Annual / Quarterly Financial Statement • Apr 27, 2023
Annual / Quarterly Financial Statement
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| CONTENTS | PAGE |
|---|---|
| Board of Directors and other officers | 1 |
| Management Report | 2 - 3 |
| Independent auditor's report | 4 - 6 |
| Consolidated statement of profit or loss and other comprehensive income | 7 |
| Consolidated statement of financial position | 8 |
| Consolidated statement of changes in equity | 10 - 11 |
| Consolidated cash flow statement | 12 |
| Notes to the consolidated financial statements | 14 - 49 |
| Board of Directors: | Georgios Koufaris Marina Tsoy Nicos Athanasiou |
|---|---|
| Company Secretary: | KC Secretarial Services Ltd |
| Independent Auditors: | CEA Audit Certified Public Accountants and Registered Auditors 8 Kennedy Avenue Athienitis Building 4th floor, Office 401 1087 Nicosia |
| Business address: | Akamantis Business Center Egypt street, 10 Office no.306 3rd floor, P.C. 1097, Nicosia, Cyprus |
| Registered office: | Angelou Terzaki Street, 110 Office No.4, 2402 Egkomi, Nicosia Cyprus |
| Bankers: | Credit Suisse AG, Switzerland EcommBX Limited, Cyprus Mirabaud (Middle East) Limited, United Arab Emirates Deutsche Bank (Schweiz) AG, Switzerland Mirabaud & Cie Ltd, Zurich, Switzerland JSC Bank "National Standard", Russia |
| Registration number: | HE216944 |
The Board of Directors presents its report and audited financial statements of Vonpende Holdings P.L.C ("the Company") and its subsidiaries (together with the Company, the "Group") for the year ended 31 December 2021.
The principal activities of the Group comprise the trading in financial instruments, the receiving of loans, the ownership of commercial property, the distribution and provision of telecommunication equipment and the completion of networking solutions, wireless and wired. Additionally, the Group invests in marketable securities via high caliber local and international institutions and is actively investing and seeking opportunities in the real estate industry in Cyprus and abroad.
The Group's development to date, financial results and position as presented in the consolidated financial statements are considered satisfactory.
The principal risks and uncertainties faced by the Group are disclosed in notes 6, 7, 30 and 33 of the consolidated financial statements.
The Group's results for the year are set out on page 7.
The Board of Directors of the Company does not recomment of a dividend and the net profit for the year is retained.
During 2021, the Board of Directors of the subsidiary company Winncom Technologies Holding Ltd approved the payment of a dividend of EUR982.292 (2021: EUR1.078.744).
On 7 July 2021 the Cyprus Stock Exchange Emerging Companies Market Board approved the admission of an additional 346.400 ordinary shares to the existing listed share capital of the Company, under the symbol "VOPE" and the ISIN code CY0107170710.
The Group recognises the implementing sound corporate governance policies, practices and procedures. As a company listed on the Cyprus Stock Exchange (CSE), Vonpende Holdings P.L.C. (the "Company") has adopted CSE's Corporate Governance Code and applies its principles.
In January 2019 the CSE issued a revised Code of Corporate Governance. The Company complies with all the provisions of the revised code.
The Board of Directors of the Company and consequently Vonnende Group (comprising of the Company and its Subsidiaries, both in Cyprus and abroad, as listed on page 50, herein) has corporate responsibility in relation to the Investments of the Companies Under Supervision (as defined in the Group Investments Operations Manual of the Company, comprising of the Subsidiaries which do not have their own investment committees) and the Company itself. In this respect, the Vonpende Group's investment decision making depends on the Investment Committee's recommendations which are the foundations for the Board of Director's review and approval of investment transactions, if a review and approval of the Investment Committee and adoption of the Board of the Company and (or) Companies Under Supervision are required.
Furthermore, the primary responsibility of the Investment Committee is to oversee the evaluation of anticipated investments and report at regular intervals to the Board of Directors of the Company (or) of the Companies Under Supervision. In addition, the Investment Committee provides assistance to the Companies Under Supervision, and consequently to the Company, so as to fulfill its oversight responsibility to the shareholders related to the Companies under Supervision, their Investments, and portfolio.
Further, the Investment Committee establish free and open communications between External Accountants, Consultants, Investment Managers, External Asset Managers, the Company and the Companies under Supervision. In discharging its oversight role, the Investment Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and (or) Companies under Supervision.
Finally, the Investment Committee is empowered to revise any decision made by any of the Board of the Company and (or) the Companies Under Supervision, which is intended to harm the Company's and (or) the Companies' Under Supervision profitability.
The members of the Group's Board of Directors as at 31 December 2022 and at the date of this report are presented on page 1.
In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office.
There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
Any significant events that relate to the operating environment of the Group are described in note 30 to the consolidated financial statements.
Any significant events that occurred after the end of the reporting period are described in note 36 to the consolidated financial statements.
The Independent Auditors, CEA Audit, have expressed their willingness to continue in office and a resolution qiving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
order of the Board of Directors,
Georgios Koufaris Director
Nicosia, 27 April 2023

We have audited the consolidated financial statements of Vonpende Holdings P.L.C. (the "Company") and its subsidiaries (the "Group"), which are presented in pages 7 to 49 and comprise the consolidated statement of financial position as at 31 December 2022, and the consolidated statements of profit or loss and other comprehensive income, changes in equity and or essen, and the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the be be becamber in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, 13.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Consolidated Financial Statements' section of our report. We are independent of the Group in accordance with the International Ethic Standards Board for Accountants of the Group in accordance will the Intendinal Chica
Indenendones Standards) (IFCRA Code of Ethics for Professional Accountants (including Inc Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The Board of Directors is responsible for the other information comprises the information comprises the information included in the Management Report, but does not information. The other information statements and our auditor's report thereon.
Our opinion on the 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 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 consilidated financial statements or our knowledge obtained in the andit or otherwise appears to be materially misted. If, based on the work we have performed, we conclude that there is a material misstated. It, is ther information, we are required to report that fact. We have nothing to report in this regard.
4
The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit finding any significant deficiencies in internal control that we identify during our audit.
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
This report, including the opinion, has been prepared for and only for the Group's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
Demos Nicolaides Certified Public Accountant and Registered Auditor for and on behalf of CEA Audit Certified Public Accountants and Registered Auditors
Nicosia, 27 April 2023
| Note | 20172 国JIR |
2021 EUR |
|
|---|---|---|---|
| Revenue Cost of sales |
ਹੈ 10 |
76.435.005 (53.013.519) |
91.376.560 (48.205.189) |
| Gross profit | 25.421.486 | 43.171.371 | |
| Other operating income Distribution expenses Administration expenses Other expenses |
11 12 13 |
261.695 (669.351) (2.447.384) (16.557.389) |
8.664.391 (414.540) (2.351.716) (4.358.442) |
| Operating profit | 4,009.057 | 44.711.064 | |
| Net finance costs | 14 | (401.506) | (156.279) |
| Share of results of associates | 1.130.975 | (4.168.687) | |
| Profit before tax | 4.738.476 | 40.386.098 | |
| lax | 15 | (3.875.131) | (4.879.284) |
| Net profit for the year | 863.345 | 35.506.814 | |
| Other comprehensive income | |||
| Financial assets at fair value through other comprehensive income - Fair value gains/(losses) Financial assets at fair value through other comprehensive income - Profit transferred to retained earnings due to liquidation |
2.983.773 45.750 |
(21.301.808) | |
| Other comprehensive income/ (loss) for the year | 3.029.523 | 8.690.373 (12.611.235) |
|
| Total comprehensive income for the year | 3.892.868 | 22.895.579 | |
| Net (loss)/ profit for the year attributable to: Equity holders of the parent Company Non-controlling interests |
(608.075) 1.4751.420 |
34.383.066 1.123.748 |
|
| Net profit for the year | 863.345 | 35.506.814 | |
| Total comprehensive income for the year attributable to: Equity holders of the parent Company Non-controlling interests |
2.471.448 1.471.420 |
21.795.269 1.100.310 |
|
| Total comprehensive income for the year | 3.892.868 | 22.895.579 | |
| Profit per share attributable to equity holders of the parent Company (EUR) |
16 | 3,40 | 140.01 |
| 2002 | 2021 | ||
|---|---|---|---|
| Note | EUR | EUR | |
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 90.095 | 4.365 | |
| Investment properties | 17 | 3.765.709 | 25.621.674 |
| Goodwill | 740.3741 | 740.321 | |
| Investments in subsidiaries | 18 | 40.690.524 | 37.534.444 |
| Investments in associates | 19 | 124115.986 | 12.424.319 |
| Financial assets at fair value through other comprehensive income | 20 | 513 960 | 786.267 |
| Loans receivable | 21 | 744.233.134 | 917.337.949 |
| 802.249.729 | 994.449.339 | ||
| Current assets | |||
| Inventories | 22 | 9.0797233 | 7.901.247 |
| Trade and other receivables | 23 | 17 7 7 9 954 | 7.927.332 |
| Loans receivable | 21 | 28.501.645 | 975.383 |
| Financial assets at fair value through profit or loss | 24 | 11:3109.142 | 106.074.002 |
| Cash and cash equivalents | 25 | 26.217 657 | 47.684.465 |
| 194.587.681 | 170.562.429 | ||
| Total assets | 996.837.410 1.165.011.768 | ||
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 26 | 7.500.000 | 7.500.000 |
| Share premium | 3761755 | 3.761.753 | |
| Fair value reserve - Financial assets at fair value through other | |||
| comprehensive income | (29.033.745) | (32.063.266) | |
| Non-refundable advances | 356 aks | 353.933 | |
| Translation reserve | 2.419.957 | 9.896.424 | |
| Retained earnings | 104.718.571 | 98.878.221 | |
| Non-controlling interests | 9.586.807 | 8.115.387 | |
| Total equity | 99.307.276 | 96.442.452 | |
| Non-current liabilities | |||
| Borrowings | 27 | 843.214.685 1.005.169.696 | |
| 843.214.685 1.005.169.696 | |||
| Current liabilities | |||
| Trade and other payables | 28 | 13.778.650 | 12.963.739 |
| Borrowings | 27 | 40.535.475 | 50.430.643 |
| Current tax liabilities | 29 | 1.374 | 5.238 |
| 54.315.449 | 63.399.620 | ||
| Total liabilities | 897.530.134 1.068.569.316 | ||
| Total equity and liabilities | 996.837.410 1.165.011.768 | ||
On 27 April 2023 the Board of Directors of Vonpende Holdings P.L.C. authorised these consolidated financial statements for issue.
