Intraware Investments Public Ltd

Quarterly Report • Dec 2, 2020

Unaudited interim condensed consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020

Intraware Investments Public Ltd

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

prepared in accordance with International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020

INTRAWARE INVESTMENTS PUBLIC LTD X = F J L = Unaudited interim condensed consolidated for PESTMENTS PUBLIC LTD
" = " = "

CONTENTS

CONTENTS
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
I. General information about the Group
II. Summary of significant accounting policies and new accounting pronouncements
Basis of preparation
Significant accounting policies
Impact of effective changes in International Financial Reporting Standards
Application of new and revised International Financial Reporting Standards
III. Relevant disclosures
1.
2.
3.
4. Related parties
5.
6.
7.
Business combination 8.
9.
10.
11.
12. Subsequent events

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

OF INTRAWARE GROUP FOR THE SIX MONTHS ENDED 30 JUNE, 2020 (in thousand EURO)

	Note	Six months ended 30 June 2020	Six months ended 30 June 2019
Reventie		(unaudifed) 9787	(unaudited) 23 796
Cost of Sales		(6 504)	(18 684)
Gross profit		3 283	5 112
Selling and marketing expenses		(587)	(775)
Administrative expenses		(1 998)	(1 506)
Other income		298	713
Other losses		(854)	(1 152)
Impairment of goodwill and right-of-use assets		(120)
Operating income		322	2 392
Financial income		344	47
Financial expenses		(2 146)	(1 762)
Profit/(Loss) before tax		(1 480)	677
Income tax expense	3	375	(165)
Profit/(Loss) for the year from continuing operations		(1 105)	512
Net profit/(loss) for the year		(1 105)	5 12
Net profit/(loss) for the year attributable to:
Owners of the Group		(499)	791
Non-controlling interests		(606)	(279)
Total profit/(loss) for the year		(1 105)	5189
Basic earnings/(loss) per share from continuing operations, EURO	6	(12,48)	19,78
Other comprehensive income/(loss) for the year
Items that may not be reclassified subsequently to profit or loss:
Foreign currency translation reserve		(113)	(194)
Comprehensive income attributable to:
Owners of the Group		(550)	491
Non-controlling interests		(668)	(173)
Total comprehensive income for the vear		(1-218)

The notes on pages 9 to 19 are an integral part of these unaudited interim condensed consolidated financial statements. On 25 November 2020 the Board of Directors of Intraware Investments Public Ltd authorized these financial statements for issue.

Director

Myrianthi Petrou

Andreas Christofi

Director

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

OF INTRAWARE GROUP AS AT 30 JUNE, 2020 AND 31 DECEMBER, 2019 (in thousand EURO)

	Note	30 June 2020 (unaudited)	Becember 2019 (audited)
Non-current assets
Property, plant and equipment		5613	5 297
Right-of-use assets	5	24 687	30 670
Goodwill	2	4 368	4 984
Other intangible assets		985	1 477
Investments in associated companies		90	gg
Loans granted to shareholders		2379	3244
Other non-current assets		659	708
Deferred tax assets		849	564
Total non-current assets		39 630	47 043
Current assets
Advances paid		4622	5 323
Inventories		370	393
Other receivables		1 303	435
Other assets		175	8
Income tax overpayment		141	112
Trade receivables		1816	1 882
Loans granted to shareholders		1 016
Loans granted to other parties		6 668	6 365
Financial assets		2 755	3 308
Cash		2 633	2 759
Total current assets		21 499	20 585
TOTAL ASSETS		61 199	CART CONSTICOR

The notes on pages 9 to 19 are an integral part of these unaudited interim condensed consolidated financial statements. On 25 November 2020 the Board of Directors of Intraware Investments Public Ltd authorized these financial statements for issue.

