ID No AE 118025

HEAD OF ACCOUNTING DEPARTMENT

ANASTASIOS TATOS ID No AM 556006 Registr. No of E.C. A' CLASS 9657

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