Georgios Koufaris
Director)
Nicos Athanasiou Director
| VONPENDE HOLDINGS P.L.C. |
|---|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Year ended 31 December 2022
| Attributable to equity holders of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share EUR capital |
EUR Share premium |
Fair value ancial assets at fair value through other comprehensive income EUR reserve - Fin |
refundable advances EUR Non- |
EUR Translation reserve |
EUR Retained earnings |
EUR Total |
controlling interests EUR Non- |
EUR Total |
|
| Balance at 1 January 2021 | 37.70.000 | 1.856 - 50 | 17.896.878) | 353.933 | 9.896.424 | 74.264.472 | 71.644.504 | 4.906.678 | 76.551.182 | |
| Comprehensive income Net profit for the year |
34.383.066 34.383.066 | 1.123.748 | 35.506.814 | |||||||
| Other comprehensive income Fair value adjustment |
(21.278.370) | (21.278.370) | (23.438) (21.301.808) | |||||||
| Transfer to retained earnings due to liquidation |
8.690.573 | (8.690.573) | ||||||||
| Other comprehensive income for the year |
12.587.797 | (8.690.573) | 21.278.370 | (23.438) | (21.301.808) | |||||
| Total comprehensive income for the year |
12.587.797 | 25.692.493 | 13.104.696 | 1.100.310 | 14.205.006 | |||||
| Transactions with owners Issue of share capital Dividends |
26 | 4.330.000 | 1.905.200 | 1.078.744) | 6.235.200 1.078.744) |
529.806 | 1.078.744) 6.765.006 |
|||
| Total transactions with owners | 4.330.000 | 1.905.200 | .078.744) | 5.156.456 | 529.806 | 5.686.262 | ||||
| Change in NCI shareholding Other movements |
.578.593 | .578.593) | 1.578.593 |
The notes on pages 14 to 49 form an integral part of these consolidated financial statements.
10
| VONPENDE HOLDINGS P.L.C. |
|---|
| Attributable to equity holders of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share EUR capital |
Share EUR premium |
Fair value Financial assets EUR at fair value comprehensive reserve - through other income |
refundable EUR advances Non- |
EUR reserve Translation |
earnings EUR Retained |
EUR Tota |
EUR controlling interests Non- |
EUR Total |
|
| Total other movements | (1.578.593) | (1.578.593) | 1.578.593 | |||||||
| Balance at 31 December 2021/ 1 January 2022 |
7.500.000 | 3.761.753 | (32.063.268) | 353.933 | 9.896.424 98.878.221 88.327.063 | 8.115.387 96.442.450 | ||||
| Comprehensive income Net profit for the vear |
(608.075) | (608.075) | 1.471.420 | 863.345 | ||||||
| Transfer to retained earnings due Other comprehensive income Fair value adjustment |
2.983.773 | 2.983.773 | 2.983.773 | |||||||
| to disposal | 45.750 | (45.750) | - | |||||||
| Other comprehensive income for the year |
3.029.523 | (45.750) | 2.983.773 | 2.983.773 | ||||||
| Total comprehensive income for the year |
3.029.523 | (653.825) | 2.375.698 | 1.471.420 | 3.847.118 | |||||
| Transactions with owners Dividends |
(982.292) | (982.292) | (982.292) | |||||||
| Total transactions with owners | 1982 292 | (982.292) | (982.292) | |||||||
| Other movements | (7.476.467) | 7.476.467 | ||||||||
| Total other movements | (7.476.467) | 7.476.467 | ||||||||
| Balance at 31 December 2022 | 7.500.000 | 3.761.75% | 29.033.745) | 353.933 | 2.419.957 104.718.571 89.720.469 | 9.586.807 | 99.307.276 |
The notes on pages 14 to 49 form an integral part of these consolidated financial statements.
11
| 2072 | 2021 | ||
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | Note | EUR | EUR |
| Profit before tax | |||
| Adjustments for: | 4.738.476 | 40.386.098 | |
| Depreciation of property, plant and equipment | 2.690 | 9.370 | |
| Unrealised exchange profit | (3.190.661) | (2.805.790) | |
| Share of (profit)/loss from associates | 19 | (1.130.925) | 4.168.687 |
| Loss/(profit) from the sale of investment properties | 13.939.676 | (16.437) | |
| Fair value gains on investment property | (9.339.863) | (1.567.779) | |
| Fair value losses/(gains) on financial assets at fair value through profit or | |||
| OSS | 9.078.770 | (7.074.160) | |
| Impairment charge - investments in associates Impairment charge on loans receivable |
16 | 2.039.146 | 166.533 |
| Impairment charge of trade receivables | 13 | 1.849.072 | |
| Dividend income | 13 | 145.629 | 875.712 |
| Interest income | g 9 |
(7.555.855) | (30.127.573) |
| Interest expense | 10 | (50.528.783) 37.150.453 |
(44.735.362) |
| 32.969.286 | |||
| (4.651.247) | (5.902.393) | ||
| Changes in working capital: | |||
| Increase in inventories Increase in trade and other receivables |
(1.128.036) | (3.658.963) | |
| (9.948.251) | (2.625.769) | ||
| Increase in financial assets at fair value through profit or loss Decrease/(increase) in bank deposits |
(13.143.757) | (22.679.609) | |
| Increase in trade and other payables | 13.241.906 | (26.744.403) | |
| 814.911 | 4.180.112 | ||
| Cash used in operations | (14.814.474) | (57.431.025) | |
| Interest received | 47.651.540 | 44.690.268 | |
| Dividends received | 4.132.201 | 30.127 57/3 | |
| Tax paid | (3.878.995) | (4.893.447) | |
| Net cash generated from operating activities | 33.090.77 | 12.493.369 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payment for purchase of property, plant and equipment | (87.579) | ||
| Payment for purchase of investment property | 17 | (8.744) | (13.166) |
| Payment for purchase of financial assets at fair value through other | |||
| comprehensive income | (778.971) | ||
| Payment for purchase of investments in subsidiaries Payment for purchase of investments in associated undertakings |
18 | (42.000) | |
| Loans granted | 19 | (599.888) | (317.647) |
| Loans repayments received | (59.762.111) | ||
| Proceeds from sale of investment properties | 17 | 340 356.654 | 246.911.268 |
| Proceeds from sale of investments in subsidiary undertakings | 17.264.896 | 100.436 | |
| Interest received | 9.164 | 122.861 45.094 |
|
| Proceeds from sale of financial assets at amortised cost | 29.689.091 | ||
| Payment for purchase of financial assets at amortised cost | (478.726.781) (37.639.460) | ||
| Net cash (used in)/generated from investing activities | (91.603.187) 148.626.304 | ||
| 240777 | 2021 | ||
|---|---|---|---|
| Note | EUR | EUR | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issue of share capital | 6.765.005 | ||
| Repayments of borrowings | (170.507.324) (154.805.715) | ||
| Proceeds from borrowings | 258.598.595 | ||
| Interest paid | (36.820.966) | (32.969.286) | |
| Dividends paid | (982.292) | (1.078.744) | |
| Net cash generated from / ( used in ) financing activities | 50.288.013 (182.088.740) | ||
| Net decrease in cash and cash equivalents | (8.224.902) | (20.969.067) | |
| Cash and cash equivalents at beginning of the year | 15.134.616 | 36.103.683 | |
| Cash and cash equivalents at end of the year | 6.909.714 | 15.134.616 |
The Company Vonpende Holdings P.L.C. (the "Company") was incorporated in Cyprus on 20 December, 2007 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at Angelou Terzaki Street, 110, Office No.4, 2402, Egkomi, Nicosia, Cyprus. Its business address at Akamantis Business Center, Egypt street, 10, Office no. 306, 3rd floor, P.C. 1097, Nicosia, Cyprus.