Director

Director

Myrianthi Petrou

INTRAWARE INVESTMENTS PUBLIC LTD X = F I L. Unaudited interim condensed consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

OF INTRAWARE GROUP AS AT 30 JUNE, 2020 AND 31 DECEMBER, 2019 (in thousand EURO)

	Note	30 June 2020 (unaudited)	ST December 2019 (audited)
Owners' equity
Share capital		40	40
Foreign currency translation reserve		(478)	(365)
Additional paid-in capital		222	222
Accumulated profit (loss)		5 602	853
Current year profit (loss)		(499)	5 506
Equity attributable to owners of the Group		4 887	6 256
Non-controlling interest		312	918
TOTAL EQUITY		5199	7 174
Non-current liabilities
Long-term loans and borrowings
Long-term lease liabilities		20 827	25 165
Deferred tax liabilities		311	390
Total non-current liabilities		21 138	25 555
Current liabilities
Short-term loans and borrowings		3 071	3423
Short-term lease liabilities		6 249	7 256
Short-term payables		5 410	4872
Other liabilities		773	766
Liabilities to owners		392	463
Deferred revenue		18 897	18 119
Total current liabilities		34 792	34 899
TOTAL FOUITY AND LIABILITIES		61 129	67 628

The notes on pages 9 to 19 are an integral part of these unaudited interim condensed consolidated financial statements. On 25 November 2020 the Board of Directors of Intraware Investments Public Ltd authorized these financial statements for issue.

Director

Director

Myrianthi Petrou

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY OF INTRAWARE GROUP FOR THE SIX MONTHS ENDED 30 JUNE, 2020

(in thousand EURO)	Share capital	Additional capital	Accumulated other comprehensive income (loss)	Accumulated profit (loss)	Non- controlling interests	Total
As at 1 January 2019 (audited)	40	19951	635	1 096	25	PAUTER
Current year profit/ (loss)				791	(279)	512
Foreign currency translation adjustments			(194)			(194)
As at 30 June 2019 (unaudited)	40	299	,在线上的	1.887	(2549)	2 336

	Share capital	Additional capital	Accumulated other comprehensive income (loss)	Accumulated profit (loss)	Non- controlling interests	Total
As at 1 January 2020 (audited)	40	2,257	(365)	6 359	1998	17 17 17 1
Dividends			-	(757)		(757)
Current year profit/ (loss)				(499)		(499)
Non-controlling interests					(606)	(606)
Foreign currency translation adjustments			(113)			(113)
As at 30 June 2020 unaudifed)	2001	29294	(478)	501088	31624	5199

The notes on pages 9 to 19 are an integral part of these unaudited interim condensed consolidated financial statements. On 25 November 2020 the Board of Directors of Intraware Investments Public Ltd authorized these financial statements for issue.

Director

Director

Myrianthi Petrou

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

OF INTRAWARE GROUP FOR THE SIX MONTHS ENDED 30 JUNE, 2020 (in thousand EURO)

	Note	For the six months ended 30 lune 2020 (unaudited)	For the six months ended 30 June 2019 (unaudited)
Cash flows from operating activities
Profit before tax		(1 480)	677
Amortisation and impairment of intangible assets		332	278
Depreciation and impairment of property, plant and equipment		2 187	2 105
Impairment of goodwill and right-of-use assets		120
Interest expense		213	200
(Interest income)		(4)	(53)
Foreign exchange differences (net)		33	51
Other non-cash expenses/ (income) net		643	348
Operating cash flows before working capital changes		3 944	3 606
(Increase) / decrease trade in other and receivables		(101)	(1 283)
(Increase) / decrease in inventories		23	51
(Increase) / decrease in other assets		(167)	(3 417)
Increase/ (decrease) in trade and other payables		545	3 468
Increase/ (decrease) in deferred revenue		778	410
Increase/ (decrease) in provisions		(24)	280
Cash generated from operating activities		4 998	3116
Income tax paid		(39)	(184)
Interest paid		(2 095)	(1 626)
Net cash from operating activities		2 864	1 306
Cash flows from investing activities
Purchase of property, plant and equipment including PPE not ready for use		(257)	(970)
Payment for other investments			(376)
Payment for purchase of investments in associated undertakings			(90)
Loans issued		(1 319)	(1 768)
Loans and interest received		865	785
Net cash used in investing activities		7119	2 020)

The notes on pages 9 to 19 are an integral part of these unaudited interim condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) OF INTRAWARE GROUP FOR THE SIX MONTHS ENDED 30 JUNE, 2020

(in thousand EURO)

