1
PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE
ANONYME
Annual Financial Report
2023
(drafted according to article 4 of L.3556/2007 and the delegated thereby
implementing decisions of the BoD of the Capital Market Commission)
PROFILE SYSTEMS & SOFTWARE SA
General Commercial Registry (GEMI) No.: 122141660000
NEA SMYRNI ΑΤΤΙCA (SYGROU AVENUE 199)
It is certified that the present Annual Financial Report concerning the financial year 2023
(01.01.2023-31.12.2023), is the one unanimously approved by the Board of Directors of the
Societe Anonyme under the name “PROFILE SYSTEMS & SOFTWARE SA”,
at its meeting of
April 10
th
2024 and is posted on the internet and legally registered in the General Commercial
Registry (GEMI), electronic address www.profilesw.com, where it shall remain at the disposal
of the retail investors for a period of at least ten (10) years from the date of its drafting and
publication.
(TRANSLATED FROM
THE GREEK ORIGINAL)
2
Contents
STATEMENTS OF REPRES
ENTATIVES OF THE BOA
RD OF DIRECTORS (PURSUANT TO ARTICLE 4 § 2 OF L.
3556/2007)
................................................................................................................................................................
3
ANNUAL MANAGEMENT RE
PORT OF THE BOARD OF
DIRECTORS FOR THE FINANCIAL YEAR 2023
......................
4
SECTION F
΄
........................................................................................................................................................
29
ANNUAL FINANCIAL STATEMENTS OF THE YEAR 2023
.........................................................................................
115
STATEMENT OF FINANCIAL POSITION
.............................................................................................................
115
STATEMENT OF COMPREHENSIVE INCOME
....................................................................................................
116
STATEMENT OF CHANGES IN EQUITY
.............................................................................................................
117
STATEMENT OF CASH FLOWS
.........................................................................................................................
119
NOTES TO THE FINANCIAL STATEMENTS
...............................................................................................................
120
1. GENERAL INFORMATION ON THE COMPANY AND THE GROUP
.................................................................
120
2. BASIS OF PREPARATION OF THE ANNUAL FINANCIAL STATEMENTS
..........................................................
120
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
..................................................................................
124
4. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
........................
133
5. FINANCIAL RISK MANAGEMENT
.................................................................................................................
137
6. SEGMENT REPORTING
................................................................................................................................
142
7. DISCONTINUED OPERATIONS
......................................................................................................................
144
8. OPERATING INCOME/EXPENSE ANALYSIS
...................................................................................................
144
9. FINANCIAL INCOME/EXPENSE ANALYSIS
.....................................................................................................
146
10. INCOME TAX – DEFERRED TAXES
..............................................................................................................
146
11. EARNINGS PER SHARE
...............................................................................................................................
148
12. TANGIBLE FIXED ASSETS
............................................................................................................................
149
13. GOODWILL
................................................................................................................................................
150
14. INTANGIBLE ASSETS
..................................................................................................................................
152
15. INVESTMENTS IN SUBSIDIARIES
................................................................................................................
153
16. INVENTORIES
.............................................................................................................................................
153
17. TRADE AND OTHER COMMERCIAL RECEIVABLES
......................................................................................
154
18. PREPAYMENTS AND OTHER RECEIVABLES
................................................................................................
155
19. SHORT-TERM INVESTMENTS
.....................................................................................................................
156
20. CASH AND CASH EQUIVALENTS
................................................................................................................
156
21. SHARE CAPITAL AND SHARE PREMIUM
....................................................................................................
157
22. TREASURY SHARES
....................................................................................................................................
158
23. RESERVES
..................................................................................................................................................
158
24. BORROWINGS & OTHER LONG-TERM PAYABLES
......................................................................................
158
25. PROVISION FOR EMPLOYEES’ INDEMNITIES
.............................................................................................
159
26. STOCK OPTION PLAN
.................................................................................................................................
159
27. GOVERNMENT GRANTS
............................................................................................................................
161
28. SUPPLIERS
.................................................................................................................................................
161
29. OTHER PAYABLES
......................................................................................................................................
161
30. TRANSACTIONS WITH RELATED PARTIES
..................................................................................................
162
31. LEASES
.......................................................................................................................................................
163
32. FAIR VALUE MEASUREMENT
.....................................................................................................................
164
33. AUDITORS’ REMUNERATION
.....................................................................................................................
165
34. CONTINGENT LIABILITIES
..........................................................................................................................
165
35. POST BALANCE SHEET EVENTS
..................................................................................................................
166
AVAILABILITY OF FINA
NCIAL STATEMENTS
...........................................................................................................
166
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
3
STATEMENTS OF REPRES
ENTATIVES OF THE BOA
RD OF DIRECTORS (PURSUANT TO ARTICLE 4 § 2 OF
L. 3556/2007)
The below statements, which take place according to article 4 par. 2 of l. 3556/2007, as currently in
force, are made by the representatives of the Company’s Board of Directors, namely the following:
1
Charalambos Stasinopoulos of Panayiotis, resident of Nea Smyrni, 199 Sygrou Ave.,
President of the
Board of Directors
.
2
Spyridon Barbatos of Antonios-Ioannis, resident of Psychiko Attica, 20 P. Hatzikonstanti str.,
Vice
-
President of the Board of Directors
.
3.
Evangelos Angelides of Ioannis, resident of Nea Smyrni, 31 Adramytiou str.,
Μ
anaging Director
.
The below undersigned, in our capacity stated above, according to the definitions of law (article 4 par.
2 [c
΄
] of l. 3556/2007), but also as especially appointed to this end by the Board of Directors of the
Societe Anonyme under the name “PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE
ANONYME” and the distinctive title “PROFILE SYSTEMS & SOFTWARE S.A.” (Hereinafter called, for short,
“
Company
” or “
PROFILE
”) at its meeting of April 10
th
, 2024, we hereby declare and certify that to the
best of our knowledge:
(a) The annual financial statements (corporate and consolidated) of the Company of the financial year
2023 (01.01.2023-31.12.2023), which have been prepared according to the current International
Financial Reporting Standards (IFRS), as these have been adopted by the European Union, depict in
a true way the assets and liabilities, the net position and the results of the Company as well as those
of the enterprises which are included in the consolidation, taken as a whole, according to the
provisions of paragraphs 3 to 5 of article 4 of l. 3556/2007 and the delegated thereby implementing
decisions of the Board of Directors of the Capital Market Commission, and
(
β
) The annual Management Report of the Company’s Board of Directors depicts in a true way the
significant events that took place during the closing financial year 2023 (01.01.2023-31.12.2023),
their influence on the annual financial statements, including the description of the main risks and
uncertainties facing it, the important transactions entered into between the Company and the
persons associated with it (as these are defined in IAS 24), as well as the evolution of activities, the
performance and the position of both the Company and the enterprises included in the consolidation,
taken as a whole and sundry information required according to the stipulations of paragraphs 6 to 8
of article 4 of l. 3556/2007, as well as the delegated thereby implementing decisions of the Board of
Directors of the Capital Market Commission.
Nea Smyrni, April 10
th
,
2024
The declarants
Charalambos Stasinopoulos
Spyridon Barbatos
Evangelos Angelides
ID
Σ
577589
ID
ΑΕ
077416
ID 1157610
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
4
ANNUAL MANAGEMENT RE
PORT OF THE BOARD OF
DIRECTORS FOR THE FINANCIAL YEAR 2023
The present Annual Management Report of the Board of Directors of the Company “PROFILE
COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME”, which follows, (hereinafter called
for short “
Report
”
or “
Annual Report
”) refers to the financial year 2023 (01.01.2023–31.12.2023), has
been drawn up and is aligned with both the relevant provisions of l. 4548/2018 (GG A’ 104/13.06.2018),
and l. 3556/2007 (GG A’ 91/30.04.2007) and particularly its article 4, as well as the delegated thereby
implementing decisions of the BoD of the Capital Market Commission.
The Consolidated and Corporate Financial Statements have been drafted for the use of this year as well
(2023) according to the International Financial Reporting Standards (IFRS), as these have been adopted
by the European Union.
The present Report comprises, in a concise, but readily understood, substantial and comprehensive way,
all the significant individual thematic sections, which are necessary, based on the above legislative
context, and depicts in a true and correct way all the related information required by law, in order to
reach an essential and in-depth update for the activity, at that particular period, of the Societe Anonyme
“PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME”, (hereinafter called for
short “
Company
”, or “
PROFILE
”, or “Parent Company”), as well as of the PROFILE Group, in which Group,
apart from PROFILE, the following related companies are included:
•
“GLOBALSOFT DEVELOPMENT AND MARKETING OF SOFTWARE AND COMPUTING SYSTEMS
MATERIAL SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company
participates with 97.09%;
•
“PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD”, with registered office in Cyprus, in which the
Parent Company participates with 100%;
•
“COMPUTER INTERNATIONAL FRANCHISE LIMITED LIABILITY COMPANY”, with registered office in
Nea Smyrni, Attica, in which the Company participates with 50.18%;
In relation to the said Limited Liability Company it is noted that by virtue of notarial deed under
number 5055/01.07.2008 of the Athens Notary Public Haricleia Serveta-Phili, it has been dissolved
and is currently under liquidation, that has not been yet concluded;
•
“PROFILE SOFTWARE (UK) LTD”, with registered office in the United Kingdom, in which the above
Cypriot subsidiary participates with 100%;
•
“PROFILE DIGITAL RECORDING, STORAGE AND RELEASE OF MINUTES OF COURT MEETINGS
SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company
participates with 100%;
•
“LOGIN S.A.”, with registered office in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS)
LTD participates with 99.92% and PROFILE SOFTWARE (UK) LTD with 0.08%;
•
“PROFILE TECHNOLOGIES COMMERCAIL AND INDUSTRIAL COMPANY SINGLE MEMBER SOCIETE
ANONYME”, with registered office in Thessaloniki, in which the Company participates with 100%;
•
“CENTEVO A.B.”, with registered office in Stockholm, Sweden and presence through a branch in
Oslo, Norway, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD participates with 100%.
The present Report accompanies the annual financial statements (corporate and consolidated) of the
financial year 2023 (01.01.2023-31.12.2023) and, in view of the fact that the Company draws up
consolidated and non-consolidated financial statements, it constitutes a single report, with main
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
5
reference the consolidated financial data of the Company and those of its affiliated enterprises and with
reference to individual (non-consolidated) financial data, solely on the points where it has been deemed
advisable or necessary for the better understanding of its content.
The Report is included as such, together with the financial statements and other data and statements
required by law, in the Annual Financial Report concerning the closing year 2023 (01.01.2023-
31.12.2023).
Business Model and Value Creation
Since 1990, PROFILE is a leading company developing software solutions for the international financial
industry, the wider enterprise industry and the public sector. The PROFILE Group of companies has
international presence in Europe, Middle East, Asia, Africa and America and consistently invests in
technologically advanced solutions both for start-ups and established banking and financial institutions,
either through direct cooperation or through a trustworthy network of partners.
The PROFILE Group provides innovative, award-winning and flexible software solutions, based on the
international quality standards and aims to the best client service. The continuous investment in
Research and Development in combination with the constant communication with clients and business
partners all around the world, allow to design, develop and deliver software solutions that meet the
constantly growing needs of the market. The Company has a dynamic work environment, which
promotes taking initiatives in order to provide a customer-centric approach. The Group’s deliverable
solutions are widely recognized by international rating houses, analysts and consultants, while the
Group is also awarded and included in international studies of the industry as a distinguished supplier
of software solutions.
The PROFILE Group has been expanded relied on the support, the expertise and the professionalism of
its employees, its management and its business partners. Through all the years of the operation, the
Company has a robust financial position, maintaining its vision and enhancing its international presence,
with both new and existing clients and well-trained personnel. The Company is recognized as reliable
and specialized partner in financial services software and our clients are aware of the continually
integrated and scalable solutions which are able to address their continuously developing needs.
The PROFILE Group delivers integrated solutions to the sectors of Investment Management, Banking,
Treasury, Risk & Compliance and Capital Markets. Additionally, the Group has significant presence in
public sector projects.
During the past years, the sector of Investment Management has changed dramatically in order to
address the investors’ (both institutional and private) requirements regarding immediate monitoring
with accuracy and transparency. A wide range of operations is covered, such as Wealth Management,
Fund Management, Custody, Insurance Investment Management, Family Office, Financial Advisors, and
Brokerage and other.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
6
Specifically, Axia Suite is an award-winning, web-based, omni-channel solution which provides
integrated investment managements with full compliance with MiFID II. Axia Suite is designed in cutting-
edge technologies and provides the required functionality in order to respond and surpass the market
requirements with holistic approach.
Regarding the Banking sector, the Group’s solutions are focused on the new trend which incorporates
digital and flexible banks, while the requirements for competitive services in banking and financial
sectors are increasing continuously. As a result, financial institutions need flexible solutions in order to
provide advanced client-centric services and new products directly and reliably.
Finuevo Core is a modern integrated solution from PROFILE which addresses the banking related needs
of FinTech start-ups, Universal Banks, Private Banks, Islamic Banks, financial institutions that offer Auto
& Leasing services and Peer-to-Peer Lending/Crowdfunding platforms and Alternative Finance
institutions. Furthermore, Finuevo Core Payments delivers an integrated payments solution, through a
number of different channels, including the end users, payment schemes and interbank networks in a
secure work environment. The solution covers all major payments instruments (credit transfers, direct
debits, corporate payments) and can be deployed as stand-alone or as a part of the Finuevo Core Banking
platform.
Finuevo Digital is an innovative platform for digital banking that offers a modern experience to both
professionals and customers of banking institutions across all digital channels. As a Cloud-enabled and
Mobile-first system, Finuevo Digital may be implemented in a cloud environment, on proprietary servers or
as a SaaS application aiming to provide all the functionality and flexibility to meet the evolving requirements
of the market and the modern banker and their customer. By leveraging the latest technology, the digital
banking platform can easily streamline processes and automate all the relevant functions.
Το
Acumen
net
is a cloud-native fully integrated Front-to-Back office and accounting platform which is
able to support all financial transactions, such as cash management, forex operations, collateral deals,
securities, interest, currency and asset swaps, equities, futures and FRA, Over The Counter (OTC) and
listed options, credit linked instruments, commodities and Islamic deals.
Moreover, every financial institution needs a holistic approach to manage the Risk & Compliance issues,
while supporting the goals that have been set by the management and the governance. PROFILE,
combining tested software, services and functionalities, delivers a wide range of solutions for market
and credit risk management, as also for GRC, ALM and fund management. RiskAvert is a reliable and
cloud-enabled solution that allows to calculate, manage and produce reports for credit, operational and
market risk through an integrated modular environment. It covers all supervisory approaches of risk
calculation allowing the bank to smoothly evolve from a standardized approach towards the IRB
approach.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
7
Regarding the Capital Markets sector, during the past years, it has been changed rapidly and there is
increased pressure in order to provide investors with faster and more reliable services. Modern tools
are able to achieve higher effectiveness and lower costs for remote access and on-the-go transactions,
while ensuring compliance with the market requirements.
PROFILE's Registry is the most effective and widespread solution for managing/monitoring the stock
market of a multi-shareholding company. Finally, Profile Vote is an innovative digital voting system that
fully meets the most advanced needs of modern companies.
Specifically, undertaken projects are seamlessly implemented, including My TEKA App of the new TEKA
fund, the digitization of Urban Planning files for the Municipality of Meteora, teleconferences for the
Ministry of Justice, the Unified Gateway for AADE, the RES IIS for the Ministry of Energy, the digitization
of borrower files for the Deposits and Loans Fund (TPDP), the National Register of Companion Animals
for the Ministry of Interior, the e-school for the Ministry of Education, digitization of asylum files for the
Ministry of Migration, the digitization of Mortgage Files for the National Cadastre, and the transcription
of minutes for the Ministry of Justice. At the same time, it is in continuous monitoring of the projects
announced by the various organizations and bodies of the public sector in order to participate in projects
of interest, either through a company of the PROFILE Group or as a member of an Association of
Companies.
In addition, PROFILE Group solutions are developed in cloud technologies in accordance with
international security standards. PROFILE is ISO certified. Its solutions utilize artificial intelligence (AI)
tools to fully meet the evolving needs of the market. In addition, Profile Technologies S.A. will focus on
developing new features primarily related to financial software, with cutting-edge technologies,
adopting the latest developments in artificial intelligence (AI), machine learning (ML), robotic process
automation (RPA) and blockchain, and will also invest in Augmented Reality (AR) for investment
management and banking. It will also undertake part of the PROFILE Group’s development work carried
out to date in Europe (Athens- Paris- Stockholm- Oslo- London- Dubai- Nicosia) as well as in Asia (India),
thus allowing the other parts of the Company to focus on further specialization and project
implementation. Thessaloniki is developing into one of the cities in Greece that bring out technology
companies by attracting and offering unique development opportunities for new developers.
Profile Technologies S.A. has attracted experienced and talented professionals from Northern Greece,
computer scientists in the fields of research, as well as graduates of the universities of the region, thus
enhancing the professional development of the local community.
PROFILE Group also provides a range of services to its customers to fully meet their needs, from the
beginning of a project to their training, in order to make full use of the available solutions and products.
Implementation services cover: Project Planning and Implementation, Setup and Adaptation Services,
Consulting services and Education.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
8
In addition, PROFILE provides reliable professional services for the effective implementation of each of
its projects, with a range of services even after implementation for its international clientele such as
Customer Support, Technical Support and Consulting Services. PROFILE's Customer Support department
is designed to facilitate the prompt processing of requests for optimal and immediate resolution of any
issues that arise. Support offers a common point of contact and monitoring for the customer.
PROFILE Group also has a significant international presence through its subsidiaries abroad. More
specifically, through the subsidiary Cypriot company Profile Systems & Software (Cyprus) LTD the Group
has a presence in the Cypriot market as well as in the Middle East (Dubai) and Africa promoting and
supporting the Group's products and solutions in these markets. Also, through Profile Software (UK) LTD,
based in the United Kingdom, the Group has a presence in the UK market as well as in the wider region
of Western Europe.
In France, Login S.A., which was incorporated into the PROFILE Group in 2017, has developed and
evolved the
Α
cumen
net
product and taking advantage of the Group's technological infrastructure and
commercial channels worldwide promotes and combines the solution of
Α
cumen
net
with the other
product solutions of the PROFILE Group. Since March 2021, with the acquisition of Centevo AB, the
Group acquires a presence with two units in the wider region, namely in Sweden and Norway.
More
detailed information regarding the position of the Company and the Group, important events,
discrimination of implementations of new projects and the completion and promotion of new solutions
of the Group are presented in sections A, B and C of the Management Report of the Board of Directors
of the Company.
PROFILE Group is managed in accordance and with full compliance with the principles and applicable
corporate governance legislation, as is at any given time, having created internal structures and
incorporating into the operation of the Manuals, Codes, Policies, Procedures, and Regulations and in
general mechanisms, aimed at enhancing transparency, responsible operation and decision-making in a
collective manner, in all areas aimed at the Sustainable Development of Companies and the
safeguarding of the interests of Shareholders and all its Stakeholders. The Companies of the Group
comply duly with and apply the applicable legislation in each country where they operate. Furthermore,
the Parent Company complies with and applies, inter alia, the legislation of the Capital Market and the
Regulation of the Athens Stock Exchange, as they apply today.
The Policies ensure the compliance of the PROFILE Group with the applicable institutional framework,
the incorporation of best practices in its operation and are specified in terms of implementation with
the corresponding Standard Procedures. They cover all critical areas of operation and development of
companies, in the areas of Governance and Compliance, Risk Management, Operations, Human
Resources, Personal Data Protection, Infrastructure Management and Physical Security. At the same
time, PROFILE Group has highlighted the Values and Principles of Customer Satisfaction, Ethos and
Integrity,
Teamwork,
Knowledge/Continuous
Improvement/Innovation,
Entrepreneurship
and
Documentation and Evaluation, as the building blocks that mark what is important, has priority, is right,
accurate and desirable for the Group.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
9
The thematic Sections of the present Report and their content, are, in particular, as follows:
SECTION
Α΄
Evolution, performance and position of the Company and Group – Financial and non-financial key
performance indicators
In the present Section, is included a correct and brief representation of the development, activities and
position of all enterprises included in the consolidation. This representation takes place in such a way so
as to provide a balanced and comprehensive analysis in relation to the above categories of themes,
corresponding to the size and complexity of the activities of these enterprises. Also, at the end of the
relevant representation certain indicators are set out (financial or not) which the Company’s
Management evaluates as useful for a fuller understanding of the above issues.
1. Financial Data
The year of 2023, like 2022, was a particularly volatile year for the global economy. The combination of
the lingering effects of the COVID-19 pandemic that continued to remain perceptible, even in a limited
way, the geopolitical developments and the international turmoil resulting from military conflicts in both
Ukraine and the Gaza Strip, as well as the prevailing energy crisis, contributed to further high inflationary
pressures and an increase in interest rates by Central Banks after at least a decade.
PROFILE Group, despite the extremely volatile and liquid financial environment of the year 2022, has
managed to meet the challenges by strengthening its market shares, increasing its turnover to a
satisfactory level, strengthening its assets and maintaining its liquidity and capital adequacy. A
significant role to this fact played the further considerable increase of the Group’s activities in
international markets (a direction towards which the Group has been steadily investing over recent
years), as well as the Group’s ability to complete complex projects even against an unstable, fluctuating
and uncertain environment.
At the same time the Group, with the utmost sense of responsibility and social awareness, continues to
watch closely the developments in the global and Greek economy and to take every step necessary to
ensure the unobstructed continuation of its business activity, in and particularly out of Greece.
Out of the continuous and systematic effort to increase productivity, both of the human and the financial
resources, the Group aims at stabilizing the financial indicators and further improving the positive
operating results both at Company and –mainly–
Group level.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
10
2. Evolution and performance records of the Group
The course of the Group’s economic fundamentals, during the last three years, is as follows:
THE GROUP
(Amounts in EUR)
31.12.2023
31.12.2022
31.12.2021
2023-2022
2022-2021
Total Assets
55,794,568
47,172,983
43,437,647
18.28%
8.60%
Total Equity
31,885,451
27,873,031
24,941,942
14.40%
11.75%
Revenue
30,098,419
25,035,221
19,265,835
20.22%
29.95%
Gross Profit
14,577,765
11,719,682
9,610,688
24.39%
21.94%
Profit before tax
5,134,564
3,826,607
2,575,699
34.18%
48.57%
Profit after tax
3,852,262
3,266,348
2,036,804
17.94%
60.37%
EBITDA
7,326,757
6,202,275
5,152,320
18.13%
20.38%
In June 2022 the sale of the Ticketing and Customs Operations Management Business Unit took place
and in order to provide a more complete and accurate (from a comparative point of view) presentation
of the basic Consolidated Financial Results, a table based on "continuing" and "discontinued" activities
is presented below.
Note 7 to the financial statements provides details of discontinued operations.
2023
2022
GROUP
Total
Continuing
operations
Discontinued
operations (*)
Total
Continuing
operations
Discontinued
operations (*)
Turnover
30,098,419
30,098,419
-
25,364,688
25,035,221
329,467
Profit before tax
5,134,564
5,134,564
-
5,223,298
3,826,607
1,396,691
Profit after tax
3,852,262
3,852,262
-
4,355,767
3,266,348
1,089,419
EBITDA
7,326,757
7,326,757
-
7,671,196
6,202,275
1,468,921
(*) including the gain on the sale of the business segment
Revenue
, EBITDA
The Group continued during the closing year 2023 the development, promotion and distribution of
mainly own products, with the Gross Profit Margin amounting to 48.4%, a fact which reflects the
dynamics of the Group but also rewards the strategic direction of its Management in the development
and production of new reliable products with an emphasis on innovation and cutting-edge technology.
The turnover amounted to € 30.098 thousand compared to € 25.035 thousand in the corresponding
financial year 2022, recording an increase of 20.2% as a result of the Group's outward-looking policy and
the implementation of major projects in the financial solutions sector, as well as involvement in public
sector projects, against the general uncertainty in the macroeconomic environment due to rising
inflation and interest rates. The Group's EBITDA/Revenue ratio reached 24.3%, while Profit after Tax
increased to €3,852 million from €3,266 million in the previous fiscal year.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
11
3. Financial and non-financial key performance indicators of the Group and the Company
Listed below are certain measurable indicators, financial and non-financial, that relate to the key
performance, position and financial status of the Group and the Company.
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Asset Capitalization: (The ratio measures the
proportion of funds allocated to fixed assets)
36.87%
39.43%
46.36%
51.99%
Equity/ Fixed Assets: (The ratio measures the capital
structure)
1.55
1.50
1.24
1.20
Days Sales Outstanding-DSO: (The ratio measures the
days required to collect receivables from customers)
141
85
147
61
Total Liabilities / Total Equity & Liabilities: (The ratio
measures the debt dependency)
42.85%
40.91%
42.50%
37.41%
Equity / Total Equity & Liabilities: (The ratio measures
debt dependency)
57.15%
59.09%
57.50%
62.59%
Loans / Equity: (The ratio measures the proportion of
equity in the total debt)
19.27%
23.91%
20.93%
26.55%
Current Assets / Short-Term Liabilities: (The ratio
measures Group's and company's ability to cover
short-term obligations with current assets)
1.64
1.89
1.32
1.59
Return on Assets: (The ratio measures net profit after
taxes as a percentage of assets)
6.91%
6.92%
6.43%
6.71%
Return on Equity: (The ratio measures net profit after
taxes as a percentage of Equity)
12.08%
11.72%
11.19%
10.73%
Gross Profit Margin: (The ratio measures Gross Profit
as a percentage of sales)
48.43%
46.81%
42.17%
33.59%
Net Profit Margin: (The ratio measures net profit after
taxes and minority interests as a percentage of sales)
12.80%
13.04%
14.99%
20.41%
4. Alternative indicators for performance measurement
An Alternative Performance Measure indicator (APM’s), according to the definition of the European
Securities and Markets Authority, is a financial measure of the historical or future financial performance,
financial position, or cash flow which, however, is not defined or specified in the current financial
reporting framework. Although not included in the IFRS, APM’s should be assessed as ancillary and
always in combination with the results arising from the IFRS, with the aim to better understand the
operating results of the Group and its financial position, in order to facilitate the decision making for the
users of the financial statements.
The Group during the closing financial year and its comparative, has not made adjustments to funds of
the statements of comprehensive income, statements of financial position or statements of cash flows
and has not implemented extraordinary actions or non-recurring revenues or expenses that have a
significant effect on the formation of the said indicators.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
12
In the context of the Alternative Performance Measure Indicators (APM’s) the Group sets out the
indicator “Earnings before Interest, Taxes, Depreciation and Amortization – EBITDA”. EBITDA is defined
as pre-tax profit plus/minus financial and investment results plus total depreciation and amortization.
The investment results include profits or (losses) from the revaluation of fixed assets, goodwill and
intangible assets impairment as well as profits or (losses) of subsidiaries held for sale.
ΕΒΙΤ
DA also
exempts lump-sum and non-recurring charges that are not included in the company’s usual activities,
such as compensation provisions due to court actions as well as other extraordinary provisions. These
readjustments are made so that the said indicator stays comparable and consistent over time, in
compliance with and pursuant to the applicable guidelines in relation to the Alternative Performance
Measure Indicators (APM’s).
THE GROUP
THE COMPANY
Continued operations
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Operating results (Earnings before taxes,
financial & investment results) (
Α
)
5,371,961
4,155,753
2,179,351
(743,262)
Total Depreciation
(Β)
1,954,796
2,046,522
846,706
704,710
EBITDA (Α) + (Β) = (
C)
7,326,757
6,202,275
3,026,057
(38,552)
Revenue (D)
30,098,419
25,035,221
17,488,529
10,738,687
(%)
EBITDA
Margin
(C) / (D)
24%
25%
17%
-0,36%
Furthermore, if non-recurring and non-cash charges are not taken into account, the results are as
follows:
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
EBITDA
(C)
7,326,757
6,202,275
3,026,057
(38,552)
Plus: Stock Option Accounting (
Ε
)
211,187
306,854
211,187
306,854
Plus: Goodwill Impairment of Subsidiary (F)
294,809
250,000
294,809
250,000
Provision under IFRS 9 (G)
645,835
85,079
345,931
50,950
Adjusted EBITDA (C) + (Ε) + (F)
+ (
G)
= (
H)
8,478,588
6,844,208
3,877,984
569,252
(less) Total Depreciation
(I)
(1,954,796)
(2,046,522)
(846,706)
(704,710)
Plus: Depreciation from valuation of Login’s
intangible assets (J)
115,686
231,927
-
-
Plus: Depreciation from valuation of Centevo’s
intangible assets (K)
305,507
329,914
-
-
(plus/ less) Financial Total (L)
(237,397)
(329,146)
1,174,734
2,904,264
Adjusted Profit Before Taxes (
H
) + (
I
) + (
J
) + (
K)
+ (
L
) = (
M)
6,707,588
5,030,381
4,206,012
2,768,806
(less) Income tax (N)
(1,282,302)
(560,259)
(733,219)
31,165
Adjusted Profit After Taxes (
M
) + (
N
)
= (
O)
5,425,286
4,470,122
3,472,793
2,799,971
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
13
SECTION
Β΄
1.
Significant events arising during the closing financial year 2023
The significant events that took place, during the financial year 01.01.2023-31.12.2023 at Group and
Company level, as well as their possible influence on the annual Financial Statements, are, in brief, the
following:
Rapid Growth of the Banking Software Sector
During this period, a significant growth in the Banking Software sector was observed. Throughout the
period, sales contracts for banking software were signed with four new clients, including a leading
banking organization in the Caribbean, a payment institution in Malta, and a lending institution in the
Balkans. Concurrently, a new project for microloans was initiated, expected to expand to several
European countries. With the addition of these new clients, the total number of clients now amounts to
five. This growth is expected to significantly contribute to our financial results, with anticipated increases
in turnover and net income in the upcoming periods.
Signing of contracts for 9 public projects with a total budget of approximately 49 million euros.
During 2023, the Group signed contracts for 9 public projects with a total budget of approximately 49
million euros. It is worth noting that a significant portion of this budget remains unexecuted for the
following years. The signing of these contracts is expected to significantly contribute to an increase in
revenue, EBITDA and profitability in the coming years.
The public works sector represents an important pillar for the future development of the Group, creating
long-term value for shareholders and customers.
2.
Significant Implementations
1.
The
Epirus Cooperative Bank
chose the RiskAvert solution for effective risk management and
full coverage of capital requirements calculations, as well as the production of regulatory reports in
accordance with the relevant regulatory framework – also known as the "Basel" Framework - of Banks.
RiskAvert offers the Bank the opportunity to benefit from a unified and flexible operating platform that
ensures data consistency while providing full control and transparency. By using the RiskAvert solution,
the Bank achieves full compliance with the current and future requirements of the European Union.
2.
Subsequently, the upgraded version of the Acumen.plus platform was presented at
Diamond
Trust Bank
, providing advanced UX and automation to the modern Treasurer, covering Kenya, Uganda,
and Tanzania. Acumen.plus meets the technical and operational requirements of the bank, allowing for
greater scalability and incorporating DevOps and Agile methodologies. It enables a quick and effective
transition to new markets, with standard products supported by the ability to move from individual
products to more complex solutions. Additionally, the platform provides users with easy access to
information that significantly contributes to faster decision-making.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
14
3.
At the end of the first half of 2023, the modern online delivery platform was presented funding
to
TMEDE
members.
The platform with mobile and web application offers to users the ability to apply
directly from their mobile or PC with just a few "clicks". The approval and disbursement of the loan from
TMEDE Microfinance Solutions, up to the amount of 25,000 euros, done in less than 24 hours, ensuring
the financing of investment needs, working capital or the immediate payment of outstanding debts.
In
particular for the needs of TMEDE Microfinance Solutions, Finuevo Suite platform supports Digital
Onboarding services, Banking-as-a-Service, as well as the entire financial management of loan products
to TMEDE members, in a digital and flexible way, significantly reducing time implementation, operating
costs and service time
.
4.
Profile Group announced the extension of its cooperation with
All
ica Bank
. The bank has
benefited from the Finuevo Core platform with its highly modular architecture, based on features that
enable easy application in banking operations, offering an end-to-end banking experience.
The easily
configurable and extensible environment provides an immediate and multi-level overview of processes,
based on the specifics of the bank.
Expanding the bank's partnership with Profile offers additional
flexibility, allowing the bank to proactively respond to evolving market demands.
5.
Fundbank
chose the Axia Custody solution to automate its Custody and Portfolio Management
tasks. The bank offers its customers direct access to their accounts, generating reports and sending
orders through an intuitive branded user interface with flexible widgets, secure communication and
other tools.
The flexible mechanisms interface it has with Core Banking systems, offer seamless data
flow, as well as optimization of processes and communication with Fundbank's existing Core Banking
system. The Axia Custody solution offers Fundbank unique features customizable workflows,
customizable dashboards and reports, as well as easy online customer access, supported by future-
proof, cloud-native technology and modular architecture. At the same time, it reaps the benefits of
unique flexibility, cutting-edge technology, high performance and easy interconnection with other
systems.
6.
Also, Profile Group launched Acumen.plus, the leading Treasury management platform, at
Intesa Sanpaolo Bank Albania
, with new upgraded functions in task automation.
The Acumen.plus
platform serves all Treasury-related functions, from Forex to the treasury management market and
product trading, interest rate and currency swaps, as well as customer loans and deposits. The solution
allows Treasurers to take advantage of the flexibility provided by the platform to easily configure the
environment, being able to work on screens they are familiar with and used in other applications or
legacy systems, focusing on the information they need. The platform's direct access to information
significantly contributes to better and faster decision-making.
The platform covers the technical and
operational requirements of the bank, in the field of regulatory compliance and interconnection with
other IT systems.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
15
7.
In addition,
Money Masters Limited
selected Profile's Axia Suite solution, the multi-channel
investment management platform, to optimize its Wealth management operations.
The platform
enables the financial institution to simplify processes and optimize its operational efficiency, replacing
existing internal tools and paper-based manual processes by providing an end-to-end digital experience
for its customers.
Money Masters Limited also benefits from servicing any capital type, a full suite of
digital financial reports, investors and/or pensioners and customizable newsletters, which
result in
minimized errors and increased productivity, unlocking and adding significant value to the customer.
8.
Also,
Liberum Wealth
, a subsidiary of Liberum Capital, launched Axia Custody, Profile's flagship
investment management solution, to optimize and efficiently manage its custody operations.
The
solution enables the use of technologically advanced capabilities, significantly contributing to the
offering of additional personalized investment services. Axia Custody enables Liberum Wealth to expand
its solution offering through a one-stop shop solution that not only takes care of custody functions and
their execution but also provides a flexible technology platform and front-end tools to expand of its
services, as well as the achievement of personalized proposals that meet the needs of customers.
Liberum Wealth benefits from full control of custody operations in a single investment platform. The
solution's technological standards allow it to perform internal and customer-centric functions with
reduced operational risk and cost.
3.
Completing and launching new solutions
1.
During the first (A') semester of fiscal year 2023, the upgraded version of Centevo Suite was
presented.
The platform incorporates advanced functionality and flexibility to meet the evolving needs
of the Asset and Fund Management market, while offering a range of new capabilities.
New features
include trading for final users, offering the possibility to actively manage their investments, buy, sell and
change funds, as well as reach savings contracts at optional subscription intervals.
It also offers secure
communication with the customer, where all data exchange is encrypted and managed in accordance
with the GDPR regulation.
2.
Important was the announcement of the collaboration with Amazon Web Services (AWS), a
leading provider of cloud services, offering
Finuevo Suite
as an innovative Software-as-a-Service (SaaS)
solution. Finuevo Suite combines Finuevo Core and Finuevo Digital, making it a complete banking
solution with an innovative state-of-the-art digital banking system. The integration will enable the
company's customers to take advantage of the power of the cloud to completely transform their banking
operations.
3.
The Group's subsidiary
Profile Centevo
, a leading provider of Asset and Fund Management
software in the Nordics, has announced that it has joined the prominent SWIFT community through
Amazon Web Services (AWS), marking an important technological milestone and strengthening its
market position.
The implementation of the solution allows any Bank, Payment Institution or other
financial institution to use SWIFT services through the developed digital hub, without requiring the
customer to maintain its own technical infrastructure and direct internet connection to SWIFT, but
provides
the "as a service" service with a direct and economical connection method.
In addition, the
specific digital routing node SWIFT messaging runs on Amazon's cloud and is one of the leading SWIFT
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
16
cloud services globally.
At the same time, it provides the required security as well as the speed of
seamless AWS cloud services.
4.
In addition,
Profile Centevo
announced the completion of its successful transition to an
independent AWS cloud solution which is a milestone achievement as it marks an important milestone
in Profile Centevo's journey towards autonomy and advanced service delivery. Profile Centevo
developed its own stand-alone functionality while at the same time developing an external collaboration
with “The Norwegian CSD”. As part of this transformational initiative, Profile Centevo developed its own
powerful messaging integration capabilities via sFTP, MQ and acquired its own SWIFT account. In
addition, he developed an independent solution for any Bank, Payment Institution or other financial
institution and introduced customized security features, among other improvements, which means
more tailored and efficient services for customers. More than twenty fund managers with their
distributors have now seamlessly transitioned to the data center and the new platform. In addition, the
company proceeded with the transfer of its messaging integration services, laying the foundation for an
overall evolution and strengthening its commitment to provide seamless services, while innovating, and
benefiting its customers with improved services and features.
4. Significant International Distinctions
The Group was once again included in important industry reports of global analyzers, such as Gartner,
Aite, Celent and Forrester, while it was nominated for a number of awards for product specialization
and functionality.
The major awards for the closed fiscal year 2023 include:
•
IBS Sales League Table 2023 - Investment & Fund Management
•
“Best Investment Management Software Provider Europe 2023" and “Best Digital Banking
Solutions Provider Europe 2023 by International Investor
•
"Best Investment Management Software Company Middle East 2023” and “Best Investment
Management Solutions Provider Middle East 2023” by the International Business Magazine
•
"Significant Growth (Investments/Acquisitions/International Expansion” | Impact Bite Awards |
Boussias
•
"Best Investment Management Company UK 2023 by Finance Derivative Awards
•
“Best Treasury Implementation”, “Best Investment & Fund Management Implemetation” and
“Neochallenger Bank Awards” by IBSi Global FinTech Innovation Awards
•
"Most Innovative Financial Software Developers – Mediterranean 2023 by Fund Awards
•
"Best Digital Platform”, “Best Consumer SME / Lending Digital Initiative” and “Digital Banking
Provider of the Year” (Grand Award) | Digital Finance Awards | Boussias
•
“Business Innovation Award” by Chrima Business Awards
More information on the international distinctions of the Group is available on the Company’s web
page:
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
17
5. Event Organization and Participation
PROFILE Group was present at important events in the financial sector, promoting digital transformation
through innovative solutions at an international level.
1.
In particular, it participated in the event
Technology and Innovation in 2023 and beyond
held
on March 20 at the Cultural Center in Athens, where the challenges and trends of digital transformation
were discussed with Ministers and renowned speakers from the international community.
2.
In addition, it participated in the
TBS CONF23 AM
S conference held on March 21 in Amsterdam,
the Netherlands, where the mix of established speakers combined with the expertise of Profile
executives and industry C-level executives sparked important high-level discussions and opinion sharing.
3.
Also, Profile Centevo, a subsidiary of the Group, participated as a sponsor in the
Fondsdagen
conference held on March 23 in Oslo, Norway, a traditional annual conference that aims to bring
together the Norwegian capital industry and contribute significantly to its sustainability and growth. At
the conference, the company presented its upgraded Centevo Suite solutions, covering a wide range of
Asset Management, Fund Management, Portfolio Management, Pension Funds and Family Offices
needs, allowing businesses to grow efficiently in a structured and automated way.
4.
Profile Group was a central supporter at the
8th Delphi Economic Forum
held in the city of
Delphi between 26 and 29 April. During the conference, the Group's executives exchanged views
regarding the latest developments and market trends in the banking industry while, at the same time,
the opportunity was given for discussions with government representatives regarding the ways in which
digital transformation is reshaping the landscape of
Greek Public Sector.
5.
In addition, the Group participated in
TBS CONF23BXL
, held on May 16 in the city of Brussels,
Belgium and is the flagship event of the Organizing Authority, The Banking Scene, as well as the largest
banking conference in Belgium.
The conference, which was attended by more than 400 industry
professionals, was well attended by internationally renowned speakers who provided valuable insights
into the industry.
6.
Always "present" at the important events of the field, Profile Group participated as a Bronze
Sponsor in the
Middle East Banking Innovation Summit (MEBIS)
held between May 17 and 18 in the
United Arab Emirates.
The innovative and internationally recognized solutions for the Banking,
Investment Management and Custody sectors were presented, which are addressed to Fintechs, Banks
and investment institutions, highlighting the value and overall benefits arising from their use, achieving
digital transformation in practice.
7.
In addition, the Group participated in the
Finnovex
conference which took place in Nairobi,
Kenya between May 23 and 24, which is the leading conference for financial services, innovation and
excellence.
At the event, the company's executives had the opportunity to focus on business discussions
around the industry's pioneering technologies and exchange views on the key challenges plaguing the
industry.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
18
8.
Subsequently, the Group participated in the work of the
10
th
Digital Banking Forum
held on May
30 in a central hotel in Athens and discussed the developments in the Digital Banking market,
highlighting the benefits of the Finuevo Digital solution, an important innovation in the field of digital
banking.
9.