The principal activities of the Group comprise the trading in financial instruments, the receiving and granting of loans, the ownership of commercial property, the distribution and provision of telecommunication equipment and the completion of networking solutions, wireless and wired. Additionally, the Group invests in marketable securities via high caliber local and international institutions and brokers and is actively investing and seeking opportunities in the real estate industry in Cyprus and abroad.
These consolidated financial statements have been prepared in accordance with International Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. These consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of investments in subsidiary companies which are classified as financial assets at fair value through other comprehensive income and measured at fair value, investment properties measured at fair value and financial assets at fair value through profit or loss.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.
During the current year the Group adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2022. This adoption did not have a material effect on the accounting policies of the Group.
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented in these consolidated financial statements unless otherwise stated.
The Company has subsidiary undertakings for which section 142(1)(b) of the Cyprus Companies Law Cap. 113 requires consolidated financial statements to be prepared and laid before the Company at the Annual General Meeting. The Group's consolidated financial statements are comprised of the financial statements of the parent company Vonpende Holdings P.L.C. and the financial statements of the following subsidiaries: "Wing Hang Enterprises (Cyprus) Limited", "Kirnione Holdings Limited", "Winncom Technologies Holding Limited" (the "Irish Group"), "Alodie Properties Limited", "Elbridge Investments (Cyprus) Limited", "Lostmperi Holdings Ltd" and its subsidiary "Aeliano Enterprises Limited". The "Irish Group" is consisted of "Winncom Technologies Holding Limited" and its subsidiary "Winncom Technologies EU Limited".
The financial statements of all the Group companies are prepared using uniform IFRS accounting policies. All intercompany transactions and balances between Group companies have been eliminated during consolidation.
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assess acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurements are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group's previously held equire is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognising its share of further losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over the Group's share of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss.
The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognised in the Group's consolidated financial statements only to the extent of interests in the associate that are not related to the Group.
Revenue is recognised on the following basis:
Sales of products are recognised at the point in time when the Group satisfies its performance obligation by transferring control over the promised products to the customer, which is usually when the products are delivered to the customer, risk of obsolescence and loss have been transferred to the customer and the customer has accepted the products.
Revenue from rendering of services is recognised over time while the Group satisfies its performance obligation by transferring control over the promised service to the customer in the accounting period in which the services are rendered.
For fixed price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
The input method is used to measure progress toward completion of the performance obligation as it provides a faithful depiction of the transfer of the services to the customer.
The Group concluded that it transfers control over its services at a point in time, upon receipt by the customer of the service, because this is when the customer benefits from the relevant service.
Dividend from investments in securities is recognised when the right to receive payment is established. Withheld taxes are transferred to profit or loss. Interest from investments in securities is recognised on an accruals basis.
Profits or losses from the sale of investments in securities represent the difference between the net proceeds and the carrying amount of the investments sold and is transferred to profit or loss.
The difference between the fair value of investments at fair value through profit or loss as at 31 December 2022 and the mid cost price represents unrealised gains and is included in profit or loss in the period in which it arises. Unrealised gains and losses arising from changes in the fair value of financial assets at fair value through other comprehensive income are recognised in other comprehensive income and then included in the fair value reserve in equity. When financial assets at fair value through other comprehensive income are sold or impaired, the accumulated fair value adjustments are transferred to retained earnings.
Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.
Interest income is recognised on a time-proportion basis using the effective interest method.
Dividends are received from financial assets measured at fair value through profit or loss (FVTPL) and at fair value through other comprehensive income (FVOCI). Dividends are recognised as other income in profit or loss when the right to receive payment is established. This applies even if they are paid out of preacquisition profits, unless the dividend clearly represents a recovery of part of the cost of an investment. In this case, the dividend is recognised in OCI if it relates to an investment measured at FVOCI.
The Group and its employees contribute to the Government Social Insurance Fund based on employees' salaries. The Group's contributions are expensed as incurred and are included in staff costs. The Group has no legal or constructive obligations to pay further contributions if the scheme does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods.
Interest income is recognised on a time-proportion basis using the effective method.
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Items included in the Group's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Euro (EUR), which is the Group's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Translation differences on non-monetary items such as equities held at fair value through profit or loss are reported as part of the fair value gain or loss.
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.
Dividend distribution to the Company's shareholders is recognised in the Group's financial statements in the year in which they are approved by the Company's shareholders.
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on the straight-line method so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates used are as follows:
| Furniture, fixtures and office equipment | |
|---|---|
| Computer hardware and operating systems | |
| Office equipment | 20 |
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.
Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Investment properties, represent mainly investment in land in Egkomi, Cyprus which is held for capital appreciation and carried at fair value at the reporting date. Gains or losses arising from changes in the fair value of investment property are included in profit or loss for the period in which they arise.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the continued use of the asset. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
The Group classifies its financial assets in the following measurement categories:
The classification and subsequent measurement of debt financial assets depends on: (i) the Group's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
For investments in equity instruments that are not held for trading, the classification will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). This election is made on an investment basis.
All other financial assets are classified as measured at FVTPL.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention ("regular way" purchases and sales) are recorded at trade date, which is the date when the Group commits to deliver a financial instrument. All other purchases and sales are recognised when the entity becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.
Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments.
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in 'other income'. Any gain or loss arising on derecognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income. Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, bank deposits with original maturity over 3 months, trade receivables and financial assets at amortised cost.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOC. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/((losses). Interest income from these financial assets is included in "other income". Foreign exchange gains and losses are presented in "other gains/(losses)" and impairment expenses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income.
FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within "other gains/(losses)" in the period in which it arises.
The Group subsequently measures all equity investments at fair value. Where the Group's Management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. The Group's policy is to designate equity investments as FVOCI when those investments are held for strategic purposes other than solely to generate investment returns. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established.
Changes in the fair value of financial assets at FVTPL are recognised in "other gains/(losses)" in the consolidated statement of profit or loss and other comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVTPL are not reported separately from other changes in fair value.
The Group assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at AC. The Group measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (i) time value of money and (iii) all reasonable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.
The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of profit or loss and other comprehensive income within other expenses. Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item.
Debt instruments measured at AC are presented in the consolidated statement of financial position net of the allowance for ECL.
The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
For trade receivables and contract assets, including trade receivables and contract assets with a significant financing component, and lease receivables the Group applies the simplified by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the financial assets.
For all other financial instruments that are subject to impairment under IFRS 9, the Group applies general approach three stage model for impairment. The Group applies a three stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1.
Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter ("12 Months ECL"). If the Group identifies a significant increase in credit risk ("SICR") since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any ("Lifetime ECL"). Refer to note 6, Credit risk section, for a description of how the Group determines when a SICR has occurred. If the Group determines that a financial asset is creditimpaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Group's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.
Financial instruments are reclassified only when the business model for managing those assets changes. The reclassification has a prospective effect and takes place from the start of the first reporting period following the change.
Financial assets are written off, in whole or in part, when the Group exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Group may write-off financial assets that are still subject to enforcement activity when the Group seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.
The Group sometimes renegotiates or otherwise modifies the contractual terms of the financial assets. The Group assesses whether the modification of contractual cash flows is substantial considering, among other, the following factors: any new contractual terms that substantially affect the risk profile of the asset (e.g. profit share or equitybased return), significant change in interest rate, change in the currency denomination, new collateral or credit enhancement that significantly affects the credit risk associated with the asset or a significant extension of a loan when the borrower is not in financial difficulties.