	Note	Six months ended 30 fune 2323 (unaudited)	Shomonths ended 30 June 24 8 8 13 (unatidited)
Cash flows from financing activities
Proceeds of loans and borrowings			115
Repayment of finance lease payables		(1 190)	(2 492)
Dividends paid to company's shareholders		(757)
Repayment of loans and borrowings		(352)	(70)
Net cash from financing activities		(2.298)	(2.448)
Cash and cash equivalents at the beginning of the year		2 759	6 092
Increase (decrease) of cash and cash equivalents		(145)	(3 562)
Translation differences		19	(75)
Cash and cash equivalents at the end of the year		246 8 8	24155

The notes on pages 9 to 19 are an integral part of these unaudited interim condensed consolidated financial statements. On 25 November 2020 the Board of Directors of Intraware Investments Public Ltd authorized these financial statements for issue.

Director

Director

Myrianthi Petrou

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

I. GENERAL INFORMATION ABOUT THE GROUP

Intraware Investments Public Ltd (the "Company") and its subsidiaries (together with the Company, the "Group") is one of the largest chains of fitness clubs in Russian market of fitness services. Key activities of the Group are fitness clubs services to population, services of management of fitness clubs and additional activities (catering, retail of sport goods).

The subsidiaries are as follows:

1	Name of the subsidiary	Russian City	Ownership interest	Ownership interest
			as at 30.06.2020	as at 31 12 2019
1.	FOK "Altufevo Sport" LLC	Moscow	98%	98%
2.	FOK "AK-Bars" LLC	Kazan	98%	98%
3.	FOK "Volga-Fitnes" LLC	Volgograd	98%	98%
4.	FOK "Zchemchuzhina" LLC	Perm	98%	98%
5.	FOK "Marino" LLC	Moscow	98%	98%
6.	FOK "Monarh" LLC	Moscow	98%	98%
7.	FOK "Nagatinskaia" LLC	Moscow	98%	98%
8.	FOK "Olimp" LLC	Voronezh	98%	98%
9.	FOK "Park Pobedy" LLC	Moscow	98%	98%
10.	FOK "Planeta" LLC	Moscow	98%	98%
11.	FOK "Platinum" LLC	Voronezh	98%	98%
12.	FOK "Rost Fitnes" LLC	Rostov-on-Don	98%	98%
13.	FOK "Sam-Fitnes" LLC	Samara	98%	98%
14.	FOK "Sun-City" LLC	Novosibirsk	98%	98%
15.	FOK "Senator" LLC	Moscow	98%	98%
16.	FOK "Arena" LLC	Kazan	98%	98%
17.	FOK "Fusion" LLC	Moscow	98%	98%
18.	FOK "Chistye Prudy" LLC	Moscow	98%	98%
19.	FOK "Mosfilmovskiy" LLC	Moscow	98%	98%
20.	"RTI-Finance" LLC	Moscow	49%	49%
21.	"Sport Center" LLC*	Moscow	0%	0%
22.	FOK "Oktyabrskiy" LLC*	Novosibirsk	0%	0%
23.	Bladesteel Ltd*	Cyprus	100%	100%

All above listed subsidiaries are fitness clubs except for «Sport Center» LLC (a management company) and «Bladesteel» Ltd (real estate).

Although the Group has less than 51% of charter capital of «RTI-Finance» LLC, FOK "Oktyabrskiy" LLC and «Sport Center» LLC, the Group has control over these entities through the appointment, based on agreement with existing shareholders, of directors having unlimited and full rights as to the operating, investment and financing activities of the Companies. All significant actions of these entities are executed at the discretion of Company's Governing bodies.

Whilst the Group does not view its business as highly seasonal as defined by IAS 34, Interim Financial Reporting, its financial results are impacted by seasonality through the calendar year.

Since January 2016 the Company is listed on the Cyprus Stock Exchange (Emerging Companies Market).

II. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING
PRONOUNCEMENTS

Basis of preparation

The interim condensed consolidated financial statements for the six months ended 30 June 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements are unaudited and do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2019.

The Group omitted disclosures which would substantially duplicate the information contained in its 2019 audited consolidated financial statements, such as accounting policies and details of accounts which have not changed significantly in amount or composition. Additionally, the Group has provided disclosures where significant events have occurred subsequently to the issuance of its annual consolidated statements of the Group for the year ended December 31, 2019.