Subsequently, Profile Centevo participated in the
Post Trade 360° Oslo
conference, the leading
investment conference in Scandinavia and the Netherlands focusing on fund management, custody,
technology and full compliance in the Regulatory Framework. The company's executives exchanged
views on the important developments and prospects of the industry.
10.
It also participated in the
Risk Management & Compliance
conference, which took place on
June 7 in a central Athens hotel, where Profile Group executives shared their ideas and opinions with
institutional and international leaders and experts, leading consulting companies and high-tech
solutions. The adoption of new approaches that consolidate a stronger Risk Framework, ensuring the
viability and growth of banks, as well as the benefits of the RiskAvert solution offered by the Group,
were discussed.
11.
The first half of the year closed with participation in the
Fintech Africa Summit
conference that
took place in Johannesburg, South Africa between June 21 and 22.
The conference focused on the
catalytic role of the human factor in the new digital age.
The Group’s executives discussed the advanced
capabilities of the company's provided solutions with top executives in the field in combination with the
simplification of procedures and their easy use by the human resources of financial institutions.
12.
The second semester began with participation in the
Seamless North Africa
conference that
took place in Cairo, Egypt between July 17 and 18. The conference discussed the future of payment
systems, the use of technology in the financial services industry and e-commerce in the Arab Republic
of Egypt. Also, the latest innovative technologies and modern practices in digital banking and the digital
economy in general were analyzed with a large participation of specialized executives from the largest
multinational and domestic companies in Egypt.
13.
In addition, Profile Group declared itself "present" at
Olympia Forum IV
, which is the largest
regional development conference that contributes decisively to the economic, business, technological
and cultural development of the country's Regions. The Group's executives discussed the need for the
immediate application of technology by public and private Agencies to the social challenges of the times.
14.
Subsequently, Profile Group participated as a Bronze Exhibitor at the
EuroFinance International
Treasury Management
conference held between September 27 and 29 in Barcelona, Spain under the
patronage of the Economist.
EuroFinance is the largest conference for Treasury Management in the
world, which welcomed more than 2,000 participants from more than 50 countries.
Group executives
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
19
met with leading financial and technological partners, exchanging experiences and gaining knowledge
from best practices.
15.
Subsequently, Profile Group participated in the
Cyber Greece - AI & Cybersecurity: Innovation
and Challenges
conference, which took place on October 11 in Athens.
Executives exchanged views
on addressing the multifaceted dynamics of artificial intelligence (AI) and cyber security.
Leading state
and institutional actors, government and opposition representatives, officials of the Ministry of Digital
Governance, academic representatives of the market and experts from Greece and abroad participated
in the conference.
16.
In addition, the Group participated in the
Digital Bridge
International Informatics Forum, which
took place between October 12 and 13 in Astana, Kazakhstan. The conference was attended by notable
personalities from various countries, founders and top executives of technology giants, business
startupers, scientists and students, where they presented their views for a better world.
17.
In addition, the Group participated in the
4
th
International Plus-
Forum Fintech Borderless
Eurasia Digital
conference, which was held between October 17 and 18 in Almaty, Kazakhstan. The
Group's executives contributed their knowledge around the wide range of issues related to the further
development of fintech and payment businesses.
18.
It also participated as a Silver Sponsor at the
Global WealthTech Summit
, which was held on
November 2nd in London, United Kingdom. The Global WealthTech Summit is the leading WealthTech
and Digital Banking event in Europe, serving the financial services, investment and technology industries
worldwide. Profile Group proceeded with a Demo Presentation of Axia Suite, the flagship of the
Investment Management solution. Executives presented the overall benefits derived from the platform
solution, along with the value provided in conjunction with ways financial institutions can achieve digital
transformation.
19.
In addition, the Group participated as a Silver Sponsor in the
2
nd
Greece-
India Business Forum
,
which was held on November 22 in Athens with business extroversion as a key pillar. The Forum focused
on the promotion and development of Greek-Indian relations in the economic and business sector, on
strengthening trade and dynamic development between the two countries, as well as on supporting
Greek businessmen who wish to create partnerships and synergies with Indian companies. Profile Group
executives exchanged views on matters of common business and commercial interest.
20.
There was active participation and dynamic support on behalf of the Group at the
21
st
Bank
Management Conference
, which was held on November 23 in Athens. The conference focused on how
Banks are exploring expanding their boundaries, providing new hybrid experiences (much like fintechs
are doing today), while also providing specialized insights to businesses that fall into various vertical
markets. The presentations focused on the ways in which banks can expand their portfolio, offering
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
20
more and diversified financial solutions to their customers and partners, in order to gain a competitive
advantage.
21.
Subsequently, he participated in the
13
th
e-Government Forum
as a Gold Sponsor, which was
held on November 28-29 in Athens, supporting with his sponsorship the digital reform in the Public
sector. The company presented in the Thematic Unit "Completed Projects of Digital Governance: Design,
Technologies, Implementation, Artificial Intelligence" the project of Upgrading the Court's Record
Keeping System.
22.
In addition, Profile Group participated in the
Digital Economy Forum
as a Gold Sponsor, which
was held on December 18, supporting the SEPE annual conference on the digital economy with its
sponsorship. The company presented in the Thematic Unit "Digital Skills and Human Resource Shortage
- Facing the Great Challenge of our Time", the digital skills required in the field of technology, combined
with the shortages of human resources in Greece and the ways they can
to be dealt with.
6.
Corporate Social Responsibility (CSR) actions
The Profile Group, with continuous and selfless social contribution, practically supported, within the
framework of the Corporate Social Responsibility (CSR) program, the student competition
RoboChallenge which was held on November 18 and was successfully organized by the Ministry of Digital
Governance in collaboration with the "Hellenic Land Registry". 10 student groups and a group of first-
year students participated in the competition, where they were invited to present the robotic
mechanisms they developed to turn automatically and synchronously with a bookscanner, the pages of
the old books that will be digitized in the mortgage offices and cadastral offices of the country. The
Profile Group was a proud sponsor of the first prize money of the winners, which was received by the
team "The Inventors".
SECTION C
΄
Anticipated course and evolution of the Group for the financial year 2024
For 2024, the PROFILE Group’s strategy aims to further strengthen extroversion and continue growth in
new markets as well as enhanced participation in domestic IT projects, mainly of the wider public and
private sector. The Group systematically strengthens its presence and activities in foreign markets, in
order to fully cover and serve the needs of the banking and investment sector, in which it has significant
expertise, either through existing products - solutions of the Group, or through acquisitions in markets
where the Group had no presence till now or can provide software solutions that could be combined
with the existing ones.
In addition, it substantially strengthened the staffing and structures of the departments of the Group's
companies that monitor the tenders for public IT projects, coordinate and implement the proposals for
participation in tenders and subsequently implement the realization of the projects undertaken by the
Group.
However, it should not be overlooked that in view of the Group's highly export-concentrated
orientation, the prospects, results and course of both the Group and the Company are directly related
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
21
to the situation and conditions prevailing in the global economy and market (e.g. Ukraine crisis, energy
crisis, inflation and bank interest rates as well as the development of international relations, etc.).
On the other hand, the Greek economy, which in the last decade has experienced the worst crisis in its
post-war history, has managed to recover and enter a medium-term growth trajectory. The upgrade of
Greece's debt, the issuance of low-interest bonds, the improvement of bank financing conditions, the
recovery of confidence in the banking system as well as the recovery of the investment grade, certify
the substantial progress made. According to the data to date, and especially in view of the recent crisis
in Ukraine but also in the Gaza Strip, which has created geopolitical, economic and energy distortions,
as well as rising inflationary developments with the consequent increase in borrowing rates, are holding
back global economic growth for the year 2024.
The above compose a special environmental mix which is currently difficult to assess, and which in any
case creates a growing insecurity as to drawing definitive conclusions about developments during the
financial year 2024.
In any case, the Management monitors the developments and adjusts the Group's strategy accordingly.
The Group’s priorities for the current year include further improving its position in the markets of the
United Kingdom, France, Cyprus, Middle Eastern countries and Scandinavia as well as infiltrating new
markets, mainly through:
(a) further enhancing the Group’s activity abroad, as long as it maintains and consolidates its presence
with offices, subsidiaries and other representative collaborations in Greece, France, Cyprus, the United
Kingdom, the United Arab Emirates, Singapore and Scandinavia;
(b) hiring of new, specialized personnel;
(c) development and presentation of new operations and innovative products in domestic and foreign
market;
(d) further rationalization of costs, which is already being implemented through restructuring of the
corporate operations and its individual directorates, in order to achieve optimal utilization of the
possibilities provided within the IT industry at global level;
(e) targeted approach of new projects and particularly complex information technology projects both in
the domestic public and private sector and in similar projects abroad.
The flexibility of the internal structure and organization that has already been created by the Group over
the past years, allows it to adapt more quickly and efficiently to the market conditions that are formed
each time, in order to effectively use, if presented, substantial growth opportunities and hedge the
recessionary external environment which occurs due to the factors mentioned above.
In addition, the investments of previous years aimed at maintaining the competitive advantage and the
development of the Group's operations in sectors with high added value, are expected to continue to
have a beneficial effect on profit margins, both on Group figures and the current financial year.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
22
The Group and in particular the Management of the Company are expected to maintain a development
attitude regarding the presentation of new solutions based on cutting-edge technologies (Axia Suite,
Acumen.plus, RiskAvert as well as the new finuevo suite for core and digital banking which is the
evolution of the Group's banking platforms). In particular, they remain focused on creating innovative
technologies and integrated quality solutions, in order to improve and continuously expand the range
of products produced, with an emphasis on their competitiveness, combined with continuous and
systematic monitoring of market trends and needs, using modern production and development methods
according to international standards.
The Group systematically enhances its presence and its activities in global markets, aiming to provide
integrated solutions and address the needs of the international banking and investment sectors, in
which it is specialized. Additionally, the Company invests in office activities in countries abroad
efficiently.
This includes strengthening the Group's activities both in the Asian region and in the neighboring
geographical areas, increasing the number of specialized staff in the Dubai office for greater penetration
into the wider region through local service and collaborations, while in general the strategy pursued
aims to consolidate the presence of the Company and the Group in these markets of high interest and
dynamics and to promote its specialized products in new markets.
It is particularly important that these efforts are recognized by the international media by awarding
business excellence awards, in connection with the development of new solutions.
SECTION D
΄
Main risks and uncertainties
The Company and the Group operate, as is known, in a highly competitive and particularly demanding
international environment, which is changing swiftly and rapidly. During the last years, the Company
and the Group, systematically and with a specific development plan, try to strengthen their extroversion
with steady and safe steps, not single meaningly, but in the geographical areas that are of strategic
interest, with emphasis on cutting-edge technologies and continuous technological upgrade of the
products and solutions they provide, while at the same time developing new activities and promoting
their entry into new markets, in order to further strengthen their competitiveness. At the same time,
they monitor the developments also in the domestic market.
The Company’s specialized know-how, its many years of experience and presence in the field, its
organization and the intense activity of all its executives, its wide renown in combination with the study,
development and marketing of new products, but also the continuous improvement and upgrading of
the existing ones, with emphasis on the quality and the ability of immediate satisfaction of demand but
also of the changing needs of the final customers, as well as the creation of strong infrastructures and
the infiltration of new markets, help the Company and the Group remain competitive, notwithstanding
the inherent problems facing the sector, which problems have intensified especially during the financial
crisis.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
23
The Group's positive financial situation and its significant quality and product differentiation, combined
with the continuous development and upgrading of its products, as well as the Group's expansion into
new geographical markets, are the main supplies it has to minimize the negative consequences from the
unprecedented health crisis of the last three (3) years, but also the recent energy crisis as a consequence
of the Russian invasion of Ukraine and the resulting geopolitical and financial instability. In any case, the
Management monitors on a systematic basis and evaluates the evolution of the above events and their
impact on the financial results, given that their evolution cannot be predicted with certainty. Therefore,
depending on the intensity and duration of the phenomena, there is a possibility that part of the broad
customer base to which the Group is addressed may be driven to a suspension and/or time variation of
investment plans and the postponement of modernization programs.
The usual financial and other risks to which the Group is exposed and which it is likely to face during the
financial year 2024 are the following:
1. Risk of reduction in demand due to the general recession
Although this specific risk is of a limited extent owing to the special software categories developed and
marketed by the Group, nevertheless, to avoid the reduction in demand due to the greater financial
situation prevailing in the Greek market but also due to the global recessionary environment, a
consequence of the high inflation, the rising flow of interest rates and the geopolitical and energy crisis,
the Group develops a large and wide range of products in different categories, addressing the
international market in order to counterbalance possible losses in specific market branches. The
development and evolution of software products is based on the uninterrupted everyday monitoring
and research of the market and new technologies, so that on entering new markets it may balance
possible losses.
However, in view of the latest negative developments due to the war between Russia and Ukraine, which
has had a particularly adverse impact on the global supply chain, financial stability and economic activity
and has led to a spike in the prices of energy, raw materials and consumer goods in general, the said risk
is considered real and quite significant. For this reason, special emphasis is placed on strengthening the
extroversion of the Company and expanding the International presence of the Group, as the
geographical dispersion of the Group’s activities acts as hedging to the recessionary environment.
2. Risk of increased competition by imported businesses
This risk is always real and appreciable in the area where the Group operates, especially if we consider
the fact that barriers to entry are not so strong in this area, as most of the technical terms used to
implement and complete information systems and software product configuration are widespread,
which allows foreign companies to penetrate the market with relative ease, taking advantage of
comparative advantages, especially in terms of sizes.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
24
The Company, having now consolidated its extroverted orientation, confronts this risk with emphasis on
the design and development of quality and modular products, on the systematic and targeted
improvement, upgrade and adaptability of the products already marketed by it, on the representation
of strong and world-renowned houses, on establishing long-term, trusting relationships with its
customer base and on the expansion of its activities abroad. This risk is timeless and in that sense it is
dealt with by the Management of the Company and the Group, always placing special emphasis in the
field of quality and product differentiation and in general, in providing to customers high level services,
while at the same time, by systematic reinforcement of extroversion, it upgrades its role and presence
in the international market, a fact which renders it more resilient in confronting this risk. In addition, the
constant increase in the global market size partially abates the effects of competition, so that the activity
that takes place outside Greece, which constitutes a strategic orientation for the Company in recent
years, compensates for the inevitable losses in the Greek market.
3. Risk of technological developments
The technological developments affect to a high degree the competitiveness of companies operating in
the field of information technology. Companies that operate in the IT industry must be constantly aware
of possible differentiations and developments in existing technology and make the necessary
investments to ensure a high level of technology.
Based on the above, and for the greatest possible reduction of the risk of technological developments,
the Group:
develops products in particularly efficient and internationally recognized platforms;
moves to continuous training and education of the staff in technological matters, in cooperation with
internationally recognized bodies in the field of high technology;
offers innovative applications, corresponding to the complex needs and demands of the market.
For the above reasons, this specific risk is assessed as real, but in any case as absolutely manageable at
this particular period of time.
4. Credit risk
The Management of the Company and the Group, on the basis of its internal principles of operation,
ensures that the sales of goods and services take place towards customers of high credit reliability and
lending capacity. Owing to the expansion of the activities of the Company and the Group abroad, the
said risk is real in relation to customers originating from other countries (especially from countries of
Africa, Asia and S. America) for whom the efficient check of their creditworthiness and reliability is not
always easy. For this reason the Company and the Group constantly develop and evolve internal
mechanisms of operation (regarding the process of negotiations, contracts and project management),
with the view to more completely addressing the specific danger. Within the said context and the
assessment methods available to the Group, it has not faced so far any possible exposures of significant
size, for which no adequate provision has been formed. Therefore, the said risk, although real in view of
the greater negative economic climate, is assessed today as controllable and manageable.
However, if
there is a deterioration of the conditions for the development of economic activity in the coming
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
25
months, this risk may affect the results of the Company. Note 17 of the financial statements provides an
analysis of customer receivables.
5. Liquidity risk
The Management attaches particular importance to the management of this risk, to its monitoring by
conducting monthly and quarterly forecasts, to the continuous monitoring of cash flows and to the
continuous evaluation and reassessment of the strategy related to its effective management.
In the above context and based on the existing data, this risk is completely controllable and manageable.
However, the deterioration of the economic conditions of the global market and the reversal of the
forecasts for the expected economic growth combined with the prevailing conditions of uncertainty and
insecurity, cannot be ruled out to affect, to a controlled extent, the liquidity of the Company and the
Group.
Notes 24, 28 and 29 of the financial statements set out a table of the loans and other liabilities of the
Group.
6.
Exchange risk
The Group operates internationally and is therefore at risk of exchange rates arising mainly from the US
Dollar and the British Pound. This type of risk mainly results from commercial transactions in foreign
currency as well as from net investment in economic entities abroad. The Management of the Company
constantly monitors the foreign exchange risks that may arise and evaluates any need to take relevant
measures; however, at the present time the uncertainty in the global financial environment and the
fluctuation of exchange rates makes this risk real and capable of affecting the Group's results and
performance during the current financial year.
7. Interest rate risk
The Company's interest rate risk is considered to be manageable, despite the increase in bank interest
rates given that the Company has controlled exposure to bank borrowings. The Group's policy is to
maintain the total amount of borrowing at variable interest rates and to intervene correctively,
whenever necessary, and at the same time to avoid, to the extent permitted by business activity in
general, exposure to further lending.
The limited exposure of the Group to loan funds serves as a crucial offset to interest rate risk. It is noted
that the Group's cash reserves and cash equivalents exceed all bank loans.
8. Risks from climate change
The term 'Climate change' means global climate change due to human activities and caused mainly by
an increase in the concentration of greenhouse gases in the atmosphere.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
26
The Company, recognizing both the risks associated with the phenomenon of climate change and its
obligations in relation to the need to continuously improve its environmental performance, follows a
path of sustainable development and carries out its activities in a way that ensures the protection of the
environment.
To address the risks of climate change, the Company promotes and implements a policy that focuses on
the following axes:
design of an emergency plan for the management and reaction to extreme natural phenomena on
the premises of the Group's companies;
assessment of the impact of the Company's activities on the environment, recording and evaluating
potential risks, taking the necessary preventive measures, carrying out regular checks to confirm
implementation and assessing the effectiveness of the measures;
replacement of energy-intensive equipment with new, lower energy requirements;
continuous monitoring of energy consumption and taking measures to further reduce it;
raising awareness and informing the Company's employees about energy saving issues;
continuous information, training and awareness of staff, in a manner adapted to the tasks and needs
of each employee in order to promote an environmentally responsible culture;
motivation of the Company's partners in environmental protection and strengthening their
environmental awareness.
9. Risks from the current developments in Ukraine and Israel
Given that the Group does not have a presence in Russia and Ukraine and Israel through a subsidiary,
there does not appear to be an immediate risk in terms of both the Group's productive operation or
employee safety. Additionally, there seems to be no direct impact on the Group's turnover since there
are no significant implementations in these countries.
However, given the extroversion of the Group, the negative impact of the ongoing military conflict on
global economic activity, the continuing increases in raw material prices, interest rates and energy
prices, the delays in the supply chain and the strong inflationary pressures, the management closely
follows the developments that are changing rapidly in order to ensure the uninterrupted operation of
both the Company and the Group.
10. Risks from the energy crisis
The continuation of the energy crisis may result in a further increase in the Group's operating costs and
may also reduce the demand for the Group's products and services depending on the duration and
intensity of the phenomenon. In any case, the Group's management closely monitors developments on
a daily basis and evaluates and takes the measures deemed appropriate.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
27
SECTION
Ε΄
Significant transactions with related parties
The Company and the Group purchase products and services and provide services, according to their
usual activity, to related companies. The transactions with the related parties pursuant to the meaning
of IAS 24 were conducted during the closing financial year on the usual market terms.
In particular, this Section includes:
(a)
the transactions between the Company and every related party, which substantially affected the
financial position or performance of the Company during the closing financial year 2023 and
(b)
any changes in the transactions between the Company and every related party, described in the
last annual Report, which could materially affect the Company’s financial position or performance
during the financial year 2023.
The Group’s transactions with the related parties are listed below:
Sales
Purchases
Inter-company transactions
2023
2022
2023
2022
GLOBAL SOFT S.A.
125,618
124,742
94,933
37,085
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
642,396
1,443,605
-
-
PROFILE SOFTWARE (UK) Ltd
654,610
387,514
-
-
PROFILE DIGITAL SERVICES S.A.
11,040
2,273,929
-
-
PROFILE TECHNOLOGIES SINGLE MEMBER S.A.
140,763
51,256
534,198
444,784
LOGIN S.A.
444,543
368,545
120,688
-
CENTEVO AB
160,302
-
-
-
Total
2,179,272
4,649,591
749,819
481,869
The balances of the Company's receivables and liabilities with the related companies at the end of the
closing financial year 2023 are analyzed as follows:
Receivables
Liabilities
Inter-company balances
31.12.2023
31.12.2022
31.12.2023
31.12.2022
GLOBAL SOFT S.A.
27,056
17,951
97,456
69,065
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
429,825
515,658
7,000
-
COMPUTER INTERNATIONAL FRANCHISE LTD
172,190
171,987
-
-
PROFILE SOFTWARE (UK) LTD
307,900
47,602
-
-
PROFILE DIGITAL SERVICES S.A.
-
141,020
416,800
-
PROFILE TECHNOLOGIES SINGLE MEMBER S.A.
137,570
181,829
50,401
50,332
LOGIN S.A.
30,800
37,250
66,148
-
CENTEVO AB
160,302
-
-
-
Total
1,265,643
1,113,297
637,805
119,397
The balance of the Parent Company's bond loan to its wholly owned subsidiary "PROFILE TECHNOLOGIES
MON.AEBEP" amounted on 31/12/2023 to € 4,650,000 (31/12/2022: € 3,400,000).
The amount of € 1.400.000 has been granted pursuant to the decision of the Board of Directors dated
31/08/2021 and the amount of € 2.000.000 has been granted pursuant to the decision of the Board of
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
28
Directors dated 01/11/2022,while the amount of € 1.250.000 has been granted by application of the
decision of the Board of Directors date 22/11/2023.
The product of the above Joint Bond Loan will be used by the wholly owned subsidiary exclusively for
the uninterrupted and timely implementation of the medium-term business plan it has designed, in
accordance with the specific terms and conditions of the relevant notice of the Development Law
4399/2016, to which it has been subjected.
Transactions with related parties, as defined in International Accounting Standard 24, for the year ended
2023 are as follows:
For the year 2023:
Group
Company
Remuneration of Directors and members of Management
1,638,245
1,481,482
On top of the above it is noted that:
o
There are no transactions with other related parties to the Company, in the sense of the
International Accounting Standard 24, except for the aforementioned.
o
No loans or credit facilities in general have been given to members of the Board of Directors or
other Company executives and their families.
o
The amounts referred to in the above Table relate to remuneration for the personal services-work
they provide to the Company, remuneration for such performances and transactions of the
members of the Company’s Management and its executives as well as stock options during the said
period.
o
During the fourth year of implementation of the Stock Option Plan for selected executives of the
Company and its affiliated companies, which Program was established pursuant to the decision of
the Board of Directors dated 16.01.2020 following the granted by the 1st Repetitive Annual
Ordinary General Meeting of the shareholders of 25 May 2018, as applicable after its amendment
pursuant to the decision of the Board of Directors dated 25.10.2022, and in particular from
01.11.2023 to 30.11.2023, were exercised
on behalf of the beneficiaries 208,651 stock options,
with the sale price of the shares delivered to the beneficiaries as a result of exercising the rights
granted to them amounting to 0.85 Euro.
o
The said transactions do not contain any extraordinary or individualized features, which would
render necessary the further analysis, per related person, thereof.
o
Except for the above remunerations, no other transactions subsist between the Company and
executives and members of the Board of Directors.
o
There is no transaction whatsoever that has been conducted outside and beyond the usual market
terms.
o
There is no transaction whatsoever, the value of which exceeds 10% of the value of the Company’s
assets, as represented in its last published statements.
o
There is no transaction whatsoever that is deemed significant, according to the stipulations of the
Circular number 45/2011 of the Capital Market Commission.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
29
SECTION F
΄
Explanatory report of the Board of Directors
The present Explanatory Report of the Board of Directors contains additional detailed information
according to paragraphs 7 and 8 of article 4 of l. 3556/2007, constituting a single and integrated part of
the present Report of the Board of Directors.
Share Capital – Own shares
1. Structure of the Company’s share capital
The Company is listed on the Athens Stock Exchange and its shares are publicly traded in total, on the
Athens Stock Exchange market. The Company's shares are intangible, common, and registered after
voting, freely negotiable and transferable.
Pursuant to the decision of the Annual Ordinary General Meeting of the Company's shareholders of
12.05.2022, the nominal value of the Company's shares was reduced from forty-seven euro cents (€
0.47) to twenty-three euro cents (€ 0.23) and the total number of shares was increased from 12.013.916
to 24.027. 832 common registered shares (stock split), replacing each one (1) old common registered
share with two (2) new common registered shares, with a simultaneous reduction (for rounding
purposes) of the share capital of the Company by the amount of one hundred twenty thousand one
hundred thirty-nine Euros and sixteen cents (€ 120,139.16) and the creation of a special purpose reserve,
in accordance with the provisions of article 31 par. In accordance with Article 31(2) of Law No. 31.2 of
the Law, the Special Purpose Vehicle is to be set up for the purpose of establishing a special purpose
vehicle for the financing of the Special Purpose Vehicle. 4548/2018, equal to the amount of the
reduction of the share capital.
Pursuant to the decision of the Company's Board of Directors dated 06.12.2023 and in the framework
of the annual implementation of the Share Allocation Plan approved by the First Repetitive Annual
General Meeting of Shareholders of May 25, 2018, the share capital was increased by forty-seven
thousand nine hundred eighty-nine Euros and seventy-three cents (€47,989.73), through the issue of
two hundred eight thousand six hundred and fifty-one (208,651) new ordinary registered shares of
nominal value of twenty-three cents (€0.23) each, with an issue price of eighty-five cents (€0.85) per
share, the difference between the issue price of the new shares and their nominal value being
129.363,62 Euros, to be paid into a special reserve account "Difference from the issue of premium
shares".
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
30
Accordingly, the Company's share capital currently amounts to five million six hundred and fifty-four
thousand eight hundred and eighty two Euro and fifty eight cents (€ 5,654,882.58) and is divided into
twenty four million five hundred and eighty six thousand four hundred and fourty six (24,586,446)
ordinary, registered shares, with a nominal value of twenty three cents (€ 0.23) each.
All the rights and obligations defined by the law and the Articles of Association of the Company are
derived from each share. The ownership of the share automatically implies the acceptance of the
Company's Articles of Association and the decisions that have been made by the various bodies of the
Company, in accordance with the law and the Articles of Association. Each share provides the right to
one (1) vote, subject to the provisions of Article 50 of l. 4548/2018 in respect of own shares.
On the date of approval of this Report, the Company holds 87,000 treasury shares, with an average
acquisition price of 3.8738 Euros per share, representing approximately 0.35% of its share capital and
corresponding voting rights.
2. Restrictions as to the transfer of Company shares
The transfer of Company shares is conducted as defined by law and there are no restrictions in its Articles
of Association in respect of their transfer, especially since these are intangible shares listed on the
regulated market of the Athens Stock Exchange.
3. Significant direct or indirect participations in the sense of l. 3556/2007
The information referring to the number of shares and the voting rights of the persons who have
significant participations, have been drawn from the share register kept by the Company and from the
notifications that have been legally (and following MAR) received by the Company on behalf of the
shareholders. The significant participations of the Company are the following:
•
“GLOBALSOFT DEVELOPMENT AND MARKETING OF SOFTWARE AND COMPUTING SYSTEMS
MATERIAL SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company
participates with 97.09%;
•
“PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD”, with registered office in Cyprus, in which the
Company participates with 100%;
•
“COMPUTER INTERNATIONAL FRANCHISE LIMITED LIABILITY COMPANY”, with registered office in
Nea Smyrni, Attica, in which the Company participates with 50.18%. In relation to the said Limited
Liability Company it is noted that it has been dissolved and is currently under liquidation, that has
not been yet concluded;
•
“PROFILE SOFTWARE (UK) LTD”, with registered office in the United Kingdom, in which the above
Cypriot subsidiary participates with 100%;
•
“PROFILE DIGITAL RECORDING, STORAGE AND RELEASE OF MINUTES OF COURT MEETINGS SOCIETE
ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company participates with
100%;
•
“LOGIN S.A.”, with registered office in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
participates with 99.92% and PROFILE SOFTWARE (UK) LTD with 0.08%;
•
“PROFILE TECHNOLOGIES COMMERCAIL AND INDUSTRIAL COMPANY SINGLE MEMBER SOCIETE
ANONYME”, with registered office in Thessaloniki, in which the Company participates with 100%;
•
“CENTEVO A.B.”, with registered office in Stockholm, Sweden and presence through a branch in Oslo,
Norway, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD participates with 100%.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
31
Furthermore, the significant direct or indirect participations in the share capital and the voting rights of
the Company pursuant to the provisions of articles 9 to 11 of l. 3556/2007 are the following:
i.
Charalambos Stasinopoulos: 6.975.184 shares and voting rights (a percentage of 28,37%).
ii.
Latover Holdings Limited (owned by Mr. Char. Stasinopoulos): 3.543.660 shares and voting rights (a
percentage of 14,413 %).
4. Shares providing special control rights
There are no shares which provide special control rights.
5. Restrictions to the right of vote
The Company’s Articles of Association do not provide for any restrictions to the right of vote derived
from its shares, nor does the Company has been notified of such restrictions.
6. Agreements of shareholders of the Company
The Company is not aware of any agreements between shareholders, which entail restrictions to the
transfer of shares or to the exercise of the rights of vote.
7.
Rules of appointment and replacement of members of the Board of Directors and of amendment
of the Articles of Association
In respect of the appointment and replacement of members of the Company’s Board of Directors and
of issues related to the amendment of its Articles of Association, no rules subsist today that differ from
the provisions of L. 4548/2018, as currently in force.
8. Res
ponsibility of the BoD for the issuance of new shares or reacquisition of equity shares (treasure
shares)
There is no permanent special competence of the Board of Directors or certain members thereof for the
issuance of new shares or the purchase of own shares in accordance with Article 49 of Law 4548/2018.
The relevant competence and authority to the Board of Directors is always granted by a relevant
resolution of the General Meeting of Shareholders of the Company.
Already, the annual Ordinary General Meeting of the Company’s shareholders of May 12
th
2022 decided,
inter alia,
the purchase by the Company, pursuant to the provisions article 49 of l. 4548/2018, within a
period of twenty four (24) months from the date the said decision was reached, i.e. until May 12
th
2024
at the latest, of one million shares (1.000.000) at maximum (included and aggregated in relation to the
above limit of own shares already acquired by the Company in the context of a previous treasury share
acquisition plan), which correspond to a percentage smaller than 10% of the existing Company shares,
with a purchase price range of two Euro (€ 2,00) per share (minimum limit) and twelve Euros (€ 12,00)
per share (minimum limit), while at the same time, provided the Board of Directors with the
authorization for the appropriate implementation of the said procedure.
The Company, during the closing financial year 2023 proceeded to the purchase of 136,979 equity
registered shares, at the average purchase price of 3.5302 Euros per share, which correspond to 0.56%
of its share capital.
At the same time, on May 23, 2023, the Company sold, through a private placement, 430,000 Equity
Shares at a price of 3.45 Euros per share.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
32
Within the current year 2024 and by April 10
th
the Company has purchased 6,350 equity common
registered shares, at the average purchase price of 4,0572 Euros per share,, which corresponds to
0.0258% of its share capital.
9.
Important agreements that take effect, are amended or expire in the event of a
change in the
Company’s control, upon a public offer.
No important agreement exists whatsoever, entered into by the Company, which takes effect, is
amended or expires in the event of a change in the Company’s control, following a public offer.
10. Impo
rtant agreements with members of the BoD or the Company’s staff.
Between the Company and the members of the Board of Directors or its staff, there is only one
agreement (and in particular between the Company and its Managing Director and President of the
BoD), which provides for special compensation, in the events of redundancy or dismissal without
substantial reason or termination of office or engagement owing to any public offer.
SECTION G
΄
Information on labor and environmental issues.
(1)
On 31.12.2023 the Group was found to be employing 193
permanently employed individuals and
the Company 105 respectively, against 197 and 107 individuals employed on 31.12.2022. It should be
noted that the relations of the Company with its staff are excellent and there are no work problems
arising, in general, as one of the basic priorities of the Company is the up-keeping and reinforcing a
climate of working peace and the constant improvement of the working conditions, to achieve the
maximum utilization of the human recourses, in a productive level.
The Company daily takes care to
administer all the necessary measures and to adopt practices, in order to fully and completely comply
with the applicable provisions of labor and insurance legislation. One of the basic principles governing
the operation of the Group is the continuous training of the staff and the strengthening of the corporate
consciousness at all levels of the functions and activities of the Group.
(a) diversification and equal opportunities policy
The Management of the Group does not discriminate on recruitments, salaries and promotions on the
basis of sex, tribe, religion, skin color, nationality, religious beliefs, age, family status, sexual preferences,
participation in trade unions or any other characteristics whatsoever. The only factors taken into
consideration are the training, specialization, experience, efficiency and the individual’s abilities in
general, while it encourages and advises all employees to respect the diversity in every employee,
customer and supplier of the Group and to not tolerate any behavior which is likely to create
discriminations of any form.
(b) respect of the rights of employees
The Management of the Group upheld, without deviation, the current labor legislation and respects the
relevant provisions and stipulations on child labor, human rights and the possibility of participation of
the employees in trade unions.
(c) hygiene and safety at work
The protection of health and safety of the employees constitutes a top priority for the Management of
the Group, which monitors and systematically checks all risks that are likely to arise from its activity and
takes all necessary preventive measures for the prevention of accidents, while all employees attend
training seminars on issues of health and safety at work. The Group's Management also ensures the
observance of fire safety rules, the response to emergency events and the training of staff in fire
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
33
protection, firefighting, use of portable fire extinguishers and the preparation of readiness exercises
with the aim to prevent and confront exceptional occurrences.
(d) employee training and development
The business success of both the Group and especially the Company is based on its people. The Company
provides a working environment characterized by stability, so that all employees are motivated to be
productive and focused on achieving the best result, to take initiatives for the benefit of the corporate
interest and to manage their personal development with zeal and integrity. Through the Human
Resources Department, the Company's Management distinguishes the skills of employees and places
them in positions where they will contribute to the maximum degree and will be able to be
distinguished.
(2)
The Group recognizes the need for continuous improvement of environmental performance based
on the principles of sustainable development and in compliance with legislation and international
standards aims at a balanced economic development in harmony with the natural environment.
Following a path of sustainable development, it carries out its activities in a way that ensures on the one
hand the protection of the environment and on the other hand the hygiene and safety of its employees.
The Group seeks to improve the overall behavior of its employees both in terms of environmental
pollution prevention and recycling and environmental management and endeavors to establish the
concept of ecological sensitivity across the workers' pyramid.
Within this framework, the Management prepared and adopted a Sustainability Policy in order to
integrate sustainability issues and environmental, social (social responsibility) and corporate governance
rules into the corporate culture and strategy, with a view to creating long-term value and making a
positive contribution to society.
A detailed description of the established Policy is provided in Part G of the Corporate Governance
Statement, which forms an integral part of this Report.
SECTION
Η΄
Other information- Significant events after the 31
st
December 2023 and up to the drafting of the
present Annual Report
1. Through continuous monitoring of the market, the Company aims to develop new products and to
upgrade and further evolve the existing ones, with the view to more fully meeting the ever-changing
needs of the market and adapting to customer requirements. The Research and Development works are
carried out by specialized consultants of the Company in the individual Units with vertical and perfect
knowledge and experience for each product or solution that is developed as well as in collaboration with
the Sales and Marketing Departments for the required market and customer research, where required.
2. None of the companies participating in the consolidation have any shares or units of par. 1e of article
26 of l. 4308/2014, except for the parent Company.
The equity shares held by the Company are
mentioned in Section F’ hereof.
3. In reference to the anticipated development of the Company as well as of the companies included in
the consolidation, Section C’ of the present Report sets out a relevant analysis.
4. There are no other significant events that took place after the expiry of the closing financial year 2023
and up to the date of approval of the present Report, which have a significant impact on the annual
financial statements and therefore need special mention and reference in the present Report.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
34
SECTION I
΄
CORPORATE GOVERNANCE STATEMENT
(The present Statement is drafted according to article 152 of l. 4548/2018 and forms a part of the
Annual Report of the Company’s BoD
)
CONTENTS
INTRODUCTION
1.
CORPORATE GOVERNANCE
1.1 Meaning
1.2 Corporate governance regulatory framework
2. HELLENIC CORPORATE
GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the new Corporate Governance Code
2.2 Deviations from the Corporate Governance Code and reasoning thereof. Special provisions of the
Code that are not applied by the Company and
explanation of the reasons for non
-application
2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
PART
Α΄
-
BOARD OF DIRECTORS
Ι
.
Role and responsibilities of the Board of Directors
ΙΙ
. Size and
composition of the Board of Directors
ΙΙΙ. Operation of the Board of Directors
ΙV. Information on the existing Board of Directors
PART
Β΄
- COMMITTEES and UNITS
Ι
. Audit Committee
ΙΙ
. Remuneration and Nomination Committee
ΙΙΙ
. Corporate Communications and Shareholder Services Unit
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
35
PART C
΄
- GENERAL MEETING
PART D
΄
- INTERNAL CONTROLS SYSTEM AND RISK MANAGEMENT
Ι
. Internal control
ΙΙ
. Risk management
PART
Ε΄
-
CORPORATE GOVERNANCE SYSTEM
PART F
΄
- ADDITIONAL INFORMATION
PART G
΄
- SPECIAL DECLARATIONS
PART H
΄
-
SUSTAINABLE DEVELOPMENT POLICY
INTRODUCTION
1.
CORPORATE GOVERNANCE
1.1 Meaning
According to the Principles of Corporate Governance of the Organisation for Economic Cooperation and
Development (OECD), corporate governance means a system of relations between the Management of
the Company, the shareholders, the employees and any other interested party, aiming at the creation,
development and sustainability of strong, healthy and competitive businesses.
As a set of principles, corporate governance is in fact a matter of self-regulation, i.e. it is not limited to
the application of mandatory provisions and regulations by law, but is based on voluntary acceptance
and application of rules understood as specific practices.
Based on these rules, the management is exercised, monitored, organized and controlled, the corporate
functions are performed, the relations with the shareholders and external actors (shareholders,
suppliers, customers, public administration, etc.) that are interconnected with the Company are shaped,
the objectives set are achieved, existing or potential risks are identified and managed.
The promotion of corporate governance principles aims at increasing the credibility of the Greek capital
market towards international and domestic investors, enhancing transparency, improving the
competitiveness of Greek companies and strengthening their internal operating structures. Moreover,
a framework of good and adequate corporate governance can, through the consolidation of trust in the
business environment, reconcile, in an effective and beneficial way, the interests of businesses, citizens
and society.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
36
1.2 Corporate governance regulatory framework
In our country, the corporate governance framework for public limited companies whose securities are
listed on a regulated market consists on the one hand of the adoption of mandatory law rules, and on
the other hand of the application of the principles of corporate governance, as well as the adoption of
best practices and recommendations through self-regulation.
In particular, this framework includes:
a)
Law 4706/2020 (Government Gazette A'136/17.07.2020), with the provisions of which the legislative
framework for corporate governance is substantially reformed and updated, taking into account the
changes in the legislative and regulatory framework governing the action of listed companies at EU level,
during the period since the introduction of Law 3016/2002 (initial legislation on corporate governance)
until today, as well as the current trends in the issue of corporate governance. In particular, the new
regulations seek to substantially upgrade the required organisational structures and corporate
governance procedures of public limited liability companies, so that they meet the increased
requirements of the modern capital market, while at the same time not affecting the operational and
decisive autonomy of the business entity. The aim of the new legislation is to consolidate good and
effective governance practices and thereby enhance the confidence of their shareholders or potential
shareholders.
(b)
the decisions of the Hellenic Capital Market Commission issued pursuant to the aforementioned law,
(c)
certain provisions of l. 4548/2018 and
(d)
the principles, best practices and self-regulatory recommendations incorporated into the applicable
Greek Corporate Governance Code, which was drafted by the Hellenic Corporate Governance Council
(HGC) in June 2021 and replaced the Code in force since October 2013.
2.
HELLENIC CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the new Corporate Governance Code
The Company, in compliance and harmonization with the provisions of article 17 par. 1 of l.
4706/2020, proceeded by virtue of the relevant decision of its Board of Directors dated 15.07.2021 to
the adoption and implementation of the new Greek Corporate Governance Code (available at
https://www.esed.org.gr), in which (Code) states that it is subject to the following detailed deviations
and exceptions.
2.2 Deviations from the Corporate Governance Code and reasoning thereof.
Special provisions of the Code that are not applied by the Company and explanation of the reasons
for non-application
The central objective of the current Greek Code of Corporate Governance
(hereinafter referred to for the sake of brevity as
"Code"
or
"KED"
) is the creation of an accessible and
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
37
understandable reference guide, which sets in a single text, high (higher than mandatory)
requirements and standards of corporate governance.
In particular, the Code does not address issues that constitute mandatory legislation (laws and
regulatory decisions), instead establishes principles beyond the mandatory framework of corporate
governance legislation and addresses those issues that are either: (a) not regulated, or (b) regulated,
but the current framework allows for choice or derogation, or (c) regulated in their minimum content.