If the modified terms are substantially different, the rights to cash flows from the original asset expire and the Group derecognises the original financial asset and recognises a new asset at its fair value. The date of reneaptiation is considered to be the date of initial recognition for subsequent impairment calculation purposes, including determining whether a SICR has occurred. The Group also assesses whether the new loan or debt instrument meets the SPPI criterion. Any difference between the carrying amount of the original asset derecognised and fair value of the new substantially modified asset is recognised in profit or loss, unless the substance of the difference is attributed to a capital transaction with owners.
In a situation where the renegotiation was driven by financial difficulties of the counterparty and inability to make the originally agreed payments, the Group compares the original and revised cash flows to assets whether the risks and rewards of the asset are substantially different as a result of the contractual modification. If the risks and rewards do not change, the modified asset is not substantially different from the original asset and the modification does not result in derecognition. The Group recalculates the gross carrying amount by discounting the modified contractual cash flows by the original effective interest rate, and recognises a modification gain or loss in profit or loss.
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise cash at bank and cash with brokers. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Trade receivables are also subject to the impairments of IFRS 9. The Group applies the IFRS 9 simplified approach to measuring expected credit loses a lifetime expected loss allowance for all trade receivables. See note 6, Credit risk section.
Trade receivables are written off when there is no reasonable expectation of recovery.
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.
A financial liability is derecognised when the obligation under the liability is discharged or expires.
Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the borrowings using the effective interest method.
Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
An exchange between the Group and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. (In addition, nthen qualitative factors, such as the currency that the instrument is denominated in, changes in the type of interest rate, new conversion features attached to the instrument and change in loan covenants are also considered \
If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
Modifications of liabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch up method, with any gain or loss recognised in profit or loss, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners and is recognised directly to equity.
Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange interences anising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs that are directly attributable to the acquisition or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.
Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised armunits and there is an intention to settle on a net basis, or to realise the liability simultaneously. Thirs is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position.
Inventories are stated at the lower of cost and net realisable value. The cost is determined using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less the costs to completion and selling expenses.
Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-current, when the goods or services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the Group. Other prepayments are written off to profit or loss when the goods or services relating to the prepayments are received. If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognised in profit or loss.
Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.
Non-current liabilities represent amounts that are due more than twelve months from the reporting date.
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
At the date of approval of these consolidated financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the consolidated financial statements of the Group.
The Group is exposed to market price risk, interest rate risk, liquidity risk, currency risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:
Market price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices. The Group's financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss are susceptible to market price risk arising from uncertainties about future prices of the investments. The Group's market price risk is managed through diversification of the investment portfolio.
The Group's interest rate risk arises from interest-bearing assets and long term borrowings. Interest-bearing assets and borrowings at variable rates expose the Group to cash flow interest rate risk. Interest bearing assets and borrowings issued at fixed rates expose the Group to fair value interest rate risk.
The Group's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash and cash equivalents, loans receivable and contractual cash flows of debt investments measured at amortised cost and outstanding receivables.
Credit risk is managed on a group basis.
For banks and financial institutions, only parties whom management has internally healthy and stable are accepted.
For counterparties with no independent rating, Management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual credit limits and credit terms are set based on the credit quality of the customer in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
These policies enable the Group to reduce its credit risk significantly.
The Group has the following types of financial assets that are subject to the expected credit loss model:
The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
Impairment losses are presented as net impairment losses on financial and contract assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
The Group considers the probability of default upon initial recognition of the asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the financial asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the internal rating model. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. No significant changes to estimation techniques or assumptions were made during the reporting period.
The Group has decided to use the low credit risk assessment exemption for investment grade financial assets. Management consider 'low credit risk' for listed bonds to be an investment grade credit rating with at least one major rating agency. Other instruments are considered to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group categorises a debt financial asset for write off when a debtor fails to make contractual payments for a prolonged period of time. Where debt financial assets have been written off, the Group continues to engage in enforcement activity to attempt to receivable due. Where recoveries are made, these are recognised in profit or loss.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL.
(ii) Impairment of financial assets (continued)
A summary of the assumptions underpinning the Group's expected credit loss model is as follows:
| Category | Group definition of | Basis for recognition of | Basis for calculation of |
|---|---|---|---|
| category | expected credit loss provision |
linterest revenue | |
| Performing | Counterparties have a low risk of default and a strong capacity to meet contractual cash flows |
Stage 1: 12 month expected losses. Where the expected lifetime of an asset is less than 12 months, expected losses are measured at its expected lifetime. |
Gross carrying amount |
| Underperforming | Counterparties for which there fis a significant increase in credit risk; as significant lincrease in credit risk is presumed if interest and/or principal repayments are 30 days past due (see above in more detail) |
Stage 2: Lifetime expected losses |
Gross carrying amount |
| Non-performinq | Interest and/or principal repayments are 90 days past due |
Stage 3: Lifetime expected losses |
Amortised cost carrying amount (net of credit allowance) |
| Write-off | Interest and/or principal repayments are 180 days past due and there is no reasonable expectation of recovery. |
Asset is written off | None |
The gross carrying amounts below represent the Group's maximum exposure to credit risk on these assets as at 31 December 2022 and 31 December 2021:
| Group internal credit rating | 207272 | 2021 |
|---|---|---|
| ੜ੍ਹਾ ਕ | EUR | |
| Performing | 739.600.471 | 890.242.037 |
| Underperformina | 33.134.308 | 28.071.295 |
| Write off | 1.849.072 | |
| Trotal | 772.734.779 920.162.404 |
Portion of the Group's loans receivable is secured and pledged by various parties, for the timely and full performance of the contractual obligations on those loans receivable.
During 2021, the amount of EUR 1.849.072 was recognised as a provision for irrecoverability of the unsecured loans receivable.
(ii) Impairment of financial assets (continued)
For trade and other receivables lifetime ECL was provided for them upon initial application of IFRS 9 until these and offer to determined on initial application of IFRS 9 that it would require under on the cost and effort to determine whether their credit risk has increased significantly since initial recognition to the date of initial application of IFRS 9.
The gross carrying amounts below represent the Group's maximum exposure to credit risk on these assets as at 31 December 2022 and 31 December 2021:
| Group internal credit rating | 2022 | 2021 |
|---|---|---|
| EUR | EUR | |
| Performing | 14.132.056 | 7.270.709 |
| Total | 14.132.056 | 7.270.709 |
There were no significant other receivables written off during the year that are subject to enforcement activity.
The Group assesses, on a group basis, its exposure to credit risk arising from cash at bank. This assessment takes into account, ratings from external credit rating institutions and internal ratings, if external are not available.
Bank deposits held with banks with investment grade rating are considered as low credit risk.
The gross carrying amounts below represent the Group's maximum exposure to credit risk on these assets as at 31 December 2022 and 31 December 2021:
| Group internal credit rating | 2022 | 2021 |
|---|---|---|
| EUR | EUR | |
| Performing | 26.217.657 | 47.684.465 |
| Total | 26.217.657 47.684.465 |
The ECL on current accounts is considered to be approximate to zero, unless the bank is subject to capital controls. The ECL on deposits accounts is calculated by considering published PDs for the rating as per Mody's and an LGD of 40-60% as published by ECB.
The Group does not hold any collateral as security for any cash at bank balances. Most of the Group's cash and cash equivalents are eligible for participation and are partly covered by the Deposit Guarantee Scheme. In this respect, the Group's exposure at default is minimised and the identified impairment loss (ECL) is immaterial.
There were no significant cash at bances written off during the year that are subject to enforcement activity.
During the year, the following losses were recognised in profit or loss in relation to impaired financial assets and contract assets:
| Impairment losses | 2072 | 2021 |
|---|---|---|
| Eilir | EUR | |
| Impairment charge - investments in associates | (2.039.146) | (166.533) |
| Impairment charge - loan receivable | (1.849.072) | |
| Impairment charge - trade receivable | (145.629) | (875.712) |
| Net impairment loss on financial assets | (2.184.775) |
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
Currency risk is the risk the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar and the Russian Ruble. The Group's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Capital includes equity shares, share premium and non refundable advances.
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Group's overall strategy remains unchanged from last year.
The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the reporting date.
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the current bid price. The appropriate quoted market price for financial liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods, such as estimated discounted cash flows, and makes assumptions that are based on market conditions existing at the reporting date.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
When measuring expected credit losses the Group uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.
Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.
The Group reviews its inventory records for evidence regarding the saleability of inventory and its net realizable value on disposal. The provision for obsolete and slow-moving inventory is based on Management's past experience, taking into consideration the value of inventory as well as the movement and the level of stock of each category of inventory.
The amount of provision is recognised in profit or loss. The review of the net realisable value of the inventory is continuous and the methodology and assumptions used for estimating the provision for obsolete and slow-moving inventory are reviewed regularly and adjusted accordingly.
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
The fair value of investment property is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the investment property has been estimated based on the fair value of their individual assets.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the finporcial assets at fair value through other comprehensive income has been estimated based on the fair value of these individual assets.