Management of the Group believes that the disclosures in these interim condensed consolidated financial statements are adequate to make the presented information not misleading if these interim condensed consolidated financial statements are read in conjunction with the annual consolidated statements of the Group for the year ended December 31, 2019 and the notes related thereto. In the opinion of management, the financial statements reflect all adjustments necessary to present fairly the Group's financial position, financial performance and cash flows for the interim reporting period in accordance with IAS 34, Interim Financial Reporting. Results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020.

The consolidated financial statements have been prepared on a historical cost basis except when IFRS require the application of other basis of valuation, in particular, financial instruments that have been measured initially at fair value and then at amortized cost, and identifiable assets and liabilities acquired in the course of a business combination.

The financial statements are presented in thousands of Euros, unless otherwise stated, which is the Company's presentation currency. The functional currency is the currency of the primary economic environment in which a company operates. The functional currency of Russian subsidiaries is Russian ruble. The functional currency of Cyprus entities of the Group is Euro.

The Group has prepared these interim condensed consolidated financial statements based on the going concern assumption.

Significant accounting policies

Significant accounting policies and estimates adopted in the preparation of the interim consolidated financial statements are consistent with those adopted in the preparation of the annual consolidated financial statements for the year ended December 31, 2019, except for the adoption of new standards.

Unaudited interim condensed consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020

Impact of effective changes in International Financial Reporting Standards

The Group has adopted all new standards, interpretations and amendments, effective from 1 January 2020 and are relevant to the operations of the Group. Below is a list of new standards/interpretations that became effective for the Company from 1 January 2020:

Amendments to the Conceptual Framework for Financial Reporting (issued on 29 March 2018 and effective for annual periods beginning on or after 1 January 2020). The revised Conceptual Framework includes a new chapter on measurement; guidance on reporting financial performance; improved definitions and guidance - in particular the definition of a liability; and clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting.

Amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting policies, Changes in Accounting Estimates and Errors (issues on October 2018 and effective for annual periods beginning on or after January 1, 2020; earlier application is permitted). The amendments to IAS 1 and IAS 8 introduce new definition of materiality.

Amendments to IFRS 3, Definition of a Business (issued on 22 October 2018 and effective for annual periods beginning on or after 1 January 2020).

Amendments to IFRS 9, IAS 39 and IFRS 7 (issued on 26 September 2019 and effective for annual periods beginning on or after 1 January 2020). The amendments clarify that entities would continue to apply certain hedge acounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform.

The Company has reviewed these interpretations and amendments to standards while preparing these financial statements. The interpretations and amendments to standards have no significant impact on the Company's financial statements.

Application of new and revised International Financial Reporting Standards

Below is a list of standards/interpretations that have been issued and are not effective for periods starting on 1 January 2020, but will be effective for later periods, the Group didn't choose to apply them earlier:

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture -Amendments to IFRS 10 and IAS 28 (issued on 11 September 2014 and effective for annual periods beginning on or after a date to be determined by the IASB).

IFRS 17 Insurance Contracts (issued on 18 May 2017 and effective for annual periods beginning on or after 1 January 2021).

Classification of liabilities as current or non-current = Amendments to IAS 1 (issued on 23 January 2020 and effective for annual periods beginning on or after 1 January 2022).

Annual Improvements to IFRSs 2018-2020 cycle - Amendments to IFRS 1, IFRS 16 and IAS 41 and narrow scope amendments to IAS 16, IAS 37 and IFRS 3 (issued on 14 May 2020 and effective for annual periods beginning on or after 1 January 2022).

Covid-19-Related Rent Concessions - Amendments to IFRS 16 (issued on 28 May 2020 and effective for annual periods beginning on or after 1 June 2020).

Unless otherwise described above, the new standards, amendments to standards and interpretations are expected to have no impact or to have a non-material impact on the Group's interim consolidated financial statements.