In these cases, the Code either supplements the mandatory provisions or introduces stricter principles,
drawing on experience from European and international best practices, always taking into account the
characteristics of the Greek business and the Greek stock market.
The Code is applied on the basis of the
"comply or explain" principle
. This principle requires companies
applying the Code either to comply with all its provisions or to explain, on justified grounds, the reasons
for not complying with its specific practices. The explanation of the reasons for non-compliance should
not be limited to a mere indication of the practice with which the company does not comply, but should
be justified in a specific, specific, comprehensible, substantive and convincing manner.
The Company first confirms with this Statement that it faithfully and strictly applies the applicable
provisions of the Greek legislation regarding corporate governance, as currently in force (Law
4706/2020, l. 4548/2018 and l. 4449/2017).
However, in relation to the specific practices and principles established by the Code, there are at this
point in time some deviations (including in the case of non-application), for which deviations are
followed by an analysis and explanation of the reasons justifying them.
In particular, the existing divergences in relation to the specific practices and principles established by
the Code are the following:
Non-executive members of the Management Board shall not meet at least once a year, or
exceptionally when deemed appropriate without the presence of executive members, in order to
discuss the performance of the latter.
This deviation is justified by the fact that the Company has a Committee for the Remuneration and
Nomination of Nominations (EPAY) which consists of non-executive members of the Board of Directors
and independently in their majority, which monitors and periodically evaluates the adequacy,
suitability, abilities and skills, experience, individual performance and effectiveness of all members of
the Board of Directors, and especially of the executive members, who are responsible for the
implementation of the Company's strategy and the achievement of its objectives. Besides, among the
members of the Board of Directors there is full transparency and whenever there is a relevant need or
there is any weakness or any malfunction, there are thorough discussions, in which the problems
presented are analyzed and criticized in statements, actions or decisions of its members, without
exception.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
38
The President shall not be chosen from among independent non-executive members. Although the
President is chosen from among the non-executive members, no independent non-executive member
is appointed, either as Vice-President or Senior Independent Director.
This deviation is justified by the desire of the Company's Management not to further burden the
independent non-executive members of the Board of Directors with additional duties and
responsibilities, due to the important role they are required to play in the specific Committees in
which they participate (Audit Committee and Committee on Remuneration and Nomination) in the
organization and operation of these Committees. Moreover, the appointment of an independent non-
executive director as Vice-Chairman would make it necessary for the independent non-executive
director to provide day-to-day and substantive assistance to the Chairman of the Management Board,
in particular in the process of organisation and functioning of the Management Board, which could be
a disincentive to the need and obligation for the independent non-executive director to devote
sufficient and necessary time to the fulfilment of his other duties.
However, it is noted that the Company complies with the provision of Article 8 par. 2 of l. 4706/2020,
since the Vice Chairman of the Board of Directors is a non-executive member thereof.
The maturity of the options is set (for part of them) less than three (3) years from the date they are
granted to the executive members of the Board of Directors.
The present deviation is due to the preparation and approval by the Board of Directors, in the context
of the relevant authorization granted by the 1st Repeated Annual General Meeting of shareholders on
May 25, 2018, of the existing share disposal program for specific executives, which provide services to
the Company and its affiliated companies on a permanent basis, for the purpose of rewarding, on the
one hand, the active participation in the achievement of the corporate purpose (especially during the
current period with the particularly
increased
requirements of the digitisation of the economy and the
action of the State) and, on the other hand, the strengthening of the long-term credit (Ioyalty scheme),
in the form of an option to acquire shares, in accordance with the provisions of article 113 of Law
4548/2018, at a time prior to the entry into force of the existing Code of Corporate Governance.
It is noted, for the sake of completeness of the explanation of the present deviation, that the main
characteristics of the program, which was adopted pursuant to the decision of the Board of Directors of
the Company dated 16.01.2020, consist of the following:
• the duration of the Program is set until the year 2025, in the sense that the rights to be granted to the
Beneficiaries may be exercised until November 2025;
• the share capital of the Company will be adjusted accordingly and in accordance with the rights
exercised by the beneficiaries by decision of the Board of Directors in accordance with the legal provisions
and the terms hereof;
• beneficiaries of the Program are selected
executives of the Company and its affiliated companies which
have been selected based on their position of responsibility, past service, achievement of goals and
overall evaluation;
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
39
• the number of rights to be allocated under the Programme may be up to six hundred thousand
(600,000), for its total duration (until 2025), however, as a result of the decision of the Annual Ordinary
General Meeting of the shareholders of 12.05.2022 on the reduction of the nominal value of the
Company's shares from € 0,47 to € 0,23 and the simultaneous increase of the total number of shares
from 12.013.916 to 24.027. 832 common, registered shares (stock split), replacing each one (1) old
common, registered share with two (2) new common, registered shares and taking into account that
208,651 rights matured and were exercised during the year under review; the other rights that have not
matured and/or have not been exercised amount to 237,940,
• the rights conferred give each beneficiary the right to participate in the increase of the Company's share
capital for a number of shares of the Company equal to the number of rights granted;
• the rights will mature in stages as follows:
(a) on 17th November of the first year following that in which the rights were granted, it shall mature at
the rate of 33% of the rights granted;
(b) on 1st November of the second year following that in which the rights are granted, it shall mature at
the rate of 33% of the rights granted;
(c) on 1st November of the third year following that in which the rights were granted, it shall mature at
the rate of 34% of the rights granted;
• executives with more than two (2) years of service receive 100% of the rights that are attributable to
them, while executives with up to two (2) years of service receive 50% of the rights that are attributable
to them until the completion of the first year of service and the remaining 50% after the fulfillment of the
condition of two years' service;
• the sale price of the shares to be delivered to the beneficiaries due to the exercise of the rights granted
to them, amounts to €0.85, in accordance with the decision of the Board of Directors of the Company
dated 25.10.2022 regarding the adjustment of clause 4.3 of the Plan, following the decision of the Annual
Ordinary General Meeting of the shareholders dated 12.05.2022 regarding the reduction of the nominal
value of the Company's shares from €0.47 to €0.23 and the simultaneous increase of the total number
of shares from 12. 013,916 to 24,027,832 common, registered shares (stock split), with the replacement
of each one (1) old common, registered share with two (2) new common, registered shares,
• the deadline for the submission of a declaration for the exercise of the right starts on 1 November and
ends on 15 November of each year of the Programme starting from the year 2020;
• the deadline for the payment of the exercise price starts on November 16th and ends on November
30th of each year of the Program, starting from the year 2020.
The contracts of the executive members of the Board of Directors do not provide that the Board of
Directors may require the return of all or part of the bonus that has been awarded, due to a breach of
contractual terms or inaccurate financial statements of previous fiscal years or generally based on
incorrect financial data, used for the calculation of this bonus.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
40
This deviation is justified by the fact that the Company's Financial Management takes all necessary
measures in order for any rights to receive extraordinary remuneration (bonus) to mature and be paid
only after the audit and final approval of the annual financial statements and to avoid the phenomenon
of bonus payments based on incorrect or inaccurate financial statements.
However, and for the purpose of complying with the aforementioned requirement of the CCP, the
Company's Management is considering the introduction into the existing contracts of the executive
members of the Board of Directors of a relevant additional provision regarding the right of the Board of
Directors to demand the return of all or part of any bonus awarded due to breach of contractual terms
or inaccurate financial statements or incorrect financial information..
The Board of Directors does not provide under the guidance of the Nominations Committee for the
annual evaluation of the CEO's performance.
This deviation is justified by the existence of a Committee for the Remuneration and Nomination of
Nominations, which is a more specific Committee of the Board of Directors, the main tasks and
responsibilities of which include the evaluation, among others, of the performance of the existing Board
of Directors and the compliance of its members with the specific criteria of individual and collective
suitability of the Suitability Policy established and implemented by the Company. Taking into account
that the CEO of the Company traditionally and consistently comes from the members of the Board of
Directors, it is obvious that the proper fulfillment of the powers, duties and responsibilities assigned to
him, the implementation of the corporate strategy and the execution of the decisions of the Board of
Directors and therefore the evaluation of its performance and effectiveness is fully and thoroughly
audited, in order to ensure the Company's business continuity and the Group's viability. The
performance of each of the members of the Board of Directors, let alone the Chief Executive Officer, in
no way escapes the attention of the Remuneration and Nomination Committee, which ensures
methodically, systematically and continuously that the Board of Directors is staffed with the most fit and
proper members.
The Board of Directors does not describe in the Annual Report how the interests of major
stakeholders have been taken into account in its discussions and decision-making.
This deviation is due to the adoption and implementation of the CSR, as adopted and applied by the
Company, while the Company's Management is considering the assignment of the mandate for the
preparation of a relevant Corporate Responsibility/Corporate Social Responsibility Report to an Audit
Company of known standing, and therefore a detailed identification of the parties of importance to the
Company, a description of these interests and a reference to the Annual Report of the way in which their
interests were taken into account during the decision-making process on behalf of the Board of
Directors.
The above, extremely limited in any case, deviations from the special practices established by the new
CPC cannot be considered to
be subject to any strict time limit
, taking into account in addition the fact
that the Code entered into force only on 17.07.2021, i.e. on the date of entry into force of Articles 1 to
24 of Law 4706/2020.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
41
The Company examines with due care and diligence the aforementioned existing deviations from the
special practices established by the CEA and investigates compliance with them to the extent and to the
extent that compliance does not conflict with the principles, philosophy, organization and values of the
Company as well as the need to ensure the effective operation and promotion of its long-term success.
2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
The Company faithfully and strictly administers the text provisions of the above legislative framework
regarding corporate governance, while currently there are no applied practices in addition to the
provisions of the law, as the main objective and priority of the Company's Management at the present
time is the full and substantial assimilation and implementation of the provisions introduced by the new
regulatory framework (Law no. 4706/2020 and relevant decisions of the Securities and Exchange
Commission).
PART
Α΄
-
BOARD OF DIRECTORS
Ι
.
Role and responsibilities of the Board of Directors
1.1
The Company is managed by the Board of Directors, which is responsible for deciding on any action
related to the management of the Company, the management of its property, its judicial and
extrajudicial representation and the general pursuit of its purpose.
1.2
The Company’s Board of Directors is responsible for:
•
the approval of the Company's overall strategy, budget and business plan;
•
the effective supervision and consistent monitoring of the implementation of its decisions in the
context of the implementation of the budget and the Company's business plan;
•
the pursuit of strengthening the long-term economic value of the Company;
•
promoting the interests of the company and the interests of shareholders and other
stakeholders;
•
the guarantee of the Company’s compliance with the legislation in force;
•
defining and supervising the implementation of the corporate governance system in accordance
with the applicable legal provisions, as well as the gradual adoption and implementation of best
practices in corporate governance;
•
periodic (at least every three financial years) monitoring and evaluation of the implementation
and effectiveness of the corporate governance system, as well as taking actions to address any
shortcomings;
•
periodic monitoring and evaluation of the implementation of the budget and taking action to
address any deviations and/or failures;
•
the preparation of the annual report of the Company, detailing all deviations from the budget;
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
42
•
ensuring the adequate and effective operation of the Company's Internal Audit System (I.A.S.),
in particular with regard to:
the consistent implementation of the business strategy with the correct and
appropriate use of available resources,
the identification and management of material risks related to the operation of the
Company,
the proper organization and operation of the Internal Audit Unit (IU) in accordance with
the applicable provisions,
the completeness and reliability of the data and information for the accurate and timely
determination of the Company's financial and non-financial position,
•
ensuring the independence of the functions constituting the Internal Audit System (IAC) from
the business areas under its control, as well as the adequate staffing and funding of the Internal
Audit Unit,
•
the consolidation of transparency, corporate values and culture across the operations and
activities of the Company and broader of the Group;
•
identifying, monitoring, addressing and resolving any cases of conflict of interest between the
members of the Board of Directors or persons to whom it has delegated duties and
responsibilities, directors and shareholders and the interests of the Company, as well as
establishing a procedure for the timely, appropriate and full disclosure of potential conflicts of
interest,
•
the designation and/or delimitation of the responsibilities of the Chief Executive Officer and the
Deputy Chief Executive Officer, where such a position exists,
•
ensuring the succession plan appropriate for the Company in order to ensure the smooth
continuity of the management of the Company's affairs,
•
ensuring the identification of stakeholders important to the Company, as well as understanding
how their interests interact with the Company's strategy through appropriate communication
channels in order to achieve an open and constructive dialogue,
•
managing
issues
relating
to
the
environment, social
responsibility
and
governance
(Environmental, Social,Governance).
1.3
The Board of Directors may assign the exercise of all or part of its powers and responsibilities (except
for those that require collective action) as well as the internal control of the Company and its
representation, to one or more persons, non-members or, if the law does not forbid, to members of the
Board of Directors, determining at the same time the extent of this assignment. In any case, the
responsibilities of the Board of Directors are without prejudice to articles 19 and 99 100 of l. 4548/2018,
as in force.
1.4
Obligations of the members of the Board of
Directors
1.4.1 General
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
43
The members of the Board of Directors must, in the exercise of their duties and responsibilities, comply
with and act in accordance with the law, the Articles of Association and the legal decisions of the General
Meeting. They must do their utmost to carry out their duties, manage corporate affairs in order to
promote the corporate interest, supervise the execution of the decisions of the Board of Directors and
the General Meeting and inform the other members of it about corporate affairs. This care is judged on
the basis of the capacity of each member and the duties assigned to him / her by law, the Articles of
Association or by decision of the competent corporate bodies.
1.4.2 Obligation of loyalty - Conflicts of interest
The members of the Board of Directors have an obligation of loyalty to the Company. In particular they
have the obligation:
(a)
Not to pursue same interests that are contrary to the interests of the company.
(b)
To disclose promptly and adequately to the other members of the Board of Directors their own
interests, which may arise from transactions of the Company, which fall within their duties, as well as
any conflict of their interests with those of the Company or its affiliates within the meaning of article 32
of Law 4308/2014, which arises in the exercise of their duties. They shall also reveal any conflict of the
company's interests with the interests of the persons referred to in paragraph 2 of the article 99 of the
Law 4548/2018, as long as they relate to these persons. An adequate reveal shall be considered the one
which includes a description of both the transaction and the interests.
(c)
To maintain strict confidentiality regarding the Company's corporate affairs and the Company's
secrets, which were made known to them due to their capacity as directors.
(d)
A member of the Board of Directors shall not have the rights to vote on matters in which there is a
conflict of interest with his own company or with persons with whom he is related in a relationship
subject to paragraph 2 of the article 99 of the l. 4548/2018. In such cases the decisions shall be taken by
the other members of the Board of Directors, and if the voting power is not so many members so that
the others do not form a quorum, the other members of the Board of Directors, irrespective of their
number, shall convene a General Meeting for the sole purpose of making this decision.
1.4.3 Non-competition
It shall be forbidden for the members of the Board of Directors who are in any way involved in the
management of the company, as well as for its managers, without the permission of the General
Meeting, for them or for third parties, to take acts that fall under the purposes of the company, as well
as participate as general partners or as sole shareholders or partners in companies pursuing such
purposes.
In the event of a culpable violation of the prohibition of the previous paragraph, the company shall have
the right to claim damages. However, instead of compensation, it can require the acts taken on behalf
of the director himself or the manager to be considered as having been carried out on behalf of the
company and for the acts made on behalf of a third party, to be given to the company the remuneration
for the intermediation or the relevant requirement be assigned to it.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
44
These claims shall lapse one (1) year after the above acts were announced at a meeting of the Board of
Directors or notified to the Company. The limitation period shall, however, be five (5) years after the
prohibited act has taken effect.
ΙΙ
.
Size and composition of the Board of Directors
2.1
Composition of the Board of Directors
2.1.1
Pursuant to article19 par. 1 of the Company's current Articles of Association, the Board of Directors
consists of five (5) to eleven (11) members, who are elected by the General Meeting of Shareholders by
an absolute majority of the votes represented at the Meeting.
2.1.2
The members of the Board of Directors may be shareholders of the Company or not. A member of
the board may also be a legal person. In this case, the legal person shall be required to appoint a natural
person for the exercise of the legal person's powers as a member of the Board of Directors. The natural
person shall be jointly liable with the legal person for the company's administration.
2.1.3
The members of the Board of Directors are always re-electable and freely revocable by the General
Meeting, regardless of the time of expiry of their term of office.
2.1.4
The General Meeting may also elect alternate members, equal to the number of ordinary
members. Alternates may only be used to replace members of the Board of Directors who have resigned,
died or lost their status in any other way.
2.2
Term of the Board of Directors
The term of office of the members of the Board of Directors is five years, extended until the expiry of
the deadline within which the next Ordinary General Meeting must meet and until the relevant decision
is taken, but in no case may it exceed six years.
2.3
Participation in the meetings of the Board of Directors
2.3.1
Each director must consistently participate in the meetings of the Board of Directors and devote
the time necessary for the effective and effective performance of his duties.
2.3.2
In the event of the unjustified absence of an independent member from at least two (2)
consecutive meetings of the Board of Directors, this member is considered to have resigned. Such
resignation shall be established by a decision of the Board of Directors, which shall replace the member
in accordance with the procedure set out in paragraph 1. 4 of Article 9 of Law 4706/2020
2.4
Replacement of Directors
2.4.1
Without prejudice to the provisions of Law 4706/2020 on corporate governance, in the event of
resignation, death or in any other way loss of membership or members of the Board of Directors, the
latter may elect members to replace the deceased members. This election is permitted if the
replacement is not possible by alternates, who may have been elected by the General Meeting. The
election of the Board of Directors is done by decision of the remaining members, if it is at least three (3),
and is valid for the remainder of the term of the Member replaced. The decision of the election is
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
45
disclosed in pursuance of Article 13 of Law 4548/2018 and is announced by the Board of Directors at the
next General Meeting, which can replace the elected, even if there is no relevant item on the agenda.
2.4.2
It is expressly stated that, in case of resignation, death or in any other way the loss of the
membership of the Board of Directors, the remaining members may continue the management and
representation of the company without replacing the missing members in accordance with the previous
provided that their number exceeds half of the members, as they had before the occurrence of the
above events. In any case these members may not be less than three (3).
2.4.3
The remaining members of the Board of Directors, irrespective of their number, may convene a
General Meeting for the sole purpose of electing a new Board of Directors.
2.5
Distinction between executive and non
-
executive members of the Board of Directors
2.5.1
The executive members of the Board of Directors are responsible for the management issues
related to the day-to-day operation of the Company as well as for the implementation of the strategy
determined by the Board of Directors. The executive members shall regularly consult the non-executive
members of the Governing Council on the appropriateness of the strategy implemented.
In the event of crises or risks, as well as when circumstances require that measures be taken which are
reasonably expected to have a material effect on the Company, such as when decisions are to be taken
regarding the development of the business and the risks assumed, which are expected to affect the
financial situation of the Company, the executive members shall inform the Board of Directors in writing
without delay, either jointly or separately, by submitting a relevant report with their assessments and
proposals.
2.5.2
Non-executive members of the Board of Directors, including independent non-executive members,
are responsible for promoting the corporate objectives and issues and safeguarding the interests of the
Company and have, in particular, the following obligations:
(a)
monitor and examine the Company's strategy and its implementation, as well as the achievement of
its objectives,
(b)
ensure the effective supervision of executive members, including the monitoring and control of their
performance;
(c)
examine and express views on proposals made by executive members, on the basis of existing
information;
(d)
contribute, through constructive criticism, to the development of strategic proposals for all Company
affairs.
2.5.3
The Board of Directors of the Company, with regard to its independent non-executive members,
takes all necessary measures to ensure compliance with the criteria and conditions of independence set
by the applicable regulatory framework. With the assistance and support of the Remuneration and
Nomination Committee, the Board of Directors shall review the independent non-executive directors'
compliance with the independence criteria on at least an annual basis per financial year and in any case
before the publication of the Annual Report, which shall include a statement to that effect.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
46
Within this framework, each independent non-executive director shall complete and submit annually to
the Board of Directors a declaration of commitment regarding his or her fulfilment of the independence
criteria.
Following the above, the Board of Directors of the Company, after thoroughly examining whether the
independent non-executive members of the Company meet the criteria set forth in the provisions of
article 9, paragraph 1, of the Articles of Association of the Company. 1 and 2, establishes, declares and
confirms that both during the fiscal year 2023 (01.01.2023-31.12.2023) and on the date of preparation
and approval of this Statement, its independent non-executive members, in particular Mr. Emmanuel
Tsiritakis and Mr. Antonios Roussos, continue to meet in their entirety the independence requirements
set by the applicable regulatory framework.
2.6
Succession of members of the Board of Directors and CEO
2.6.1
The Board of Directors of the Company at its meeting of 5 December 2022 approved the Succession
Policy and Procedure for Members of the Board of Directors and CEO, which was prepared with the
cooperation of the Remuneration and Nomination Committee and aims to ensure the smooth and
uninterrupted operation of the Board of Directors on the one hand, and the smooth continuity of the
entity and the effective implementation of its business plan and strategy on the other hand.
2.6.2
The above Policy applies:
(a)
to all members of the Board of Directors of the Company (executive, non-executive, independent
non-executive),
(b)
to the Chief Entrepreneur, if such status does not coincide with the Chairman of the Board of
Directors,
(c)
the Chief Executive Officer of the Company, and any Deputies of the Chief Executive Officer (one
and/or more); and
(d)
the members of the special committees of the Board of Directors.
2.6.3
The Succession Policy for the members of the Board of Directors and the CEO includes the following
stages:
recognition of the need to fill the vacancy,
identification and approval of the profile of the position to be filled,
examination of the possibility of filling the vacancy internally from the list of candidates
maintained and updated by the Remuneration and Nomination Committee,
activation of the possibility of selecting an external candidate if there is no suitable internal
candidate, either by recommendation or by contracting an external consultant,
evaluation of the main characteristics and qualifications of the candidates to fill the post in
accordance with the procedure and criteria described in particular in the Succession Policy,
completion of the evaluation process and communication of the results to the interested
parties.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
47
2.6.4
The
Company's
Remuneration
and
Nomination
Committee
evaluates
the
adequacy,
appropriateness and effectiveness of the Policy, monitors its application and implementation, while
recording any weaknesses and shortcomings identified and makes the necessary and appropriate
proposals for improvement.
2.6.5
The Policy shall be reviewed on an annual basis and its design and implementation shall be
modified and reviewed whenever appropriate or necessary, upon the recommendation of the
Remuneration and Nomination Committee.
2.7
Evaluation of the Board of Directors
2.7.1
The Board of Directors of the Company at its meeting of 5. 12. 2022, the Board of Directors
approved the Policy and Procedure for the Evaluation of the Members of the Board of Directors, which
was prepared with the assistance of the Remuneration and Nomination Committee and aims to ensure
the quality and adequate staffing of this corporate body, through the continuous participation in it of
the most fit and proper persons, with a view to optimally serving the corporate objectives and activities,
defending the corporate interest and strengthening the development of the Company and the Group in
general.
2.7.2
The above procedure shall apply:
(a)
to all members of the Board of Directors of the Company (executive, non-executive, independent
non-executive),
(b)
to the Chief Entrepreneur, provided that this status does not coincide with that of the Chairman of
the Board of Directors, the Chief Executive Officer of the Company and his Deputies (one and/or more);
and
(c
) to
the members of the special Committees of the Board of Directors.
2.7.3
The members of the Board of Directors are assessed:
(a)
on a collective basis, which takes into account the overall functioning and effectiveness of the
corporate body; and
(b)
on an individual basis to assess the contribution and contribution of each member to the successful
functioning of the Board of Directors.
2.7.4
The criteria on the basis of which the suitability of the members of the Board of Directors is
assessed are defined in Law no. 4706/2020, the decisions of the Hellenic Capital Market Commission
issued on its authority, as well as the current Suitability Policy of the Company.
2.7.5
The assessment of collective suitability includes the size and composition of the Board of Directors,
the existence of diversity among its members, adequate gender representation and the non-application
of outdated criteria (e.g. gender, colour, ethnic or social origin, religion, age, sexual orientation, etc.) in
the composition process.
In any case, the assessment of the collective suitability of the Board of Directors aims to ensure the
existence of a body which is composed of the most fit and proper persons, operates in accordance with
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
48
the applicable Articles of Association, the Greek Corporate Governance Code adopted and applied by
the Company, the Internal Operating Regulations, the specific Policies and Procedures of the Company,
as well as the applicable legislative and regulatory framework in general and is able to:
(a)
make appropriate decisions taking into account the business strategy, the development business
model, the range of risks assumed, as well as the specific conditions prevailing in each market (domestic,
European and international) in which the Company's activities are developed; and
(b)
monitor in a meaningful way the implementation of the decisions of senior management and to
provide constructive criticism in the context of the successful promotion of corporate interests.
2.7.6
The assessment of the individual suitability of each member of the Management Board shall relate
to his or her performance on an individual basis and to the assessment of his or her contribution to the
effective functioning and overall performance of that collective body.
When assessing the individual's suitability, the membership (executive, non-executive, independent),
any participation in special Committees, the assumption of special responsibilities, the use of theoretical
knowledge and professional experience for the benefit of the company's interests and activities are
taken into account, the time he devotes to the performance of his duties, his overall conduct, the
absence of any form of compromise, and the absence of objective and demonstrable grounds for
believing that he lacks honesty, integrity and good repute.
2.7.8
The competent body for the initiation, monitoring, overall coordination of the process, as well as
for the specific way of conducting it (internally or with the assistance of an external consultant), on a
collective and individual level, is the Company's Remuneration and Nomination Committee.
2.7.9
The evaluation of the Board of Directors at individual and collective level is carried out on the basis
of questionnaires and responsible statements completed by each member of the Board of Directors or
its specialised Committees separately, while in the context of the individual evaluation, private meetings
of the Remuneration and Nomination Committee may take place with the members of the Board of
Directors, if deemed appropriate or necessary. Members of the Management Board must answer
truthfully all the questions contained in the questionnaires concerning them.
2.7.10
Upon completion of the process, the Remuneration and Nomination Committee formulates the
conclusions of the evaluation in a summary report, which is submitted to the Board of Directors of the
Company. The report may include recommendations and suggestions for improvement, actions to
remove or correct any identified weaknesses and deficiencies of the Board members and an action plan
for their implementation.
If low performance is identified in the assessment of the individual suitability of a member of the Board
of Directors, the Remuneration and Nomination Committee considers the possibility of an individual
meeting with the member in question in order to inform him/her in person, discuss the individual
weaknesses or shortcomings identified and determine further actions or procedures, the adoption of
which is deemed appropriate, necessary and appropriate (e.g. provision of additional information,
education and training of the member, removal of specific information, removal of specific information
and training of the member, etc.).
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
49
ΙΙΙ
.
Operation of the Board of Directors
3.1 Formation of the Board
of Directors as a body
The Board of Directors shall meet immediately after its election by the General Meeting and shall form
a body, electing its Chairman and Vice-President. The Board of Directors may elect one or two Managing
Directors from among its members only, at the same time determining their responsibilities. The
Chairman of the Board of Directors shall direct the meetings. The Chairman, when he is absent or
indisposed, is replaced throughout the scope of his responsibilities by the Vice Chairman and the
Managing Director, when he is indisposed, following a decision of the Board of Directors. In the absence
of a Chairman or an alternate, the shareholder with the largest number of voting shares may act as
Chairman on a temporary basis.
3.2
Meetings of the Board of Directors
3.2.1
The Board of Directors meets whenever the law, the Articles of Association or the needs of the
Company require it, at the Company's registered office or in the region of another Municipality within
the prefecture of its office. The Board of Directors meets validly outside its seat in another place, either
domestically or abroad, as long as all its members are present or represented at this meeting and no
one opposes the holding of the meeting and the decision-making.
3.2.2
The Board of Directors may meet by teleconference, regarding to some or all its members. In this
case, the invitation to the members of the Board of Directors includes the necessary information for
their participation in the teleconference.
3.2.3
During the closing financial year 2023 (01.01.2023-31.12.2023) thirty five (35) meetings of the
Board of Directors took place.
The participation of the members of the Board of Directors in its meetings is presented in detail in the
table below.
Name
Capacity
Participation in Board
meetings
Participation
rate
Charalambos Stasinopoulos
Chairman of the Board,
Executive Member
35/35
100%
Spyridon Barbatos
Vice-Chairman of the Board,
Non-Executive Member
35/35
100%
Evangelos Angelides
CEO,
Executive Member
35/35
100%
Pascale Valerie Hertzog
Non-Executive Board Member
34/35
97,14%
Aristides Iliopoulos
Non-Executive Board Member
35/35
100%
Antonios Roussos
Independent
Non-Executive
Board Member
35/35
100%
Emmanuel Tsiritakis
Independent
Non-Executive
Board Member
35/35
100%
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
50
3.3
Convening a Board of Directors
3.3.1
The Board of Directors is convened by its President or its alternate by an invitation notified to its
members, in which must also clearly state the items on the agenda, otherwise decision making is allowed
only if all members of the Board of Directors are present or represented and no one opposes the
decision-making.
3.3.2
The Board of Directors may also be convened by its President or by at least two (2) of its members,
in accordance with the provisions of Article 91 par. 3 of l. 4548/2018.
3.4 Quorum - Decision-
making of the Board of Directors
3.4.1
The Board of Directors is in quorum and meets validly when one-half (1/2) plus one of the directors
is present or represented, but the number of present or represented directors may never be less than
three (3). To find the quorum number, any resulting fraction is omitted.
3.4.2
The decisions of the Board of Directors are validly made by an absolute majority of the directors
present and those represented. In the event of a tie, the vote of the President of the Board of Directors shall
not prevail. Each Director shall have one (1) vote. Each director may validly represent only one director.
Representation may not be delegated to persons who are not members of the Board of Directors. The vote
in the Board of Directors is obvious, unless a decision is made that a secret ballot will be held on a specific
issue, in which case the vote shall be taken on a ballot paper
.
3.5
Minutes of the Board of Directors
3.5.1
Minutes are kept for the discussions and decisions of the Board of Directors. Copies and excerpts
of the minutes of the Board of Directors are validated by the President or his replacement, in case of his
impediment or by a General Manager of the Company.
3.5.2
The preparation and signing of minutes by all members of the Board of Directors or their
representatives is equivalent to a decision of the Board of Directors, even if no previous meeting has
taken place. This arrangement also applies where all the directors or their representatives agree to
record their majority decision in minutes without meeting. The relevant minutes are signed by all the
directors.
3.5.3
The signatures of the consultants or their representatives in the minutes can be replaced by
exchanging messages via e-mail or other electronic means
.
ΙV. Information on the Company’s existing Board of Directors and Committees
4.1
In the context of the full, effective and effective compliance and alignment of the Company with the
requirements and regulations of the law 4706/2020 (Government Gazette A '136/17.07.2020) on
corporate governance, the Annual General Meeting of June 24, 2021 elected a new seven-member (7-
member) Board of Directors with a term of office of five years, namely until 24.06.2026, extending until
the expiry of the deadline within which the next Annual General Meeting must meet and until a relevant
decision is taken, consisting of the following members:
1) Charalambos Stasinopoulos, son of Panagiotis
2) Spyridon Barbatos, son of Antonios-Ioannis
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
51
3) Evangelos Angelidis, son of Ioannis
4) Ekaterini Tsoura, daughter of Dionysios
5) Aristides Iliopoulos, son of Spyridon
6) Antonios Roussos, son of Antonios, and
7) Emmanouil Tsiritakis, son of Dimitrios.
4.2
Simultaneously with the same decision, the above Annual General Meeting of shareholders
appointed as independent members of the Board of Directors of the Company: 1) Antonios Roussos, son
of Antonios and 2) Emmanouil Tsiritakis, son of Dimitrios, who all meet the conditions and criteria of
independence laid down by the applicable legislative and regulatory framework in general (Article 9 par.
1 and 2 of Law 4706/2020), namely:
(a)
do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(b)
are free from any relationship of dependence with the Company or its affiliates and have no financial,
business, family or other relationship, which may affect their decisions and their independent, objective
and impartial judgment.
4.3
The Board of Directors elected as above at its meeting of June 25, 2021 was formed as follows:
1) Charalambos Stasinopoulos, son of Panagiotis, Chairman of the Board of Directors (executive
member).
2) Spyridon Barbatos, son of Antonios-Ioannis, Vice President of the Board of Directors (non-executive
member).
3) Evangelos Angelidis, son of Ioannis, CEO (executive member).
4) Ekaterini Tsoura, daughter of Dionysiou, Member of the Board of Directors (non-executive member).
5) Aristides Iliopoulos, son of Spyridon, Member of the Board of Directors (non-executive member).
6) Antonios Roussos, son of Antonios, Member of the Board of Directors (independent non-executive
member).
7) Emmanouil Tsiritakis, son of Dimitrios, Member of the Board of Directors (independent non-
executive member).
The composition of the new Board of Directors of the Company fully covers the proper and effective
exercise of its duties and responsibilities, reflects the size, organization and way of operation of the
Company that requires speed and flexibility, due to its intense export orientation and particularly high
rate of extroversion, achieves the adequate staffing of both existing and new Committees established
to strengthen the supervisory role of the Board of Directors, and is distinguished for the diversity of
knowledge, skills, qualifications and experience, which can contribute decisively to the promotion and
achievement of the Company's business goals and plans.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
52
4.4
The minutes of the Annual General Meeting of the Company's shareholders dated 24.06.2021
regarding the election of a new Board of Directors as well as the minutes of the Board of Directors dated
25.06.2021 regarding its formation in a body and the granting of rights of commitment and
representation of the Company were registered in the General Commercial Registry (G.E.MI.) on
13.07.2021 with Registration Codes 2581745 and 2581746 respectively, issued in connection with the
relevant announcement with protocol number 2402920/13.07.2021 of the Ministry of Development and
Investments (General Secretariat of Commerce & Consumer Protection, General Directorate of Market,
Directorate of Companies, Department of Supervision of Listed SA & Sports S.A.).
4.5
The Board of Directors of the Company at its meeting of 21 October 2022 elected as a new non-
executive member Ms Pascale Valerie Hertzog of Paul Robert Pierre, in replacement and for the
remainder of the term of office of the resigned non-executive member Ekaterini Tsoura daughter of
Dionysios.
4.6
Following the above election, the Board of Directors of the Company was reconstituted for the
remainder of its term of office, as follows:
1) Charalambos Stasinopoulos, son of Panagiotis, Chairman of the Board of Directors (executive
member).
2) Spyridon Barbatos, son of Antonios-Ioannis, Vice President of the Board of Directors (non-executive
member).
3) Evangelos Angelidis, son of Ioannis, CEO (executive member).
4) Pascale Valerie Hertzog daughter of Paul Robert Pierre, Member of the Board of Directors (non-
executive member.
5) Aristides Iliopoulos, son of Spyridon, Member of the Board of Directors (non-executive member).
6) Antonios Roussos, son of Antonios, Member of the Board of Directors (independent non-executive
member).
7) Emmanouil Tsiritakis, son of Dimitrios, Member of the Board of Directors (independent non-executive
member).
4.7
The minutes of 21.10.2022 of the Board of Directors on the election of a new member to replace a
resigned member and reconstitution of the Board of Directors was registered in the General Commercial
Register (G.E.M.I.) on 25.10. 2022 with Registration No. 3146357, issued in accordance with the relevant
announcement of the Ministry of Development and Investments (General Secretariat of Commerce,
General Directorate of Market & Consumer Protection, Directorate of Companies, Department of Listed
Companies, General Directorate of Market & Consumer Protection, Directorate of Companies,
Department of Listed Joint Stock Companies) under Protocol No. 2748363/25.10.2022.).
4.8
The above election of a new member of the Board of Directors to replace the resigning member was
announced in the context of the full and substantial compliance and harmonization of the Company with
the provisions and requirements of articles 5 par. 2 of Law 4706/2020 and 82 par. 1 of Law 4548/2018,
at the Annual Ordinary General Meeting of 16 May 2023 and confirmed the fulfilment of the criteria of
individual and collective suitability and compliance with the approved and applicable Suitability Policy
of the Company. Finally, it was confirmed that there is no impediment or incompatibility of any of the
provisions of the current legislative corporate governance framework, including the Greek Corporate
Governance Code applied by the Company.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
53
4.9
In accordance with the above, the Board of Directors of the Company consists of:
•
2/7 (28,57%) executive members
•
3/7 (42,86%) non-executive members
•
2/7 (28,57%) independent executive members
4.10
On December 31, 2022 as well as on the date of publication of this Report, the composition of the
Board of Directors is as follows:
Full Name
Capacity
Date
1
st
elected
& any re-election date
End of Term
of Office
Charalambos
Stasinopoulos
Chairman
Executive Member
24.06.2021
24.06.2026
Spyridon
Barbatos
Vice-Chairman
Non-Executive Member
24.06.2021
24.06.2026
Evangelos
Angelidis
CEO
Executive Member
24.06.2021
24.06.2026
Pascale Valerie
Hertzog
Non-Executive Member
21.10.2022
24.06.2026
Aristides
Iliopoulos
Non-Executive Member
24.06.2021
24.06.2026
Antonios Roussos
Independent
Non-Executive Member
24.06.2021
24.06.2026
Emmanuel
Tsiritakis
Independent
Non-Executive Member
24.06.2021
24.06.2026
4.11
Regarding the proper functioning of the Board of Directors and the day-to-day management and
control of the Company's activities, there is a clear division of responsibilities at management level. The
duties of the Chairman of the Board of Directors and those of the CEO are performed by different
persons, while in full compliance with the provision of par. 2 of article 8 of Law 4706/2020 and taking
into account the fact that the Chairman of the Board of Directors is an executive member, the Vice
Chairman of the above corporate body comes from its non-executive members.
In particular and in accordance with the provisions of the Company's current Internal Rules of Procedure:
4.11.1
Chairman of the Board of Directors &
Chief Entrepreneur
The Chairman of the Board of Directors and Chief Entrepreneur of the Company, who is an executive
member, coordinates the operation of the Board of Directors and convenes its meetings, determining
the items on the agenda.
The duties of the Chairman of the Board of Directors include ensuring the proper organisation of his
work and the effective conduct of meetings, as well as the timely and correct information of the other
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
54
members of the Board of Directors, for the purpose of lawful, fair and equal treatment of the interests
of all shareholders and of course the optimal promotion and protection of the corporate interest.
The Company's Chief Entrepreneur is responsible for ensuring the business continuity of the Company
and consequently of the Group, the systematic enhancement of the Company's multifaceted business
activity in both the domestic and the international market, for the purpose of further development and
promotion of the corporate interest, as well as the strengthening of the Company's internal value.
4.11.2
CEO
The CEO of the Company carries out management duties and ensures the fulfillment of the corporate
purpose, in accordance with the applicable Greek and European legislation. He heads all the Company's
Divisions, Departments and Business Units, directs their work, takes the necessary decisions within the
framework of the approved business plan and corporate budget, the decisions of the competent
corporate bodies, and is responsible for ensuring the smooth, orderly and effective operation of the
Company.
Among the main responsibilities of the CEO are the following:
•
designing the Company's strategy and supervising its implementation;
•
he specification of the Company's objectives and policy, including the examination of alternative
actions;
•
deciding on proposals and supervising their implementation; and
•
evaluating the results and informing the Board of Directors of the actions taken.
4.11.3
Vice
-
Chairman of the Board of Directors
The Vice-Chairman of the Board of Directors (non-executive member of the Board of Directors) presides
over the Chairman's evaluation carried out by the members of the Board of Directors and must be
present at the General Meetings of the Company's shareholders insofar as the items on the agenda
under discussion concern corporate governance issues.
4.11.4
Corporate Secretary
According to the Greek Corporate Governance Code, it is a supporting body of the Board of Directors. It
is appointed and dismissed by the Board of Directors and supports the Chairman and the other
members.
4.12
Bios
of Profile's Board of Directors and key executives
4.12.1
The brief bios of the members of the Board of Directors are as follows:
Charalambos P. Stasinopoulos
Chairman, President & Chief Entrepreneur (Executive Member)
As the Chairman of the Board of Directors and founder of Profile Software, Mr. Charalambos
Stasinopoulos has been leading the Company from the position of Chief Entrepreneur, contributing to
its development with his extensive experience in the field. From the Company's foundation until the end
of 2020, he held the position of CEO. Born in Chora Messinia in 1962, he studied Computer Science and
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
55
Business Administration before founding Profile Software in 1990. Mr. Stasinopoulos constantly invests
in enriching his knowledge, not only through his active involvement in the Company, but also by
attending seminars at leading educational institutions.
Spyridon
Α
.
Barbatos
Vice
-
Chairman of the Board of Directors (Non
-
Executive Member)
Mr. Spyridon Barbatos is the company’s Vice-Chairman. He was born in 1958 and studied Economics at
Athens University of Economics and Business.
Η
e has been working in the IT sector since 1986. In 1990
he joined Profile Software and has been a member of its Top Management team from 1999 until now.
Mr. Barbatos was CEO of the subsidiary company BeCom before its merger & acquisition by Profile
Software.
Evangelos I. Angelides
CEO (Executive Member)
Mr. Evangelos Angelides is the CEO of Profile Software and President of BoD at Centevo. He was born in
1971 and holds a BA in Economics from the American College of Greece (Deree), an MSc in Money,
Banking and Finance from the University of Birmingham and an Advanced Management Program
certificate from Harvard Business School. He is a certified public accountant in the UK and holds the title
of FCCA. He has more than 24 years of experience in managing financial operations with listed, private,
regional and international companies, in the sectors of Software, IT, Services, Telecoms, Manufacturing
and Logistics. He has been part of Profile Software since 2014, where he held key positions such as Group
CFO & COO until 2020 and CEO of the French subsidiary of the Login SA group.