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in note 6, Credit risk section.
The impairment test is performed using the discounted cash flows expected to be generated through the use of non-financial assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Group estimates the recoverable amount of the cash generating unit in which the asset belongs to.
The Group uses various valuation methods to value non-listed investments. These methods are based on assumptions made by the Board of Directors which are based on market information at the reporting date.
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units of the Group on which the goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating units using a suitable discount rate in order to calculate present value.
The table below analyses assets carried at fair value, by valuation method. The different levels have been defined as follows:
| 31 December 2022 | Level 1 EUR |
Level 2 EUR |
Level 3 EUR |
lota EUR |
|---|---|---|---|---|
| Assets measured at fair value | ||||
| Investment properties (Note 17) | ||||
| Investment in land and properties | 3.765.709 | 3.765.709 | ||
| Financial assets at fair value through other | ||||
| comprehensive income | ||||
| Investment in subsidiaries (Note 18) | 40.690.524 | 40.690.524 | ||
| Non listed equity securities (Note 20) | 613.960 | 613.960 | ||
| Financial assets at fair value through profit | ||||
| or loss (Note 24) | ||||
| Equity securities listed on a Stock Exchange | 23.239.417 | 23,239,417 | ||
| Debt securities listed on a Stock Exchange | 69.268.264 | 69.238.264 | ||
| Non listed equity securities | 20.631.461 | 20.631.461 | ||
| Total | 92.477.681 | 65.701.654 158.179.335 | ||
| 31 December 2021 | Level 1 | Level 2 | Level 3 | Total |
| EUR | EUR | EUR | EUR | |
| Assets measured at fair value | ||||
| Investment properties (Note 17) | ||||
| Investment in construction project | 21.498.879 | 21.498.879 | ||
| Investment in land and properties | 4.122.795 | 4.122.795 | ||
| Financial assets at fair value through other | ||||
| comprehensive income | ||||
| Investment in subsidiaries (Note 18) | 37.534.444 | 37.534.444 | ||
| Non listed equity securities (Note 20) | 786.267 | 786.267 | ||
| Financial assets at fair value through profit | ||||
| or loss (Note 24) | ||||
| Equity securities listed on a Stock Exchange | 16.995.154 | 16.995.154 | ||
| Debt securities listed on a Stock Exchange | 73.644.258 | 73.644.258 | ||
| Non listed equity securities | 15.434.590 | 15.434.590 | ||
| Total | 90.639.412 | 79.376.975 | 170.016.387 |
There have been no transfers between different levels during the year.
The fair values of investments traded on active liquid markets are determined with reference to quoted market prices. These investments are included within Level 1 of the hierarchy.
The fair values of non-listed securities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments. The Group classifies the fair value of these investments as Level 3.
| Non-listed | Equity | ||||
|---|---|---|---|---|---|
| equity | securities at | ||||
| securities at | fair value | ||||
| fair value | through other | ||||
| through profit | Investment in | Investment comprehensive | |||
| or loss | subsidiaries | properties | income | Total | |
| EUR | EUR | EUR | EUR | EUR | |
| Balance at 1 January | 15.434.590 | 37.534.444 | 25.621.624 | 786.267 | 79.376.925 |
| Additions | 10.411.434 | 8.744 | 10.420.178 | ||
| Disposals | (2.742.725) | (17.264.896) | (20.007.621) | ||
| Exchange difference | 995.361 | 995.361 | |||
| Fair value adjustment in OCI | 3.156.080 | (172.307) | 2.983.773 | ||
| Total gains or losses: in profit or loss_ (3.467.199) | (4.599.763) | (8.066.962) | |||
| Balance at 31 December | 20.631.461 | 40.690.524 | 3.765.709 | 613.960 | 65.701.654 |
| Description | Fair value at 31 Valuation December technique 2022 EUR |
|---|---|
| Non-listed securities | 20.631.461 Discounted cash flow |
| Investment in subsidiaries | 40.690.524 Net asset value |
| Investment properties | 3.765.709 Residual method |
| Financial assets at fair value through other comprehensive income | 613.960 Net asset value |
| Description | Fair value at 31 Valuation December technique 2021 EUR |
| Non-listed securities | 15.434.590 Discounted cash flow |
| Investment in subsidiaries | 37.534.444 Net asset value |
| Investment properties | 25.621.674 Residual method |
| Financial assets at fair value through other comprehensive income | 786.267 Net asset value |
| 2002 | 2021 | |
|---|---|---|
| Rendering of services | EUR | EUR |
| Sales | 23,970 | 27.462 |
| Freight income | 16.605.455 | 15.135.613 |
| Dividend income | 569, 178 | |
| Interest income | 7-5-5355 | 30.127.573 |
| Net profit from trading activities | 50.519.619 | 44.690.268 |
| 439 857 | ||
| Net gain on trading in financial instruments Rental income |
1.787 854 | 821,196 |
| 2.400 | 5.270 | |
| 76.435.005 | 91.376.560 | |
| 10. Cost of sales | ||
| 2017222 | 2021 | |
| EUR | EUR | |
| Purchases | 13.182.095 | 13.388.117 |
| Investment activity performance fee | 1.875 | 23.226 |
| Interest expense | 37.826.399 | 34.793.846 |
| Net loss on trading in financial assets at fair value through profit or loss | 2.003.150 | |
| 53.013.519 | 48.205.189 | |
| 11. Other operating income | ||
| 2072 | 2071 | |
| EUR | ਵਿੱਚ ਹੋਇਆ ਗਿਆ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ ਜਾਣ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਹ ਸਾਂਝੀ ਦੀ ਸਾਹਿਤ ਹੈ। ਇਸ ਦੀ ਸਾਹਿਤ ਹੈ ਅਤੇ ਇੱਕ ਸਿੰਘ ਦ | |
| Amount payable written off | 6072 | 6.015 |
| Fair value gains on investment property (Note 17) | 9.339.863 | 1.567.779 |
| Fair value (loss)/ gains on financial assets at fair value through profit or loss (Note | ||
| 24) | (9.078.770) | 7.074.160 |
| Other income | 16.437 | |
| 261.695 | 8.664.391 | |
| 2072 | 2021 | |
|---|---|---|
| ష | EUR | |
| Directors' fees and staff costs | 315.913 | 332.099 |
| Rent | 36.997 | 36.742 |
| Directors' services | 294.938 | 323.813 |
| Annual levy | 2.450 | 2.450 |
| Services paid | 313,778 | 150.858 |
| Subscriptions and contributions | 10.145 | 13.594 |
| Auditors' remuneration - current year | 162437 | 149.718 |
| Auditors' remuneration - prior years | 16.503 | 21.500 |
| Accounting fees | 3 500 | 9.250 |
| Legal fees | 101.740 | 89.675 |
| Other professional fees | 557.109 | 738.615 |
| Other expenses | 242.915 | 274.553 |
| Travelling | 22.3075 | 20.534 |
| Custodian fees | 359.194 | 178.995 |
| Depreciation | 2.690 | 9.320 |
| 2.447.384 | 2.351.716 | |
| 13. Other expenses | ||
| 2017272 | 2021 | |
| Impairment charge - trade and other receivables | ੜ੍ਹਾ :: | EUR |
| Amount receivable written off | 145.629 | 875.712 |
| Net foreign exchange loss | 776 390 | 1.849.072 |
| Property right expenses | 161.048 | 1.467.125 |
| Loss from sales of investment properties (Note 17) | 13339.676 | |
| Impairment charge - investment in associate (Note 19) | 2.039.146 | 166.533 |
| 16.557.389 | 4.358.442 | |
| 14. Finance income/(costs) | ||
| 20747 | 2021 | |
| EUR | EUR | |
| Interest income | 9.164 | 45.094 |
| Finance income | 9.164 | 45.094 |
| Net foreign exchange losses | (99.243) | |
| Interest expense | (683) | (14.183) |
| Sundry finance expenses | (310.744) | (187.190) |
| Finance costs | (410.670) | (201.373) |
| Net finance costs | (401,506) | (156.279) |
| Corporation tax - current year Corporation tax - prior years Overseas tax Defence contribution - current year |
20792 ETR 133,474 156 3.690.127 1.374 |
2021 EUR 295.751 142.342 4.434.050 7.141 |
|---|---|---|
| Charge for the year | 3.875.131 | 4.879.284 |
| 2022 | 2021 | |
|---|---|---|
| Profit attributable to the owners (EUR) | 863.345 | 35.506.814 |
| Weighted average number of ordinary shares in issue during the year | 253.600 | 253.600 |
| Profit per share attributable to the owners of the Company (EUR) | 3,40 | 140.01 |
The Company's share price as at 31 December 2022 in Cyprus Stock Exchange Emerging Companies Market was EUR16,60 (31 December 2021: EUR 16,60).
| 2022 | 2021 | |
|---|---|---|
| Balance at 1 January | EUR | EUR |
| Additions | 25.621.674 | 24.124.729 |
| 8.744 | 13.166 | |
| Disposals | (17.264.896) | (84.000) |
| Loss from sale of investment in construction project (Note 13) | (13.939.676) | |
| Fair value adjustment (Note 11) | 9.339.863 | 1.567.779 |
| Balance at 31 December | 3765.709 | 25.621.674 |
Investment properties as at 31 December 2022 include a plot of land and commercial property. As at 31 December 2021, investment properties represented also Group's contribution into a shopping. As at DI December 1970.
through which a permanent actablishment was maintrined in opping an through which a permanent establishment was maintained.