INTRAWARE INVESTMENTS PUBLIC LTD Unaudited interim condensed consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020

III. RELEVANT DISCLOSURES

1. The COVID-19 impact o

Coronavirus pandemic COVID-19 negatively affected the Group's financial results. The Russian government introduced certain restrictive measures, including suspension of sport in Moscow and other Russian regions for about 3 months. The Group downgraded forecast for 2020 year. Due to this impairment factors the Group performed the impairment test as at June 30, 2020 and booked resulted impairment loss.

The currently known impacts of the virus on the Group are:

• · A decline in revenues for 6 months 2020 compared to the same period in 2019 of 59%.
• · Impairments of goodwill and right-of-use assets in the amount of EUR 1 326 thousand and EUR 2 031 thousand respectively.

The Management takes possible measures to minimize the negative influence of the coronavirus pandemic and expects to reach its pre-COVID 2020 year forecast in 2022 year.

Goodwill
In thousand EUR	Net book value as at 31 12, 2019	Impairment	lianslation differences	Net book value as at 30.06.2020
Goodwill	4 984	(25)	(591)	4 368
180 21	4.984	(25)	4591)	4 368

Management uses 21 operating cash generating units (CGU) for impairment test. The group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a CGU is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budget for the subsequent year approved by management. Cash flows beyond the subsequent years are extrapolated using the estimated growth rates stated below.

The cash flows are discounted at pre-tax rate of 14,7% (13,9% for 2019 year impairment test). The rate is derived from the Group's weighted average cost of capital (WACC) calculated by management.

The Group performs its annual impairment test in December and when circumstances indicate the carrying value may be impaired. As at 30 June, 2020 indicators of impairment were observed and the test was performed.

3. Income tax Income tax

Income tax in the Statement of Comprehensive Income in profit and losses includes:

Components of income tax expense:

In thousand EURO	6m2020	6m2019
Current income tax (12,5%)	19	325
Deferred income tax (12,5%)	(2)
Current income tax (20%)	19	208
Deferred income tax (20%)	(412)	(369)
Total tax expense	1375	165

Tax rate is 12,5% for parent company in Cyprus and 20% for its subsidiaries in Russia.

The deferred tax in Russian subsidiaries as at 30 June 2020 was calculated at the 20% rate.

4. Septem Related parties (1) Comment (1) September 1990) (1992) March 198

Transaction balances and transactions with related parties

Term "related party" is defined in IAS 24 "Related Party Disclosures". Parties are usually considered related if they are under common control, one of them has control, significant influence or joint control over the other in financial or operating decision making. In relations of parties which can be related it is important to take into account substance of relations, but not their legal form.

Turnover and balance disclosures with related parties under transactions performed by the Group in the reporting period are presented in the following tables. Transactions refer to settlement of accounts with related parties in the category "Other related parties" which includes companies under common control of the Group's owner.

Settlement of accounts with related parties:

	Other related parties
In thousand EURO	30 June 2020	30 June 2019
Loans received for the period	152	1017
Interest accrued on loans		55

Settlement of account balances with related parties:

	Other related parties
In thousand EURO		30 June 2020 31 December 2019
Loan receivables	3 395	3 244
Total assets	3.395	3 244 #
Loans payable	2 049	2 306
Total liabilities	2 0493	2 306

Key management personnel expenses (3 employees):

	Rewards as at	Rewards as at
In thousand EURO	30 June 2020	30 June 2019
Short-term rewards to personnel	25	24
Social security contributions
Corporation	192	31 -

There are no settlements of account balances with key management personnel as at the reporting dates.

Ultimate controlling party

As at 30 June 2020 and comparative balance sheet dates Intraware Investments Public Ltd does not have a single ultimate controlling party.

The major shareholders of Intraware Investments Public Ltd.:

Shareholders	The number of shares	Percentage of the total
	number of shares -
Transpay Holdings Ltd.	16 000	40%
Brigidi Holdings Ltd.	7 100	17.75%
Farnon Management Ltd.	3 600	9%
AND A Friday	26700	66259 88

In addition, several members of the Board control some insignificant shares: Myrianthi Petrou is a Chairwoman of the Board who controls 0,0025% (1 share) and Andreas Christofi is a member of the Board who controls 0,0025% (1 share).

5. Right-of-use assets and lease obligations

The Group mainly leases buildings and other non-residential real estate.