Pascale
Valerie
Hertzog
Non-
Executive Member of the Board of Directors
Pascale Hertzog is the Director of Profile Login, a subsidiary of Profile Software. Born in 1968 in
Strasbourg, she holds a BA in Finance and Mathematics from the London School of Economics in the
United Kingdom and a Postgraduate Diploma (Master II) in Business Finance and Capital Markets from
the Institut d'Etudes Politiques in Paris. He has about 30 years of professional experience in Project
Management and Information Systems Consulting in the Finance industry. He has been with Profile Login
since 1993, having progressed through various management positions and is fluent in English and
Spanish.
Aristeidis S. Iliopoulos
Non-
Executive Member of the Board of Directors
Mr. Iliopoulos is the Regional Managing Director and a member of the Board of Directors. He was born
in 1978 and studied Business Administration at the University of Piraeus. He has been working at Profile
Software since 2000 and has been a valuable and active member and successful manager of numerous
large scale Financial Services projects.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
56
Antonios A. Roussos
Non-
Executive Independent Member of the Board of Directors
Mr. Roussos is an independent and non-executive member of the Board of Directors. He was born in
1963 and studied Economics at Athens University. He is a member of the Economic Chamber and a
Chartered Accountant from the Economic Chamber (A class). He has worked in finance since 1998 and
has held the position of CFO in various Greek industrial firms from 1994 until today.
Emmanuel D. Tsiritakis
Non-
Executive Independent Member of the Board of Directors
Mr. E. Tsiritakis is an independent and non-executive member of the Board of Directors. He was born in
Athens in 1956 and graduated from the Department of Economics at the Athens University in 1979. He
received an MA (1983) and a Ph.D. (1988) from Virginia Tech. He is currently an associate professor in
the Department of Banking and Financial Management at the University of Piraeus.
4.13
The senior executives of the Company are the following:
1) Charalambos Stasinopoulos, Chairman of the Board of Directors and Chief Entrepreneur
2) Evangelos Angelidis, CEO of the Company and
3) Aristides Iliopoulos, Group Commercial Director
Since the above persons also hold the position of Member of the Board of Directors, their brief
biographies have already been provided above.
4.14
Professional commitments of members of the Board of Directors
In accordance with the statements of the members of the Board of Directors, the Company has been
notified of the following other professional commitments, including significant non-executive
commitments to companies and non-profit organizations:
BoD Member
Professional commitment
Charalambos Stasinopoulos
• Chairman of the BoD & CEO of Global Soft S.A.
• Director of Profile Systems & Software (Cyprus) Ltd
• Chairman of the BoD & Director of
Profile Software (UK) Limited
• Chairman of the BoD of Profile Digital Services S.A
• Director of Latover Holding Ltd
•
President of the Supervisory Board of Login S.A.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
57
• Chairman of the BoD & CEO of Profile Technologies S.A.
• Legal Representative of Profile Systems & Software (Cyprus) Ltd
(DMCC Branch)
Spyridon Barbatos
• Vice-Chairman of the BoD & Deputy CEO of Global Soft S.A.
• Member of the Board of Directors of Profile Digital Services S.A
• Member of the Board of Directors of Profile Technologies S.A.
Evangelos Angelidis
• Member of the Board of Directors of Profile Technologies SA
• Director of Profile Systems & Software (Cyprus) Ltd (DMCC Branch)
• Managing Director of Login S.A.
• President of Centevo AB
Pascale Hertzog
• Director of Profile Login
Aristides Iliopoulos
• Director of Profile UK
• Member of the Supervisory Board of Centevo AB
Antonios Roussos
• Member of the Board of Directors of the company Mevaco
Metallurgy SA
Emmanuel Tsiritakis
• Professor, University of Piraeus
• Collaborating teaching staff Hellenic Open University
• Collaborating staff Open University of Cyprus
It is noted that none of the members of the Board of Directors of the Company participates in Boards of
Directors of more than five (5) listed companies.
4.15
Board of Directors Appropriateness Policy
4.15.1
Since the Board of Directors is the senior management body of the Company, which is responsible
for drawing up the Company's strategy, orientation and business plan, defending the general corporate
interest and enhancing its long-term economic value, it is absolutely necessary for its composition to
reflect the knowledge, skills and experience necessary for the exercise of its responsibilities, in
accordance with the Company's business model and strategy, its size, structure, activities and operating
environment, the complexity of its functions and its particular institutional role and character.
4.15.2
The Annual General Meeting of the shareholders of June 24, 2021 approved the Appropriateness
Policy drawn up by the Management, which aims to ensure the quality and appropriate staffing, the
smooth operation and the effective fulfillment of the role of the Board of Directors, as the Company's
collective body, in order to promote the corporate purpose and defend the corporate interest.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
58
The Appropriateness Policy has been designed in a clear and defined manner and includes both the
principles governing the selection, replacement and/or renewal of the term of office of the members of
the Board of Directors, as well as the criteria for assessing their suitability, including criteria that ensure
to a satisfactory degree the diversity of the composition of the Board of Directors, in accordance with
the applicable legislation, and are in line with the operational organisation of the Company and in
particular its highly extroverted nature and the Group in general, taking into account that its activities
extend, apart from the European market, to international markets in which the Group has achieved a
significant degree of penetration and creation of a competitive position.
4.15.3
In accordance with the approved and applicable Suitability Policy, both when electing new
members of the Board of Directors, as well as in case of replacement or replacement or renewal of the
term of office of existing members, the Remuneration and Nomination Committee takes into account
the criteria related to individual and collective suitability always in the light of the corporate values,
strategy and the general business model that the Company has adopted and applies.
Ι
. Individual suitability
In particular, individual suitability shall be assessed on the basis of the following criteria:
(a) Adequacy of knowledge and skills
The members of the Board of Directors, in order to be able to perform their duties, must have
appropriate and sufficient educational background, the necessary theoretical knowledge and training,
as well as previous, relevant to the Company's activities, practical/professional experience.
For the judgement on practical experience, they are in particular:
•
his former professional position,
•
his current employment,
•
the time and type of work experience,
•
the requirements and responsibilities of the positions he/she has taken (especially for executive
members this is a decisive criterion);
•
the scope and size of the companies in which he has been employed or managed,
•
the degree of complexity of its specific tasks;
•
the responsibilities it has assumed, where appropriate, in the context of its previous experience;
•
his participation in team projects, the number of his subortinates
•
the specific subject of the professional/business activity he/she has exercised, etc.
For the judgement on theoretical knowledge, they are in particular:
•
the level and type of his training,
•
the field of study,
•
his area of expertise,
•
his academic performance, etc.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
59
The above criteria are in any case taken into account in relation to the related or not to the scope of
activity of the Company and the Group, while the requirements of the business strategy of the Company
and the other Group companies, as well as the specific market conditions in which the Company and the
Group in general operates and is addressed should be taken into account.
The assessment is not limited to the academic qualifications of the candidate/member or the existence
of a specific length of service, but it is judged on his actual experience and his training and generally on
all his skills and abilities.
The decisive criteria are in particular:
•
the duties associated with the position on the Board of Directors and the skills required for them
(hard and soft skills),
•
adequate knowledge and understanding of the activities and complexity of the Company's and
the Group's business model in general, especially in light of the specific and demanding nature
of corporate activities,
•
adequate knowledge and understanding of the legal framework and corporate governance code
applied by the Company;
•
an in-depth understanding of the specific responsibilities and individual tasks and requirements
of the post;
•
an understanding of the structure and operation of the Company and the Group; and
•
the general professional conduct and development of the member of the Board of Directors.
(b) Guarantees of morality and reputation
The members of the Board of Directors must be reliable, of good repute and morality, honest and intact
and presumed to be so, when there are no objective and proven reasons to indicate a lack of honesty
and good reputation such as, but not limited to, final administrative and judicial decisions, especially for
offences related to the membership of the Board of Directors, non-compliance with the legislation of
the Hellenic Capital Market Commission or the commission of financial crimes. In order to assess
whether or not the above guarantees exist, the Company has the possibility to request relevant
information and supporting documents, without prejudice to the legislation on personal data.
In formulating its decision, the Company shall take into account in particular:
•
the relevance of any infringements to the role of the member;
•
their gravity;
•
the circumstances in which they were committed (including any mitigating circumstances);
•
the specific role of the infringer;
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
60
•
the penalty imposed, the stage reached in the relevant legal proceedings and any remedial
measures;
•
the time from the offence,
•
the conduct of the person assessed following the infringement;
•
if there is a decision by a competent authority excluding the person assessed from acting as a
member of the Board of Directors.
•
(c) Conflict of interests
In accordance with the Conflict of Interest Prevention and Response Procedure adopted by the
Company, a conflict of interest is defined as any actual or potential situation (professional, personal or
other situation or relationship) in which the private interests of the obligated person may conflict with
the interests of the Company or may affect the ability of the obligated person to assess a situation or
judgement of the obligated person in order to make a decision in an independent, impartial and
corporate interest manner and which has the potential to jeopardize the interests of the Company.
The members of the Board of Directors must strictly follow and apply the framework of policies,
mechanisms and procedures for the purpose of prevention, recognition and effective treatment and
management of conflicts of interest, in accordance with the specific provisions of the aforementioned
Procedure, on the one hand, and the Company's Rules of Procedure, on the other.
(d) Independence of judgement
The members of the Board of Directors must act with independent judgement and objectivity, which is
not only ensured by the absence of conflict of interest and the fulfilment of the conditions of
independence in accordance with the applicable legal provisions, but requires the active participation
of the members in the meetings of the Board of Directors and the expression of independent and
objective judgements. A person shall be considered objective and independent of judgement where:
•
discusses, decides and votes as he thinks and the whole attitude of the Board is impartial,
•
does not accept compromises as to its quality,
•
ensure that there are no conditions preventing it from being objective;
•
has courage, conviction, courage and critical thinking,
•
substantially assesses and disputes the positions of the other members of the Board of
Directors;
•
formulate and support his or her personal opinion,
•
poses reasonable questions to the other members of the Board of Directors, in particular the
executive members, and criticises those positions;
•
resists the phenomenon of "groupthinking”.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
61
(e) Adequate time allocation
The members of the Management Board should be given the necessary time to perform their duties
properly and effectively. Time shall be assessed as sufficient in particular in the light of:
•
the status and specific responsibilities and tasks of the member;
•
any participation in Committees of the Board of Directors,
•
any holding by him of a position on boards of other legal entities and the responsibilities
thereunder;
•
his other professional obligations,,
•
his personal commitments, his age, his particular personal circumstances.
The Company shall provide the prospective members of the Board of Directors with information on the
expected time for the proper fulfillment of their duties, both for the meetings of the Board of Directors
and for the meetings of its individual Committees, if they are members.
ΙΙ
. Collective suitability
The Board of Directors, in its capacity as a collegiate body, must be able to:
(a)
take appropriate decisions
taking into account the business strategy, the development business model, the extent of the risks
assumed, as well as the specific conditions prevailing in each market (domestic, European and
international) in which the corporate activities are developed; and
(b)
monitor in a meaningful manner the decisions of senior management and to exercise constructive
and substantial criticism of them in the context of the promotion of the corporate interest.
In the context of the above dual mission, the Board of Directors must have a sufficient number of
members, who collectively have the necessary knowledge and experience in every area related to
collective responsibility, in order for the Company's management body to exercise de facto effective
management, supervision and supervision of corporate affairs.
All members of the Board of Directors must have an adequate understanding of the areas for which
there is collective responsibility, and in particular:
•
the business planning, structure, organisation and operation of the Company;
•
the main risks faced by the Company in the conduct of its business;
•
the applicable financial reporting framework
•
the generally applicable legislative, regulatory and regulatory framework;
•
corporate governance, social responsibility, and environmental protection issues;
•
the impact of technology on the corporate object, especially given the specific activity of the
Company in the ever-changing IT industry and to be able to identify, assess and address risks,
business, financial or others.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
62
ΙΙΙ
. Diversity criteria
The Suitability Policy, which has been adopted and implemented by the Company in the context of the
promotion of an effective model of corporate governance, promotes the diversity criteria during the
selection process of the members of the Board of Directors, so that the corporate body is composed of
a multi-member group based on a sufficient percentage of differentiation.
The adoption of diversity criteria and the assessment of the specific qualifications and experiences of
each member shall relate in particular to:
(a)
avoid obsolete and anachronistic social stereotypes in assessing the suitability of members;
(b)
promoting different views within the institution for the purpose of more effective functioning in
decision-making; and
(c)
seek to integrate innovative approaches and ideas into the decision-making process.
More specifically, the basic criteria of the intended diversity of the composition of the Board of Directors
are as follows:
•
minimum representation (25% of all members) by gender,
•
the prohibition of exclusion of a candidate or an active member of the Board of Directors on
grounds of different sex, race, colour, ethnic or social origin, religion or belief, property, birth,
disability, age or sexual orientation.
The members of the current Board of Directors cover a wide age range (between 44 and 64 years old),
combine dynamics and experience, distinguish themselves for their character's ethos, reputation,
reliability and integrity, have worked in senior positions and have served as senior executives of
important companies and organizations, thus having a rich experience in the business sector and being
able to contribute actively and substantially to the Group's growth prospects in its geographical areas of
activity.
The present composition of the Board of Directors increases the pool of skills, experience and vision
available to the Company, at the level of senior executives, thus contributing to the further
enhancement of its productivity, competitiveness and innovation.
4.15.4
The full text of the Suitability Policy of the members of the Board of Directors is available on the
Company's website
4.16
Remuneration of the members of the Board of Directors
4.16.1
An essential prerequisite for long-term growth and for ensuring the Company's and the Group's
stable presence in the market in which it operates is the harmonisation and alignment of the
remuneration of the members of the Board of Directors with the Company's profitability, capital
adequacy, competitiveness and sustainable development. In this context, the Company has established,
maintains and applies basic principles and rules regarding the remuneration of the members of the
Board of Directors (hereinafter referred to as the "Remuneration Policy") which contribute to the
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
63
maintenance of the competitiveness of the Company and the avoidance of excessive risks, due to the
payment of excessive remuneration, which is not in line with the prevailing economic conditions and
the wider financial environment. The purpose of the "Remuneration Policy" is to increase corporate
value by attracting and retaining the most competent, appropriate and experienced employees, who
achieve the goals set by the Management and contribute to the promotion of corporate goals, interests
and activities in the best possible way.
4.16.2
In particular, the Remuneration Policy aims to achieve the following aims and objectives:
•
maximizing efficiency,
•
attracting and retaining competent staff with a high level of theoretical training, long-term
professional experience and effectiveness in the performance of their duties,
•
alignment of remuneration with profitability, risks, capital adequacy and sustainable growth,
•
compliance with the applicable legal and regulatory framework,
•
internal transparency.
4.16.3
The Company's current Remuneration Policy was approved, in accordance with the provisions of
article 110 of Law 4548/2018, by the Annual Ordinary General Meeting of Shareholders on May 7, 2020,
was registered in the General Commercial Registry on 02.06.2020
and its validity period is four (4) years
,
unless the General Meeting in this period decides to amend it.
The
full
text
of
the
Remuneration
Policy
is
available
on
the
Company's
website
The Remuneration Policy applies to all members of the Board of Directors (executive and non-executive,
with the necessary variations), as well as to senior management (Directors, Directors and Heads of Units)
(hereinafter jointly referred to as "Directors").
4.16.4
In accordance with the specific provisions of the Company's applicable Remuneration Policy, the
executive and non-executive members of its Board of Directors shall be paid:
(a)
fixed remuneration;
(b)
variable remuneration;
(c)
monthly fixed allowance (for participation in the meetings of the Board of Directors),
(d)
other benefits; and
(e)
participation in programs for the disposal of shares of the Company.
4.16.4.1
Fixed remuneration
of the executive and non-executive members of the Board of Directors
(executive and non-executive) is related to a paid relationship (such as an employment contract, a
project, a mandate, a service), which these members maintain with the Company or its affiliates, the
nature of which is determined on a case-by-case basis and approved by the competent corporate bodies
of the Company or its affiliates.
4.16.4.2
Variable remuneration
may be paid to executive and non-executive members of the Board of
Directors who maintain a paid relationship or undertake duties and responsibilities related to the day-
to-day operation and organisation of the Company and its subsidiaries, as well as to the Executive
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
64
Chairman and the Executive Vice Chairman of the Board of Directors, regardless of the nature of their
duties and responsibilities.
Variable remuneration depends on the Group's performance and in particular on the annual operating
results of its companies.
Variable remuneration aims to provide sufficient incentives to maintain and continuously improve the
Group's sizes and operating profitability.
Deferral of variable remuneration shall only be allowed where it is linked to the achievement of long-
term objectives. Payment of variable remuneration shall not be sought or recovered.
The variable remuneration of the executive and non-executive members of the Board of Directors is
related both to the individual performance and to the course of the Company and the Group.
Indicative criteria on the basis of which the amount of variable remuneration may be calculated are as
follows:
•
personal objectives which may vary according to the position assessed, agreed before the start
of the evaluation period (in this case the effectiveness and commitment of the person assessed
to the agreed objectives shall be assessed),
•
operating profit for the year,
•
entrepreneurial initiative,
•
personal characteristics, leadership skills, team inspiration, etc.
The Company is entitled at any time to define further criteria for the granting of variable remuneration.
4.16.4.3
A
fixed monthly allowance
(for participation in the meetings of the Board of Directors) may be
paid to the executive and non-executive members of the Board of Directors for their participation in the
meetings of the Board of Directors. The above fixed allowances are approved by the Annual Ordinary
General Meeting.
4.16.4.4
Other benefits
means the non-monetary benefits provided to the executive and non-executive
members of the Board of Directors in order to facilitate the proper fulfillment of their duties (e.g. mobile
phone, car, hospitality costs, etc.) based on the approval of the competent corporate bodies (CEO).
4.16.4.5
Participation in share disposal programs
may be provided to the executive and non-executive
members of the Board of Directors on the basis of the procedure provided for in article 113 of Law
4548/2018, upon the relevant recommendation of the Board of Directors.
4.16.4.6
In addition, the Company may, following a decision of the Annual General Meeting of
Shareholders, apply to other members of the Board of Directors a program for the granting of variable
remuneration of any kind, retirement benefit programs or share disposal programs of the Company.
4.16.5
According to the specific provisions of the Company's current Remuneration Policy, independent
non-executive members of the Board of Directors may receive compensation for their participation in
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
65
the meetings of the Board of Directors, which is approved by a special decision of the Ordinary General
Meeting.
The above compensation is paid in cash and is subject to the legal deductions according to the applicable
tax and insurance legislation.
Independent non-executive members of the Board of Directors are included in the executive liability
insurance coverage (D&O insurance program).
Independent non-executive members shall not participate in any bonus or long-term incentive scheme
and shall not be granted bonus, share options or performance-related compensation.
4.16.6
In accordance with the specific provisions of the Company's applicable Remuneration Policy, the
Directors of the Company shall be paid:
(a)
fixed remuneration; and
(b)
variable remuneration;
(c)
participation in programmes for the disposal of shares of the Company; and
(d)
voluntary benefits.
4.16.6.1
In shaping the remuneration system of Directors, particular emphasis is placed on the adoption
of the necessary principles, in order to take into account, on the one hand, the knowledge and
performance of human resources, the weight, the scope of responsibility, the responsibilities and the
functional requirements of the job, the wage conditions in the wider labour market, the climate that
keeps in the domestic economy, and, on the other hand, the promotion of the Company's and the
Group's business goals, as well as the strengthening and maximization of their long-term economic
value. The Company and the Group apply a remuneration framework that varies according to the
hierarchical level, the position of responsibility and risk management.
4.16.6.2
Fixed remuneration
shall be paid in cash and shall constitute the significantly higher proportion
of the total remuneration paid to the Directors.
Fixed remuneration must be competitive in order to be able to attract and retain persons who have the
appropriate and appropriate abilities, skills, experiences and behaviors needed by the Company and the
Group.
At the same time as assessing the gravity of the post, the academic background and the previous
experience of the employee are taken into account in order to determine the level of fixed
remuneration.
Higher remuneration is provided for specialized roles that are of major importance for the operation
and development of the Company and/or the Group or constitute cases of outstanding experience and
performance.
4.16.6.3
Variable remuneration
is a voluntary bonus linked to a system for evaluating the performance
of Directors and to the results of the Company.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
66
They aim to reward the efforts of the Directors and to enhance their efficiency and are directly
dependent on their performance and their contribution to the Company's overall long-term
development.
The performance of the Directors shall be rewarded on the basis of predetermined measurable
quantitative and qualitative criteria, both in the short and long term.
Variable remuneration is related both to the individual performance and to the course of the Company
and the Group.
Indicative criteria on the basis of which the amount of variable remuneration may be calculated are:
•
personal objectives, which may vary depending on the evaluation of the Management's position
and expectations, which are agreed before the start of the evaluation period (in this case, the
effectiveness and commitment of the evaluator to the agreed objectives are assessed),
•
new sales for the financial year,
•
operating profit for the year,
•
entrepreneurial initiative;
•
personal characteristics, leadership skills, team inspiration, etc.
The Company is entitled at any time to define further criteria for the granting of variable remuneration.
4.16.6.4 Participation in stock option plans
may be provided to the Directors on the basis of the
procedure provided for in article 113 of Law 4548/2018, upon the relevant recommendation of the
Board of Directors.
4.16.6.5
Voluntary benefits
to Directors include:
•
use of a company car
•
travel/representation expenses
•
mobile telephony programs
•
executive liability insurance (D&O insurance program).
4.16.7
During the closing financial year 2023 (01.01.2023-31.12.2023) the members of the Board of
Directors were paid the following remuneration:
Name
Board
member
position
Year
Fixed
Remuneration
Variable
Remuneration
Total
Remuneration
Ratio of fixed
and
variable
remuneration
Annual
Basic
earnings
Remuneration
for
participation
in Committees
-Stock
Options
Yield in
year
Yield
in
subsequent
years
Board
Executive
Members
2023
245,805
-
347,886
881,595
-
1,475,286
40.24%/59.76%
Board
Non-
Executive
Members
2023
176,020
5,000
27,527
52,786
-
261,333
79.80%/20.20%
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
67
Note 1:
the Annual Ordinary General Meeting of Shareholders of 16 May 2023 approved as annual gross
remuneration for the personal work and services in general of the following members of the Board of
Directors of the Company, which (work) is provided on the basis of contracts approved by the competent
corporate bodies (employment/project/service provision/remunerated mandate) the following
amounts for the fiscal year 2023 (01.01.2023-31.12.2023) and in particular:
The above amounts are on the one hand in line with the principles and rules of the approved and
applicable Remuneration Policy, and on the other hand are in line with the increased involvement and
the enhanced role that the members of the Board of Directors are required to play in the context of the
new provisions on corporate governance.
Note 2:
the Remuneration Report of the members of the Board of Directors for the closed fiscal year
2023 (01.01.2023-31.12.2023) will be posted on the Company's website (https://www.profilesw.com),
immediately after its submission for discussion at the Annual General Meeting of shareholders.
4.16.8
Number of shares of members of the Board of Directors and chief executives as at
31.12.2023
Full Name
Board member position/
Capacity
Number of
shares
Charalambos Stasinopoulos
Chairman
Board Executive Member
6,975,184
Spyridon Barbatos
Vice-Chairman
Board Non-Executive Member
569,742
Evangelos Angelides
CEO
Board Executive Member
349,200
Pascale Valerie Hertzog
Board Non-Executive Member
9,152
Aristides Iliopoulos
Board Non-Executive Member
Group Commercial Consultant
14,960
Antonios Roussos
Independent
Board
Non-Executive
Member
-
Emmanuel Tsiritakis
Independent
Board
Non-Executive
Member
-
Latover Holdings Limited
*
3,543,660
*
Note:
Latover Holdings Limited is a company owned by Mr. Charalambos Stasinopoulos, Chairman of
the Board of Directors
.
1. Charalambos Stasinopoulos
Up to Euro 200,000.00 annualy
2. Spyridon Barbatos
Up to Euro 40,000.00 annualy
3. Evangelos Angelides
Up to Euro 140,000.00 annualy
4. Aristides Iliopoulos
Up to Euro 85,000.00 annualy
5.Pascale Valerie Hertzog
Up to Euro 105,000.00 annualy
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
68
PART
Β΄
- COMMITTEES
Ι
. Audit Committee
1.1 Election and term of office of the Audit Committee
The Annual General Meeting of 24June 2021 decided to elect a new Audit Committee, in accordance
with the provisions of Article 44 of Law 4449/2017, as amended by Article 74 of Law 4706/2021, which
constitutes a Committee of the Board of Directors, consists of three (3) non-executive members of the
Board of Directors, and in particular two (2) independent non-executive members and one (1) non-
executive member thereof, while its term of office is five years,
expiring on 24 June 2026, extending
until the expiry of the deadline within which the next Annual General Meeting must meet, but in no case
may exceed six years.
1.2 Members of the Audit Committee
1.2.1
In particular, the following persons were elected as members of the Audit Committee:
1) Emmanuel Tsiritakis, son of Dimitrios, Independent Non-Executive Member of the Board of Directors
2) Antonios Roussos, son of Antonios, Independent Non-Executive Member of the Board of Directors
3) Aristides Iliopoulos, son of Spyridon, Non-Executive Member of the Board of Directors
Subsequently, at its meeting of 28June 2021, the Audit Committee elected Mr. Emmanuel Tsiritakis, son
of Dimitrios, as its President.
1.2.2
In order to provide full, adequate and appropriate information to shareholders and the investing
public in general, the biographies of the members of the Audit Committee are posted on the Company's
website (
).
1.2.3
The members of the Audit Committee meet all the criteria and conditions set by the provisions of
the current legislative and regulatory framework in general, namely:
(a)
are in the majority independent of the controlled entity, in accordance with the provisions of paras.
1 and 2 of Article 9 of Law No. 4706/2020 and in particular:
(i)
do not directly or indirectly hold more than 0.5% of the voting rights of the Company's share capital;
and
(ii)
are free from any dependency relationship, as this (dependency relationship) is specified in par. 2 of
article 9 of Law No. 4706/2020, with the Company or persons affiliated with it and do not have any
financial, business, family or other type of relationship that may influence their decisions and their
objective, independent and impartial judgment,
(b)
have, as a whole, sufficient knowledge of the sector in which the entity operates; and
(c)
at least one member of the Committee who is independent of the audited entity, has sufficient
knowledge and experience in auditing or accounting and is required to attend the meetings of the
Committee relating to the approval of the financial statements.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
69
1.3 Operation of the Audit Committee
1.3.1
The Audit Committee has an Operating Regulation, which was approved by the Company's Board
of Directors at its meeting on July 14, 2021.
The Regulation records, inter alia, the responsibilities, duties and obligations of the members of the
Committee and is posted on the Company's website (https://www.profilesw.com), in accordance with
the explicit legislative requirement of article 10 par. 4 of l. 4706/2020.
1.3.2
In accordance with the Audit Committee's Rules of Procedure in force and taking into account the
size, business model and extent of the Company's activities, the Audit Committee meets at regular
intervals and extraordinarily when deemed necessary.
In any case, the Audit Committee meets at least four (4) times a year, while at least two (2) times a year
it meets the Company's statutory Auditor, without the presence of the members of the Management.
1.3.3
The Audit Committee is convened by its Chairman by an invitation notified in any appropriate way
to its other members, at least two (2) days before the meeting. The invitation must include at least the
date, time and items on the agenda clearly, otherwise decisions may be taken only if all the members of
the Commission are present and no-one objects to the holding of the meeting and to the decision-
making.
1.3.4
All its members participate in the meetings of the Audit Committee in person.
1.3.5
The Audit Committee has the discretion to invite, where appropriate or appropriate, key
management personnel involved in the governance of the Company, including the CEO, CFO, COO and
the head of the Internal Audit Unit, to attend specific meetings or specific items on the agenda and to
provide any necessary clarification or explanation.
1.3.6
The meetings of the Audit Committee may also be held by teleconference, in respect of some
and/or all of its members, using any relevant electronic or digital platform.
In this case, the invitation to the members of the Audit Committee includes the necessary information
and technical instructions for their participation in the meeting.
In any case, any member of the Audit Committee may demand that the meeting be held by
teleconference in this regard, if there is an important reason, in particular illness or disability.
1.3.7
The Audit Committee's decisions are validly made by an absolute majority of its members. In the
event of a tie, the vote of the President of the Commission (casting vote) shall prevail.
1.3.8
The discussions and decisions of the Audit Committee are recorded in minutes, which are signed
by the members present, in accordance with Article 93 of l. 4548/2018.
The minutes are available to all
members of the Audit Committee and the Board of Directors.
Annual Financial Statement for the Financial Period from January 1 to December 31,
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70
1.3.9
The Committee may elect a Secretary to keep the minutes of its meetings and generally to support
its work.
1.4 Responsibilities of the Audit Committee
According to the provisions of Article 44 of Law 4449/2017, the responsibilities of the Audit Committee
include the following:
(a)
Informs the Company's Board of Directors of the outcome of the audit and explains how the audit
has contributed to the integrity of the financial information and what the role of the audit committee
was in that process;
(b)
monitors the financial information process and makes recommendations or proposals to ensure its
integrity;
(c)
monitor the effectiveness of the entity's internal control, quality assurance and risk management
systems and, where appropriate, its internal audit department with regard to the audited entity's
financial information, without prejudice to that entity's independence;
(d)
monitor the statutory audit of the annual and consolidated financial statements and in particular its
performance;
(e)
supervises and monitors the independence of chartered accountants or audit firms in accordance
with Articles 21, 22, 23, 26 and 27, and Article 6 of Regulation (EU) No 182/2011; and in particular the
adequacy of the provision of non-audit services to the audited entity in accordance with Article 5 of
Regulation (EU) no. 537/2014
(f)
is responsible for the selection process of certified public accountants or audit firms and proposes
the chartered accountants or audit firms to be appointed.
(g)
submit an annual activity report to the Annual General Meeting of the Company's shareholders.
1.5 Number of Audit Committee meetings
1.5.1
During the financial year 2023 (01.01.2023-31.12.2023) the Audit Committee met seven (7 times)
and all its decisions were made unanimously.
During each meeting, the examination of all the items on the agenda was completed, after the required
information notes and relevant contributions had been distributed, and the competent executives, the
Chartered Auditors and other persons had been invited to participate, as the case may be, in order to
provide any necessary clarifications and/or explanations.
1.5.2
It is clarified that the Certified Auditor-Accountant of the Company, who carries out the audit of
the annual and half-yearly (interim) financial statements, does not provide any other non-audit services
to the Company nor is it connected with any other relationship with the Company in order to comply
with the provisions of Law 4449/2017 and thus ensure its objectivity, impartiality, integrity and
independence, with the exception of the assurance services relating to the conduct of the special tax
Annual Financial Statement for the Financial Period from January 1 to December 31,
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71
audit required in accordance with the provisions of Article 65A of Law 4174/2013, as a result of which
the "Annual Tax Certificate" is issued.
1.6 Audit Committee Proceedings
The issues of concern to the Audit Committee during the closing financial year 2023 (01.01.2023-
31.12.2023) were the following:
1.6.1 Financial Reporting Procedure – Statutory Audit
In the area of external audit and the financial reporting process, the Commission has taken the following
actions:
(a)
was informed by the CFO about the financial statements of the Company and the Group for the year
ended December 31, 2022, and the main issues that the Finance Department dealt with during the
preparation of the financial statements,
(b)
was informed of the accounting principles and policies applied in the preparation of the financial
statements, as well as the basis of consolidation and the measurement methods used for the assets and
liabilities included in the financial statements,
(c)
reviewed the financial statements of the Company and the Group for the financial year 2022
(01.01.2022-31.12.2022) prior to their approval by the Board of Directors and assessed them for
accuracy and completeness,
(d)
determined that the financial statements are consistent with the legally required content and
framework for their preparation and recommended their approval,
(e)
informed the Board of Directors about the issues arising from the statutory audit, the contribution
of the statutory audit to the quality and integrity of financial reporting and the role of the Audit
Committee in this process,
(f)
verified compliance with the rules on the publication of financial statements and the possibility of
immediate, permanent and free-of-charge access to them,
(g)
was informed by the Auditor-Accountant on the most important issues of the audit for the financial
year 2022, the risks assessed as most significant and how to address them and was informed of the final
draft of the Audit Report for the financial year ended 31 December 2022,
(h)
took note of the supplementary report of the Statutory Auditors - Accountants required by article 11
of the European Union Regulation (EU) 537/2014 on the financial statements of the Company and the
Group,
(i)
submitted a proposal to the Annual Ordinary General Meeting of the Company's shareholders for the
election of the Auditing Company "ASSOCIATED CPAs SAINT COMPANY", to carry out the statutory audit
of the annual and semi-annual (corporate and consolidated) financial statements for the fiscal year 2023,
Annual Financial Statement for the Financial Period from January 1 to December 31,
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72
(j)
was informed by the Auditor - Accountant regarding the procedure and methodology that will be
followed during the audit of the semi-annual and annual financial statements of the fiscal year 2023, the
planning and timing of the audit, as well as the audit procedures that will be followed,
(k)
confirmed the impartiality, objectivity, independence and integrity of the external auditors in
accordance with the Code of Ethics of the International Federation of Accountants, Regulation (EU)
537/2014 and Law No. 4449/2017, as well as not to provide any external direction, instruction,
suggestion or recommendation from the Company's Management,
(l)
was informed by the Auditor-Accountant on the audit approach of the review of the interim financial
statements for the first half of the fiscal year 2023 and discussed the main issues that concerned the
Auditor during the audit,
(m)
supervised the correct and timely disclosure to the investing public of corporate announcements
relating to financial information,
1.6.2 Internal Audit
(a)
evaluated the staffing, organizational structure and operation of the Internal Audit Unit, for the
purpose of identifying any weaknesses,
(b)
was informed of the annual audit programme of the Internal Audit Unit prior to its implementation,
carried out its evaluation and found that it will take into account the Company's main business and
financial risk areas,
(c)
(c) assessed the work, competence and effectiveness of the Internal Audit Unit, without however
affecting in any way its independence,
(d)
reviewed the disclosed information regarding the internal audit and the Company's main risks and
uncertainties in relation to the financial information;
(e)
had meetings with the Head of the Internal Audit Unit to discuss matters within his competence, as
well as any problems that may arise during the internal audit process, and in particular to ensure the
smooth implementation of the internal audit process,
(f)
took note of the Internal Audit Unit's Reports and reviewed and evaluated the methods used to
identify, monitor and address the main risks and to disclose/disclose them in the financial statements in
an appropriate manner,
(g)
confirmed that the Head of the Internal Audit Unit is a full-time and exclusive employee, personally
and functionally independent in the performance of his duties and that there is no incompatibility
between the provisions of the applicable legislative framework,
(h)
confirmed that the Internal Audit Unit has continuous and unhindered access to all the Company's
data, books, documents and records in general, which are necessary for the proper exercise of its duties,
that it has direct and unhindered access to all its individual services and parts and that the members of
the Management and the Company's staff cooperate to the greatest extent possible with the Internal
Annual Financial Statement for the Financial Period from January 1 to December 31,
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73
Audit Unit and generally facilitate its work in any way, providing the necessary resources, means and
infrastructure,
(i)
informed the Board of Directors of the findings and results of its audit and submitted proposals for
improvement in order for the Internal Audit Unit to be adequately staffed with competent human
resources, equipped with the necessary theoretical training, education and experience.
1.6.3 Other
(a)
in cooperation with the Company's Management, in cooperation with the Management of the
Company, contributed, to the extent and to the extent that it was relevant, to the preparation of a
statement for the purpose of informing the investing public regarding the formation and development
of the Company's fundamental financial figures, activities and prospects for the third (third) quarter of
the fiscal year 2023, as well as any impact of the energy crisis and the ongoing, albeit with reduced
intensity, military conflict between Russia and Ukraine as well as the military conflict in the Land of Israel
on the financial results, overall performance, and the general trajectory of both the Company and the
Group,
(b)
it provided to the Company's Management the necessary assistance for compliance with the
provisions of Law No. 4706/2020, in order to complete the process of full harmonization with the
provisions and regulations of the said legislation in due time,
(c)
approved the content of the information provided to the Company's shareholders at the Annual
General Meeting of 16 May 2023 regarding the Company's activities for the financial year 2022
(01.01.2022-31.12.2022),
ΙΙ
. Remuneration and Nomination Committee
2.1 Establishment and members of the Nomination Committee
2.1.1
The Board of Directors of the Company, in the context of the immediate, substantive, complete
and effective compliance with the requirements and general regulations of Articles 10-12 of Law
4706/2020 (Government Gazette A '136/17.07.20201), as well as the adoption of best corporate
governance practices, proceeded at its meeting on July 9, 2021 to the establishment of a single three-
member Committee for the Remuneration and Nomination of Nominations, in order to provide the
necessary assistance and support to the Board of Directors, on the one hand, in the process of identifying
and appointing the appropriate persons for the staffing of the Board of Directors, on the basis of the
existing Appropriateness Policy, and on the other hand in the process of preparing, evaluating and
reviewing the Remuneration Policy, with the aim of attracting and maintaining competent executives.
Annual Financial Statement for the Financial Period from January 1 to December 31,
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2.1.2
The following persons have been appointed as members of the Earnings and Nominations
Committee:
1) Emmanuel Tsiritakis, son of Dimitrios, Independent Non-Executive Member of the Board of Directors.
2) Antonios Roussos, son of Antonios, Independent Non-Executive Member of the Board of Directors.
3) Spyridon Barbatos, son of Antonios-Ioannis Vaptistis, Non-Executive Member of the Board of
Directors.
At its meeting of 16July 2021, the Audit Committee elected Mr. Emmanouil Tsiritakis, son of Dimitrios,
as President of the Audit Committee.
2.2. Structure, staffing and term of office of the Committee on Compensation and Nomination
2.2.1
The composition of the Compensation and Nomination Committee must be in line with the size,
business model, operational organisation, scope and complexity of the Company's activities.
2.2.2
The Earnings and Nominations Committee shall constitute a single Committee. The Committee for
the Remuneration and Promotion of Nominations does not replace any existing corresponding
Committee in a subsidiary of the Company, but may consult it on a case-by-case basis.
2.2.3
The members of the Compensation and Nomination Committee are selected and appointed by the
Board of Directors of the Company at a special meeting for this purpose.
2.2.4
The Nomination Committee consists of at least three (3) non-executive members of the Board of
Directors, two (2) of which are independent non-executive, i.e. they must meet the independence
criteria of article 9 par.1 and 2 pf l. 4706/2020. Furthermore, the members of the Nomination and
Remuneration Committee must meet the criteria of individual and collective suitability and diversity, as
described in the Company's current Suitability Policy.
2.2.5
The appointed President of the Remuneration and Nomination Committee should mandatorily be
an independent non-executive member. The President of the Remuneration and Nomination
Committee may not be at the same time the President of the Board of Directors.
2.2.6
The term of office of the Remuneration and Nomination Committee coincides with the term of
office of the Board of Directors, i.e. it is five years, expiring on 24 June 2026, extending until the expiry
of the deadline within which the next Ordinary General Meeting must meet, but in no case may it exceed
six years.
2.2.7
The members of the Remuneration and Nomination Committee are eligible for re-election, but the
term of office of its independent non-executive members may not exceed nine (9) years.
2.2.8
The participation in the Committee on the Earnings and Nomination of Nominations does not
preclude the participation of its members in other Committees of the Board of Directors. Members of
the Committee on Compensation and Nomination shall not hold any positions or qualities or enter into
any transactions which could be considered incompatible with the purpose of the Committee.
2.2.9
In the event of resignation, death or loss of membership of the Committee for the Remuneration
and Nomination of Nominations, the Board of Directors shall appoint from among its existing members
a new member to replace the one who has disappeared, for the period until the end of his term of office.
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75
2.2.10
The Nomination and Remuneration Committee may use any resources it deems appropriate for
the proper performance of its duties and the fulfilment of its purpose in general, including services from
external consultants. In the event of the recruitment of an external consultant, the Committee is
responsible for monitoring its work.
2.3
Operation of the Remuneration and Nominations Committee
2.3.1
The Nomination and Remuneration Committee (EIOPA) has an Operating Regulation, which was
approved by the Company's Board of Directors at its meeting on July q6, 2021. his Regulation records
the organisation and operation of the Committee on the Earnings and Nominations, regulates the duties,
responsibilities and obligations of the Committee and its members and is posted on the Company's
website (https://www.profilesw.com), in accordance with the express legislative provision of article 10
par. 4 of l. 4706/2020.
2.3.2
According to its Rules of Procedure, the Committee on the Earnings and Nomination of
Nominations meet at regular intervals and exceptionally when deemed necessary. In any case, the
Candidacy Committee shall meet at least two (2) times a year.
2.3.3
The Committee for the Acceptance and Nomination of Nominations is convened by its Chairman
upon an invitation notified in any appropriate manner to its other members, at least two (2) days before
the meeting. The invitation must include at least the date, time and items on the agenda clearly,
otherwise decisions may be taken only if all the members of the Commission are present and no-one
objects to the holding of the meeting and to the taking of decisions.
2.3.4
The Nomination and Remuneration Committee shall meet at the registered office of the Company.
In any case, it meets validly outside the Company's registered office if all its members are present at that
meeting and none of them objects to the holding of the meeting and to the decision making.
2.3.5
All its members participate in the meetings of the Committee on Compensation and Nomination
in person.
2.3.6
The Committee on Compensation and Nomination may invite key directors of the Company,
including the CEO, the CFO and the head of the Human Resources Directorate, to attend specific
meetings or specific items on the agenda and to provide any necessary clarification or explanation.