During 2022 and due to the current economic and political instability in countries worldwide, sudden sharp increase in the global interest rates, fluctuations on foreign earlines worldwite worldwite, sudden surp increase of the extent of negative effect of these factors on the buiness activities, the Management decided to dispose off its permanent establishment, realising a loss on disposal anounting to RUB 807.400.000 (equivalent to EURL3.939.676) (Note 13).
| 2022 | 2021 | |
|---|---|---|
| EUR | EUR | |
| Balance at 1 January Additions |
37.534.444 | 68.315.747 |
| Liquidation | 42.000 | |
| (122.861) | ||
| Transfer to associates as liquidation proceeds (Note 19) | ﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬﻬ | (15.956.566) |
| Transferred from investments in associates | 6.237.569 | |
| Fair value adjustment | 3.156.080 (20.981.445) | |
| Balance at 31 December | 40.690.572 | 37.534.444 |
The details of the subsidiaries are as follows:
| Name | Country of incorporation |
Principal activițies | 2022 Holding % |
2021 Holding |
|---|---|---|---|---|
| LLC "Business Active" | Russia | Activity in the field of Law |
ول | % 90 |
| LLC "Hotel" | Russia | Purchase and sale of own non- residential immovable property |
100 | 100 |
| LLC "Community-Group" | Russia | Letting and management of own and rented realty |
100 | 100 |
| CJSC "Ezhin-1" | Russia | Letting and management of own and rented realty |
100 | 100 |
| CJSC "Kapmar-1" | Russia | Letting and management of own and rented untenantable |
100 | 100 |
| LLC "Estate Finance" | Russia | realty Wholesale non- specialized |
70 | 70 |
| LLC "MBK" | Russia | Activity in the field of law |
100 | 100 |
| CJSC "VIMS" | Russia | Investments in securities |
100 | 100 |
| JSC "Trading Town "Cheremushkinskiy" | Russia | Letting of own realty |
56,001 | 56,001 |
| CJSC "Astra Vosem" | Russia | Letting of own and rented untenantable realty |
100 | 100 |
| LLC "NITS" | Russia | Letting and management of own or rented untenantable realty |
100 | 100 |
| Kruszywa Skalne Sp. z o.o | Poland | Mining and quarrying activity |
89,75 | 89,75 |
| Winncom Technologies Corp. | United States | Network solutions and distribution |
67 | 67 |
| 18. Investments in subsidiaries (continued) | |||
|---|---|---|---|
| Uzbekistan | Network | 67 | 67 |
| distribution | 67 | ||
| United States | Network | 67 | 67 |
| distribution | |||
| 100 | 100 | ||
| of short-term | |||
| financing activities | |||
| Winncom Hungary Trading and Services Limited Hungary Cyprus |
distribution Network Ownership and leasing of immovable property and that |
67 |
Involvement with unconsolidated entities.
The Group did not consolidate the above subsidiaries as they are individually and collectively immaterial to consolidate.
*During the year 2021 the Group's holding in Glasborini Developments Limited was increased to 100% due to an additional contribution made, hence reclassified as an investment in subsidiary from investment in associate
| 20772 | 2021 | |
|---|---|---|
| Balance at 1 January | EUR | EUR |
| Additions | 12.424.319 | 6.722.895 |
| 374.486 | 317.647 | |
| Transfer to investment in subsidiary (Note 18) Impairment charge (Note 13) |
(6.237.569) | |
| Acquisition through liquidation | (2.039.146) | (166.533) |
| Share of results of associates | 15.956.566 | |
| Other movement | 1.130.925 | (4.168.687) |
| (274.598) | ||
| Balance at 31 December | 12.115.986 | 12.424.319 |
The details of the investments are as follows:
| Name | Country of incorporation |
Principal activities | 2022 Holding Vo |
2021 Holding ಲ್ಲಿ ರ |
2022 EUR |
2021 EUR |
|---|---|---|---|---|---|---|
| Grenton Spolka Poland | Innovative technology |
24.99 | 23.32 | 735.096 | 327,500 | |
| Duna Terasz Premium Ingatlanforgal mazo KFT |
Hungary | Real estate | 20 | 20 | 1.005 | 1.005 |
| JSC Novco | Russia | Financial mediation |
33.33 | CB 33 | 11,095,854 | 11 322.215 |
| Key Altea Grande S.L |
Spain | Real estate | 45 | 1.000 | ||
| Key Premium Development S.L |
Spain | Real estate | 45 | 1.083 | ||
| Key Enterprises Spain Developments S.L. |
Investing in real estate properties |
45 | 271.516 | |||
| Key Vision Project S.L |
Spain | Holding Company | 45 | 284.031 | ||
| 12.115.986 | 12.424.319 |
Key Vision Project S.L. was incorporated during 2022, as a parent business entity and absorbed Key Altea Grande S.L, Key Premium Development S.L and Key Enterprises Developments S.L., and is engaged in controlling stocks and membership interest of the absorbed companies.
During 2021, the associate company JSC "Novco" was transferred to the Group as liquidation proceeds due to the voluntary liquidation of its wholly owned subsidiary Banfer Estates Limited (Note 18).
During 2021, the Group's investment in Glasborini Developments Limited was reclassified as a subsidiary due to the increase of its shareholding.
| 2022 | 2021 | |
|---|---|---|
| EUR | EUR | |
| Balance at 1 January | 786.267 | 327.659 |
| Additions | 778.971 | |
| Fair value adjustment | (172.307) | (320.363) |
| Balance at 31 December | 613,960 | 786.267 |
The details of the investments are as follows:
| Name | Country of incorporation |
Principal activities |
2022 Holding 0/0 |
2021 Holding % |
|---|---|---|---|---|
| Bragi GmbH | Germany | Wearable technology software |
||
| Duna Terasz Grande Ingatlanforqalmazo KFT D&B Real-Estate Investment KFT |
Hungary Hungary |
development Real estate Real estate |
6.36 7,50 7,50 |
6,42 7,50 7,50 |
| Duna Terasz Green Duna Terasz Admin |
Hungary Hungary |
Real estate Real estate |
7.50 7,50 |
During the year under review, the Group's investment D&B Real-Estate Investment KFT was demerged. Following the demerger the Group owner 7.5% shareholing in D&B Real-Estate Investment KFT and 7.50% in each of the new Hungarian Companies created after the demerger (in Duna Terasz Green and Duna Terass Admin).
During the year under review, the Group's investment Bragi GmbH increased its issued share capital however the Group's shareholding was diluted since no additional contribution was mode.
The Group's investment in the share capital of Duna Terasz Ingatlantorgalmazo Grande KFT was pledged for securing the amount of HUF 22.922.357.000 (equivalent to Euro 57.478.30 approximately), which corresponds to the loan facility received by Duna Terasz Ingatlanforgalmazo Grande KFT from a financial institution.
| 2022 | 2021 | |
|---|---|---|
| Loans receivable | EUR | EUR |
| 685,838.329 | 843.273.458 | |
| Loans to related parties (Note 31.1) | 97.885.041 | 86.028.465 |
| Loss allowance on loans receivable | (10.988.591) (10.988.591) | |
| 777 13 13 17 13 | 918.313.332 | |
| Less current portion | (28.501.645) | (975.383) |
| Non-current portion | 744.233.134 917.337.949 | |
| The loans are repayable as follows: |
| 2022 | 2021 | |
|---|---|---|
| Within one year Between one and five years After five years |
EUR | EUR |
| 28.501.645 | 975.383 | |
| 74 3 904 - 3 3 | 917.050.961 | |
| 328.789 | 286.988 | |
| 772.734.779 918.313.332 |
The exposure of the Group to credit risk in relation to loans receivable is reported in note 6 of the consolidated financial statements.
The fair values of non-current receivables approximate to their carrying amounts as presented above.