The right-of-use assets:

in thousand EURO	Hoperty	1 2017 20
Initial value as at 01:01 2019	Parade	9 8 1 1 1 1 4 4 4
Additions during 6 months 2019	6977	6977
Depreciation accrued during 6 months 2019	(1 783)	(1 783)
Translation reserve	(50)	(50)
lnitial value as at 30.06.2019	28 421	28 421
Accumulated depreciation as at 30.06.2019	(1 833)	(1 833)
Carrying amount as at 30.06.2019	26588	26 588

in thousand EURO	Property	180 PM
Initial value as at 01.01.2020	35488	357.98
Disposals during 6 months 2020	(165)	(165)
Depreciation accrued during 6 months 2020	(2 316)	(2316)
Impairment accrued during 6 months 2020	(95)	(95)
Translation reserve	(4 209)	(4 209)
Initial value as at 30.06.2020	31 124	31 124
Accumulated depreciation as at 30.06.2020	(6 342)	(6342)
Accumulated impairment as at 30.06.2020	(95)	95)
Carrying amount as at 30.06.2020	24-687	24 687

Earnings per share

thousand EURO per share	6m2020	6m2019
Basic earnings per share
From continuing operations	(12,48)	19,78
From discontinued operations
Total basic earnings per share	(12,48)	19,78

Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Group has no dilutive securities such as convertible securities, options and warrants on shares and other rights, as well as contractual obligations for shares issue in future.

The following table reflects the income and share data used in the basic EPS computations:

INTRAWARE INVESTMENTS PUBLIC LTD Unaudited interim condensed consolidated financial statements prepared in accordance with

International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020

	67 21211	6112 11 91
Profit attributable to ordinary equity holders of the parent:
Continuing operations	(499)	791
Discontinued operations	-
Profit attributable to ordinary equity holders of the parent for basic earnings	(499)	7 2017
Weighted average number of ordinary shares for basic EPS	40 000	40 000

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these financial statements.

Operating segments

Management of the Group has chosen to operate each of the fitness clubs by separate legal entities that consolidate all the cash flows that are relevant for that component. Operating segments of the Group are the fitness clubs operated by the Group and correspond to 21 FOK entities. All these entities and segments are engaged in similar activities and are all located in Russian Federation.

All the operating segments (fitness clubs) of the Group exhibit similar long-term financial performance as they have similar economic characteristics. Therefore for the purposes of segment information disclosure the Group has aggregated all the operating segments being similar in each of the following respects:

• (a) the nature of the products and services;
• (b) the nature of the production processes;
• (c) the type or class of customer for their products and services;
• (d) the methods used to distribute their products or provide their services;
• (e) and the nature of the regulatory environment.

The Group has designated the aggregated operating segments in Moscow (11 legal enities or 11 fitness clubs aggregated to a segment 'Fitness clubs in Moscow') and other regions of Russia (10 legal entities or 10 fitness clubs aggregated to a segment 'Fitness clubs in other regions') as separate reporting segments given that, according to perception of the management, these regions demonstrate different stages of economic development and therefore their economic performance may be different in the future.

Transactions between reportable segments and with other operating segments of the Group (primarily lease) are normally conducted under arm's length basis.

Financial information in respect of operating segments for the period ended 30 June 2020:

In thousand EURO	Filmess chibs in Moscow	Simess clubs in other regions	Other minor segments	2007 200 according to financial statements of the Group
Revenues from external customers, including:	6 368	3 236	183	9787
Revenue from club cards sales	3 572	2 204	5	5 782
Revenue from related services and retail	2762	1 029	22	3 813
Other revenue (operating lease and	33	3	157	193

Unaudited interim condensed consolidated financial statements prepared in accordance with X = TC International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020			INTRAWARE INVESTMENTS PUBLIC LTD
franchising)
Revenues from transactions with other operating segments of the Group	561	17	764	1 342
Costs from transactions with other operating segments of the Group	(1 234)	(તેડ)	(15)	(1 342)
Cost of goods sold, selling and marketing and other administrative expenses	(4 187)	(2 020)	(363)	(6 571)
Depreciation and amortisation	(840)	(443)	(1 235)	(2 518)
Other income (expenses)	(224)	(54)	(તેક્ષે)	(376)
Financial income (expenses)	(1 075)	(260)	(468)	(1 803)
Income tax gains (expenses)	200	129	45	375
Profit or loss for the segment	17/2/24	(467)	1857	1 1105
Total assets of the reportable segment	37095788	17 5619	6239	STE DAS
Total liabilities of the reportable segment	36596	15 078	7692575	55 33 8 0 7