2.3.7
The meetings of the Committee on Compensation and Nomination may also be held by
teleconference, for some and/or all of its members, using any relevant electronic or digital platform. In
this case, the invitation to the members of the Candidacy Committee includes the necessary information
and technical instructions for their participation in the meeting.
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76
In any case, any member of the Earnings and Nominations Committee may claim that the meeting be
held by teleconference in this regard, if there is an important reason, in particular illness or disability.
2.3.8
The decisions of the Committee on the Earnings and Nominations are validly taken by an absolute
majority of its members. In the event of a tie, the casting vote of the President of the Commission shall
prevail.
2.3.9
The discussions and decisions of the Committee on the Earnings and Nominations are recorded in
minutes, which are signed by the attendant members. The signatures of the members of the Candidates'
Acceptance and Promotion Committee may be replaced by an exchange of e-mail messages. The
minutes are available to all members of the Nomination Committee and the Board of Directors.
2.3.10
The Commission may elect a secretary to observe the minutes of its meetings and generally to
support its work.
2.4
Responsibilities of the Earnings and Nominations Committee
2.4.1
In the context of compliance with the provisions of article 11 of Law 4706/2020, the Committee
for the Acceptance and Nomination of Nominations:
(a)
ensure that the Company has a clear, objective, well-documented and transparent Remuneration
Policy in accordance with the applicable legislative framework, which is consistent with the Company's
business strategy, market conditions, profile and risk appetite and does not encourage excessive and
short-term risk-taking;
(b)
make proposals to the Board of Directors regarding the Remuneration Policy or its revision, which
shall be submitted for approval to the General Meeting of Shareholders;
(c)
make proposals to the Board of Directors regarding the remuneration of persons falling within the
scope of the Remuneration Policy, in accordance with article 110 of Law 4548/2018;
(d)
make proposals to the Board of Directors regarding the remuneration of the Company's directors
and in particular the head of the Internal Audit Unit;
(e)
monitor the implementation of the Remuneration Policy shall make proposals to the Board of
Directors regarding the Remuneration Policy or its revision, which shall be submitted for approval to the
General Meeting of Shareholders;
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77
(f)
supervise the observance of the relevant decisions regarding the remuneration of persons falling
within the scope of the Remuneration Policy, as defined at least by the applicable legislation;
(g)
consider and submit proposals for general guidelines as well as appropriate policies and practices
concerning the establishment of the remuneration framework of persons falling within the scope of the
Remuneration Policy;
(h)
examines the information contained in the final draft of the annual salary report, providing its
opinion to the Board of Directors, before submitting the report to the general meeting;
(i)
consider and submit to the Board of Directors proposals regarding stock options, stock options, bonus
schemes and any other long-term reward scheme;
(j)
monitor the implementation and application of the Remuneration Policy;
(k)
monitor the effectiveness of the Remuneration Policy in terms of attracting and retaining competent
Management personnel of recognised standing and experience and skills;
(l)
consider and act in an advisory capacity to the Board of Directors when formulating policies and
systems for determining the annual fixed and variable remuneration and other benefits of persons
falling within the scope of the Remuneration Policy;
(m)
ensure that the approach taken by each non-listed Group subsidiary in relation to remuneration
complies with the principles of the Company's Remuneration Policy;
(n)
consider and make proposals to the BoD as to the total amount of annual variable remuneration;
(o)
make proposals to the Board of Directors for operational strategies and policies related to
remuneration;
(p)
make proposals - suggestions to the Board of Directors on the need to amend, update and/or revise
the current Remuneration Policy and provide the necessary assistance to the Board of Directors in the
process of drafting the amendment and/or revision thereof;
(q)
ensures that the applicable Remuneration Policy is consistent with the Company's business planning
and overall strategy, the Company's objectives, principles, values and culture as well as its long-term
interests.
Annual Financial Statement for the Financial Period from January 1 to December 31,
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2.4.2
In the context of compliance with the provisions of article 12 of Law 4706/2020, the Committee
for the Acceptance and Nomination of Nominations:
(a)
ensure that the composition, structure and operation of the Board of Directors comply with the
applicable legal, regulatory and supervisory requirements;
(b)
ensure that there is an effective and transparent procedure for the nomination of candidates to the
Board of Directors;
(c)
plan and coordinate the implementation of the procedure for the selection of candidate members of
the Board of Directors, in accordance with the Articles of Association, the Code of Corporate Governance
and the applicable legal and regulatory framework in general;
(d)
ensure that there is an appropriate mix of knowledge, skills and experience at the level of the Board
of Directors and its Committees;
(e)
determine the requirements of the Company in terms of the size and composition of the Board of
Directors, with a view to achieving diversity, balance, completeness of knowledge, experience and
management skills;
(f)
establish the eligibility criteria for the members of the Board of Directors, with a view to ensuring
individual and collective suitability;
(g)
prepare and update the Appropriateness Policy, which it submits for approval to the Board of
Directors, and which is subsequently approved by the General Meeting of Shareholders;
(h)
investigate, nominate and nominate suitable persons for the purpose of being a member of the Board
of Directors, in accordance with the criteria set out in the Appropriateness Policy adopted and
implemented by the Company, following the procedure of recruitment/selection/appointment of senior
management;
(i)
carry out a periodic assessment of the size and composition of the Board of Directors, in accordance
with the provisions and provisions of the applicable Eligibility Policy, in order to identify any gaps
regarding the suitability of the members of the Board of Directors, at individual and collective level, and
submit proposals for improvements, when necessary;
(j)
monitors the implementation of the Eligibility Policy and periodically evaluates it, recommending to
the Board of Directors the necessary changes and revisions;
(k)
identify and propose candidates for the vacancies of the Board of Directors and assess the
combination of wide knowledge, skills and experience;
(l)
shall describe the individual skills and qualifications it deems necessary to fill the positions of the
members of the Board of Directors and shall estimate the time to be devoted to the relevant post;
(m)
define the evaluation parameters and lead the evaluation of the Board of Directors' body, the results
of which (evaluation) are communicated and discussed in the Board of Directors and taken into account
in its work on the composition and integration plan of new members;
(n)
define the evaluation parameters and lead the evaluation of the performance of the President of the
Board of Directors;
Annual Financial Statement for the Financial Period from January 1 to December 31,
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(o)
guides the Board of Directors in the annual evaluation of the performance of the Chief Executive
Officer and communicates to the latter the results of the evaluation, which are taken into account in the
determination of his variable remuneration;
(p)
draw up and implement a sound succession plan for the Company's Chief Executive Officer and in
particular ensure the identification of the required qualitative characteristics to be acquired by the
person of the Chief Executive Officer, the continuous monitoring and identification of potential internal
candidates and, if appropriate, possible external candidates, as well as the dialogue with the Chief
Executive Officer on the evaluation of candidates for his/her position and other senior management
positions;
(q)
provide for the coverage of the succession needs of members of the Board of Directors and senior
management of the Company;
(r)
supervise the preparation and monitoring of the implementation of the training process of the
members of the Board of Directors;
(s)
ensure the implementation of the diversity policy included in the Eligibility Policy and adequate
gender representation of at least twenty-five percent (25%) of all members of the Board of Directors
and make suggestions on how to address any existing imbalances;
(t)
verifies and ascertains the fulfilment of the independence criteria provided by the current legislative
framework, in order for a member of the Board of Directors to be classified as "independent" (i) before
his appointment, (ii) at least on an annual basis per financial year and in any case before the publication
of the annual financial report, which includes a relevant finding, (iii) at any time such examination is
required by the Treaties (e.g. replacement of independent members, change in the composition of the
Board of Directors, etc).
2.5 Number of meetings of the Earnings and Nominations Committee
During the closing financial year 2023 (01.01.2023-31.12.2023) the Earnings and Nominations
Committee met two (2) times and all its decisions were taken unanimously.
2.6 Proceedings of the Earnings and Nominations Committee
During the closing financial year 2023 (01.01.2023-31.12.2023), the Earnings and Nominations
Committee:
(a)
examined and evaluated from the point of view of adequacy, proportionality and appropriateness,
the level of the remuneration of all the members of the Board of Directors which were approved by the
Annual Ordinary General Meeting of the shareholders on 16 May 2023 for the financial year 2022
(01.01.2022-31.12.2022) on the one hand, and for the financial year 2023 (01.01.2023-31.12. 2023), in
order to ascertain whether the remuneration paid is commensurate with the duties, level of
employment, scope of responsibilities, responsibilities and performance of the persons concerned and
that it is in line with the prevailing economic conditions and the wider financial environment in which
the Company operates and develops its activities, in order to avoid the payment of excessive
remuneration and the consequent exposure of the Company to excessive risks,
Annual Financial Statement for the Financial Period from January 1 to December 31,
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(b)
provided the necessary assistance for the preparation of the Remuneration Report of the members
of the Board of Directors and other persons covered by the Remuneration Policy for the financial year
2023, so that its content fully complies with the provisions of article 112 of Law No. 4548/2018 as well
as with the European Commission's Guidelines of 01.03.2019 regarding the standardised presentation
of the Remuneration Report in accordance with Directive 2007/36/EC, as amended by Directive (EU)
2017/828 on shareholders' rights,
ΙΙΙ
. Corporate Communications and Shareholder Services Unit
The Company, as a company with shares listed on a regulated market and based on the requirements of
articles 19 and 20 of Law no. 4706/2020, has a single Unit (Department) for Corporate Announcements
and Shareholder Services, which:
(a)
makes the necessary and required announcements concerning regulated information, in accordance
with the provisions of Law no. 3556/2007, as amended, as well as corporate events according to the
provisions of Law No. 4548/2018 in order to inform the shareholders or holders of other securities of
the Company
(b)
is responsible for the Company's compliance with the obligations set out in Article 17 of Regulation
(EU) 596/2014, regarding the disclosure of privileged information, and other applicable provisions,
(c)
is responsible for maintaining and updating the Company's share register and is charged with
providing shareholders with direct, accurate and equal information and, in particular, supporting them
in the exercise of their rights, in accordance with the applicable legislation and the Company's Articles
of Association.
The relevant information shall always be published in such a way as to ensure that shareholders and the
investing public in general have rapid and equal access to all information, financial and non-financial,
that is available to them.
PART C
΄
- GENERAL MEETING
Ι
. General Meeting
1.1 Introduction
The General Meeting of the Company’s shareholders is its supreme organ and entitled to decide on any
affair concerning the Company. Its decisions are binding on the shareholders that are absent or
dissidents.
1.2 Sole responsibility of the General Meeting
1.2.1
Pursuant to art. 9 par. 2 of the Articles of Association in force, the General Meeting is solely
responsible to decide on the following:
(a)
Amendments of the Articles of Association (as amendments are considered also the increases,
ordinary or extraordinary, as well as the decreases of the capital);
(b)
The election of the members of the Board of Directors and Auditors;
Annual Financial Statement for the Financial Period from January 1 to December 31,
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(c)
The approval of management as a whole, pursuant to article 108 of l. 4548/2018 and the release of
the Auditors;
(d)
The approval of the annual and consolidated financial statements;
(e)
The distribution of the annual profits;
(f)
The approval of remuneration or advance payment thereof pursuant to article 109 of l. 4548/2018;
(g)
The approval of remuneration policy of article 110 and the remuneration report of article 112 of l.
4548/2018;
(h)
The merger, split-up, conversion, revival, extension of duration or dissolution of the Company; and
(i)
Appointment of liquidators.
1.2.2
The provisions of the previous paragraph do not include:
(a)
capital increases or capital adjustment operations, explicitly assigned by law or the
Α
rticles of
association to the board of directors, as well as increases imposed by provisions of other laws;
(b)
the amendment or adaptation of provisions of the Articles of association by the Board of Directors
in the cases explicitly defined by law;
(c)
appointment by the statutes of the first Board of Directors;
(d)
the election in accordance with the Articles of Association of directors to replace resigned, deceased
or otherwise deprived directors;
(e)
he absorption according to Articles 35 and 36 of Law 4601/2019 by another société anonyme holding
one hundred percent (100%) or ninety percent (90%) or more of its shares;
(f)
the option to distribute profits according to paragraphs 1 and 2 of the Article 162 of l. 4548/2018 and
(g)
possibility of distribution, according to paragraph 3 of article 162, of profits or optional reserves
within the current corporate year by decision of the Board of Directors, subject to publication.
1.3 Convening the General Meeting
1.3.1
The General Meeting of the shareholders is convoked by the Board of Directors and convenes
necessarily at the Company’s registered office or in the region of another Municipality within the
registered office, at least once in every financial year, at the latest until the tenth (10
th
) calendar day of
the ninth month after the expiry of the financial year. The General Meeting may also convene in the
region of the Municipality where the seat of the Athens Stock Exchange is.
1.3.2
The Board of Directors may convoke an extraordinary General Meeting of the shareholders when
it deems it advisable or if it is requested by shareholders representing the required by law or the Articles
of Association percentage.
1.3.3
The procedures and rules for convocation, participation and decision-making by the General
Meeting are regulated in detail by the provisions of Law 4548/2018 and the Company's Articles of
Association.
Annual Financial Statement for the Financial Period from January 1 to December 31,
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1.3.4
It is clear from the procedures, provisions and general arrangements set out below that the
Company's corporate governance system includes adequate and effective mechanisms for
communicating with shareholders in order to facilitate the exercise of their rights and active dialogue
with them (shareholder engagement).
1.3.5
The Board of Directors shall ensure that the preparation and conduct of the General Meeting
facilitates the effective exercise of the rights of the shareholders, who are informed of all matters related
to their participation in the General Meeting, including the items on the agenda and their rights at the
General Meeting. In particular, in accordance with the provisions of Law 4548/2018, the Company shall
post on its website at least twenty (20) days before the General Meeting, both in Greek and English:
•
the invitation to convene the General Meetings,
•
the total number of shares and voting rights the shares incorporate at the date of the call,
•
the forms to be used for the vote by proxy or by proxy or, where applicable, for the vote by
electronic means,
•
the documents to be submitted to the General Meeting,
•
a draft decision on each item on the proposed agenda or, if no decision has been proposed for
adoption, a comment by the Board of Directors, as well as
•
the draft resolutions proposed by the shareholders, in accordance with paragraph 3 of Article
141 of Law 4548/2018, immediately upon their receipt by the Company.
1.4 Participation in the General Meeting
1.4.1
At the General Meeting the natural or legal person having the shareholding capacity shall be
entitled to participate and vote at the beginning of the fifth (5th) day prior to the date of the General
Meeting ("record date"). Each share shall be entitled to one (1) vote.
1.4.2
Against the Company is considered as a shareholder entitled to participate in the General Meeting
and to exercise the right to vote the registered on the date of registration in the Dematerialized
Securities System (DSS) of the Societe Anonyme under the name "Hellenic CENTRAL Securities
Depository Societe anonyme" (EL.KAT.) or identified as such on the basis of the relevant date through
registered intermediaries or other intermediaries in compliance with the provisions of the legislation
(Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Rules
of Operation of the Hellenic Central Securities Depository (Government Gazette
Β΄
1007/16.03.2021).
1.4.3
The proof of shareholding capacity is made by any legal means and in any case on the basis of
information received by the Company up to and including the beginning of the General Meeting by
EL.KAT. or through the participants and registered intermediaries in the Central Securities Depository in
any other case.
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1.4.4
The exercise of participation and voting rights does not presuppose the blocking of the
beneficiary's shares or the observance of any other similar procedure, which limits the possibility of
selling and transferring them during the period between the date of registration and the date of the
General Meeting.
1.4.5
The record date also applies in the case of an adjourned or repeat meeting, provided that the
adjourned or repeat meeting is not more than thirty (30) days from the record date. If this is not the
case or if in the case of the repeat General Meeting a new invitation is published, in accordance with the
provisions of Article 130 of Law 4548/2018), the person who has the shareholding capacity at the
beginning of the third (3rd) day before the day of the adjournment or repeat General Meeting shall
participate in the General Meeting.
1.4.6
In article13 par.1 of the Articles of Association of the Company has provided for the possibility of
participation of the shareholders in the General Meeting from a distance in real time by audiovisual or
other electronic means, without the physical presence of the shareholders at the place of its conduct.
The shareholders who participate in the General Meeting by teleconference in real time, are taken into
account for the formation of the quorum and the majority and can effectively exercise their rights during
the General Meeting. Thus, shareholders have the possibility to:
(a)
monitor by electronic or audiovisual means the holding of the General Meeting;
(b)
speak and address the General Meeting orally during the General Meeting;
(c)
vote in real time during the General Meeting on the items on the agenda; and
(d)
be informed of the recording of their vote.
1.5 Representation in the General Meeting
1.5.1
The shareholder participates in the General Meeting and votes either in person or by proxy. Each
shareholder may appoint up to three (3) representatives. Legal persons participate in the General
Meeting by appointing as their representatives up to three (3) natural persons. However, if the
shareholder holds company shares, which appear in more than one securities accounts, this limitation
does not prevent the said shareholder from appointing different representatives for the shares
appearing in each securities account with regard to the General Meeting. A representative acting on
behalf of several shareholders may vote differently in respect of each shareholder.
1.5.2
The shareholder’s representative must notify to the Company, before the commencement of the
General Meetings’ convention, every specific event, which may be useful to the shareholders in order
to assess the risk of the representative serving other interests but the interests of the represented
shareholder. In the sense of the present paragraph, a conflict of interest may arise, especially where the
representative:
(a)
is a shareholder exercising the control of the Company or is another legal person or entity which is
controlled by this shareholder;
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(b)
Is a member of the Board of Directors or of the general management of the Company or shareholder
exercising the control of the Company, or other legal person or entity which is controlled by a
shareholder who exercises the control of the Company;
(c)
Is an employee or auditor of the Company or of a shareholder exercising the control of the Company,
or of other legal person or entity which is controlled by a shareholder who exercises the control of the
Company;
(d)
Is a spouse or blood relative of first degree of one of the natural persons stated in cases (a) to (c) above
.
1.5.3
The appointment and recall of a shareholders’ representative is done in writing or electronically
and is notified to the Company at least forty eight (48) hours prior to the fixed date of the General
Meetings’ convention.
1.6 Quorum and majority of the General Meeting
1.6.1
According to the law and the Company’s Article of Association, the General Meeting is in quorum
and validly convenes to discuss the items on the agenda, when at least one fifth (1/5) of the paid up
share capital is being represented in it.
1.6.2
If no such quorum is achieved, then the Meeting reconvenes within twenty (20) days from the date
of the cancelled meeting, by invitation at least ten (10) days in advance. This reconvened meeting is in
quorum and validly convenes on the items on the agenda, whatever portion of the paid up share capital
may be represented in it. A newer invitation is not required if the time and place of the repeat meeting
have already been stated in the original invitation, provided that there are at least five (5) days between
the cancelled and the reconvened meeting.
1.6.3
The decisions of the General Meeting are reached by absolute majority of the votes represented
in the Meeting.
1.6.4
Exceptionally, with regard to decisions concerning:
(a)
Change of Company’s nationality;
(b)
Change of the Company’s business object;
(c)
Increase of the shareholders’ responsibilities;
(d)
Ordinary increase of the share capital, unless it is imposed by law or is effected through capitalization
of reserves;
(e)
capital decrease, unless made, in accordance with paragraph 5 of Article 21 or paragraph 6 of Article
49 of Law 4548/2018, as in force;
(f)
Change in the manner of profit distribution;
(g)
Merger, split-up, conversion, revival of the Company;
(h)
Extension of the duration or dissolution of the Company;
(i)
Granting or renewing of authority to the Board of Directors to increase the share capital according to
par. 1 of article 24 of l 4548/2018, as applicable, as well as
(j)
in any other case in which the law stipulates that for the General Meeting to reach a certain decision
an increased majority is required.
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The General Meeting is in quorum and validly convenes on the items on the agenda when shareholders
representing one half (1/2) of the paid up share capital are present or represented in it.
1.6.5
If no such quorum is achieved, then the General Meeting reconvenes within twenty (20) days from
the date of the cancelled meeting, by invitation at least ten (10) days in advance. This reconvened
meeting is in quorum and validly convenes on the items on the agenda when at least one fifth (1/5) of
the paid up share capital is represented in it. A newer invitation is not required if the time and place of
the repeat meeting have already been stated in the original invitation, provided that there are at least
five (5) days between the cancelled and the reconvened meeting.
1.6.6
All decisions of the previous paragraph shall be made by a majority of two thirds (2/3) of the votes
represented in the Meeting.
1.7 Minority rights
The shareholders of the Company have, inter alia, the rights provided for in paragraphs 1, 2, 3, 5, 6 and
7 of Article 141 of l. 4548/2018: In particular:
(a)
By a request of shareholders representing one twentieth (1/20) of the paid up share capital, the
Board of Directors is obliged to convoke an Extraordinary Meeting of the shareholders, setting a date
for its meeting, which must not be more that forty five (45) days from the date of the service of the
request to the President of the Board of Directors. The request contains the item on the agenda. If a
General Meeting is not convoked by the Board of Directors within twenty (20) days from the service of
the relevant request, the convocation is conducted by the requesting shareholders at the expense of
the Company, by a court decision, issued pursuant to the interim measures proceedings. This decision
states the place and time of the convention, as well as the items on the agenda. The decision is not
subject to judicial appeals.
(b)
By a request of shareholders representing one twentieth (1/20) of the paid up share capital, the
Board of Directors is obliged to register on the agenda of a General Meeting that is already convoked,
additional items, if the relevant request reaches the Board of Directors at least fifteen (15) days before
the General Meeting. The additional items must be published or notified with the responsibility of the
Board of Directors, pursuant to article 122 of l. 4548/2018, at least seven (7) days before the General
Meeting. Any request for additional items on the agenda is accompanied by a justification or a draft
resolution for approval by the General Meeting and the revised agenda is published in the same manner
as the previous agenda,thirteen (13 ) days before the date of the General Meeting and will also be made
available to shareholders on the Company's website, along with the justification or the draft resolution
submitted by the shareholders as provided in Article 123 par. 4 of l. 4548/2018.
(c)
Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft
resolutions on matters included in the initial or any revised General Meeting agenda. The relevant
request must reach the Board of Directors at least seven (7) days before the date of the General Meeting,
and the draft decisions shall be made available to the shareholders in accordance with paragraph 3 of
Article 123 of Law 4548/2018, at least six (6) days before the date of the General Meeting. The Board of
Annual Financial Statement for the Financial Period from January 1 to December 31,
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Directors is not obliged to include items on the agenda or to publish or disclose them together with a
justification and with draft decisions submitted by the shareholders, in accordance with paragraphs 2
and 3 of Article 141 of Law 4548/2018, if their content is manifestly contrary to the law or morality.
(d)
In case of request of a shareholder or shareholders representing one twentieth (1/20) of the paid up
share capital, the President of the Meeting is obliged to postpone, only once, the decision making by the
Extraordinary or Ordinary General Meeting, on all or certain items, designating as the day for the
continuance of the meeting for them to be resolved upon, the day that is specified in the request of the
shareholders, but which may not be more than twenty (20) days from the day of the postponement. The
General Meeting after the postponement constitutes a continuance of the previous meeting and the
repetition of publicity requirements of the shareholders’ invitation is not required. In this meeting new
shareholders may participate provided that the participation requirements are observed and the
provisions of paragraph 6 of article 124 of l. 4548/2018 apply.
(e)
In case of request of shareholders representing one twentieth (1/20) of the paid up share capital,
which must be submitted to the Company five (5) full days before the General Meeting, the Board of
Directors is obliged to provide the General Meeting with the requested specific information on the
Company’s affairs, so far as they are related to the items on the agenda. There is no obligation to provide
information when the relevant information is already available on the Company's website, in particular
in the form of questions and answers. Furthermore, in case of request of shareholders representing one
twentieth (1/20) of the paid up share capital, the Board of Directors must announce to the General
Meeting, if Ordinary, the amounts paid during the last two years to each member of the Board of
Directors or the Company’s managers, as well as every contribution to these persons, from whatever
cause or agreement of the Company with them. In all the above cases the Board of Directors may refuse
to provide the information requested of it, on the basis of a significant substantial reason, which is
recorded in the minutes. Such reason could be, depending on the circumstances, the representation of
the requesting shareholders in the Board of Directors, according to articles 79 or 80 of l. 4548/2018. In
the cases referred to in this paragraph, the Board of Directors may respond jointly to requests from
shareholders with the same content.
(f)
In case of request of shareholders representing one tenth (1/10) of the paid up share capital which is
submitted to the Company five (5) full days before the General Meeting, the Board of Directors is obliged
to provide the General Meeting with information relating to the course of corporate affairs and the
property status of the Company. The Board of Directors may refuse to provide the information for a
significant substantial reason, which is stated in the minutes. Such reason could be, depending on the
circumstances, the representation of the requesting shareholders in the Board of Directors according to
article 79 or 80 of l. 4548/2018, provided that the respective members of the Board of Directors have
received the relevant information in a sufficient way.
(g)
In case of request of shareholders representing one twentieth (1/20) of the paid up share capital,
any decision making on any item on the agenda of the General Meeting is carried out by roll call.
Annual Financial Statement for the Financial Period from January 1 to December 31,
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1.8 Other rights of shareholders
Apart from the right to participate and vote in the General Meeting of Shareholders and the above rights
under 1.7, the Company's shareholders have, in accordance with the current Articles of Association and
the provisions of Law No. 4548/218, also have the following rights:
(a)
the right to withdraw dividends
The minimum dividend is set at thirty-five percent (35%) of net profits, after deduction of the reserve
for the formation of ordinary reserves and other credit items in the profit and loss account that do not
derive from realised profits. The above percentage may be reduced by a decision of the General
Meeting, taken with an increased quorum and majority, but not below ten percent (10%). Non-
distribution of the minimum dividend is only permitted by a decision of the General Meeting, taken with
the increased quorum of paragraphs 3 and 4 of Article 130 of Law No. 4548/2018 and a majority of
eighty percent (80%) of the capital represented at the Meeting. The amount to be distributed shall be
paid to the shareholders within two (2) months from the decision of the Ordinary General Meeting that
approved the annual financial statements and decided on the distribution. The date and method of
payment of the dividend shall be announced through announcements on the Company's website and
on the OTC EDT. According to Greek legislation, dividends that are not claimed for a period of five (5)
years from the date on which they became due are time-barred and the relevant amounts are
definitively transferred to the Greek State.
(b)
the right to information
Ten (10) days before the Annual General Meeting, the Company is obliged to post on its website its
annual Financial Statements, as well as the relevant Reports of the Board of Directors and the Auditors.
(c) the preemption right
In any case of an increase in share capital that is not made by means of a contribution in kind or the
issue of bonds with the right to be converted into shares, preference rights are granted to the entire
new capital or the bond loan in favour of the shareholders existing at the time of the issue, depending
on their participation in the existing share capital.
(d) the right to participate in the proceeds of the liquidation.
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PART D
΄
- INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT
Ι
. Internal Audit
1.1
Internal Audit System (IAS) means the set of internal control mechanisms and procedures, including
risk management, internal control and regulatory compliance, which continuously covers every activity
of the Company and contributes to its safe and effective operation.
1.2
The Internal Audit System aims to:
•
the consistent implementation of the Company's business strategy, with the effective use of the
available resources,
•
the identification and management of material risks associated with the business and operation
of the Company,
•
the effective operation of the Internal Audit Unit,
•
ensuring the completeness and reliability of the data and information required for the accurate
and timely determination of the financial condition of the Company and the preparation of
reliable financial statements,
•
compliance with the applicable legislative and regulatory framework in general, as well as the
internal regulations governing the operation of the Company.
1.3
The main elements of the Internal Audit System (IAS) are the following:
• Control Environment
The Control Environment consists of all the structures, policies and procedures that provide the basis
for the development of an effective EES, as it provides the framework and structure for achieving the
fundamental objectives of the EES. The Control Environment is essentially the sum of many individual
elements that determine the overall organization and the way the Company is managed and operated.
• Risk Management
It includes an overview of the risk assessment process, the Company's risk response and management
procedures and the risk monitoring procedures.
• Control Mechanisms and Safeguards (Control Activities)
It includes an overview of the control mechanisms of critical safeguards, with emphasis on safeguards
related to conflict of interest issues, segregation of duties and the governance and security of
Information Systems.
• Information and Communication System
It concerns the review of the process of financial development, including audit mechanism reports (e.g.
Supervisory, Regulatory and Regulatory Authorities, Certified Auditors, etc.) and non-financial
information (e.g. Sustainable Development Policy, environmental, social and employment issues,
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respect for human rights, the fight against corruption, issues related to bribery, as provided for by article
151 of Law 4548/2018) as well as the overview of the Company's critical internal and external
communication procedures.
• Monitoring
It concerns the review of the Company's structures and mechanisms that have been charged with the
continuous evaluation of EES data and the reporting of findings to be corrected or improved, and in
particular of the Audit Committee and the Internal Audit Unit.
1.4
The Internal Audit Unit is responsible for the systematic monitoring, control and periodic evaluation
of the Internal Audit System, especially as regards the adequacy and correctness of the financial and
non-financial information provided, risk management, regulatory compliance and the Corporate
Governance Code adopted by the Company, and is an independent organizational unit within the
Company.
In addition, a periodic evaluation of the Internal Audit System is carried out every three (3) years by an
independent and objective evaluator, in accordance with the specific provisions of the decision of the
Board of Directors under number 1/891/30.09.2020 of the Hellenic Capital Market Commission, as
amended by the Decision of its Board of Directors No. 2/917/17.06.2021 (Government Gazette B
΄
3040/2021), which determines the time, the procedure, the periodicity and any specific issue necessary
for the implementation of the evaluation of the Internal Control System (ICS) as well as the
characteristics of the persons performing the evaluation.
1.5
The Company’s Internal Audit Unit:
(a)
monitors, controls and evaluates the implementation of the Operating Regulation and the Internal
Audit System, in particular as regards the adequacy and correctness of the financial and non-financial
information provided, risk management, regulatory compliance and the Corporate Governance Code
adopted and implemented by the Company;
(b)
monitors, controls and evaluates the quality assurance mechanisms;
(c)
monitors, controls and evaluates corporate governance mechanisms;
(d)
monitors, verifies and evaluates the compliance with the commitments contained in prospectuses
and the Company's business plans regarding the use of funds raised from the regulated market;
(e)
prepares reports to the controlled units with findings in relation to the above, the risks arising
therefrom and the improvement proposals, if any, which reports after the incorporation of the relevant
views by the controlled units, the agreed actions, if any, or the acceptance of the risk of non-action by
them, the restrictions on its audit range, if any, the final internal audit proposals and the results of the
controlled units' response to its proposals, are submitted quarterly to the Audit Committee and
(f)
submits reports every three (3) months to the Audit Committee, including the most important issues
and its proposals, on the above tasks which the Audit Committee presents and submits together with
its observations to the Board of Directors.
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1.6
The Internal Audit Unit is headed by its head, who:
(a)
attends the General Meetings of Shareholders;
(b)
provides in writing any information requested by, cooperate with and facilitate in any way possible
the monitoring, control and oversight work of the competent surveillance authority;
(c)
submits to the Audit Committee an annual audit plan and the requirements of the necessary
resources, as well as the impact of the restriction of resources or the audit work of the Unit in general.
The annual audit program is prepared based on the risk assessment of the Company, after taking into
account the opinion of the Audit Committee.
(d)
has free and unhindered access to any organizational unit of the Company and is aware of any data,
records and information required for the effective and effective exercise of its duties.
1.7
The Head of the Internal Audit Unit:
(a)
is appointed by the Board of Directors of the Company, upon proposal of the Audit Committee,
(b)
is a full-time, exclusive employee, who is personally and functionally independent and objective in
the performance of his duties;
(c)
has the appropriate knowledge and relevant professional experience.
(d)
is administratively subordinated to the Chief Executive Officer and operationally to the Audit
Committee.
(e)
(e) a member of the Board of Directors or a member entitled to vote on committees of a permanent
nature of the Company may not be appointed as head of the Internal Audit Department and has close
ties with anyone who holds one of the above properties in the Company or in a Group company.
Furthermore, the number of internal auditors of the Internal Audit Department must be proportional to
the size of the Company, the nature, scale, scope and complexity of the Company's activities, the number
of its employees, the geographical points of its activity, the number of its functional and executive units
as well as the audited entities in general.
Mr. Dimitrios Evangelou is the Head of the Internal Audit Department of the Company.
1.8
The staff of the Internal Audit Unit must comply with:
(a)
the International Professional Practices Framework,
(b)
the International Standards for the Professional Application of Internal Audit (IIA Standards);
(c)
the Code of Ethics (IIA Code of Ethics);
(d)
the applicable legislative and regulatory framework in general;
(e)
the Company's Internal Rules of Procedure.
1.9
The staff of the Internal Audit Unit in the performance of their duties must apply the following
principles:
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(a) integrity
(demonstration of sincerity, diligence, consistency and responsibility in the performance of
their duties, observance of the legislative and regulatory framework and the internal procedures of the
Company);
(b) objectivity
(demonstrating the greatest possible impartiality in the collection, evaluation and
communication of information relating to the checks carried out, non-acceptance of gifts liable to affect
their professional judgement, immediate communication of any fact which might be considered
contrary to their independence);
(c) confidentiality
(respect for and management of information acquired in the performance of their
duties with due diligence, avoidance of use of such information for personal gain or in a manner
detrimental to the Company, taking appropriate measures to protect such information);
(d) competence
(possession of the knowledge, skills and experience necessary for the provision of
internal audit services, continuous improvement of the adequacy, efficiency and effectiveness of their
services, exercise of appropriate professional judgement).
1.10
The Internal Audit Unit has an Operating Regulation, which was drawn up in accordance with the
provisions of Articles 15 and 16 of Law 4706/2020 (Government Gazette A '136/17.07.2020), as in force,
was approved and entered into force by virtue of
the decision of the Board of Directors of the Company
on July 16, 2021 following a proposal of the Audit Committee and specifies the principles and the basic
operating framework of the Unit, specifies the fundamental principles and rules that the Internal
Auditors must follow in the performance of their duties, describes the responsibilities, duties and
obligations of the Unit and regulates its relations with all interested parties (Board of Directors, Audit
Committee, Chief Executive Officer, Legal Auditors).
ΙΙ
. Risk management
2.1
The Company implements a risk management process, which aims at the timely and effective
treatment of risks that may have a negative impact on the achievement of its objectives. It is a systematic
process that aims at the timely and effective identification, analysis, control, management and
monitoring of all forms of risk inherent in the operation of the Company.
2.2
The Company's risk management system is based on the following axes:
• risk identification;
• risk assessment;
• response to potential risks (risk management) and
• monitoring and reporting of risks
2.3
In particular, and with regard to the process of preparing the financial statements, the Company has
invested significant amounts of money in the development, upgrading and maintenance of advanced IT
infrastructures that ensure through a series of information procedures, safeguards and security levels
the correct and accurate display of financial figures and data, while at the same time their back-up
storage is always up.
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The policies and procedures adopted shall be evaluated at regular intervals and redefined in the event
that it is found to be insufficient or that existing legal provisions require it.
At the same time, the results are analysed and processed on a daily basis, covering all the important
areas of business activity.
Comparisons shall be made between actual, historical and budgeted revenue and expenditure accounts
with a sufficient detailed explanation of all significant discrepancies.
Through all the above procedures and security mechanisms, any risk related to the preparation of the
financial statements (corporate and consolidated) of the Company is minimized.
2.4
Factors that reduce the likelihood of (and therefore mitigate) the risk of inaccurate financial
statements include:
•
regular comparisons between actual, historical and budgeted income and expenditure
accounts,
•
in the event of a discrepancy, an adequate and justified explanation of the discrepancies,
•
the coverage of all important fields of business activity so that there is completeness in the
depiction of the figures,
•
the supervision of the process of preparation of financial statements by the Audit Committee in
the context of exercising its responsibilities.
ΙΙΙ
. Internal Audit System Evaluation
3.1
The Company has a specific evaluation process of the Internal Audit System (IAS) by an objective,
independent, certified and experienced Evaluator, in accordance with the provisions of articles 9 and 14
of Law 4706/2020 as well as the Decision of the Governor No. 1/891/30.9.2020. In addition, the
Company has a specific procedure for the proposal, selection and approval of the Internal Audit System
Evaluator,defining the subjects of evaluation, the periodicity, the procedure and the format and
addressees of the evaluation report.
3.2
According to the specific provisions of the decision of the Board of Directors of the Hellenic Capital
Market Commission No. 1/891/30.09.2020 (Government Gazette B' 4556/2020), as in force after its
amendment by the Decision of the Board of Directors No. 2/917/17.06.2021 (Government Gazette B
́
3040/2021), the first evaluation of the Internal Audit System ended
31 March 2023 with reference date
31 December 2022 and reference period from the entry into force of article 14 of Law 4706/2020", i.e.
from 17 July 2021.
3.3
Following the above and in full compliance with the above provisions and the Company's Internal
Rules of Operation, the Company's Board of Directors, following a relevant recommendation – proposal
of the Audit Committee, assigned to the Company under the name "ANDREAS KOUTOUPIS &
ASSOCIATES P.C.C.»
, based in Athens, at 59 Panepistimiou Street, the evaluation of the adequacy and
effectiveness of its Internal Audit System (IAS).
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3.4
The evaluation of the Internal Audit System (IAS) was carried out by Mr. Andreas G. Koutoupis,
Certified Internal Auditor and Professor of Financial Accounting and Auditing and lasted from
01/12/2022 to 17/03/2023
The purpose of the evaluation process was to identify any material weaknesses in the Internal Control
System (IAS), i.e. an inadequacy or combination of deficiencies in the ICS controls, which concerns their
design adequacy or effectiveness, so that there is a reasonable probability that a significant risk
identified by the Company's Management in accordance with the requirements of the regulatory
framework and related to its operation will not be prevented or identified in a timely manner.
3.5
After the completion of the work and based on the evidence obtained regarding the adequacy and
effectiveness of the Company's Internal Control System (IAS) with reference date December 31, 2022,
the above Evaluator provided the Evaluation Report dated 31.03.2023, the conclusion of which consists
in the fact that there are certain weaknesses both at the level of subsidiaries and for the parent company
of the Group in accordance with best practices which are not considered substantial. Specifically, the
Group's management has not developed the necessary procedures and safeguards that focus on an
efficient and effective Internal Control System at least in the Group's major subsidiaries. There are also
some deficiencies in Risk Management, Regulatory Compliance and Internal Control that need
improvement for both the parent company and significant subsidiaries of the group as a deviation of
course from best practices.
Finally, the findings identified are not material weaknesses, but deviations from the best practices of the
standards that do not and could not affect the compliance of the Company [and its significant
subsidiaries] with the regulatory framework in any way.
3.6
Therefore, as a consequence of the existence of the above findings regarding the adequacy and
effectiveness of the Company's Internal Audit System (IAS), the Management allocated the necessary
and sufficient resources in the financial year 2023 in order to develop appropriate policies, procedures
and safeguards in both the parent and significant subsidiaries of the Group to fill the gaps found during
the examination of the Internal Audit System (IAS) of the previous financial year and for the the
reduction of risks in the areas of Risk Management, Compliance and Internal Audit and in particular took
the following actions:
a) The Remuneration and Nomination Committee at its meeting on December 28, 2023 confirmed that
the existing Board of Directors of the Company, consisting of seven members, comprising two
independent non-executive directors, two executive directors and three non-executive directors, all of
whom were assessed as meeting the political suitability requirements for Board members, is in
compliance with the legal, regulatory and supervisory statutory requirements.
b) The Company, by the Board of Directors' decision of November 20, 2023, appointed a Risk Officer and
in particular assigned this capacity to Mr. Yannis Litsios.
c) The Company has appointed a Compliance Officer and in particular the Board of Directors of the
Company by its decision of 30 November 2023 appointed Mr. Kritikopoulos Apostolos as Compliance
Officer.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
94
d) The Audit Committee at its meeting on February 10, 2023, drew up an audit plan for the fiscal year
2023 in compliance with the applicable legal and regulatory requirement framework.
PART E
΄
-
CORPORATE GOVERNANC
E SYSTEM
1.1 In compliance with Article 13 of Law 4706/2020, the Company has adopted and has been
implementing a Corporate Governance System (CGS) since the entry into force and implementation of
the said Law, in accordance with the provisions of Articles 1 to 24 of the said Law, taking into account
the size, nature, scope and complexity of its activities.
1.2 In particular, the Corporate Governance System consists of:
a) An Internal Audit System which includes and incorporates the risk management and regulatory
compliance system as discussed above;
b) Procedures for the prevention, detection and suppression of conflict of interest situations, as detailed
in section 1.4.2 of Part A hereof;
c) Communication mechanisms with shareholders to facilitate both the exercise of their rights and an
active dialogue with them (shareholder engagement); and finally,
d) A Remuneration policy, which contributes to the Company's business strategy, long-term interests
and sustainability.
1.3 According to Article 4 of Law 4706/2020 as currently in force, the Corporate Governance System is
periodically evaluated at least every three (3) financial years with regard to its implementation and
effectiveness, in order to take the appropriate actions to address any shortcomings identified.
1.4 The Company, by decision of its Board of Directors, in full effective and proper compliance with the
applicable legal and regulatory framework, has entrusted the "D.I. Paschos and Associates Legal Firm"
the project "Provision of Corporate Governance System Evaluation Services", in order to evaluate the
adequacy and effectiveness of the Company's Corporate Governance System ("CGS"), with a reference
date of 31.12.2023, in accordance with the current legislative and regulatory framework (Article 4 of
Law 4706/2020).