Portion of the Group's loans receivable is secured and pledged by various parties, for the timely and full performance of the contractual obligations on those loans receivable.
The loan to a third party is secured by mortgage against 529.805 ordinary shares of nominal value of EUR 1 each of the subsidiary company Aeliano Enterprises Limited (Cyrus), which are held by the individual party, for securing the corresponding amount
| Finished products and goods for resale | 2022 | 2021 |
|---|---|---|
| EUR | EUR | |
| 9.029.283 | 7.901.247 | |
| 9.029.283 - - | 7.901.247 |
The cost of inventories recognised as expense and included in "cost of sales" amounted to EUR12.807.964 (2021: EUR13.338.817).
No provision was recognized in cost of sales against stock during the period due to slow moving and obsolete stock.
| 2022 | 2021 | |
|---|---|---|
| Trade receivables | EUR | EUR |
| 5.640.076 | 5.217.181 | |
| Tax receivable | 30 397 | |
| Promissory notes receivable | 2720.851 | 1.325.723 |
| Receivable from related parties (Note 31.2) | 3 552 175 | 357.258 |
| Deposits and prepayments Other receivables |
15 331 | 122.894 |
| 5.825.088 | 370.392 | |
| Refundable VAT | 446.041 | 536,884 |
| 17.729.954 | 7.927.332 |
The Group does not hold any collateral over the trading balances.
Payments to contractors were made for the development of land plots situated in Engomi, Nicosia, Cyprus.
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.
The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note 6 of the consolidated financial statements.
| 2077 | 2021 | |
|---|---|---|
| ష | EUR | |
| Balance at 1 January | 106.074.002 | 73.698.384 |
| Additions | 26.962.804 | 37.243.007 |
| Disposals | (13.819.047) | (14.563.398) |
| Change in fair value | (9.078.770) | 7.074.160 |
| Exchange differences | 2.621.849 | |
| Interest charged | 9.738.911 | 6.144.185 |
| Interest received | (9.959.419) | (6.105.518) |
| Exchange differences | 3.190.661 | |
| Balance at 31 December | ||
| 113.109.142 | 106.074.002 |
Financial assets designated as at fair value through profit or loss are analysed as follows:
| Financial assets at fair value through profit or loss | 207.02 EUR |
2021 EUR |
|---|---|---|
| Debt securities listed on a Stock Exchange | 69.268.264 | 73.644.258 |
| Equity securities listed on a Stock Exchange Non-listed equity securities |
23.239.417 | 16.995.154 |
| 20.631.461 | 15.434.590 | |
| 113.109.142 | 106.074.002 |
The financial assets at fair value through profit or loss are marketable securities and are valued at market value at the close of business on 31 December by reference to Stock Exchange quoted bid prices. Financial at an are value at value through profit or loss are classified as current assets because they are expected to be realised within twelve months from the reporting date.
In the consolidated cash flow statement, financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in world on the consolidated statement of profit of a and other comprehensive income, in fair values of financial assets at fair value through profit or loss are
and other comprehensive income, changes in fair values of fair val recorded in operating income.
Cash balances are analysed as follows:
| 2022 | 2021 | |
|---|---|---|
| Cash with brokers | ਕੋਂ ਗਿਡ | EUR |
| Cash at Electronic Money Institutions | 939,759 | 3.591.800 |
| Cash at bank | 395.093 | 466.269 |
| Visa cards | 5.562.281 | 11.058.616 |
| Bank deposits | 1745:31 | 17.933 |
| 19.307.943 | 32.549.849 | |
| 26.217.657 | 47.684.465 |
The effective interest rates on short-term bank deposits vary between 1,5% to 5,45%.
The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in
note 6 of the consolidated financial cratements note 6 of the consolidated financial statements.
| Authorised | 20927 Number of shares |
20172 EUR |
2021 Number of shares |
2021 EUR |
|---|---|---|---|---|
| Ordinary shares of EUR 12,50 each | 600.000 | 7,500.000 | 600.000 | 7.500.000 |
| 600.000 | 7.500.000 | 600,000 | 7.500.000 | |
| Issued and fully paid Balance at 1 January |
600.000 | 7.500.000 | 253.600 | 3.170.000 |
| Issue of shares | 346.400 | 4.330.000 | ||
| Balance at 31 December | 600.000 | 7.500.000 | 600,000 | 7.500.000 |
| Current borrowings | 2022 EUR |
2021 EUR |
|---|---|---|
| Bank loans | 40.535.425 | 50.430.643 |
| Non-current borrowings Bonds payable Trade loan payable |
144.996.605 698.218.080 |
596.839.034 408.330.662 |
| Total | 843.214.685 1.005.169.696 883.750.110 1.055.600.339 |
The bank loans are secured by floating charge against Group's financial instruments held within the portfolio.
The effective interest rates on short-term bank loans are 0,75% plus Euromarket rate.
The bonds payable are subject to a floating interest rate equal to annual Euro Libor rate on a drawing date plus a margin of 2,65% and 2,80% per annum, and are repayable by the year 2030.
Maturity of non-current borrowings:
| Within one year Between one and five years After five years |
20722 EUR 40.535.425 843.214.685 |
2021 EUR 50.430.643 361.786.184 643.383.512 |
|---|---|---|
| 883.750.110_1.055.600.339 | ||
| 28. Trade and other payables | ||
| 720 72 EUR |
2021 EUR |
|
| Trade payables | 3.367.590 | 2.388.319 |
| Social insurance and other taxes | 24.1154 | 32.089 |
| Payable to related parties (Note 31.3) VAT |
3.755.895 | 4.331.152 |
| Accruals | 17.430 | 18.514 |
| Other creditors | 2.440.719 | 204.327 |
| Deferred income | 1.587.570 | 4.356.544 |
| Defence tax on rent payable | 2.590.292 | 1.632.771 |
| p |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
23
13.778.650 __ 12.963.739
| 2022 EUR |
2021 EUR |
|
|---|---|---|
| Corporation tax Special contribution for defence |
1.374 | 1.718 3.520 |
| 1.374 | 5.238 |
The geopolitical situation in Eastern Europe intensified on 24 February 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these financial statements for issue, the confiict onlines to evolve as military activity proceeds. In addition to the impact of the events on issue, the continues in Russia, Ukraine, or Belarus or that conduct business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges.
The European Union as well as United States of America, Switzerland, United Kingdom and other countries imposed a series of restrictive measures (sanctions) against the Russian government, various companies, and certain individuals. The sanctions include an esset freeze and a prohibition from making funds available to the sanctioned individuals and entities. In addition travel bans applicable to the sanctioned individuals prevents them from entering or transiting through the relevant traines. The Republic of Cyprus has adopted the United Nations and European Union measures. The Republic of Cyplus ins adopted the United Nations of Birling of William of the posibility of further sanctions in the future.
Emerging uncertainty regarding global supply of commodities due to the conflict between Russia and Ukraine conflict may also disrupt certain global to wards on coline significant upwards pressure on commodity prices and input costs as seen through early March 2022. Challenges for companies may include availability of funding to ensure access to raw materials, ability to finance margin payments and hilder and minuted on contractual non-performance.
The impact on the Group largely depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markes.
The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the conflict prevails and the high level of uncertainties arising from the inability to reliably predict the outcome.
The Group has the following exposures in the Russian Federation:
Operating in Russia, Belarus and Ukraine involves some risk of political instability, which may include changes in government, negative policy shifts and civil unrest. Financial made charges m
community on cortain of the Rusein unrest. Financial and economic sanctions community on certain sectors of the Russian economy as well as businesses and individuals in Russia in the first quarter of 2022 and ever since, and the counter-measures imposed by Russia in the United States of America, United Kingdom and European Union, may potentially pose a risk to the Group's operations. These factors may have a negative impact on the Group's supply arrangements, capital flows and ability of the Group to secure external financing.
The Group actively monitors political developments on an ongoing basis. However, the macroeconomic situation in Ukraine, Russia and Belarus is out of Management's control. The scope and impact of any new potential sanctions (and any counter-sanctions) is yet unknown, however they might further affect key Russian financial institutions as well as companies operating in the Russian Federation and Belarus.
Management has considered the unique circumstances that could have a material impact on the business operations and the risk exposures of the Group and have a macella mayer a macella milpacts operations operations
and the risk exposures of the Group and has concluded that the main impa position may arise from:
Management is in the process of reasessing their trading and relevant cash flows using revised assumptions and incorporating downside scenarios in assessing actual and potential financing needs, taking into consideration the main impacts identified above.