Financial information in respect of operating segments for the period ended 30 June 2019:

In thousand EURO	la mess clubs in Moscow	SSOUTHERS clubs in other regions	Other minor segments	2 0 0 0 0 0 0 1 2 3 1 2 6 1 2 3 1 2 6 1 2 3 1 2 6 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 3 1 2 according to financial statements of the Group
Revenues from external customers,	16 243	6878	676	23 796
including:
Revenue from club cards sales	9 663	4779	59	14 501
Revenue from related services and retail	6521	2 091	(0)	8612
Other revenue (operating lease and franchising)	59	8	617	683
Revenues from transactions with other operating segments of the Group	354	25	3 708	4 088
Costs from transactions with other operating segments of the Group	(1 433)	(254)	(2 401)	(4 088)
Cost of goods sold, selling and marketing and other administrative expenses	(12 610)	(5 758)	(214)	(18 582)
Depreciation and amortisation	(1 288)	(586)	(510)	(2 383)
Other income (expenses)	(237)	(108)	(94)	(439)
Financial income (expenses)	(688)	(15)	(1 012)	(1 715)
Income tax gains (expenses)	(53)	5	(117)	(165)
Profit or loss for the segment	950	(300)	(138)	152
Total assets of the renortable segment	41 243	19427	6 958	67 628

Total liabilities of the reportable segment 2017 60 454

1. • Business combination

The Group didn't acquire subsidiaries during 6 months of 2020 year.

During 6 months of 2019 the Group obtained control over fitness club FOK "Oktyabrskiy" LLC (Russia).

The assets and liabilities recognized as a result of the control obtained over the company are as follows:

in thousand EURO	228888
Property, plant and equipment	73
Intangible assets	708
Deferred tax assets	11
Inventories	16
Accounts receivable	181
Other assets	957
Deferred tax liabilities	(110)
Loans and borrowings	(19)
Accounts payable	(82)
Deferred revenue	(1 338)
Net identifiable assets	397
Less: net assets of the Group existing prior to the acquisition	(770)
Less: non-controlling interests	373
Net identifiable assets acquired
Consideration paid
Goodwill

The business of FOK "Oktyabrskiy" LLC contributed in 2019 revenues of EUR 3 060 thousand and financial result of EUR 0 thousand to the Group because NCI have 100% share of financial result.

1. I wo Joint venture in the form of joint operation of the more of the more of the

In accordance with IFRS 11 the club "Ak-Bars" in Kazan was classified by the Group as a joint operation. The club operates in the building and uses equipment owned by the partner in joint venture. The Group has the full right to all assets and bears full responsibility for all liabilities presented in the financial statements. Under the agreement, the Group's share in the financial result of the club is 22%. Therefore, profits and losses in the statement of comprehensive income are presented in the amount of 22%.

10.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement assumes that the transaction to asset sell or liability transfer occurs:

• · either on the main market for the asset or liability;
• " or on the most advantageous market for the asset or liability in case of absence of the main market.

Financial assets and liabilities of the Group are not traded on active markets. Therefore the fair value of financial assets and liabilities of the Group are determined in accordance with generally

accepted pricing models based on discounted cash flow analysis using prices that are used in existing transactions on the current market.

Assets and liabilities whose fair value is estimated or disclosed in the financial statements are classified as described below under the fair value hierarchy based on the data of the lowest level input that is significant to the fair value measurement in general:

• · Level 1 quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date (without any adjustment);
• " Level 2 measurement models, which are essential for data fair value assessment of the lowest level of the hierarchy, are directly or indirectly observable on the market;
• " Level 3 measurement models, which are essential for data fair value assessment of the lowest level of the hierarchy, are not observable on the market.