1.5 This evaluation of the Internal Audit System was successfully completed in March 2024 and included:
(a) The adequacy and effectiveness of the CGS including risk management and regulatory compliance
systems;
(b) The adequacy and effectiveness of procedures for preventing, identifying and suppressing conflicts
of interest;
c) The adequacy and effectiveness of the communication mechanisms with shareholders, in order to
facilitate both the exercise of their rights and an active - constructive dialogue;
d) The remuneration policy in order to determine whether it actually serves the business strategy, the
long-term interests of the Company and its sustainability;
Annual Financial Statement for the Financial Period from January 1 to December 31,
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e) The adequacy of the Company's Operating Regulations in accordance with Article 14 of Law
4706/2020;
f) Any deviations from the use of raised funds according to Article 22 of Law 4706/2020 (if such a case
exists);
g) The disposal of any assets of the Company in accordance with Article 23 of Law 4706/2020; and finally,
h) The degree of compliance of the Company with the Greek Corporate Governance Code (HCGC) of the
Hellenic Corporate Governance Council, as adopted and applied by the Company.
1.6 The conclusions of the above assessment, summarised by thematic section are as follows:
i. With regard to the Internal Control System, any findings (based on the findings reported in Part D of
this BPA) are assessed as being of extremely low significance and importance, which may not impede its
functioning. Moreover, based on the Company's practical willingness to remove even these findings, no
other incident was identified that could constitute a weakness of the Internal Control System of
significant importance.
ii. As regards the procedures for the prevention, detection and suppression of conflicts of interest, the
adequacy and effectiveness of the Conflict of Interest Prevention and Mitigation Procedure and how it
is incorporated in the form of a summary in the Group's current Internal Operating Regulations was
verified.
iii. As regards communication, exercise of rights and active dialogue with shareholders (Shareholder
engagement), it was found that the action of the Shareholder Services Department and the Corporate
Communications Unit has created a secure channel of communication with shareholders that ensures
the easier exercise of their rights and the promotion of active dialogue with them.
iv. With regard to the Remuneration Policy adopted and applied by the Company, the ability to maintain
to the maximum extent possible the correctness, appropriateness, reasonableness, fairness and
proportionality of the remuneration and other benefits paid and their alignment with profitability, the
adequacy of capital, competitiveness and sustainable growth of the Company with the primary focus on
maximising long-term economic value and the optimal defence and expansion of the Company's
interests. However, it is noted that an inconsistency was found with regard to the period of validity of
this. In particular, in point '6. Validity of the Remuneration Policy" it is stated that "This "Remuneration
Policy" shall enter into force after its approval by the Annual General Meeting of Shareholders to be held
in fiscal year 2020 and shall be valid for fiscal years 2019-2022, unless the General Meeting of
Shareholders resolves to amend it earlier."; therefore, as the term of validity of the Company's
Remuneration Policy, pursuant to Article 110 par. 2 of Law 4548/2018 cannot be extended beyond the
period of validity of the remuneration, as per Article 110(2) of Law 4548/2018.
v. As regards the deviations from the use of raised funds, it was established that no case of application
of Article 22 of Law 4706/2020 has taken place and consequently there is no object/scope for
assessment.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
96
vi. Regarding the disposal of the Company's assets in accordance with Article 23 of 4706/2020, it has
been established that no transaction falling within the above regulatory scope has taken place and
consequently there is no object/scope for assessment.
vii. Finally, as regards the Company's compliance with the Greek Corporate Governance Code (HCGC) of
the Hellenic Corporate Governance Council, it was found that the deviations from it as reflected in this
Corporate Governance Statement are accompanied by a full, specific and justified explanation,
confirming the Company's compliance with the fundamental principle of the HCGC "comply or explain".
The result of the evaluation certifies that the Company complies with the legislative and regulatory
framework governing the Corporate Governance System and adopts best practices in order to ensure
the lawful, effective and orderly operation of the system, while aiming at its continuous improvement.
PART F
΄
- ADDITIONAL INFORMATION
1.1 Introduction
Article 10 par. 1 of Directive 2004/25/
Ε
C of the European Parliament and of the Council of 21
st
April
2004, regarding public takeover bids, stipulates the following in relation to companies whose total of
securities is admitted to trading on a regulated market, according to the definition of l. 4548/2018:
“1. Member states make sure that the companies stated in article 1 paragraph 1 publish detailed
information as to the following:
(a) their capital structure, including securities that are not admitted to trading on a member state
regulated market and, as is the case, indication of the several categories of shares with the rights and
obligations associated with each category of shares and the percentage they represent on the total share
capital;
(b) all restrictions in transfer of securities, such as restrictions on the holding of securities or the obligation
to receive the approval of the company or of other holders of securities, without prejudice to article 46
of Directive 2001/34/
Ε
C;
(c) the significant, direct or indirect participations (including indirect participations through pyramid
structures or cross-shareholdings) in the sense of article 85 of Directive 2001/34/EC;
(d) the holders of any kind of securities that provide special control rights and description of these rights;
(e) the control mechanism that might be provided for in a system of employee participation, on condition
that the control rights are not directly exercised by the employees;
(f) any kind of limitations to the right to vote, such as the limitations to the rights to vote in holders of a
given percentage or number of votes, the deadlines for the exercise of the rights to vote, or systems in
which, with the company’s cooperation, the financial rights derived from securities are distinguished
from the holding of the securities;
(g) the agreements between shareholders which are known to the company and may entail limitations
in the transfer of securities and/or the rights to vote, in the sense of Directive 2001/34/
Ε
C
;
Annual Financial Statement for the Financial Period from January 1 to December 31,
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(h) the rules regarding the appointment and replacement of members of the Board as well as regarding
the amendment of the Articles of Association;
(i) the powers of the members of the Board, especially as to the possibility of issuance or repurchase of
shares;
(j) every important agreement in which the company participates and which starts to take effect, gets
amended or expires in case of change in the control of the company, following a public takeover bid and
the results of this agreement, unless if, owing to its nature, its being publicized would cause serious
damage to the company. This exception does not apply where the company is expressly obliged to
publicize similar information based on other legal requirements;
(k) every agreement the company has entered into with the members of its Board or its staff, which
provides for compensation in case of resignation or dismissal without substantial reason or if their
employment is terminated due to the public takeover bid”.
1.2
The above information is detailed in Section F of this Report.
2.3
In relation to cases c’, d’, f’, h’ and i’ of par. 1 of article 10, the Company states the following:
• as to case c’
΄
: the significant direct or indirect participations of the Company are the following:
(a)
“GLOBALSOFT DEVELOPMENT AND MARKETING OF SOFTWARE AND COMPUTING SYSTEMS
MATERIAL SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company
participates with 97.09%;
(b)
«PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD», with registered office in Cyprus, in which the
Company participates with 100%;
(c)
“COMPUTER INTERNATIONAL FRANCHISE LIMITED LIABILITY COMPANY”, with registered office in
Nea Smyrni, Attica, in which the Company participates with 50.18%;
In relation to the said Limited Liability Company it is noted that by virtue of notarial deed under number
5055/01.07.2008 of the Athens Notary Public Haricleia Serveta-Phili, it has been dissolved and is
currently under liquidation, that has not been yet concluded;
(d)
“PROFILE SOFTWARE (UK) LTD”, with registered office in the United Kingdom, in which the above
Cypriot subsidiary participates with 100%;
(e)
“PROFILE DIGITAL RECORDING, STORAGE AND RELEASE OF MINUTES OF COURT MEETINGS SOCIETE
ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company participates with 100%;
(f)
«LOGIN S.A.», with registered office in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS)
LTD participates with 99.92% and PROFILE SOFTWARE (UK) LTD with 0.08%;
(g)
“PROFILE TECHNOLOGIES COMMERCIAL AND INDUSTRIAL COMPANY SINGLE MEMBER SOCIETE
ANONYME”, with registered office in Thessaloniki, in which the Company participates with 100%;
(h)
“CENTEVO A.B.”, with registered office in Stockholm, Sweden and presence through a branch in Oslo,
Norway, in which “PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD” participates with 100%..
Annual Financial Statement for the Financial Period from January 1 to December 31,
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Furthermore, the significant direct or indirect participations in the share capital and the voting rights of
the Company pursuant to the provisions of articles 9 to 11 of l. 3556/2007 are the following:
(a)
Charalambos Stasinopoulos 6.975.184 shares and voting rights (a percentage of 28.37%)
(b)
Latover Holdings Limited (owned by Mr. Ch. Stasinopoulos): 3.543.660 shares and voting rights (a
percentage of 14.413%).
• as to case d
΄
: there are no securities of any kind (including shares), which provide special control rights.
• as to case f
΄
: there are no known restrictions to the right to vote (such as restrictions of the rights to
vote in holders of a given percentage or number of votes, deadlines for the exercise of the rights to vote,
or systems in which, with the Company’s cooperation, the financial rights derived from securities are
distinguished from the holding of securities). With regard to the exercise of the rights to vote at the
General Meeting, there is an extensive reference in Section C
΄
of the present Corporate Governance
Statement.
• as to case h
΄
: with regard to the appointment and replacement of members of the Company’s Board
of Directors as well as the issues related to the amendment of the Company’s Articles of Association,
there are no rules which differ from the provisions of l. 4548/2018, as currently in force. These rules are
described in detail in Section
Α΄
of the present Corporate Governance Statement.
• as to case i
΄
: there are no special powers of the Board of Directors or some of its members with regard
to the issuance or repurchase of shares in accordance with article 49 of l. 4548/2018. The relevant
authority and authority to the Board of Directors is always granted by virtue of a relevant decision of
the General Meeting of the Company's shareholders.
It is noted that by virtue of the relevant decision of the annual Ordinary Meeting of shareholders dated
May 12, 2022 the Board of Directors of the Company was granted the power to purchase a maximum of
1.000.0000 treasury shares (taking into account and aggregated in relation to the above limit the total
own shares already held by the Company under previous share acquisition plans, within a period of
twenty-four (24) months from the date of the above decision, ie. until 12.05.2024, and in accordance
with the terms and restrictions set out in Article 49 of Law 4548/2018, with a purchase price range of
two Euro (€2.00) per share (threshold) and twelve Euro (€12.00) per share (maximum).
During the closed financial year 2023, the Company repurchased 136,979 of its own shares, at an
average purchase price of €3.5302 per share, representing 0.56% of the Company's share capital.
At the same time, on May 23, 2023, the company sold, through a private placement, 430,000 Equity
Shares at a price of 3.45 Euros per share.
On the date of approval of this Report the Company holds 87,000 equity shares, at the average purchase
price of 3.8738 Euros per share, which constitute 0.35% of its share capital.
• Cases e
΄
, g
΄
, j
΄
and k
΄
are not applied.
Annual Financial Statement for the Financial Period from January 1 to December 31,
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PART G
΄
- SPECIAL STATEMENTS
1.1
The Board of Directors carried out during the financial year 2023 (01.01.2023-31.12.2023) an annual
review of the corporate strategy, the main business risks faced by the Company in the sector in which it
operates, as well as the internal control systems implemented by the Company and found the following:
•
the corporate strategy is properly implemented and in accordance with the planning of the
competent Directorates, in order for the Company to continue to be distinguished for the
promotion of innovative products and services, the establishment of long-term relationships of
trust and the creation of a feeling of intimacy among its partners, further developing its business
model,
•
the main areas of business and financial risk of the Company as well as the issues that may have
a significant impact on its financial statements, according to the size and complexity of its
activities are included, have been analytically reported and dealt with in the relevant Section of
the Management Report of the Board of Directors and finally
•
the internal audit is carried out in accordance with the applicable legislative and regulatory
framework in general and the principles of the Code of Ethics, and covers the main activities of
the company, in order to ascertain the adequacy of the management and organisation systems
of the audited entity, to diagnose any irregularities, errors, weaknesses and potential fraud that
may result in mismanagement and/or loss of assets and to verify the reliability of the
measurement and presentation of the financial figures that constitute the image of the
economic unit.
1.2
The Board of Directors of the Company hereby declares and confirms that the Audit Company, which
is responsible for carrying out the statutory audit of the annual and half-yearly Financial Statements
(corporate and consolidated), as well as the issuance of the annual tax certificate and the tax compliance
report, does not provide any other non-audit services to the Company and therefore has no direct or
indirect impact on the objectivity, integrity, reliability and effectiveness of the statutory audit.
PART H
΄
-
SUSTAINABLE DEVELOPMENT POLICY
1. Introduction
1.1
This Sustainable Development Policy (hereinafter referred to as ‘Policy’) has been designed and
developed by the Board of Directors of the Public Limited Company called
‘PROFILE UNLIMITED
COMMERCIAL AND INDUSTRIAL INFORMATION COMPANY’
and the distinguishing title
‘PROFILE
SYSTEMS & SOFTWARE S.A.’
(hereinafter referred to as ‘Company’ in the context of systematically
taking steps to ensure that the Company complies fully and effectively with the provisions of Law
470/2014 (GG A' 136/17.07.2020) on corporate governance, with a view to integrating sustainability
issues and environmental, social (social responsibility) and corporate governance into corporate culture
and strategy, with a view to creating a long-term value and a positive contribution to society.
Annual Financial Statement for the Financial Period from January 1 to December 31,
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1.2
"Sustainable development" is defined as a development policy aimed at meeting the economic,
social and environmental needs of society and ensuring short- and long-term prosperity in the corporate
and social environment, while achieving economic growth and environmental protection.
Sustainability is measured on the basis of non-financial indicators relating to the environment, social
responsibility and governance (ESG) and is economically significant (material) for the Company and the
collective interests of key stakeholders such as employees, customers, suppliers, local communities and
other important stakeholders.
1.3
This Policy entered into force on the basis of the Decision of the Board of Directors of the Company
on 05/12/2022, following a proposal from the Company's Regulatory Compliance Officer.
1.4
Please note that a summary of this Policy will be incorporated into the applicable Company Rules of
Procedure, in accordance with the provisions of Article 14 of l. 4706/2020 on corporate governance.
2. Policy scope
2.1
This Policy applies to the Company and other companies in the Group, including those located
abroad, the Administration, employees, associates and other interested parties.
3. Policy Purpose
3.1
This Policy reflects the company's responsibility and commitments to workers, the market, society
and the environment in terms of sustainable development. The Company has integrated the principles
of sustainable development into its business activities, its organisational structure and its overall mode
of operation, recognising that these principles are a prerequisite for its long-term development.
Care for the health and safety of workers, respect for and protection of the environment, full customer
coverage and harmonious coexistence with the local communities in which it operates are the main
themes of the sustainable development of the Company.
4. Policy Objective
4.1 Commitments of the Company
4.1.1
Sustainable development is a strategic objective and commitment of the Company and is in line
with the principles and values that it adopts and applies in the conduct of its business, which consist of
integrity, accountability, transparency, efficiency, teamwork, knowledge, continuous customer
satisfaction and innovation.
4.1.2
In this policy the Company Management is committed to:
•
the continued development of the Company and the other companies in the Group;
•
the development of the business model and the creation of long-term economic value for
shareholders and interested parties;
•
the adoption of mechanisms of interaction and understanding of stakeholders' expectations
and monitoring their effectiveness;
Annual Financial Statement for the Financial Period from January 1 to December 31,
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•
meeting the expectations of interested parties (workers, customers, suppliers, shareholders,
social bodies, business community, institutional bodies, etc.);
•
the observance and protection of the principles and values of the Company and the Group as a
whole;
•
ensuring business ethics and regulatory compliance;
•
monitoring the implementation of the internal regulations, policies, processes and guidelines
for sustainable development at all levels of activity of the Company and other companies in the
Group;
•
strengthening innovation;
•
the provision of optimal products and services, inter alia, with a view to protecting the
environment;
•
ensuring the health and safety of personnel, developing the skills and competences of workers
and providing equal opportunities, while respecting diversity;
•
to support local communities through actions to address local issues;
•
a commitment to the continuous improvement of products and services;
•
the development of strong business relationships and trust with customers and suppliers.
•
systematic monitoring of its environmental footprint.
In order to achieve these commitments, the Company and other group companies focus on the thematic
pillars of sustainable development as described below.
4.1.3
The Group systematically monitors and takes actions to improve its overall environmental
footprint. Within 2023, the renovation of the offices at 199 Syngrou Avenue was completed with a
significant reduction in electricity consumption and reduction of CO2 emissions. Specifically, electricity
consumption was reduced from 430,690/kW in 2022 to 332,864/kW in 2023. The company's fleet of
vehicles is modern thus having lower fuel consumption in lt/km. According to the scope of their activity,
the Group companies are not among those that cause a significant burden on the environment or
generate large volumes of waste or waste water.
In addition, in 2024 the company is to publish the Carbon Footprint Report in accordance with the
requirements of Article 20 of Law 4936 (Government Gazette 105A/27-5-2022).
4.2 Corporate Governance
4.2.1
The Company has developed and implemented a system of modern and good corporate
governance, which is fully and fully in line with and in line with current legislation, the Greek Corporate
Governance Code (ECJ) and best practices. In this context, the Company operates with well-defined
structures, administrative bodies, policies, procedures and regulations that contribute to greater
transparency and optimal decision-making, taking into account the interests of the parties concerned.
The Company Management has set high standards of moral behaviour and has zero tolerance in cases
of fraud, corruption, corruption, market abuse, etc.
4.2.2
The company is active for the purpose of the aid of:
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
102
•
effective governance
•
regulatory compliance;
•
effective risk management
•
optimising operational efficiency;
•
the use of modern systems;
•
the principles and values of the Company and the Group in general for the benefit of the
interests of shareholders and for the sake of accountability to interested parties and society.
4.3 Environment
4.3.1
The Company operates responsibly towards the environment and the use of natural resources. It
commits itself to taking action and to developing environmental protection initiatives and reducing its
environmental footprint by reducing energy consumption, adopting systematic recycling and waste
management practices, reducing the use of plastic and reducing transport pollutants. Environmental
protection is a matter for everyone and environmental policy is spreadacross all aspects of corporate
activity.
4.3.2
In cooperation with "SCALE", a non-profit organisation that looks after the socially weak, collects
and pushes paper for recycling, which not only contributes to environmental protection but also
provides food and housing for the homeless, who are involved in recycling and collection.
The Company is also an active supporter of "Think Before Printing", including its logo on all its electronic
communications.
4.3.3
Within the framework of the Sustainable Development Goals (SDGs), the Paris Agreement on
Climate (2015) and the European Green Agreement (2019), the monitoring of international
developments, the improvement of company environmental performance and the identification of risks
arising from climate change are key areas for strengthening company environmental policy.
4.4 Society
4.4.1
Recognising the social impact of its activity, the Company plans and implements actions aimed at
enhancing the quality of life, improving the technological skills of the community and transitioning the
country to the digital age. In cooperation with NON-GOVERNMENTAL ORGANISATIONS and other
utilities, it shall take action to strengthen the opportunities for the livelihood of disadvantaged social
groups, make donations and stand in solidarity with the actions organised to support vulnerable social
groups.
4.4.2
In this context, the Company:
•
invests in the young generation and participates in various entrepreneurship and candidate
search actions such as Regeneration, Job-Pairs, Junior Achievement GR, Alliance for Digital
Employability, with the aim of helping students and young professionals to expand their
professional aspirations and plan their next steps;
Annual Financial Statement for the Financial Period from January 1 to December 31,
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•
launched the Stackforce Coding School Fellowship Programme, offering scholarships to
technical college graduates to further enrich their planning skills, offering them the opportunity
to work alongside experienced staff;
•
supports a series of non-profit organisations providing medical care and support to less
privileged children and societies within and outside borders, such as Doctors Without Borders,
ELEFA, the Vision of Hope and the Non-profit ORGANISATION ERIC;
•
offers computer equipment to schools, as well as to children in socially disadvantaged families.
4.5 Human resources – Health and safety at work
4.5.1
One of the main priorities of the Administration is to maintain and strengthen the climate of
industrial peace and to continuously improve working conditions in order to make the most of the
productive potential of the Company and the Group. It shall ensure every day that all necessary
measures are taken and that best practices are adopted in order to comply fully and completely with
the existing provisions of labour and insurance legislation. It applies the existing labour legislation strictly
and respects the relevant provisions and provisions on child labour, human rights and the possibility of
workers being involved in trade union bodies.
4.5.2
The Administration shall not discriminate against recruitment, remuneration and promotion based
on sex, race, colour, ethnic or social origin, religion, belief, property, birth, disability, age, sexual
orientation, marital status, any membership of trade unions or any other characteristics. The only factors
to be taken into account are the training, qualification, experience, efficiency and competence of the
individual, while encouraging and recommending that all employees of the Group respect the diversity
of each employee, customer and supplier of the employee and not accept any discriminatory behaviour
in any form. Particular importance is attached to the professional development of women by providing
equal opportunities in terms of pay and career development.
4.5.3
The protection of the health and safety of both the Company and the Group as a whole is a top
priority for the Administration, which systematically monitors and controls all the risks that may arise
from this activity and takes all necessary preventive measures to prevent accidents. All employees of
the Group shall attend training seminars on occupational health and safety, and the Management shall
ensure that fire safety rules are respected and that emergency situations are met, and that fire
protection, fire fighting, portable fire fighting personnel are trained and preparedness exercises are
carried out to prevent and respond to emergencies. Finally, it supports a variety of actions to promote
the well-being and balance between workers' professional and personal lives and ensures that a climate
of mutual trust and understanding is created through appropriate channels of communication, allowing
workers to share concerns, concerns and any other matter relating to their work.
4.5.4
The success of both the Company and the Group depends on its people. The Administration shall
provide a safe and stable working environment for all workers to be motivated to be productive and
geared towards achieving the best result, to take initiatives in the interests of the company and to
manage their personal development with commitment and integrity. Through the Human Resources
Department of the Company and the other companies of the Group, the Management distinguishes the
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
104
skills of its employees and places them in positions where they will make the greatest contribution to
achieving the common goals in a dedication and team spirit and will be able to distinguish between
them.
4.6 Customers – Suppliers
4.6.1
In a rapidly changing environment, businesses need technologically advanced and reliable
software systems providing innovative solutions and safety. The Company is committed to providing a
high level of innovative, high quality products and services, ensuring the safety of its customers and
offering them at competitive prices.
It invests in research and development with a view to development,
innovation, the provision of integrated solutions, high-quality products and innovative services that
meet the needs, demands and wishes of and the most demanding customers. The aim of the Company
is to establish strong and long-term relationships of cooperation and trust with its clients and not merely
formal business transactions.
4.6.2
The Company shall ensure effective cooperation with its suppliers by clearly communicating the
terms of cooperation and assessing them on the basis of approved criteria (qualitative and quantitative)
to ensure that the selected suppliers/partners have the necessary know-how as well as the ability to
perform and deliver the contracted tasks and services. In assessing its suppliers, before and during
cooperation, the Company takes into account both financial and the adoption by them of specific
environmental, social and governance criteria in order to have a holistic picture of their sustainable
development performance. The main conditions for establishing cooperation are integrity, honesty,
transparency and the establishment of mutual trust relationships with the supplier concerned.
4.7 Other stakeholders
4.7.1
The Company is developing relations with all other interested parties in the light of trust and
honesty. Through the implementation of the procedures, regulations and policies, as well as the
principles and values that govern it, it shall promote and enhance transparency and open and two-way
communication with all stakeholders. It sets targets for the essential issues of sustainable development,
which are assessed annually as to their effectiveness and updated or revised as necessary.
5. Approval and Communication
5.1
All actions undertaken in the context of sustainable development are included in the company’s
financial statements in the context of non-financial reporting. The aim is to inform interested parties in
an integrated, transparent and effective way about the company's strategy, objectives and performance
on key issues of sustainable development.
5.2
Policy is communicated to all company staff and other group companies and is posted on the
Company's website.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
105
6. Policy Monitoring
6.1
The Governing Council assesses the adequacy, adequacy and effectiveness of this Policy, monitors
its implementation, records through its executives any identified weaknesses and shortcomings and
makes the necessary and appropriate suggestions for improvement.
6.2
The policy shall be reviewed and reviewed on an annual basis and its design and implementation
shall be amended and revised whenever appropriate, necessary, appropriate or necessary.
This Corporate Governance Declaration is an integral and specific part of the Annual Report
(Management) of the Board of Directors of the Company.
Nea Smyrni, April 10
th
, 2024
The Company’s Board of Directors
106
Independent Auditor’s Report
To the Shareholders of the company “PROFILE SYSTEMS & SOFTWARE S.A.”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of “PROFILE
SYSTEMS & SOFTWARE S.A.” (the Company), which comprise the separate and consolidated statement
of financial position as at 31 December 2023, the separate and consolidated statements of income and
other comprehensive income, changes in equity and cash flows for the year then ended, and the notes
to the financial statements comprising material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of the Company “PROFILE SYSTEMS & SOFTWARE S.A.” and its
subsidiaries (the Group) as at 31 December 2023, their financial performance and their cash flows for
the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted
by the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated
into the Greek Legislation. Our responsibilities under those standards are further described in the
“Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements”
section of our report. We are independent of the Company and its consolidated subsidiaries
throughout our appointment in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek
Legislation and the ethical requirements that are relevant to the audit of the separate and consolidated
financial statements in Greece, and we have fulfilled our other ethical responsibilities in accordance
with the requirements of the current legislation and the above-mentioned IESBA Code. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the separate and consolidated financial statements of the audited period. These matters
and the related risks of material misstatement were addressed in the context of the audit of the
separate and consolidated financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
107
Key audit matter
Addressing the audit matter
1. Recognition and Impairment of intangible
assets
At 31 December 2023 in the Annual Financial
Report, the Group presents Goodwill of
amount € 2,076 thousand and Intangible
assets of amount € 12,120 thousand.
According to the requirements of IAS 36 the
goodwill and the intangible assets with
indefinite useful life are tested for impairment
at least on an annual basis, while intangible
assets with a finite useful life are tested for
impairment whenever there are indications of
impairment.
Intangible assets acquired individually are
recognised at cost, while those acquired
through business combinations are recognised
at fair value at the date of acquisition. For an
intangible asset that does not generate
significant independent cash inflows, the
recoverable amount is determined for the
cash-generating unit to which the intangible
asset relates.
It is noted that the most significant asset
included in the item “Intangible assets” in the
Statement of Financial Position concerns
software development costs, which are
recognised at cost and have a limited useful
life.
We focused on this area both because of the
significant amount of the item in the
consolidated financial statements and because
of the estimates and assumptions used by
Management as part of the impairment
testing.
Our audit procedures regarding the recognition
and impairment of intangible assets included,
among other also the following:
•
With regard to the recognition of intangible
assets, we examined whether the recognition
criteria set out in IAS 38 "Intangible Assets"
were met.
•
We assessed Management's estimates on
whether there are indications of impairment for
intangible assets.
•
With regard to the goodwill impairment testing,
we assessed the reasonableness of the
assumptions of the valuation models (projected
cash flows, discount rates, etc.) and, more
generally, the appropriateness of the
methodology used to determine the value in
use.
•
We assessed the reliability of management's
forecasts by comparing the actual performance
against previous forecasts.
Additionally, we assessed the adequacy and
appropriateness of the disclosures in notes 3, 13
and 14 of the annual financial report.
108
Key audit matter
Addressing the audit matter
2. Recoverability of receivables
At 31 December 2023, the Group's trade
receivables amount to € 11,634 thousand. In
these balances is included a provision for
impairment amounting € 5,218 thousand.
Also, contested receivables amounting € 2,249
thousand are included in the account other
receivables.
Management assesses the recoverability of the
Group's receivables and assesses the required
impairment provision for expected credit
losses.
In order to assess the required provision for
impairment of overdue or contested
receivables, management reviews the maturity
of customers' balances and their credit history,
assesses the customer's ability to repay and
the expected time of collection and takes into
consideration the estimates of its Legal Advisor
regarding the contested receivables in general.
We consider the assessment of recoverability
of the Company’s receivables
to be one of
most significance matter, on the one hand,
because receivables are among the main
Assets items and, on the other hand, because
of the critical estimates and judgments of the
Management.
Our audit procedures regarding the recoverability
of trade receivables included, among other the
following:
•
Understanding credit control procedures and
main control for granting credit to customers.
•
Understanding the procedure in terms of
monitoring trade receivables and factors (data,
assumptions and technical considerations) that
are taken into account for assessing the
provision for impairment.
•
We assessed that the methodology applied by
Management is consistent with the provisions
of IFRS 9.
•
Examination of lawyers' reply letters, on
matters they handle, for identifying any matters
indicating trade receivables balances that are
not recoverable in the future.
Receiving confirmation letters from third parties
for a representative sample of trade receivables
and performance of procedures after the date
of the financial statements for receipts of year-
end receivable balances.
•
Assessment of the adequacy and
appropriateness of the disclosures in notes 3,
17 and 18 of the annual financial report.
109
Other information
Management is responsible for the other information. The other information comprises the
information included in the Board of Directors’ Report for which reference is made to the “Report on
other Legal and Regulatory Requirements”, to the Statements of the Members of the Board of
Directors, but does not include the financial statements and the auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the separate and consolidated financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the separate and
consolidated financial statements
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with IFRSs, as adopted by the European Union, and for such internal
control as management determines is necessary to enable the preparation of separate and
consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the separate and consolidated financial statements, management is responsible for
assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company and the Group or to cease operations, or has no
realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the
Company’s and the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated
into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
separate and consolidated financial statements.
110
As part of an audit in accordance with ISAs as incorporated into the Greek Legislation, we exercise
professional judgement and maintain professional skepticism throughout the audit. We also:
●
Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
●
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
●
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
●
Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in the auditor’s report to the related disclosures in the separate and consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of the auditor’s report. However, future
events or conditions may cause the Company and the Group to cease to continue as a going
concern.
●
Evaluate the overall presentation, structure and content of the separate and consolidated
financial statements, including the disclosures, and whether the separate and consolidated
financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
●
Obtain sufficient and appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the separate and
consolidated financial statements. We are responsible for the direction, supervision and
performance of the company and of its subsidiaries audit. We remain solely responsible for our
audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
111
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the separate and consolidated financial statements of
the audited period and are therefore the key audit matters.
Report on other Legal and Regulatory Requirements
1.
Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of
Directors’ Report and the Corporate Governance Statement included in this report, according to the
provisions of paragraph 5 of article 2 of L. 4336/2015 (part B’), we note that:
a) The Board of Directors’ Report includes the corporate governance statement that provides the
information defined under article 152 of L. 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable
legal requirements of the articles 150 and 153 and the paragraph 1 (cases c’ and d’) of the article
152 of L. 4548/2018 and its content corresponds with the accompanying financial statements for
the year ended 31.12.2023.
c)
Based on the knowledge we obtained during our audit of the company “PROFILE SYSTEMS &
SOFTWARE S.A.” and its environment, we have not identified any material misstatements in the
Board of Directors’ Report.
2. Additional Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent
with our Additional Report to the Company’s Audit Committee referred to in article 11 of
European Union (EU) Regulation 537/2014.
3. Provision of non-audit services
We have not provided to the Company and its subsidiaries the prohibited non-audit services referred
to in article 5 of EU Regulation 537/2014 or other permitted non-audit services.
4. Auditor’s Appointment
We were appointed for the first time as Certified Auditors Accountants of the Company by the dated
30 June 2006 decision of the annual ordinary general meeting of shareholders. Since then our
appointment has been continuously renewed for a total period of 18 years based on the annual
decisions taken by its ordinary general meeting of shareholders.
112
5. Operating Regulation
The Company has an Operating Regulation in accordance with the content provided by the provisions
of article 14 of L. 4706/2020.
6. Assurance Report on the European Single Electronic Reporting Format
We examined the digital files of the company “PROFILE SYSTEMS & SOFTWARE S.A.” (hereinafter
Company and/or Group), which were prepared according to the European Single Electronic Format
(ESEF) defined by the European Commission Delegated Regulation (EU) 2019/815, as amended by the
Regulation (EU) 2020/1989 (hereinafter ESEF Regulation), and which comprise the separate and
consolidated financial statements of the Company and the Group for the year ended 31 December
2023, in XHTML format (21380051TUVZ3KYK5G44-2023-12-31-el), as well as the provided XBRL file
(21380051TUVZ3KYK5G44-2023-12-31-el.zip) with the appropriate tag, on the above-mentioned
consolidated financial statements including the other explanatory information (Notes to the financial
statements).
Regulatory framework
The digital files of the European Single Electronic Format are prepared in accordance with the ESEF
Regulation and the European Commission Interpretative Communication 2020/C 379/01 of the 10
th
November 2020, as provided by L. 3556/2007 and the relevant announcements of the Hellenic Capital
Market Commission and the Athens Stock Exchange (hereinafter “ESEF Regulatory Framework”). In
brief, this Framework includes, among other, the following requirements:
-
All annual financial reports should be prepared in XH
TΜL format.
-
Regarding the consolidated financial statements under International Financial Reporting Standards,
the financial information included in the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity and the Statement of Cash Flows as well as
the financial information included in the other explanatory information, should be tagged with XBRL
‘tags’ (XBRL ‘tags’ and ‘block tag’), in accordance with ESEF Taxonomy, as applicable. The technical
standards for ESEF, including the relevant taxonomy, are set out in the ESEF Regulatory Technical
Standards
.
The requirements set out in the applicable ESEF Regulatory Framework are appropriate criteria for
expressing a conclusion that provides reasonable assurance.
113
Responsibilities of management and those charged with governance
Management is responsible for the preparation and presentation of the separate and consolidated
financial statements of the Company and the Group, for the year ended 31 December 2023, in
accordance with the requirements set out in the ESEF Regulatory Framework, and for such internal
control as management determines is necessary to enable the preparation of digital files that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to plan and carry out this assurance engagement, in accordance with the Decision
No. 214/4/11-02-2022 of the B. of D. of the Hellenic Accounting and Auditing Standards Oversight
Board (HAASOB) and the “Guidelines in relation to the Independent Auditors’ work and assurance
report on the European Single Electronic Reporting Format for issuers whose securities are admitted
to trading on a regulated market in Greece”, as issued by the Institute of Certified Public Accountants
of Greece (SOEL) at 14/02/2022 (hereinafter “ESEF Guidelines"), in order to obtain reasonable
assurance about whether the separate and consolidated financial statements of the Company and the
Group prepared by management in accordance with ESEF comply in all material respects with the ESEF
Regulatory Framework in force.
Our work was carried out in accordance with the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek Legislation
and also we have fulfilled the ethical and independence requirements, in accordance with L. 4449/2017
and Regulation (EU) No. 537/2014.
The assurance engagement we performed is limited to the items included in the ESEF Guidelines and
was performed in accordance with the International Standard on Assurance Engagements (ISAE) 3000,
“Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”.
Reasonable assurance is a high level of assurance, but is not a guarantee that this engagement will
always detect a material misstatement regarding non-compliance with the requirements of the ESEF
Regulatory Framework.
Conclusion
Based on the work performed and the evidence obtained, we conclude that the separate and
consolidated financial statements of the Company and the Group, for the year ended 31 December
2023 (21380051TUVZ3KYK5G44-2023-12-31-el), in XHTML file format, as well as the provided XBRL file
(21380051TUVZ3KYK5G44-2023-12-31-el.zip) with the appropriate tag, on the aforementioned
consolidated financial statements including the other explanatory information, have been prepared,
in all material respects, in accordance with the requirements of the ESEF Regulatory Framework.
114
Athens, 11 April 2024
Efstratios N. Andreadakis
Certified Public Accountant Auditor
Institute of CPA (SOEL) Reg. No. 47921
SOL S.A.
Member of Crowe Global
3, Fok. Negri Str., 112 57 Athens, Greece
Institute of CPA (SOEL) Reg. No. 125
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
115
ANNUAL FINANCIAL STATEMENTS OF THE YEAR 2023
STATEMENT OF FINANCIAL POSITION
NOTE
GROUP
COMPANY
ASSETS
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Non-current assets
Tangible assets
12
4,890,180
4,425,246
Right-of-use assets
31
125,352
-
Goodwill
13
-
-
Intangible assets
14
2,078,626
1,667,796
Investments in subsidiaries
15
6,967,025
7,261,834
Other non-current assets
4,658,245
3,408,245
Deferred tax assets
10
169,683
211,040
Total
18,889,111
16,974,161
Current assets
Inventories
16
912,421
66,943
Trade receivables
17
7,028,403
1,804,916
Other receivables
18
8,610,444
7,117,580
Prepayments
18
767,382
655,955
Short term investments
19
2,790,405
2,825,469
Cash and cash equivalents
20
1,742,345
3,203,155
Total
21,851,400
15,674,018
TOTAL ASSETS
40,740,511
32,648,179
LIABILITIES
Equity
Share capital
21
5,654,883
5,606,893
Share premium
21
2,830,467
2,701,104
Treasury shares
22
(313,622 )
(1,167,098 )
(312,525)
(1,166,001)
Reserves
23
13,991,395
12,166,129
Retained earnings
1,261,145
1,127,688
Equity attributable to owners
23,425,365
20,435,813
Non-controlling interests
(109,226 )
(108,396 )
-
-
Total
23,425,365
20,435,813
Non-current liabilities
Long-term borrowings
24
571,430
2,142,857
Provision for employees’ indemnities
25
119,256
144,000
Grants
27
5,119
-
Other non-current liabilities
3,500
3,500
Lease liabilities
31
88,800
-
Deferred tax liability
10
-
-
Other Provisions
35,000
35,000
Total
823,105
2,325,357
Current liabilities
Short -term borrowings
24
4,331,013
3,282,745
Trade payables
28
2,355,223
1,240,715
Other payables
29
7,730,766
4,494,448
Lease liabilities
31
40,383
-
Social Security and other tax liabilities
1,304,095
558,213
Income tax payable
730,561
310,888
Total
16,492,041
9,887,009
TOTAL EQUITY AND LIABILITIES
40,740,511
32,648,179
The accompanying notes are an integral part of the annual consolidated financial statements.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
116
STATEMENT OF COMPREHENSIVE INCOME
GROUP
COMPANY
NOTE
01.01.2023-
31.12.2023
01.01.2022-
31.12.2022
01.01.2023-
31.12.2023
01.01.2022-
31.12.2022
Revenue
6
17,488,529
10,738,687
Less: Cost of sales
8
(15,520,654 )
(13,315,539 )
(10,113,779)
(7,131,549)
Gross profit
7,374,750
3,607,138
Other operating income
8
701,345
604,513
Selling and distribution expenses
8
(3,997,982 )
(3,417,390 )
(2,412,764)
(1,988,070)
General and administrative expenses
8
(2,482,599 )
(2,287,910 )
(1,664,343)
(1,535,355)
Research and Development expenses
8
(2,668,070 )
(2,663,375 )
(1,166,886)
(1,123,532)
Other expenses
8
(989,632 )
(388,423 )
(652,751)
(307,956)
Operating profit
2,179,351
(743,262)
Financial income / (expenses)
9
(237,397 )
(329,146 )
(275,266)
54,264
Income from participating interests
1,450,000
2,850,000
Profit before tax
3,354,085
2,161,002
Income tax
10
(1,282,302 )
(560,259 )
(733,219)
31,165
Profit after tax (A)
2,620,866
2,192,167
Net profit (after tax) from discontinued operations (B)
-
1,089,419
Minority rights
(761 )
-
-
Net Profit After Tax attributable to Shareholders of the
Parent Company (continuing operations)
2,620,866
2,192,167
Net Profit after tax attributable to Shareholders of the Parent
Company (discontinued operations)
-
1,089,419
Other comprehensive income
Items that are not be reclassified to profit or loss in
subsequent periods
Currency translation adjustment
(206,037 )
(191,180 )
-
-
Remeasurement gain/(loss) of employees’ indemnities
provision
(19,168 )
(56,242 )
(15,974)
(57,390)
Income tax on other comprehensive income not reclassified
3,514
12,626
Other comprehensive income, net of taxes (C)
(220,988 )
(235,049 )
(12,460)
(44,764)
Total comprehensive income after tax (Α+Β+C)
2,608,406
3,236,822
Equity holders of the parent company
-
-
Minority rights
(830 )
-
-
Basic earnings per share from continuing operations
11
0.1075
0.0920
Basic earnings per share from discontinued operations
11
-
0,0458
Diluted earnings per share from continuing operations
11
0.1061
0.0907
Diluted earnings per share from discontinued operations
11
-
0.0451
The accompanying notes are an integral part of the annual consolidated financial statements.
Annual Financial Statement for the Financial Period from January 1 to December 31, 2023 (Amounts in EUR)
117
STATEMENT OF CHANGES IN EQUITY
GROUP
Share
capital
Share
premium
Treasury
shares
Legal
reserve
Other
reserves
Greek
legislation
reserves
Retained
earnings
Non-
controlling
interests
Total
Total equity beginning balance 01.01.2022
(143,145 )
(110,627 )
Profit /(loss) for the year
Other comprehensive income, net of taxes
(235,028 )
(21 )
(235,049 )
Total comprehensive income net of taxes
Acquisition of treasury shares (note 22)
(1,023,953 )
(1,023,953 )
Decrease of Share Capital from demerger
of shares (note 21)
(120,139 )
Share capital increase (note 21)
Profit distribution
(823,951 )
(769,999 )
Reserve from issue of stock
Intercompany dividends
(2,850,000 )
Total equity ending balance 31.12.2022
(1,167,098 )
(108,396 )
Profit /(loss) for the year
(761 )
Other comprehensive income, net of taxes
(220,919 )
(69 )
(220,988 )
Total comprehensive income net of
taxes
(830 )
Acquisition of treasury shares (note 22)
(483,561 )
(483,561 )
Selling of treasury shares (note 22)
Share capital increase (note 21)
Profit distribution
(1,150,435 )
(975,111 )
Reserve from issue of stock
Intercompany dividends
(1,450,000 )
Total equity ending balance 31.12.2023
(313,622 )
(109,226 )
The accompanying notes are an integral part of the annual consolidated financial statements.