From the analysis performed additional liquidity needs/impact on financial covenants have been identified. Management is already negotiating with the financial institutions covenants nave been loentined.
measures and alternative sources of financial institutions covenant resets measures and alternative sources of financing such as:
Management will continue to monitor the situation closely and assess/seek additional measures/committed facilities as a fall-back plan in case the crisis becomes prolonged.
The Company is listed to the Cyprus Stock Exchange Emerging Companies Market and its shares are spread towards various foreign and Cyprus based legal entities and various Cyprus resident and non-resident individuals.
The following transactions were carried out with related parties:
| D&B Real-Estates Investment (Hungary) 31/10/2026 | Maturity | Interest rate: 2,80% plus 12 months |
2022 EUR |
2021 EUR |
|---|---|---|---|---|
| Duna Terasz Grande Ingatlanforgalmazo 31/12/2024 KFT (Hungary) |
Euribor 2,80% plus 12 months |
11.848.265 | 23.949.743 | |
| Grenton Sp.z o.o. (Poland) | Euribor | 49.143.652 | 49.928.601 | |
| Kruszywa Skalne Sp. z o.o.(Poland) | 01/06/2027 11/02/2026 |
4,75% 12 month EURIBOR plus 4% (after the |
3574330 | 940.091 |
| Key Altea Grande, S.L. (Spain) | 17/01/2027 | second year) 3% plus 12 months |
5.760.000 | 5.760.000 |
| Key Enterprises Developments, S.L. (Spain) |
20/06/2025 | Euribor 3% plus 12 months |
126.516 | |
| Key Premium Development, S.L.(Spain) 20/03/2027 | Euribor 3% plus 12 months Euribor |
8.692.332 | ||
| LLC Hotel | 17/10/2024 | 1.912.640 | ||
| JSC ASTRA | 5% | 201.748 | 975.383 | |
| JSC VIMS | 16/02/2024 | 7,5% | 1.999.654 | 1.766.396 |
| Duna Terasz Green | 16/02/2026 31/12/2027 |
7% 2,8% plus 12 months |
3.222.502 | 2.708.251 |
| Duna Terasz Admin | 31/12/2027 | Euribor 3% plus 12 months |
14.258.739 | |
| Euribor | 361.063 | |||
| 97 885 041 | PA SOU PO |
| 2022 2021 |
|
|---|---|
| Receivable from related parties | EUR EUR |
| 3.552.175 357.258 |
|
| 3.552.175 357.258 |
The receivable from related parties is interest free, and has no specified repayment date.
| 2022 | 2021 | |
|---|---|---|
| Payables to related parties | EUR | EUR |
| 3.755.895 | 4.331.152 | |
| 3.755.895 4.331.152 |
The payables to related parties are interest free, and have no specified repayment date.
As at 31 December 2022, the Group includes the Company and the below listed subsidiaries. Material subsidiary Wing Hang Enterprises Ltd was incorporated in Hong Kong on 30 August 1999 as a rivate company with limited libility and transferred domicile the Nevis on T Prom 5 July, 2017, Wing Hang Enterprises Limited liability
renistered in accordance with section 264H of the Group in 19 July, 2017, W registered in accordance with section 354H of the Companies Law Cap. 113, as a company continuing in the Republic of Cyprus under the name of Wind Hang Enterprises (Cyprus) Chrimany continuing in the Republic
incornorated in Cynrus on 23 February 2001 an a seculturiye (Cyprus) Limited wa incorporated in Cyprus on 23 February 2001 as a privated intestments (Cyprus) Limited was Companies Law, Cap. 113, with registration number HELL846. The principal activities of the Group comprise the Group comprise the trading in financial instruments, the receiving of loans, the principal activites of the Group comprise the distribution propery, the distribution and provision of tecessing the granting on loans, the ownership and resultial property, and wireless and wired.
| Name | Country of incorporation |
Principal activities | ||
|---|---|---|---|---|
| 2072 9/0 |
2021 | |||
| Wing Hang Enterprises (Cyprus) Limited | Cyprus | Trading in financial instruments and receiving and granting |
8 | |
| Kirnione Holdings Limited | Cyprus | of loans Trading in investments and investment of its |
100 | 100 |
| Winncom Technologies Holding Limited | reland | funds Investment holding |
100 | 100 |
| Elbridge Investments (Cyprus) Limited | Company | 67 | 67 | |
| Alodie Properties Limited | Cyprus Cyprus |
Financing activities Holding of properties for investment |
100 | 100 |
| Lostmperi Holdings Limited | Cyprus | purposes Holding of |
100 | 100 |
| Aeliano Enterprises Limited | Cyprus | investments Holding of investments and the receiving and granting |
100 | 100 |
| of loans | 89,7459 | 89,7459 |
The Group owns a 89,7459% shareholding in Aeliano Enterprises Limited (Cyprus) via the investment in subsidiary
Lostmeri Holdings Limited Lostmperi Holdings Limited.
Pursuant to the terms of the Contract of Surety concluded on 21 November 2017 between Grenton Limited (the "Borrower"), registered in Poland on to and the "Lender"), registered in Cirited (the United (the a failure by the Lender to provide the Joan to the Borrower, Elbridge Investments (Cyprus) In the event of
surely in the form of a quarantee to the Borrower, Elbridge Investm surety in the form of a guarantee to the benefit of the Borrower to pay the will be granting the will be granting the equivalent of EUR 1.000.000 in PLN, until 31 December 2023.
The Group had no other contingent liabilities as at 31 December 2022 and 31 December 2021.
At the date of signing of these financial statements, the total commitments of Elbridge Investments (Cyprus) Ltd relating to the financial assets at fair value through profit or threaments (Cyprus) Ltd.
December 2021: US\$4,822,872 and Fille through profit or loss equals to US\$1,748.175 December 2021: US\$4.882.872 and EUR 5.814.304).
The Group had no other capital or other commitments as at 31 December 2022 and 31 December 2021.
In May 2018 it came to Elbridge Investment (Cyprus) Ltd ("ELCY") attention that one of its Borrowers based in Russia was subject to a court application. ELCY has two loans outstanding with the said in
mortgage and a quarantee hy a third natu in favour of the said Borrower, secured by mortgage and a guarantee by a third party in favour of the Company.
In May 2018 a notice of an intention to apply for insolvency of the Borrower and the Pledgor respectively was published. In this connection is apply for insults of the Borrower and the Pledgo respectively was
the subject of plection ELCY, after some attempts to demand an early repaym the subject of pledge directly from the Borrower and he Guarner of debts and foreclosure of
for initiation of bankrunty procedures over the Borrower and ne Guar, in early 20 for initiation of banks of the Borrower and a claim on collection to Collection to Court, in early 2019, in early 2019,
Guarntor by foreclosure of the subject of Please Guarantor by forechosines of the burner, and a calim on collection of the Borrowers debt from the more
Guarantor by foreclosure of the subject of Pledge. During second hal and the province of the Subject of The "Subject" of "Field" half of 2019, supportuner.
appointment of temporary managers were commenced over the Pledgor and the Borrower.
At that stage, the Court considers claims of other creditors to the Borrower towards formation of the complete list of list of the second to the next steps of the bankruptcy procedure, as anticipated, in the second half of 2021.
creditors so as to proceed to the next steps of the bankruptcy p
On the case of bankruptcy of the Pledgor, ELCY's claim was included in the Register of secured claims by the Court decision in August 2020. In December 2020, bankruptcy manager was appointed in the Court
that bankruptcy manager stould be commercy manager was appointed in the Pledgor, and that bankruptcy manager should be able to commence in the Pledgor, and it was expected to comments.
around December 2021. The pocedure of bankrupter processions in order to d around December 2021. The procedure of bankrupty proceedings concerning the pleaged properties
ruling of the Arbitation court of bankrupty procedings concerning the debtor wa ruling of the Arbitation one pocular of Moscow dated December of the debtor was prolonged by the left of the lear the court of the bank of the bank of Triscow "Glee" December" 05, 2022 ior six court session for
consideration of the bankruptcy manager's report is appointed by the
The procedure of bankruptcy proceedings concerning the debtor was prolonged by the ruling of the Arbitration court of Moscow dated December 20, 2022 for six months, the court session for ruling of the Arbitration court
report is appointed by the Arbitration court of Moccow an Jan 24, 2027 report is appointed by the Arbitration court of Moscow on June 21, 2023.
As explained in Note 30 the geopolitical situation in Eastern Europe intensified on 24 February 2022, with the commencement of the conflict between Russia and Ukraine. As at he date of authorising these financial statements.
for issue, the conflict between Russia and Ukraine. As at he for issue, the confict continues between Russis and ORFaire. As at the date of authorising these financial sec
for issue, the conflict continues to evolve as military activit
Except from the matter mentioned above, there were no other material events after the reporting period, which have a bearing on the understanding of the consolidated financial statements.
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