Classifying financial instrument to any of the category of the fair value hierarchy, Group use an appropriate judgment. If observable data that require significant adjustment is used in fair value measurement, the financial instrument needs to be classified to Level 3. The Russian Federation continues to display some characteristics of an emerging market and economic conditions continue to limit the volume of activity in the financial markets. Market quotations may be outdated or reflect distress sale transactions and therefore not represent fair values of financial instruments. Management has used all available market information in estimating the fair value of financial instruments.

The tables below shows the hierarchy of the data sources used for the recognition or disclosure of assets and liabilities fair value of the Group in the reporting period.

(i) Multiple and single estimates of fair value.

Multiple estimates of fair value are estimates required or permitted by IFRS in the statement of financial position at the end of each reporting period. Single estimates of fair value are estimates required or permitted by IFRS in the statement of financial position at the end of the period under certain conditions. As at the reporting date the Group had no financial assets and liabilities that require multiple and single estimates of fair value as at the reporting date.

(ii) Assets and liabilities that are not measured at fair value but disclosed at fair value.

At the Level 2 and Level 3 of the fair value hierarchy its estimation has been performed using method of discounted cash flows. Fair value of unquoted financial instruments with floating interest rate was assumed equal to the book value. The fair value of unquoted instruments with fixed interest rate is based on the method of discounted cash flows using current market interest rates for new instruments with similar credit risk and maturity.

Financial instruments carried at fair value. Cash and cash equivalents are carried at cost which approximates the current fair value.

Financial assets carried at amortized cost. The fair value of floating rate instruments is normally their carrying amount. The estimated fair value of fixed interest rate instruments is based on estimated future cash flows expected to be received discounted at current interest rates for new instruments with similar credit risk and remaining maturity. Discount rates used depend on the credit risk of the counterparty.

Liabilities carried at amortized cost. Fair values of other liabilities were determined using valuation techniques. The estimated fair value of fixed interest rate instruments with stated maturities was estimated based on expected cash flows discounted at current interest rates for instruments with similar credit risk and remaining maturity.

The Group has the following categories of financial instruments:

INTRAWARE INVESTMENTS PUBLIC LTD

Unaudited interim condensed consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) for the period ended 30 June, 2020

	Carrying amount		Fair value		level	For trail	Valuation
in thousand EURO	30.06 2020	STERE 2019	30.06 2020	STATE 2019		data	method
Financial assets
Long-term loans issued	2 379	3 244	2379	3 244	Level 3	Market loan rates	Discounted Cash Flows
Short-term accounts receivable	3119	2 234	3119	2 234	Level 3	Market loan rates	Discounted Cash Flows
Short-term loans issued	6 668	6 365	6 668	6 365	Level 3	Market loan rates	Discounted Cash Flows
Trade financial instruments	2 755	3 308	2755	3 308	Level 1
Cash	2 633	2 759	2 633	2 759	Level 1
Total financiel assets	1775541	175909	197554	17731919		ા
Financial liabilities at amortized cost
Long-term loans and borrowings received					Level 3	Market loan rates	Discounted Cash Flows
Long-term accounts payable	(20 827)	(25 165)	(20 827)	(25 165)	Level 3	Market loan rates	Discounted Cash Flows
Short-term loans and borrowings received	(3 071)	(3 423)	(3 071)	(3 423)	Level 3	Market loan rates	Discounted Cash Flows
Short-term accounts payable	(11 659)	(12 299)	(11 659)	(12 299)	Level 3	Market loan rates	Discounted Cash Flows
Notal financial

(35 557) (40 887) (35 557) (40 887) liabilities at amortised cost

11. Contingencies and Commitments

Group had no other commitments and contingencies as at 30 June 2020, other than those disclosed in the annual consolidated financial statements for the year ended December 31, 2019.

12. Subsequent events

At the beginning of autumn 2020 year the second wave of the coronavirus pandemic COVID-19 started. Russia and other countries in the world began returning restrictive measures over the economy, including lockdown etc. It might have might have further negative impact on the Group. It is difficult to evaluate the nature and scale of the possible negative impact on the Group's business, however, the Group's management has been taking all possible measures to minimize pandemic impact.

On 25 November 2020 the Board of Directors of Intraware Investments Public Ltd authorized these unaudited interim condensed financial statements for issue.

Director

Director

Myrianthi Petrou