Annual Financial Statement for the Financial Period from January 1 to December 31, 2023 (Amounts in EUR)
118
STATEMENT OF CHANGES IN EQUITY
COMPANY
Share capital
Share
premium
Treasury
shares
Legal
reserve
Other
reserves
Greek
legislation
reserves
Retained
earnings
Non-
controlling
interests
Total equity beginning balance 01.01.2022
5,646,540
2,484,127
(142,048)
752,683
5,573,289
2,519,458
1,554,571
18,388,620
Profit /(loss) for the year
-
-
-
-
-
-
3,281,586
3,281,586
Other comprehensive income, net of taxes
-
-
-
-
-
-
(44,764)
(44,764)
Total comprehensive income net of taxes
-
-
-
-
-
-
3,236,822
3,236,822
Acquisition of treasury shares (note 22)
-
-
(1,023,953)
-
-
-
-
(1,023,953)
Selling of treasury shares (note 21)
(120,139)
-
-
-
-
120,139
-
-
Share capital increase (note 21)
80,492
216,977
-
-
-
-
-
297,469
Profit distribution
-
-
-
43,706
-
-
(813,705)
(769,999)
Reserve from issue of stock
-
-
-
-
306,854
-
-
306,854
Intercompany dividends
-
-
-
-
2,850,000
-
(2,850,000)
-
Total equity ending balance 31.12.2022
5,606,893
2,701,104
(1,166,001)
796,389
8,730,143
2,639,597
1,127,688
20,435,813
Profit /(loss) for the year
-
-
-
-
-
-
2,620,866
2,620,866
Other comprehensive income, net of taxes
-
-
-
-
-
-
(12,460)
(12,460)
Total comprehensive income net of taxes
-
-
-
-
-
-
2,608,406
2,608,406
Acquisition of treasury shares (note 22)
-
-
(483,561)
-
-
-
-
(483,561)
Selling of treasury shares (note 22)
-
-
1,337,037
-
-
-
114,241
1,451,278
Share capital increase (note 21)
47,990
129,363
-
-
-
-
-
177,353
Profit distribution
-
-
-
164,079
-
-
(1,139,190)
(975,111)
Reserve from issue of stock
-
-
-
-
211,187
-
-
211,187
Intercompany dividends
-
-
-
-
1,450,000
-
(1,450,000)
-
Total equity ending balance 31.12.2023
5,654,883
2,830,467
(312,525)
960,468
10,391,330
2,639,597
1,261,145
23,425,365
The accompanying notes are an integral part of the annual consolidated financial statements.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
119
STATEMENT OF CASH FLOWS
GROUP
COMPANY
01.01.2023-
31.12.2023
01.01.2022-
31.12.2022
01.01.2023-
31.12.2023
01.01.2022-
31.12.2022
Cash flows from operating activities
Profit before income tax
3,354,085
2,161,002
Profit before income tax
-
1,396,691
Adjustments for:
Depreciation and Amortization
846,706
776,940
Provisions
692,613
333,883
Reserve from issue of stock options
211,187
306,854
Non-cash items (income) / expenses
(134,576 )
(30,888 )
(127,964)
-
Investing activities (gains) / losses
(55,858 )
(1,542,768 )
(1,431,875)
(4,405,616)
Foreign Exchange (gains) / losses
(338,245 )
14,616
(25,908)
Financial expenses
247,649
108,350
Operating profit before working capital changes
3,807,019
652,196
(Increase)/Decrease in:
Inventories
(826,614 )
(8,403 )
(845,478)
(8,404)
Receivables
(8,029,023 )
(3,747,795 )
(7,030,099)
(3,190,209)
(Increase)/Decrease in:
Liabilities (except bank loans)
5,082,703
812,649
Paid Employees indemnities
(97,558 )
(148,528 )
(92,592)
(80,595)
Paid Financial expenses
(753,332 )
(418,184 )
(450,494)
(217,174)
Paid Taxes
(637,567 )
(343,741 )
(346,018)
(234,863)
Total cash inflows / (outflows) from Operating activities (a)
125,041
(2,266,400)
Investment activities
Purchase of securities
(2,263,721 )
(1,883,441 )
(1,007,509)
(875,141)
Purchase of Tangible & Intangible fixed assets
(4,005,280 )
(4,389,725 )
(1,686,309)
(1,256,946)
Interest received
-
2,158,905
Dividends received
(1,250,000)
(2,000,000)
Proceeds from disposal of subsidiaries
150,004
65,991
Proceeds from Short term Investments in securities
1,450,000
2,866,113
Total cash inflows / (outflows) from Investing activities (b)
1,024,448
516,639
Financing activities
(4,458,306 )
(2,910,174 )
(1,319,366)
1,475,561
Share Capital Increase
Acquisition of treasury shares
177,353
297,469
Proceeds from borrowings
(1,023,953 )
999,939
(1,023,953)
Repayments of lease liabilities
-
500,000
Dividends paid
(337,744 )
(373,407 )
(32,330)
-
Grants
(975,110 )
(770,000 )
(975,110)
(770,000)
Repayments of borrowings
149,708
88,510
Return on capital
(571,428 )
(785,714 )
(571,428)
(785,714)
Total cash inflows / (outflows) from Financing activities (c)
(557,282 )
(1,986,095 )
(251,868)
(1,693,688)
Net increase / (decrease) in Cash & equivalents for the period (a) + (b)
+ (c)
(2,960,184 )
(2,351,878 )
(1,446,193)
(2,484,527)
Cash & equivalents at the beginning of the period
3,203,155
5,661,775
Exchange gains / (losses)
(104,387 )
(14,617)
25,907
Cash & equivalents at the end of the period
1,742,345
3,203,155
The accompanying notes are an integral part of the annual consolidated financial statements
Annual Financial Statement for the Financial Period from January 1 to December 31,
2022 (Amounts in EUR)
120
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION ON THE COMPANY AND THE GROUP
The Company “
PROFILE SYSTEMS & SOFTWARE S.A.
” with the distinctive name “PROFILE SYSTEMS &
SOFTWARE” (hereafter referred to as the ‘‘Company’’, or the ‘‘Parent’’, or “Profile”) and its subsidiaries
(hereafter jointly referred to as the ‘‘Group’’) have principal activities, in accordance with article 3 of its
Articles of Incorporation, in the manufacturing and marketing of software and PCs, providing data
office is at 199 Syngrou Avenue, Nea Smyrni
and has 105 employees at 31.12.2023, while the Group has
193 employees in total.
The Company’s shares are traded on the Athens Stock Exchange. The annual financial statements of the
Company and the Group for the year ended December 31, 2023 have been approved by the Board of
Directors April 10, 2024.
2.
BASIS OF PREPARATION OF THE
ANNUAL FINANCIAL STATEMENTS
2.1 Basis of preparation of the financial statements
The consolidated financial statements for the year ended December 31, 2023 have been prepared in
accordance with International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (“IASB”), as endorsed by the European Union (“EU”), and present the
financial position, results of operations and cash flows of the Group on a going concern basis and the
accrual principle. Management has concluded that the going concern basis of preparation of the
accounts is appropriate. The consolidated financial statements have been prepared in accordance with
the historical cost basis except for the financial instruments which are measured at fair value through
profit and loss.
The preparation of financial statements, in accordance with IFRS, requires the use of certain critical
accounting estimates and assumptions. It also requires management to exercise its judgment in the
process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements are disclosed in Note 2.4 “Significant accounting estimates and judgements”. Estimates and
judgements are continuously evaluated and are based on historical experience and other factors,
including expectations of future events as assessed to be reasonable under normal circumstances.
2.2 Group structure and basis of consolidation
The attached Group financial statements comprise the financial statements of the Parent Company in
addition to the consolidated financial statements of the Group and its subsidiaries on which Profile has
the ability to exercise control. All subsidiaries (companies in which the Group has direct or indirect
ownership of 50% or more voting interest or has the power to control the Board of the investees) have
been consolidated.
At each reporting period, the Group reassesses whether it exercises effective control over the
investments, in case there are events and circumstances indicating a change in effective control’s
indications. Subsidiaries are consolidated from the date on which effective control is transferred to the
Group and cease to be consolidated from the date on which control is transferred out of the Group.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
company using consistent accounting policies.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
121
Gain or losses of subsidiaries, along with other comprehensive income, are attributed to the non-
controlling interest even if that results in a deficit balance.
All intra-group balances transactions and unrealized gains and losses resulting from intra-group
transactions are eliminated in full in the consolidated financial statements. Where necessary, accounting
policies for subsidiaries have been revised to ensure consistency with the policies adopted by the Group.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
Derecognizes the assets (including goodwill) and liabilities of the subsidiary;
Derecognizes the carrying amount of any non-controlling interest;
Recognizes the fair value of any investment retained;
Recognizes any surplus or deficit in profit or loss;
Reclassifies the parents’ share of components previously recognized in other comprehensive income
to profit and loss.
Investments in subsidiaries in the separate financial statements are accounted for at cost less any
accumulated impairment.
The following table shows the subsidiaries included in the consolidation together with the relative Group
participation rates as well as the activity of each subsidiary.
Name of Company
Headquarter
Country
Activity
% Group
Participation
Relationship
Type of
Consolidation
GLOBAL SOFT SA
Greece
IT Company
97.09%
Direct
Total
COMPUTER
INTERNATIONAL
FRANCHISE LTD
Greece
IT Seminars
50.18%
Direct
Total
PROFILE
SYSTEMS
&
SOFTWARE
(CYPRUS)
LTD
Cyprus
IT Company
100.00%
Direct
Total
PROFILE
SOFTWARE
(UK) LTD
**
United
Kingdom
IT Company
100.00%
Indirect
Total
PROFILE DIGITAL S.A.
Greece
IT Company
100.00%
Direct
Total
LOGIN S.A.*
France
IT Company
100.00%
Indirect
Total
PROFILE
TECHNOLOGIES
COMMERCAIL
AND
INDUSTRIAL COMPANY
SINGLE MEMBER S.A.
Greece
IT Company
100.00%
Direct
Total
CENTEVO AB***
Sweden
IT Company
100.00%
Indirect
Total
* The indirect participation in LOGIN SA is at 100% through the participation of the subsidiaries Profile C
Υ
(99.92%) and Profile
U
Κ
(0.08%).
** Participation in PROFILE SOFTWARE (UK) LTD is 100% through the participation of subsidiary PROFILE SYSTEMS & SOFTWARE
(CYPRUS) LTD.
*** Participation in CENTEVO AB is 100% through the participation of subsidiary PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
122
2.3 Foreign Currency
a) Functional currency and presentation currency
The Group’s consolidated financial statements are presented in Euro (“EUR”), which is also the parent
company’s functional currency since 1 January 2002.
b) Foreign currency transactions
Transactions in foreign currencies are translated at Euro based on the exchange rates prevailing at the
dates of the transactions. Claims and liabilities denominated in a foreign currency at the date of
preparation of the financial statements are adjusted to reflect the exchange rates at the date of
preparation. Gains and losses arising from such transactions (and from the translation of assets and
liabilities denominated in a foreign currency) are recognized in the income statement except when they
are included in equity as recognized cash flow hedges.
c) Subsidiaries of the Group
The translation of the financial statements of the Group companies that have a different functional
currency from the Parent company is as follows:
1.1
Assets and liabilities are translated at the exchange rates effective at the balance sheet date.
2.1
Equity funds are converted using the exchange rates that existed at the date they were created.
3.1
Revenues and expenses are translated at the average exchange rates of the reporting period.
Foreign currency difference are recognized in the equity reserve and transferred to the profit and loss
statement together with sale transactions. Goodwill and fair value adjustments arising from the
acquisition of foreign operations are translated using the effective exchange rates as at the balance
sheet date.
2.4
Significant Accounting Estimates and Judgements:
The preparation of financial statements, in accordance with IFRS, requires management to make
judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, as well as, revenue and expenses as of the reporting
period. Actual results may differ from those estimates.
The Group makes accounting estimates, assumptions and judgments in order to apply the most
appropriate accounting principles in relation to the future development of events and transactions.
These estimates, assumptions and judgments are periodically reviewed to reflect current data and
reflect current risks and are based on management's previous experience of the level / volume of related
transactions or events. The key estimates and judgments that refer to data the evolution of which could
affect the items of the financial statements in the next 12 months are as follows:
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
123
(a)
Income tax
According to IAS 12, income tax provisions are based on estimations as to the taxes that shall be paid to
the tax authorities and include the current income tax for each fiscal year, the provision for additional
taxes which may arise from future tax audits and the recognition of future tax benefits (Note 9). The
final clearance of income taxes may be different from the relevant amounts which are included in these
financial statements.
(b)
Deferred tax assets
:
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilized. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognized, based upon the likely
timing and level of estimated future taxable profits together with future tax planning strategies.
(c) Provision for doubtful receivables:
The Company’s Management periodically reassesses the adequacy of the provision for doubtful
receivables in relation to its credit policy and taking into account the legal advisor's information that
arises from the processing of historical data and recent or/and anticipated developments in the affairs
managed, as well as its assessment/judgement on the effect of other factors on the collectability of
these receivables. The Group’s doubtful receivables are assessed by the Management on a case by case.
With respect to non-doubtful trade receivables, the Group applies the simplified approach of IFRS 9 and
calculates the expected credit losses over the life of the receivables. To this end, it uses a table to
measure the projections in a way that reflects past experience and forecasts of the future financial
situation of customers and the economic environment. At each balance sheet date, the historical
percentages used, and the estimates of the future financial situation are updated. The correlation
between the historical data, the future financial situation and the expected credit losses includes
significant estimates. The amount of expected credit losses depends to a large extent on changes in the
conditions and forecasts of the future financial situation.
(d) Internally produced intangible assets:
Development costs associated with internally generated intangible assets are capitalized in accordance
with the Company's accounting policies. The initial capitalization of costs is based on management's
judgment that future economic benefits will flow to the Company from the use of internally generated
intangible assets.
(e) Impairment testing on goodwill and intangible assets:
The Group assesses whether there is impairment of goodwill and intangible assets at least once a year
(or when there are indications of a change in value) and examines the events or conditions that render
the possibility of impairment, such as a significant adverse change in the business environment or a
decision to sell or dispose a unit or segment (Note 12). If there is evidence of impairment, the
recoverable amount (which is the greater of the fair value less costs to sell and the value in use) of the
respective cash-generating unit in which the goodwill has been allocated is calculated. Value in use is
estimated using the method of discounted cash flow. In applying this methodology, account is taken of
historical operating results, future corporate plans, economic extensions as well as market data
(statistical and not) that are estimated by the Management. If the recoverable amount is lower than the
carrying amount, then the carrying amount needs to be reduced to the recoverable amount and such
difference is recognized to the statement of Profit and Loss.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
124
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The main accounting policies applied in the preparation of the consolidated financial statements and
the separate financial statements of the parent are set out below.
o
Tangible assets
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated
impairment losses. Repairs and maintenance costs are expensed as incurred. Significant improvements
are capitalized to the cost of the related asset if such improvements increase the life of the asset,
increase its production capacity or improve its efficiency. The cost and related accumulated depreciation
of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain
or loss is included in the statement of Profit and Loss. Profit and losses arising from the write-off of
assets are included in the statement of Profit and Loss this asset is written-off. The land is not
depreciated. Depreciation is calculated using the straight-line method over its estimated useful lives, as
follows:
Tangible assets
Years
Buildings
36
Cars
5-10
Equipment
4-5
The residual values and useful lives of tangible assets are reviewed in each annual balance sheet. When
the carrying values of tangible assets exceed their recoverable amount, differences (impairment) are
recognized as expense in the profit or loss statement.
o
Intangible assets
Goodwill
Goodwill represents the difference between the cost of acquisition and the fair value of the Group's
share of the net assets of the subsidiary at the acquisition date. Goodwill on the acquisition of
subsidiaries is included in intangible assets. At the end of each period, the Group carries out an analysis
of the assessment of the recoverability of the carrying amount of goodwill. If the carrying amount
exceeds the recoverable amount, a provision for devaluation is immediately formed. The gain or loss on
the sale of a company includes the book value of the goodwill associated with the company sold.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
125
Intangible assets
The software programs concern the cost of purchasing or self-production, software such as payroll,
materials, services, and any expense incurred in developing software in order to put it into operation.
Costs that enhance or extend the performance of software programs beyond their original specifications
are recognized as capital expenditure and added to the original cost of the software. The cost of
acquiring and developing software recognized as intangible assets is depreciated using the straight-line
method over its useful life (5-6 years).
The expenditures for software development which are controlled by the Group, are recognized as
intangible assets when the Group can demonstrate:
1.
The technical feasibility of completing the intangible asset so that the asset will be available for use
or sale;
2.
Its intention to complete the intangible asset in order to use it or sell it;
3.
Its ability to use it or sell it;
4.
How the asset will generate future economic benefits;
5.
The availability of resources to complete the asset; and
6.
The ability to measure reliably the expenditure during development.
The other intangible assets are initially recognized during the date of acquisition and they are carried at
cost less any accumulated amortization throughout their useful life (6-8 years).
o
Impairment of Non-Current Assets
Apart from goodwill, which is tested for impairment on an annual basis, the carrying values of other
non-current assets are examined at each balance sheet date and reviewed for impairment whenever
events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever
the carrying value of an asset exceeds its recoverable amount an impairment loss is recognized in the
statement of Profit and Loss. The recoverable amount is measured as the higher of fair value less cost
to sell and value in use.
Fair value less cost is the amount for which the asset could be exchanged in an arm’s length transaction
between knowledgeable, willing parties, after deducting any direct incremental selling costs, while value
in use is the present value of estimated future cash flows expected to arise from continuing use of the
asset and from its disposal at the end of its useful life.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows. Impairment losses which were accounted for in prior years are
reversed only when there is sufficient evidence that the assumptions used in determining the
recoverable amount have changed. In these circumstances, the related reversal is recognized as income.
The carrying amount of a non-current asset after the reversal of the impairment loss, cannot exceed the
carrying amount of the asset, if the impairment loss had not been recognized. Probable impairment of
goodwill is not reversed.
o
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the
weighted average cost method. It does not include borrowing costs. Net realizable value is the estimated
selling price in the ordinary course of business, less estimated costs of completion and estimated costs
necessary to make the sale, where applicable.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
126
o
Financial assets-Initial recognition and measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Initial Recognition and Measurement
The Group and the Company classifies the Financial assets in the below categories:
Financial assets measured at fair value through profit or loss (please see note 18. Short-term
Investments and note 31. Fair Value Measurement);
Financial assets designated at fair value through OCI; and
Financial assets measured at amortized cost.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them.
The Group and the Company initially measures a financial asset at its fair value plus, in the case of a
financial asset not at a fair value through profit or loss, transaction costs. The transaction costs of
financial assets measured at fair value through profit or loss. Trade receivables are initially measured at
the transaction price.
Under IFRS 9, debt financial instruments are subsequently measured at amortized cost, fair value
through other comprehensive income (OCI) or fair value through profit or loss. The classification is based
on two criteria: a) the business model for managing the assets and b) whether the instruments’
contractual cash flows represent “solely payments of principal and interest” on the principal amount
outstanding (the ‘SPPI criterion’).
The classification and measurement of the Group’s and the Company’s debt financial assets are, as
follows:
a) Financial assets at fair value through profit or loss.
Financial assets at fair value through profit or loss include financial assets held for trading, financial
assets designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value.
Financial assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing them in the near future.
Financial assets with cash flows that are not solely payments of principal and interest are classified and
measured at fair value through profit or loss, irrespective of the business model.
(b) Financial assets at amortized cost
The Group measures financial assets at amortized cost if both of the following conditions are met: a)
The financial asset is held within a business, model with the objective to hold financial assets in order to
collect contractual cash flows and b) the contractual terms of the financial asset give rise on specific
dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at amortized cost are subsequently measured using the effective (EIR) method and are
subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
127
(c) Financial assets at fair value through OCI
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under IAS 32
“Financial Instruments: Presentation” and are not held for trading. The classification is determined on
an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized
as other income in the statement of profit or loss when the right of payment has been established,
except when the Group benefits from such proceeds as a recovery of part of the cost of the financial
asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through
OCI are not subject to impairment assessment.
o
Derecognition and impairment
Derecognition
A financial asset is primarily derecognized when:
• The rights to receive cash flows from the asset have expired, or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-
through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the
asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the
extent of its continuing involvement. In that case, the Group also recognizes an associated liability. The
transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.
Impairment
The Group and the Company recognize impairment losses for expected credit losses for all financial
assets other than those measured at fair value through profit or losses.
For trade receivables, the Group and the Company applies a simplified approach in calculating ECLs
based on lifetime ECLs at each reporting date.
For other financial assets, the ECL is based on the 12-month ECL. The 12-month ECL is the portion of
lifetime ECLs that results from default events on a financial instrument that are possible within 12
months after the reporting date. However, when there has been a significant increase in credit risk since
origination, the allowance will be based on the lifetime ECL.
o
Loans and borrowings
Loans are initially recognized at their fair value, less any direct expense arising from the transaction.
Subsequently, they are measured at amortized cost based on the effective interest rate method.
Profit or loss is recognised in the profit and loss account either through the depreciation procedure or
when the related liabilities are written off.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
128
o
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortized cost
using the effective interest method, less provision for impairment.
Trade receivables include bills of exchange and promissory notes from customers.
For trade receivables which are not in default, the Group applies the simplified approach, in accordance
with IFRS 9 and calculates ECLs based on lifetime expected credit losses. The Group has established a
provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-
looking factors specific to the debtors and the economic environment. On the other hand, trade
receivables in default are assessed on a case by case basis. The amount of the provision is recognized in
the statement of Profit and Loss and is included in “Selling and distribution expenses”.
o
Cash and cash equivalents
The Group considers time deposits and other highly liquid investments with original maturity of three
months or less, to be cash equivalents. For the purpose of the cash flow statement, cash and cash
equivalents consist of cash at hand and in banks and of cash and cash equivalents as defined above.
o
Leases
Company as lessee
The company recognizes a right-of-use asset and a lease liability at the beginning of the lease. The right-
of-use is initially measured at cost, which includes the amount of the initial recognition of the lease
liability, any lease payments that were performed at the beginning or before the start of the lease minus
any optional lease motives received, any initial direct costs and the assessment of the obligation for
eventual costs for the recovery of the right-of-use asset.
After the initial recognition, the right-of-use is measured at the acquisition value minus the accumulated
depreciation and any impairment losses, adjusted to the potential revaluation of the lease liability.
The right-of-use is depreciated on a straight line basis until the end of the lease period, unless the lease
contract provides for a transfer of ownership to the company at the end of the lease period of the asset
in question. In such case, the right-of-use is depreciated during the useful life of the asset. In addition,
the right-of-use is assesed for impairment losses, if any, and is adjusted accordingly in the case of
revaluation of the lease liability.
The lease liability at the initial recognition consists of the present value of the remaining future
payments. The company in order to discount the remaining future payments uses the interest rate
implicit in the lease and if that rate cannot be readily determined, the incremental borrowing rate is
used.
The lease payments that are included in the measurement of the lease liability include the following:
- fixed payments,
- variable payments depending on an index or an interest rate,
- amounts that are expected to be paid based on the guarantees of residual values,
- the exercise price that the company expects to apply and penalties for contract termination, if at the
definition of the lease duration, the exercise of the termination right from the company has been
considered.
After the commencement of the lease, the liability is reduced by the lease payments, increased by the
financial expense and reassessed for any revaluations or modifications of the lease.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
129
A reassessment is performed when there is a modification in the future lease payments that can be
derived from the modification of an index or if there is a modification in the company’s assessment for
the amount expected to be paid for the guarantee of a residual value, modification in the lease duration
and modification in the assessment of the exercise of the call option of the asset in question, if any.
When the lease liability is readjusted, a respective readjustment is performed on the accounting value
of the right-of-use or it’s included in the results when the accounting value is reduced to null.
In accordance to the policy that the company opted to use, the right-of-use is recognised in a separate
line in the financial statements under the title “Right-of-use assets” and the lease liability separate from
the other liabilities under the account “Long-term lease liabilities” and “Short-term lease liabilities”. In
the cases where the company is a sub-lessor in an operating lease, the right-of-use that relates to the
main contract is included in the category “Property investments”.
The company opted to use the exception provided under IFRS 16 and not to recognise right-of-use and
lease liability for leases that their duration does not exceed 12 months or for leases in which the asset
is of low value (value less than € 5.000 when new).
Company as lessor
i. Finance leases: In the case of finace lease in which the company acts as lessor, the total amount of the
lease under the respective contract, is recorded under the category of loans and trade receivables. The
difference between the present value (net investment) of the lease and the total amount of the lease,
is recognised as a deferred interest and is recorded as a reduction of the receivable. The lease receipts
reduce the total lease receivable, while the financial income is recognised under the effective basis. The
lease receivables are assessed for impairment, as per IFRS 9.
ii. Operating leases: In the case of operating lease, the company records the leased asset as part of the
company’s assets, depreciating it based on its useful life. The lease amounts that relate to the use of the
leased asset, are recognised as other income, under the effective basis.
When the company is a middle lessor, it asseses the sublease category through the right-of-use of the
main lease, meaning that the company compares the terms of the main lease with the terms of the
sublease. On the contrary, if the main lease is a short-term lease on which the company applies the
exception described above, then it records the sublease as an operating lease. In such case, the company
recognises the lease amounts related to the sublease of the asset, as other income, under the effective
basis.
o
Income Taxes (Current and Deferred)
Current and deferred income taxes are computed based on the separate financial statements of each of
the entities included in the consolidated financial statements, in accordance with the tax rules in force
in
Greece
or other tax jurisdictions in which entities operate.
Income tax expense consists of income taxes for the current year based on each entity’s profits as
adjusted in its tax returns, additional income taxes resulting from the audits of the tax authorities and
deferred income taxes, using substantively enacted tax rates.
Deferred income taxes are provided using the liability method for all temporary differences arising
between the tax base of assets and liabilities and their carrying values for financial reporting purposes.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
130
Deferred income tax liabilities are recognized for all taxable temporary differences:
Except where the deferred income tax liability arises from goodwill amortization or the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interest in joint ventures, except where the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences and the carry-forward of unused tax losses can be
utilized.
Except where the deferred income tax asset relating to the deductible temporary differences arises
from the initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interest in joint ventures, except where the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future and there will be available taxable profit which will be used against temporary
differences
Deferred tax assets are reviewed at each financial position date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the financial position date.
o
Staff Retirement Indemnities
Staff retirement obligations are calculated at the present value of the future retirement benefits
deemed to have accrued, based on the employees earning retirement benefit rights steadily throughout
the working period. The reserve for retirement obligations is calculated based on financial and actuarial
assumptions and are determined using the projected unit credit actuarial valuation method (Project
United Credit Method). Actuarial gains and losses are now recognized in other comprehensive income
(OCI) and permanently excluded from profit and loss; expected returns on plan assets are no longer
recognized in profit or loss, instead, there is a requirement to recognize interest on the net defined
benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined
benefit obligation, and; unvested past service costs are now recognized in profit or loss at the earlier of
when the amendment occurs or when the related restructuring or termination costs are recognized.
o
Provisions and Contingencies
Provisions are recognized when the Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources embodying economic benefits will be required
to settle this obligation and a reliable estimate of the amount of the obligation can be made.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
131
Provisions are reviewed at each statement of financial position date and adjusted to reflect the present
value of the expenditure expected to be required to settle the obligation. When the effect of time value
of money is material, provisions are determined by discounting the expected future cash flows at a pre-
tax rate that reflects current market assessments of the time value of money and, where appropriate
the risks specific to the liability.
Contingent liabilities are not recognized in the financial statements but are disclosed unless the
possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not
recognized in the financial statements but are disclosed when an inflow of economic benefits is
probable.
o
Government grants
Government grants, which are related to the subsidization of tangible fixed assets, are recognized when
there is reasonable assurance that the grant will be received, and all attaching conditions will be
complied with. Grants relating to assets are recognized as deferred income and amortized in accordance
with the useful life of the related asset. When the grant relates to an expense item, it is recognized as
income over the periods necessary to match the grant on a systematic basis to the costs that it is
intended to compensate.
o
Revenue Recognition
Revenue is defined as the amount that an economic entity expects to receive in return for the goods or
services that has transferred to a customer, except the amounts that are received on behalf of third
parties (VAT, other sales taxes, etc.). An economic entity recognizes revenues when (or as) it satisfies
the obligation of a contract execution, by transferring the promised goods or services to the customer.
The customer takes over the control of the good or the service, if he/she has the ability to direct the use
and assume all the benefits from this good or service. The control is transferred during a period or at a
single point in time. The revenue from the sale of goods is recognised when the control of the good is
transferred to the customer, usually at its delivery, and there is no unfulfilled obligation that could
influence the acceptance of the good from the customer. The revenue from the provision of services is
recognised in the accounting period in which the services are provided and is allocated according to the
nature of the provided services, using either output methods, or input methods. The trade receivable is
recognised when there is an unconditional right for the economic entity to receive the return for the
provided contracted services towards the customer. The contracted asset is recognised when the group
(or the company) has satisfied its obligations towards the customer, before the customer pays or before
the payment is due, for example when the goods or services are transferred to the customer before the
company’s (or the group’s) right for the issuance of an invoice. The contractual liability is recognised
when the group (or the company) receives an amount from the customer (prepayment) or when it
maintains a right on an amount which is deffered income, before the execution of the contractual
obligations and the transfer of the goods or services. The contractual liability is derecognized when the
contractual obligations are executed and the revenue is recorded in the financial statements.
The revenue from operating leases is recognised in the results through the fixed method during the lease
period.
The revenue from interest is recognised with the use of the real interest rate. When there is an
impairment of the loans or receivables, their accounting value is reduced to their recoverable value
which is the present value of the expected future cash flows discounted with the initial real interest rate.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
132
Consequently, revenue from interest is accounted with the same interest rate (initial real rate) on the
impaired (new book) value.
The revenue from dividend is recognised in the financial statements when their receipt right has been
established.
o
Borrowing Costs
Borrowing costs are recognized as expense in the period in which they are incurred.
o
Dividend distribution
The distribution of dividends to the parent's shareholders is recognized as a liability in the financial
statements when the distribution is approved by the Shareholders' Ordinary General Meeting.
o
Fair value measurement
The Group measures financial instruments at fair value through profit or loss at fair value at each balance
sheet date (please see note 18 “Short term investments” and note 31 “Fair Value Measurement”).
The fair value of an asset is the value considered to be received for the sale of an asset or paid for the
settlement of a liability in a normal transaction and in the open market at the valuation date. Fair value
measurement is based on the assumption that the transaction of the sale of the asset or the transfer of
the liability occurs either:
(1)
In the primary market for the asset or liability, or
(2)
In the absence of a main market, in the most advantageous market for the asset or liability.
The main or most advantageous market should be accessible to the Group. The fair value of an asset or
liability is measured on the basis of all assumptions that market participants use in the valuation of an
asset or liability, provided that the market participants act on their financial interest.
Measuring the fair value of a non-financial asset takes into account the ability of market participants to
generate economic benefits from the use of the asset in its highest and best use or sale to another
market participant that will use the asset for higher and better use. The Group uses valuation techniques
that are appropriate to the circumstances and for which sufficient data are available to measure fair
value by maximizing the use of relevant observable inputs and minimizing the use of non-observable
inputs.
All assets and liabilities for which the fair value was measured or disclosed in the financial statements
are classified within the fair value hierarchy as follows:
Level 1 - Observed / Listed (unadjusted) market prices in active markets for similar assets or liabilities.
Level 2 - Valuation techniques for which inputs that are relevant to fair value measurement, except for
official stock prices included in Level 1, are directly or indirectly observable.
Level 3 - Valuation techniques for which inputs that are relevant to measuring fair value are not
observable.
For the assets and liabilities recognized in the financial statements, the Group determines on a regular
basis whether transfers have occurred between the levels of the hierarchy at the end of each reporting
period.
For the purpose of fair value disclosures, the Group determines the categories of assets and liabilities
based on the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
133
o
Segment reporting
A business segment is defined as a group of assets and functions which provide products and services
that are subject to different risks and returns than those of other business segments. A geographic
segment is defined as a geographical area, where products and services are provided, and which is
subject to different risks and returns from other areas.
4.
ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL
REPORTING STANDARDS
The accounting policies adopted are consistent with those adopted in the previous fiscal year, except
for the following standards which the Group adopted on January 1, 2023.
New standards, amendments to existing standards and interpretations have been issued that are
mandatory for the annual reporting periods beginning on or after 1 January 2023.
Where not otherwise stated, the amendments and interpretations applicable for the first time in the
year 2023 have no impact on the (consolidated) financial statements of the Group (the Company). The
Group (the Company) did not adopt premature standards, interpretations or amendments issued by the
International Accounting Standards Board (I.A.S.B.) and adopted by the European Union but which have
no mandatory application in 2023.
Standards and Interpretations mandatory for the current financial year 2023
•
IFRS 17 Insurance contracts
On 18 May 2017, the International Accounting Standards Board (IASB) issued the IFRS 17, which
along with the amendments issued on 25 June 2020, replaces the existing standard IFRS 4.
IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosures
of insurance contracts with the objective of providing a more uniform valuation and presentation
approach for all insurance contracts.
IFRS 17 requires the measurement of insurance contract liabilities to be made not at historical cost
but at the present value by way consistent also with the use of:
•
unbiased, probability-weighted estimate of the present value of the future cash flows based
on updated assumptions,
•
discount rates that reflect the characteristics of the cash flows of the insurance contracts,
and
•
estimates about the financial and non-financial risks that arise from the issue of insurance
contracts.
The new standard is effective for annual periods beginning on or after 1 January 2023.
•
IFRS 17 Insurance contracts (Amendment) – “Initial application of IFRS 17 and IFRS 9 - Comparative
information”
On 9 December 2021, the International Accounting Standards Board issued a limited purpose
amendment to the requirements for transition to IFRS 17, in order to smooth the accounting
mismatches that arise in the comparative information between insurance contract liabilities and the
related financial assets on initial application of IFRS 17 and therefore improve the usefulness of the
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
134
comparative information for users of financial statements. It allows the presentation of comparative
information on financial assets in a way that is more consistent with IFRS 9.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023.
•
IAS 12 Income taxes (Amendment)
-
“Deferred tax related to assets and liabilities arising from a
single transaction”
On 7 May 2021, the International Accounting Standards Board issued an amendment to IAS 12 by
which it narrowed the scope of the recognition exemption whereby entities in certain circumstances
were exempted from the obligation to recognise deferred tax at the time of initial recognition of the
underlying asset or liability. The amendment clarifies that this exemption does not apply to
transactions in which equal amounts of taxable and deductible temporary differences arise on initial
recognition, such as leases for lessees and restoration obligations.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023.
•
IAS 1 Presentation of financial statements and IFRS Practice Statement 2: Disclosures on
accounting policies (Amendments)
On 12 February 2021, the International Accounting Standards Board issued an amendment to IAS 1
specifying that:
-
The definition of accounting policies is given in paragraph 5 of IAS 8.
-
An entity should disclose the significant accounting policies. Accounting policies are material if,
when considered together with other information included in the financial statements, it can
reasonably influence decisions that the primary users make on the basis of those financial
statements.
-
Accounting policies for non-significant transactions are considered non-significant and should not
be disclosed. Accounting policies, however, may be significant depending on the nature of some
transactions even if the amounts involved are not significant. Accounting policies related to
significant transactions and events are not always significant in their entirety.
-
Accounting policies are significant when users of financial statements need them in order to
understand other significant information in the financial statements.
-
The information on how an entity has implemented an accounting policy is more useful to users
of financial statements than standard information or summary of IFRS provisions.
-
In case the entity chooses to include non-significant information on accounting policies, such
information should not interfere with significant information on accounting policies.
In addition, guidance and illustrative examples are added to Practice Statement 2 to help companies
apply the concept of materiality in making decisions about accounting policy disclosures.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023.
•
IAS 8 Accounting policies, changes in accounting estimates and errors (Amendment) - “Definition
of Accounting estimates”
On 12 February 2021, the International Accounting Standards Board issued an amendment to IAS 8
which:
-
Defined accounting estimates as monetary amounts in financial statements that are subject to
measurement uncertainty.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
135
-
Clarified that an accounting policy may require the items in the financial statements to be
measured in such a way as to create uncertainty. In this case, the entity shall develop an
accounting estimate. The development of accounting estimates includes the use of crises and
assumptions.
-
When developing accounting estimates, an entity uses valuation techniques and data.
-
An entity may be required to change its accounting estimates. This fact by its very nature is not
related to previous years nor is it an error correction. Changes in valuation data or techniques
constitute changes in accounting estimates unless they are related to error correction.
The amendment is effective for annual reporting periods beginning on or after 1 January 2023.
•
IAS 12 Income Taxes (Amendment)
-
“International tax reform
- Pillar Two Model rules”
In March 2022, the OECD released technical guidance on its 15% global minimum tax agreed as the
second “pillar” of a project to address the tax challenges arising from digitalisation of the economy.
This guidance elaborates on the application and operation of the Global Anti-Base Erosion (GloBE)
Rules agreed and released in December 2021 which lay out a co-ordinated system to ensure that
multinational enterprises with revenues above €750 million pay tax of at least 15% on the income
arising in each of the jurisdictions in which they operate.
The International Accounting Standards Board (IASB) issued amendments to IAS 12 with respect to
the International Tax Reform on 23 May 2023. The amendments provide a temporary exception
from the recognition and disclosure of information about deferred tax assets and liabilities related
to the OECD pillar two income taxes, as well as the provision of disclosures by affected entities on
their exposure to income taxes arising from pillar two legislation.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023.
Standards and Interpretations mandatory for subsequent periods that have not been earlier applied
by the Company (and/or the Group) and have been adopted by the E.U.:
The amendments below are not expected to have a material impact on the financial statements of the
Company (and/or the Group) unless otherwise stated.
•
IAS 1 Presentation of financial statements (Amendment) - “Classification of Liabilities as Current
or Non-Current”
On 23 January 2020, the International Accounting Standards Board issued an amendment to IAS 1
regarding the classification of liabilities as current and non-current. The amendment affects only the
presentation of liabilities in the statement of financial position. The amendment specifies that the
classification of liabilities should be based on existing rights at the end of the reporting period. The
amendment also clarified that Management's expectations for events expected to occur after the
balance sheet date should not be taken into account and clarified the circumstances that constitute
a settlement of the liability. On 15 July 2020, the International Accounting Standards Board extended
the mandatory application date of the standard by one year, taking into account the impact of the
pandemic.
The amendments are effective for reporting periods beginning on or after 1 January 2024.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
136
•
IAS 1 Presentation of financial statements (Amendment) - “Non-current Liabilities with
covenants”
On 31 October 2022, the International Accounting Standards Board issued an amendment to IAS 1
Presentation of Financial Statements regarding the classification of non-current liabilities with
covenants.
The amendments to IAS 1 specify that covenants to be complied with after the reporting date do
not affect the classification of debt as current or non-current at the reporting date. Instead, the
amendments require an entity to disclose information about these covenants in the notes to the
financial statements.
The amendment is effective for reporting periods beginning on or after 1 January 2024.
•
IFRS 16 Leases (Amendment) - “Lease liability in a sale and leaseback”
On 22 September 2022, the International Accounting Standards Board issued amendments to IFRS
16 regarding the subsequent measurement of lease liabilities arising from sale and leaseback
contracts with variable payments that do not depend on an index or rate.
The amendment is effective for reporting periods beginning on or after 1 January 2024.
Standards and Interpretations mandatory for subsequent periods that have not been earlier applied
by the Company (and/or the Group) and have not been adopted by the E.U.
The amendments below are not expected to have a material impact on the financial statements of the
Company (and/or the Group) unless otherwise stated.
•
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures (Amendments) –
“Supplier Finance Arrangements”
On 25 May 2023, the International Accounting Standards Board issued amendments to IAS 7 and
IFRS 7 to add disclosure requirements and “guidance” within existing disclosure requirements with
the objective that entities provide qualitative and quantitative information about supplier financing
arrangements (reverse factoring).
The amendments are effective for reporting periods beginning on or after 1 January 2024.
•
IAS 21 The effects of changes in foreign exchange rates (Amendment)
–
“Lack of Exchangeability”
On 15 August 2023, the International Accounting Standards Board (IASB) issued amendments that:
- Specified when a currency is exchangeable into another currency and when it is not. A currency is
exchangeable when an entity is able to exchange that currency for the other currency through
markets or exchange mechanisms that create enforceable rights and obligations without undue
delay at the measurement date and for a specified purpose·
-Specified how an entity determines the exchange rate to apply when a currency is not
exchangeable. In particular, when a currency is not exchangeable at the measurement date, an
entity estimates the spot exchange rate as the rate that would have applied to an orderly transaction
between market participants at the measurement date and that would faithfully reflect the
economic conditions prevailing·
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
137
- Requires the disclosure of additional information when a currency is not exchangeable. In
particular, when a currency is not exchangeable the entity discloses information that would enable
users of its financial statements to evaluate how a currency’s lack of exchangeability affects, or is
expected to affect, its financial performance, financial position and cash flows.
The amendment is effective for reporting periods beginning on or after 1 January 2025
.
5. FINANCIAL RISK MANAGEMENT
The Company and the Group operate, as is known, in a highly competitive and particularly demanding
international environment, which is changing swiftly and rapidly. During the last years, the Company
and the Group, systematically and with a specific development plan, try to strengthen its extroversion
with steady and safe steps, not single meaningly, but in the geographical areas that are of strategic
interest, with emphasis on cutting-edge technologies and continuous technological upgrade of the
products and solutions it provides, while at the same time developing new activities and promoting its
entry into new markets, in order to further strengthen its competitiveness. At the same time, it monitors
the developments in the domestic market.
Its specialized know-how, its many years of experience and presence in the field, its organization and
the intense activity of all its executives, its wide renown in combination with the study, development
and marketing of new products, but also the continuous improvement and upgrading of the existing
ones, with emphasis on the quality and the ability of immediate satisfaction of demand but also of the
changing needs of the final customers, as well as the creation of strong infrastructures and the
infiltration of new markets, help the Company and the Group remain competitive, notwithstanding the
inherent problems facing the sector, which problems have intensified especially during the financial
crisis.
The Group's positive financial situation and its significant quality and product differentiation, combined
with the continuous development and upgrading of its products, as well as the Group's expansion into
new geographical markets, are the main supplies it has to minimize the negative consequences from the
unprecedented health crisis of the last three (3) years, but also the recent energy crisis as a result of the
Russian invasion of Ukraine and its consequent geopolitical and financial instability. In any case, the
Management systematically monitors and evaluates the development of the above events and their
impact on financial results, given that their development cannot be predicted with certainty. Therefore,
depending on the intensity and the duration of the phenomena part of the broad customer base
addressed by the Group may be led to a suspension of investment plans and the postponement of
modernization programs.
The usual financial and other risks to which the Group is exposed and which the Group is likely to face
during the financial year 2023 are the following:
a.
Risk of reduction in demand due to the general recession
Although this specific risk is of a limited extent owing to the special software categories developed and
marketed by the Group, nevertheless, to avoid the reduction of demand due to the greater financial
situation prevailing in the Greek market, the Group develops a large and wide range of products in
different categories, addressing the international market in order to counterbalance possible losses in
specific market branches. The development and evolution of software products is based on the
uninterrupted everyday monitoring and research of the market and new technologies, so that on
entering new markets it may balance possible losses.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
138
However, in view of the latest negative conditions due to the unprecedented health crisis in the global
economy and market and which are inevitably expected to affect the Company's activity, too, (as, based
on the forecasts of international houses, the whole world economy will experience recession conditions
during 2020), the said risk is considered real and quite significant. For this reason, special emphasis is
placed on strengthening the extroversion of the Company and expanding the International presence of
the Group, as the geographical dispersion of the group’s activities acts as hedging to the recessionary
environment.
b.
Risk of increased competition by imported businesses
This risk is always real and appreciable in the area where the Group operates, especially if we consider
the fact that barriers to entry are not so strong in this area, as most of the technical terms used to
implement and complete information systems and software product configuration are widespread,
which allows foreign companies to penetrate the market with relative ease, taking advantage of
comparative advantages, especially in terms of sizes.
The Company having now consolidated its extroverted orientation, confronts this risk with emphasis on
the design and development of quality and modular products, on the systematic and targeted
improvement, upgrade and adaptability of the products already marketed by it, on the representation
of strong and world-renowned houses, on establishing long-term, trusting relationships with its
customer base and on the expansion of its activities abroad. This risk is timeless and in that sense it is
dealt with by the Management of the Company and the Group, always placing special emphasis in the
field of quality and product differentiation and in general, in providing to customers high level services,
while at the same time, by systematic reinforcement of extroversion, it upgrades its role and presence
in the international market, a fact which renders it more resilient in confronting this risk. In addition, the
constant increase in the global market size partially abates the effects of competition, so that the activity
that takes place outside Greece, which constitutes a strategic orientation for the Company in recent
years, compensates for the unavoidable losses in the Greek market.
c.
Risk of technological developments
The technological developments affect to a high degree the competitiveness of companies operating in
the field of information technology. Companies that operate in the IT industry must be constantly aware
of possible differentiations and developments in existing technology and make the necessary
investments to ensure a high level of technology.
Based on the above, and for the greatest possible reduction of the risk of technological developments,
the Group:
Develops products in particularly efficient and internationally recognized platforms,
Moves to continuous training and education of the staff in technological matters, in cooperation
with internationally recognized bodies in the field of high technology,
Offers innovative applications, corresponding to the complex needs and demands of the market.
For the above reasons, this specific risk is assessed as real but in any case as absolutely manageable at
this particular period of time.
d.
Credit risk
The Management of the Company and the Group, on the basis of its internal principles of operation,
ensures that the sales of goods and services take place towards customers of high credit reliability and
lending capacity. Owing to the expansion of the activities of the Company and the Group abroad, the
said risk is real in relation to customers originating from other countries (especially from countries of
Africa, Asia and N. America) for whom the efficient check of their creditworthiness and reliability, is not
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
139
always easy. For this reason the Company and the Group constantly develop and evolve internal
mechanisms of operation (regarding the process of negotiations, contracts and project management),
with the view to more completely addressing the specific danger.Within the said context and the
assessment methods available to the Group, it has not faced so far any possible risks of significant size,
for which no adequate provision has been formed. Therefore, the said risk, although real in view of the
greater negative economic climate, it is assessed today as controllable.
However, if there is a
deterioration of the conditions for the development of economic activity in the coming months, this risk
may affect the results of the Company
For a better understanding and presentation of the above, we display the following tables:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Receivables from customers and
other trade receivables
11,634,042
5,831,082
7,028,403
1,804,916
Other receivables
9,700,306
7,933,088
8,610,444
7,117,580
Other financial assets
174,404
174,588
4,658,245
3,408,245
Short term investments
4,887,098
3,998,177
2,790,405
2,825,469
Cash & cash equivalents
7,319,937
10,155,828
1,742,345
3,203,155
Total
33,715,787
28,092,763
24,829,842
18,359,365
Trade receivables analysis
GROUP
COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Not due
10,372,838
4,629,874
6,673,127
1,386,195
Past due balances
8,728,323
8,329,183
7,134,064
7,158,268
Balance
19,101,161
12,959,057
13,807,191
8,544,463
Formed impairment provision
(5,218,049)
(4,572,214)
(4,529,718)
(4,183,786)
Fair value of trade receivables
13,883,112
8,386,843
9,277,473
4,360,677
The account "Other Receivables" includes an amount of € 2,249 thousand, which concerns two disputed
claims maintained by the Company from bodies of the wider Public Sector. Although these specific
receivables have not yet become final and enforceable, they have been adjudicated at first instance with
a favorable outcome for the Company, and as regards the progress of the proceedings before the
Appellate Court, they are in a judicial expert opinion, which is difficult to complete due to objective
factors (in particular a long time has elapsed since the implementation of the projects in question).
Despite the fact that the above cases have not become final, the Company considers the above interest-
bearing claims to be reasonable, well-founded and recoverable, On the one hand, the evidence of
execution and delivery exists, in accordance with the requirements and specifications of the equipment
and services imposed by the contractual texts,
On the other hand, the parties continue to be actively
active in their fields of operation, and there is therefore no reasonable indication that the value of those
claims may be diluted or that they will not be able to recover them once final judgment has been issued
.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
140
e. Liquidity risk
The Management attaches particular importance to the management of the specific risk, its monitoring
by carrying out a monthly and quarterly forecast, the continuous monitoring of cash flows and the
continuous evaluation and reassessment of the strategy associated with its consistent and effective
management.
Within this framework and on the basis of currently existing data, this risk is assessed as controlled and
manageable. However, the deterioration of the economic conditions of the world market and the
reversal of forecasts for expected economic growth, combined with the prevailing conditions of
uncertainty and insecurity, may affect, to a controlled extent, the liquidity of the Company and the
Group.
In notes 24, 28 and 29 of the annual financial statements, there is a table showing the Group's loans and
other liabilities. It should be noted that the undiscounted contractual cashflows are in line with the
current value of loans and other commitments. The tables below summarize the Group’s loans and other
financial liabilities:
GROUP 31.12.2023
Contractual
Cash Flows
1-3
months
3-12
months
1-5 years
Accounting
Liabilities
Loans
6,184,383
2,285,714
285,714
3,571,850
6,143,278
Trade and other creditors
14,951,918
9,354,801
4,730,856
866,261
14,951,918
Subtotal: Cash liabilities
21,136,301
11,640,515
5,016,570
4,438,111
21,095,196
plus:
Grants Received
221,119
-
-
221,119
221,119
Deferred income
1,817,675
1,013,209
804,466
-
1,817,675
Provision for staff retirement
indemnities and for unaudited
fiscal years taxes
775,127
-
-
775,127
775,127
Subtotal: Non-Cash liabilities
2,813,921
1,013,209
804,466
996,246
2,813,921
Total liabilities
23,950,222
12,653,724
5,821,036
5,434,357
23,909,117
GROUP 31.12.2022
Contractual
Cash Flows
1-3
months
3-12
months
1-5 years
Accounting
Liabilities
Loans
6,694,034
1,327,793
285,714
5,050,902
6,664,409
Trade and other creditors
9,480,037
5,841,096
2,666,948
971,992
9,480,036
Subtotal: Cash liabilities
16,174,071
7,168,889
2,952,662
6,022,894
16,144,445
plus:
Grants Received
216,000
4,416
13,247
198,337
216,000
Deferred income
2,124,530
1,018,602
962,952
142,976
2,124,530
Provision for staff retirement
indemnities
and
for
unaudited fiscal years taxes
814,978
-
-
814,978
814,978
Subtotal: Non-Cash liabilities
3,155,508
1,023,018
976,199
1,156,291
3,155,508
Total liabilities
19,329,579
8,191,907
3,928,861
7,179,185
19,299,953
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
141
Loans are simple bilateral loans (not bonds, convertible, etc.) of floating interest rates with a total
borrowing cost for the closing financial year of 5.57%, which is considered and is actually the market
interest rate. Borrowing costs are expected to fluctuate lower than the current one
year 2024 due to the estimated gradual de-escalation of the EURIBOR. The cost of borrowing
expected to be offset as the group maintains strong cash reserves, which are positively affected by rising
interest rates internationally. Long-term loans have a maturity of (4) years and a grace period of 12
months.
f. Exchange risk
The Group operates internationally and is therefore at risk of exchange rates arising mainly from the US
Dollar and the British Pound. This type of risk mainly results from commercial transactions in foreign
currency as well as from net investment in economic entities abroad. The Management of the Company
constantly monitors the foreign exchange risks that may arise and evaluates any need to take relevant
measures; however, at the present time, the uncertainty prevailing in the global financial environment
and the fluctuation of exchange rates render the aforementioned risk real and capable of affecting the
results and performance of the Group during the current fiscal year.
g. Interest rate risk
The risk of interest rates for the Company is currently considered to be manageable, since the Company
has a limited and in any case controlled exposure to bank lending. The Group's policy is to maintain the
total amount of borrowing at variable interest rates and to intervene correctively, whenever necessary,
and at the same time to avoid, to the extent permitted by business activity in general, exposure to
further lending.
The Group's limited exposure to debt capital is the essential hedge against interest rate risk. It is noted
that the Group's cash reserves and cash equivalents exceed all bank loans.
h. Risks from climate change
The term 'Climate change' means global climate change due to human activities and caused mainly by
an increase in the concentration of greenhouse gases in the atmosphere.
The Company, recognizing both the risks associated with the phenomenon of climate change and its
obligations in relation to the need to continuously improve its environmental performance, follows a
path of sustainable development and carries out its activities in a way that ensures the protection of the
environment.
To address the risks of climate change, the Company promotes and implements a policy that focuses on
the following axes:
design of an emergency plan for the management and reaction to extreme natural phenomena on
the premises of the Group's companies;
assessment of the impact of the Company's activities on the environment, recording and evaluating
potential risks, taking the necessary preventive measures, carrying out regular checks to confirm
implementation and assessing the effectiveness of the measures;
replacement of energy-intensive equipment with new, lower energy requirements;
continuous monitoring of energy consumption and taking measures to further reduce it;
raising awareness and informing the Company's employees about energy saving issues;
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
142
continuous information, training and awareness of staff, in a manner adapted to the tasks and needs
of each employee in order to promote an environmentally responsible culture;
motivation of the Company's partners in environmental protection and strengthening their
environmental awareness.
i. Risks from current developments in Ukraine and Israel
Given that the Group does not have a presence in Russia, Ukraine, and Israel through a subsidiary, there
does not appear to be any immediate risk in terms of both the operational production or safety of the
Group's employees. Additionally, there does not appear to be any immediate impact on the Group's
turnover, as there are no implementations in these countries.
However, given the extroversion of the Group, the negative impact of the ongoing war conflict on world
economic activity, the continuous price increases in raw materials, interest rates and energy prices,
supply chain delays and strong inflationary pressures, Management is monitored on a continuous and
systematic basis the developments that are changing at a rapid pace in order to ensure the
uninterrupted operation of both the Company and the Group.
j. Risks from the energy crisis
The persistence of the energy crisis may result in a further increase in the Group's operating expenses
but also reduce the demand for the Group's products and services depending on the duration and
intensity of the phenomenon. In any case, the Group's Management closely monitors developments on
a daily basis, while evaluating and taking the measures deemed appropriate
6. SEGMENT REPORTING
For administrative purposes, the Group is organized into business centers and business units. The
Group's activities are in two business areas, the ones of financial solutions and business solutions.
The results of the Group's segments are analyzed as follows:
01.01-31.12.2023
Financial
Solutions
Business
Solutions
Total
Sales
24,593,155
9,336,846
33,930,001
Less: Intercompany
(3,831,582)
-
(3,831,582)
Sales to third parties
20,761,573
9,336,846
30,098,419
Gross profit
12,733,857
1,843,908
14,577,765
Other income
932,479
Operating costs (disposal, administration and
research)
(9,148,651)
Other operating expenses
(989,632)
Operating result
5,371,961
Financial income / (cost)
(237,397)
Profit before tax
5,134,564
Income taxes
(1,282,302)
Results after taxes
3,852,262
Non-controlling interests
(761)
Net Results after Tax attributable to the
Shareholders of the Parent Company
3,853,023
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
143
31.12.2023
Financial
Solutions
Business
Solutions
Unallocated
Total
Amounts
Intangible assets
14,195,893
20
-
14,195,913
Tangible assets
-
10,408
4,964,290
4,974,698
Other assets
15,750,001
17,381,415
3,492,541
36,623,957
Total liabilities
(4,361,195)
(8,132,036)
(11,415,886)
(23,909,117)
Net asset value
25,584,699
9,259,807
(2,959,055)
31,885,451
01.01-31.12.2022
Financial
Solutions
Business
Solutions
Total
Sales
23,236,553
7,684,481
30,921,034
Less: Intercompany
(3,622,924)
(2,262,889)
(5,885,813)
Sales to third parties
19,613,629
5,421,592
25,035,221
Gross profit
10,891,683
827,999
11,719,682
Other income
1,193,169
Operating costs (disposal, administration and
research)
(8,368,675)
Other operating expenses
(388,423)
Operating result
4,155,753
Financial income / (cost)
(329,146)
Profit before tax
3,826,607
Income taxes
(560,259)
Results after taxes
3,266,348
Non-controlling interests
2,252
Net Results after Tax attributable to the
Shareholders of the Parent Company
3,264,096
31.12.2022
Financial
Solutions
Business
Solutions
Unallocated
Total Amounts
Intangible assets
12,517,777
20
-
12,517,797
Tangible assets
-
10,408
4,538,036
4,548,444
Other assets
13,713,528
9,125,210
7,268,004
30,106,742
Total liabilities
(5,092,212)
(3,850,075)
(10,357,665)
(19,299,952)
Net asset value
21,139,093
5,285,563
1,448,375
27,873,031
Given the increase in activity in the field of business solutions for public sector projects, it is reasonable
that the Group's dependence on customers from the wider public sector is increasing. The business
solutions sector includes projects that either have secured funding from the public budget or are
included in the Growth and Resilience Fund. In this context, the risk of precariousness is considered
extremely low. For the other customers, there is no issue of dependency, as each individually is below
the level of 10% of the Group's total sales. This enhances the diversity of the Group's customer base and
reduces the risk of material dependence on any single customer.
The Company has chosen to organize its entity according to the categories of products and services. In
particular, in the case of the Company, there are two main categories, that of the solutions addressed
to the financial sector (such as Finuevo Core, Finuevo Digital, RiskAvert, IMSplus, Axia, Acumen
net
) and
solutions addressed to public (mainly ad hoc projects such as digitalization of court minutes) and private
organizations.
The Company has chosen to organize its entity by product categories as above rather than
geographically, as it does not consider it representative because "research and development" that is an
important factor for the Company is not geographically related, and also results per geographic area are
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
144
likely to be affected from short-term reasons and thus not provide reliable information. For example, a
new customer in a particular geography is billed with licenses that do not repeat next year, although the
same customer is retained the following year and priced with maintenance contracts, which are lower
in value than licenses.
However, for the sake of fuller disclosure to the investing public, it is disclosed that 70% of the Group's
Financial Division's revenues came from non-domestic customers, while all of the Business Division's
revenues came from domestic customers.
7. DISCONTINUED OPERATIONS
Below are presented the results of the discontinued operations for Group and Company, concerning the
sale of the Business Unit of Ticketing and Customs Management which took place on June 14th 2022.
01.01.2022-
31.12.2022
Sales
329,467
Cost of goods sold
(311,272)
Gross profit
18,195
Administrative expenses
(45,020)
Distribution expenses
(39,297)
Research expenses
(16,144)
Operating result
(82,266)
Financial income/(cost)
-
Result before tax
(Α)
(82,266)
Attributable income tax
(Α)
18,099
PLUS
Profit from sales
(Β)
1,478,957
Attributable income tax
(Β)
(325,371)
Total result before tax (Α+Β
)
1,396,691
Less : Total attributable tax (Α+Β
)
(307,272)
Net profit after tax from discontinued
operations
1,089,419
The table below shows the net cash flow from operating, investing and financing activities related to
discontinued operations.
The Group
31.12.2022
Operating ctivities
(68,714)
Investing activities
2,058,620
Funding activities
-
Net increase in cash for the year
1,989,906
8. OPERATING
INCOME/EXPENSE ANALY
SIS
The expenses of the Group and the Company for the year ended 2023 and year ended 2022
respectively, are analysed as below:
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
145
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cost of goods sold
717,464
10,835
717,464
10,835
Remuneration and staff costs
11,566,209
10,973,911
4,836,455
4,632,850
Fees and expenses of third parties
10,029,293
8,177,111
8,456,903
6,164,942
Third party benefits
584,939
589,519
318,253
348,184
Taxes Fees
149,483
181,438
46,456
54,265
Other Expenses
1,183,730
1,006,367
871,924
685,454
Depreciation of fixed assets
1,954,796
2,048,337
846,706
704,710
Total
26,185,914
22,987,518
16,094,161
12,601,240
The distribution of costs is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cost of Sales
15,520,654
13,386,103
10,113,779
7,202,113
Distribution costs
3,997,982
3,417,390
2,412,764
1,988,070
Administrative expenses
2,482,599
2,287,910
1,664,343
1,535,355
Research Expenses
2,668,070
2,663,375
1,166,886
1,123,532
Depreciation of Subsidized Assets
-
-
-
-
Total
24,669,305
21,754,778
15,357,772
11,849,070
Capitalized Expenses
Software Development Costs
1,516,609
1,232,740
736,389
752,170
Total
26,185,914
22,987,518
16,094,161
12,601,240
The other operating expenses of the Group and the Company for the year 2023 and for the year 2022
respectively are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Provisions for doubtful receivables
645,835
85,079
345,932
50,950
Goodwill impairment of subsidiary
294,809
250,000
294,809
250,000
Other expenses
48,988
53,344
12,010
7,006
Total
989,632
388,423
652,751
307,956
The other operating income of the Group and the Company for the year 2023 and for the year 2022
respectively are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Grant Revenue
134,576
89,385
127,964
64,067
Revenue from settlement of liabilities
592,007
651,406
516,637
466,556
Exchange Valuation Differences
189,292
235,536
-
-
Reimbursable Advance Income
-
28,463
-
28,463
Other income
16,604
188,379
56,744
45,427
Total
932,479
1,193,169
701,345
604,513
The number of personnel, for the Group and the Company, as at December 31, 2023 and December 31,
2022 and the payroll cost for the years 2023 and 2022 are analyzed as follows:
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
146
2023
2022
GROUP
COMPANY
GROUP
COMPANY
Number of personnel
193
105
197
107
Total cost
11,566,209
4,836,455
10,973,911
4,632,850
9.
FINANCIAL INCOME/EXPENSE ANALYSIS
The financial income/expenses for the Group and the Company for the financial years of 2023 and
2022 respectively are analysed as below:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Income from participations and securities
222,600
104,129
99,210
82,104
Profit/(loss) from selling of participations
and securities
37,376
86,466
9,230
(46,632)
Profit/(loss) from foreign exchange
differences
39,403
(289,621)
(9,492)
25,905
Profit/(loss) from fair value
measurement of participations and
securities
23,979
(32,738)
(27,355)
107,177
Interest and bank expenses
(549,617)
(296,092)
(490,018)
(240,485)
Other financial expenses
24,746
111,579
149,283
126,195
Financial impact IFRS 16
(35,884)
(12,869)
(6,124)
-
Total
(237,397)
(329,146)
(275,266)
54,264
10.
INCOME TAX
– DEFERRE
D TAXES
The amount of taxes has been calculated using the actual tax rates for each financial year. Non-
deductible expenses include mainly provisions that are reversed by Management when calculating
income tax.
Income tax statements are filed on a yearly basis, but profits and losses reported for tax purposes are
concluded when the tax authorities review the tax returns and taxpayers' books at the time that the
related tax liabilities are settled. Tax losses, to the extent that are recognized by the tax authorities, may
be used to offset profits for the five following fiscal years after the current financial year.
The following is a reconciliation for nominal and effective tax rates for the Group and the Company:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Profits before tax (continued and
discontinued operations)
5,134,564
5,223,298
3,354,085
3,557,693
Income tax calculated at the nominal applicable
tax rate 2023,2022: 22%
1,129,604
1,149,125
737,899
782,692
Tax effect of non -taxable income
(196,566)
(408,796)
(462,000)
(793,578)
Revaluation of deferred tax assets
-
4,995
-
-
Reassessment of deferred tax assets from
previous periods
102,778
-
102,778
-
Tax effect of different tax rates applicable to
other countries where the Group operates
(195,015)
(374,787)
-
-
Tax effect of non-tax deductible expenses
427,282
404,250
364,534
339,065
Prior year tax differences
(8,629)
85,084
(9,992)
(52,072)
Differences of tax audit and other taxes
22,848
7,660
-
-
Income taxes
1,282,302
867,531
733,219
276,107
Income tax from
continued operations
appearing in the statement of results
1,282,302
560,259
733,219
(31,165)
Income tax from discontinued
operations
-
307,272
307,272
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
147
Deferred tax accounts for the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Deferred tax assets
1,077,624
1,099,656
500,241
547,970
Deferred tax liabilities
(794,137)
(808,001)
(330,558)
(336,930)
Deferred tax
(Net balance)
283,487
291,655
169,683
211,040
The fact that in some cases, income and expenses are accounted for in a different time from the date
when such income is tax charged or the expenses are deducted for the purpose of determining the
taxable income, creates the need to account for deferred tax assets or deferred tax liabilities.
The movement of the deferred tax asset (liability) is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Beginning balance
291,655
332,920
211,040
215,705
Income tax credit/(debit)
(8,288)
(33,478)
(41,357)
(4,665)
Exchange differencies
120
(7,787)
-
-
Ending balance
283,487
291,655
169,683
211,040
The nature of the temporary differences and the breakdown of the financial year 01.01.2023-31.12.2023
for the Group, is as follows:
GROUP
Beginning
Balance
Debits / Credits
(-) of Results
Debits /
Credits (-) of
OCI
Exchange
Differencies
Ending
Balance
Provisions for doubtful
373,288
(26,285)
-
-
347,003
Intangible asset write-
offs
(423,626)
(35,874)
-
-
(459,500)
Leases
(27,086)
39,692
-
-
12,606
Provisions for Staff
Compensation
162,517
(16,741)
4,217
-
149,993
Land-building
revaluation adjustment
(289,298)
-
-
-
(289,298)
Difference in
depreciation rates
44,679
8,670
-
-
53,349
Deferred expenses
1,239
-
-
-
1,239
Revenues / expenses
accrued
(22,190)
12,560
-
-
(9,630)
Tax loss receivable
493,134
5,473
-
-
498,607
Impairment provision
on Inventories
7,139
-
-
-
7,139
Deferred income
(35,829)
-
-
-
(35,829)
Other impairment
provisions
7,688
-
-
120
7,808
Total
291,655
(12,505)
4,217
120
283,487
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
148
The nature of the temporary differences and the breakdown of the financial year 01.01.2023-31.12.2023
for the Company, is as follows:
COMPANY
Beginning
balance
Debits / Credits (-
) of Results
Debits / Credits
(-) of OCI
Ending
Balance
Provisions for doubtful
338,089
(35,306)
-
302,783
Intangible asset write-offs
140,050
(10,868)
-
129,182
Leases
-
843
-
843
Provisions for Staff Compensation
31,679
(8,958)
3,514
26,235
Land-building revaluation
adjustment
(293,881)
-
-
(293,881)
Difference in depreciation rates
(6,372)
9,418
-
3,046
Deferred income
(36,677)
-
-
(36,677)
Other impairment provisions
38,152
-
-
38,152
Total
211,040
(44,871)
3,514
169,683
11. EARNINGS PER SHARE
The earnings per share are calculated by dividing the profit attributable to ordinary equity holders of the
parent financial entity by the weighted average number of ordinary shares outstanding during the year.
The adjusted earnings per share do not differ significantly from the basic earnings per share. The
calculation of the earnings per share at 31.12.2023 and 31.12.2022 is as follows:
Continuing operations
GROUP
31.12.2023
31.12.2022
Net profit attributable to the shareholders of the parent
company
3,853,023
3,264,096
Weighted average number of shares in circulation
24,374,123
23,807,289
Basic earnings per share
0.1581
0.1371
Discontinued operations
GROUP
31.12.2022
Net profit attributable to the shareholders of the parent company
1,089,419
Weighted average number of shares in circulation
23,807,289
Basic earnings per share
0.0458
The calculation of the impaired earnings per share at 31.12.2023 is as follows:
Continuing operations
GROUP
31.12.2023
31.12.2022
Net profit attributable to the shareholders of the parent
3,853,023
3,264,096
Weighted average number of outstanding shares
24,374,123
23,807,289
Revaluation for stock options
334,832
364,012
Weighted average number of shares for the calculation of
diluted earnings per share
24,708,955
24,171,301
Impaired earnings per share
0.1559
0.1350
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
149
Discontinued operations
GROUP
31.12.2022
Net profit attributable to the shareholders of the parent company
1,089,419
Weighted average number of outstanding shares
23,807,289
Revaluation for stock options
364,012
Weighted average number of shares for the calculation of diluted earnings per
share
24,171,301
Impaired earnings per share
0.0451
Impaired earnings per share are obtained by adjusting the weighted average of existing ordinary shares
during the period for potentially issued ordinary shares. The Company has shares of this class, which
result from a program of granting stock options to the personnel of the Group.
12.
TANGIBLE FIXED ASSET
S
Tangible assets of the Group are presented as follows:
GROUP
Land
Buildings
Mechanical
Equipment
Means of
transport
Furniture
and other
equipment
Total
Acquisition value
01.01.2022
2.050.000
4.224.131
1.062
38.016
3.107.781
9.420.990
Acquisition of subsidiary
-
266,532
-
-
192,100
458,632
Additions in period
-
-
-
-
(669)
(669)
Disposals/ Write-offs
-
(996)
-
-
(3,114)
(4,110)
Balance
31.12.2022
2,050,000
4,489,667
1,062
38,016
3,296,098
9,874,843
Additions in period
-
432,708
-
-
264,053
696,761
Exchange differencies
-
(153)
-
-
(6,120)
(6,273)
Balance
31.12.2023
2,050,000
4,922,222
1,062
38,016
3,554,031
10,565,331
Accumulated
depreciations
01.01.2022
-
(2,170,642)
(1,062)
(38,016)
(2,895,340)
(5,105,060)
Depreciation
(130,406)
-
-
(90,933)
(221,339)
Accumulated
depreciations
31.12.2022
-
(2,301,048)
(1,062)
(38,016)
(2,986,273)
(5,326,399)
Exchange differencies
-
311
-
-
3,676
3,987
Depreciation
-
(144,078)
-
-
(124,143)
(268,221)
Accumulated
depreciations
31.12.2023
-
(2,444,815)
(1,062)
(38,016)
(3,106,740)
(5,590,633)
Net book value
01.01.2022
2,050,000
2,053,489
-
-
212,441
4,315,930
Net book value
31.12.2022
2,050,000
2,188,619
-
-
309,825
4,548,444
Net book value
31.12.2023
2,050,000
2,477,407
-
-
447,291
4,974,698
Tangible assets of the Company are presented as follows:
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
150
COMPANY
Land
Buildings
Means of
transportation
Furniture
and other
equipment
Total
Acquisition value
01.01.2022
2,050,000
4,190,257
36,842
840,112
7,117,211
Additions in period
-
266,532
-
122,024
388,556
Disposals/ Write-offs
-
-
-
-
-
Balance
31.12.2022
2,050,000
4,456,789
36,842
962,136
7,505,767
Additions in period
-
432,708
-
250,563
683,271
Disposals/ Write-offs
-
-
-
-
-
Balance
31.12.2023
2,050,000
4,889,497
36,842
1,212,699
8,189,038
Accumulated
depreciations 01.01.2022
-
(2,152,367)
(36,841)
(722,037)
(2,911,245)
Disposals/ Write-offs
-
-
-
-
-
Depreciation
-
(126,208)
-
(43,068)
(169,276)
Accumulated
depreciations 31.12.2022
-
(2,278,575)
(36,841)
(765,105)
(3,080,521)
Disposals/ Write-offs
-
-
-
-
-
Depreciation
-
(140,190)
(1)
(78,146)
(218,337)
Accumulated
depreciations 31.12.2023
-
(2,418,765)
(36,842)
(843,251)
(3,298,858)
Net book value
01.01.2022
2,050,000
2,037,890
1
118,075
4,205,966
Net book value
31.12.2022
2,050,000
2,178,214
1
197,031
4,425,246
Net book value
31.12.2023
2,050,000
2,470,732
-
369,448
4,890,180
Land and buildings were revalued on 01.01.2004 by independent appraisers at their fair value and the
differences were recognized in retained earnings. Historical cost is selected as the basis for the
subsequent valuation of these items. It is noted that for the company's properties there are no pre-
notices.
13. GOODWILL
Goodwill for the Group is analyzed as follows:
Subsidiaries (Cash flow units)
Balance
31.12.2022
Decrease
Exchange
differencies
Balance
31.12.2022
CENTEVO AB
1,385,330
-
3,221
1,388,551
LOGIN S.A.
687,350
-
-
687,350
GLOBAL SOFT
S.A.
294,809
(294,809)
-
-
Goodwill
2,367,489
(294,809)
3,221
2,075,901
Check of goodwill for possible impairment is conducted annually as well as when there is evidence of
impairment.
On December 31, 2023 the Group conducted the annual impairment test for goodwill for the above
subsidiaries (cash flow units).
The audit revealed the need to write down goodwill related to the subsidiary GLOBAL SOFT S.A. by €
294,809.
There was no need to write down goodwill of the other cash-generating units as their use value was
greater than the book value.
The recoverable amount of the assets of the above cash-generating units, has been determined based
on the value-for-use calculation using estimated cash flows from financial budgets approved by
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
151
Management for a period of five years. The pre-tax discount rate used was 11.2% for Greece and from
8.7% to 9.8% for EU countries, and the growth rate of the cash flow beyond the forecast period was
calculated as 1.6%.
The key assumptions used by Management in the calculation of the cash flow forecasts in the context
of the annual audit of impairment of goodwill and in which the value of use is also more sensitive, are
as follows:
Sales and Gross profit margins
Discount rates
Growth rates used to calculate cash flows beyond the five-year forecast period
Sales forecasts are based on careful estimates of various factors, such as past performance, market
growth assessments where it is active, or whether the Group is planning to operate and where
competition exists.
The profit margins are based on estimates during the five-year budget period with regard to the
formation of prices and sales volumes, market shares and production and operating costs and no
substantial change is expected compared to 2023.
The discount rate represents the present market estimates for the individual risks of each cash-
generating unit. The calculation of discount rates is based on the specific conditions that the Group
operates and is derived from the weighted average cost of capital. The weighted average cost of capital
takes into account both borrowing and equity. The cost of equity is derived from the expected return
on the investment of the Group's investors. The cost of borrowing is based on the effective interest rate
on loans that the Group is using.
Growth in perpetuity is mainly based on published studies and surveys.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
152
14.
INTANGIBLE ASSETS
The intangible assets of the Group are analyzed as follows:
GROUP
Development
Cost Complete
Purchased
software
Other
Intangible
Assets
Development
Cost
Incomplete
Total
Acquisition cost
01.01.2022
11,859,881
133,082
1,169,783
3,348,770
16,511,516
Additions in period
1,320,158
15,935
-
2,595,000
3,931,093
Exchange differencies
(121,507)
-
(58,245)
-
(179,752)
Disposals/ Write-offs
(3,183,489)
(7,916)
-
-
(3,191,405)
Balance
31.12.2022
9,875,043
141,101
1,111,538
5,943,770
17,071,452
Additions in period
1,579,862
122,685
-
1,605,972
3,308,519
Exchange differencies
17,677
-
1,592
-
19,269
Balance
31.12.2023
11,472,582
263,786
1,113,130
7,549,742
20,399,240
Accumulated
depreciations
01.01.2022
(7,400,848)
(122,098)
(417,349)
-
(7,940,295)
Disposals/ Write-offs
2,503,540
7,915
-
2,511,455
Exchange differencies
27,372
-
12,923
-
40,295
Depreciation
(1,337,727)
(4,291)
(190,581)
-
(1,532,599)
Accumulated
depreciations
31.12.2022
(6,207,663)
(118,474)
(595,007)
-
(6,921,144)
Exchange differencies
(11,884)
-
(4,273)
-
(16,157)
Depreciation expenses
(1,188,791)
(7,026)
(146,110)
-
(1,341,927)
Accumulated
depreciations
31.12.2023
(7,408,338)
(125,500)
(745,390)
-
(8,279,228)
Net book value
01.01.2022
4,459,033
10,984
752,434
3,348,770
8,571,221
Net book value
31.12.2022
3,667,380
22,627
516,531
5,943,770
10,150,308
Net book value
31.12.2023
4,064,244
138,286
367,740
7,549,742
12,120,012
The Company's intangible assets are broken down as follows:
COMPANY
Development Cost
Complete
Purchased
software
Total
Acquisition cost 01.01.2022
4,517,183
45,574
4,562,757
Additions in period
852,455
15,935
868,390
Disposals/ Write-offs
(3,183,489)
-
(3,183,489)
Balance
31.12.2022
2,186,149
61,509
2,247,658
Additions in period
881,469
121,569
1,003,038
Balance
31.12.2023
3,067,618
183,078
3,250,696
Accumulated depreciations
01.01.2022
(2,433,635)
(42,103)
(2,475,738)
Disposals/ Write-offs
2,503,540
-
2,503,540
Depreciation
(604,491)
(3,173)
(607,664)
Accumulated depreciations
31.12.2022
(534,586)
(45,276)
(579,862)
Depreciation
(585,182)
(7,026)
(592,208)
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
153
Accumulated depreciations
31.12.2023
(1,119,768)
(52,302)
(1,172,070)
Net book value 1.1.2022
2,083,548
3,471
2,087,019
Net book value 31.12.2022
1,651,563
16,233
1,667,796
Net book value 31.12.2023
1,947,850
130,776
2,078,626
Intangible assets include the cost of developing banking platforms and investment management,
purchased software as well as acquired intangible assets through redemptions. It is noted that the
software development costs of the year includes expenses of the Company and the Group (see note 8),
as well as software development costs by third parties on our behalf. The incomplete development costs
relate to purchased software from third parties (mainly development platforms) that will be
implemented by subsidiary of the Group (established within 2020) and which has been subject to the
provisions of the Development Law 4399/2016.
15.
INVESTMENTS IN SUBSI
DIARIES
The change in the value of investments in affiliated companies is analyzed as follows:
COMPANY
Balance at
31.12.2022
Increases
(Decreases) in
period
Balance at
31.12.2022
GLOBAL SOFT S.A.
881,639
(294,809)
586,830
COMPUTER INTERNATIONAL FRANCHISE LTD
-
-
-
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
3,800,195
-
3,800,195
PROFILE DIGITAL SERVICES S.A.
580,000
-
580,000
PROFILE TECHNOLOGIES SINGLE MEMBER S.A.
2,000,000
-
2,000,000
Total
7,261,834
(294,809)
6,967,025
The investment in the associated company COMPUTER INTERNATIONAL FRANCHISE LTD amounting to
€ 138,416 has been reduced by an equal provision from previous years, since the company has been
wound up and is still in liquidation, which has not yet been completed, for mainly formal reasons.
Based on the results of the impairment test, on December 31, 2023, there was a need to write down the
subsidiary GLOBAL SOFT SA by €294,809.
16.
INVENTORIES
The Group's and Company's inventories are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Inventories
919,536
92,922
912,421
66,943
Impairment provision
-
-
-
-
Total
919,536
92,922
912,421
66,943
The Group's and Company's inventories mainly include electronic equipment and ready-to-use software
that are used in the projects that are being implemented.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
154
17. TRADE AND OTHER
COMMERCIAL RECEIVAB
LES
The trade receivables of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Customers
18,864,072
12,719,947
13,621,593
8,357,156
Notes receivable
7,104
7,104
3,696
3,696
Postdated cheques
229,985
232,006
181,902
183,611
Total
19,101,161
12,959,057
13,807,191
8,544,463
Minus: Depreciation provisions
(5,218,049)
(4,572,214)
(4,529,718)
(4,183,786)
Total trade receivables
13,883,112
8,386,843
9,277,473
4,360,677
Less: Disputed receivables transferred
to other receivables
(2,249,070)
(2,555,761)
(2,249,070)
(2,555,761)
Final Balance
11,634,042
5,831,082
7,028,403
1,804,916
Trade receivables are increased by € 5,803 thousand in 2023, compared to 2022, which is attributed to
(a) the 20.2% increase in turnover, as well as to the increased involvement in public sector IT projects,
which, while not involving a collection risk, on the other hand invoiced services are collected with a
longer credit period.
Typically, of the trade receivables of € 11,634 thousand, € 3,982 thousand relates to public sector
projects expected to be collected gradually within the first half of 2024 and € 7,652 thousand to financial
sector projects, which compared to financial sector sales represented 37% in 2023, compared to 27%
compared to 2022 and remain diligently within the Group's standard operating framework.
The main public sector projects invoiced in 2023 are the digitization of the archive and related
interoperability services of the Army Share Fund, the integrated information system of Renewable
Energy Sources, the construction of the National Register of Companion Animals, the digitization and
related interoperability services of the archive of the Ministry of Immigration - Asylum Service, the
digitisation and related interoperability services of the loan files of the Deposits and Loans Fund, as well
as the project of transription and digitisation of the records of the courts of the Ministry of Justice for
the 7th consecutive year.
For the years ended December 31, 2023 and December 31, 2022 respectively, trade receivables and the
related Impairment are analyzed as follows:
GROUP
COMPANY
31.12.2023
Trade -
Other
Receivables
Impairment
Trade -
Other
Receivables
Impairment
Not due
10,372,838
(75,470)
6,673,127
(63,007)
Past due more than 120 days
1,139,311
(85,815)
180,108
(16,258)
Past due more than 240 days
510,049
(333,573)
179,070
(72,079)
Past due more than 360 days
4,523,202
(4,416,500)
4,219,125
(4,071,683)
Disputed receivables
2,555,761
(306,691)
2,555,761
(306,691)
Total
19,101,161
(5,218,049)
13,807,191
(4,529,718)
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
155
GROUP
COMPANY
31.12.2022
Trade
Receivable
Impairment
Trade
Receivable
Impairment
Not due
4,629,875
(51,611)
1,386,195
(47,495)
Past due more than 120 days
966,555
(48,432)
273,124
(16,074)
Past due more than 240 days
412,627
(96,678)
193,391
(48,534)
Past due more than 360 days
4,394,239
(4,375,493)
4,135,992
(4,071,683)
Disputed receivables
2,555,761
-
2,555,761
-
12,959,057
(4,572,214)
8,544,463
(4,183,786)
The Group applies the simplified approach, in accordance with IFRS 9 and calculates ECLs on Trade
Receivables based on lifetime expected credit losses. The Group uses the historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment,
policy that the Group also used to have in the previous years. The total effect for 2023 is included in the
results of the current financial year.
The movement in the provision for impairment of trade receivables is set out below:
GROUP
COMPANY
Balance
31.12.2021
4,487,135
4,132,836
Provision as per IFRS 9
85,079
50,950
Write-offs
-
-
Balance
31.12.2022
4,572,214
4,183,786
Provision as per IFRS 9
645,835
345,932
Write-offs
-
-
Balance
31.12.2023
5,218,049
4,529,718
18. PREPAYMENTS AND OTHE
R RECEIVABLES
Advance payments and other receivables of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Advances
764,412
559,696
767,382
655,955
Greek State
602,363
428,139
426,045
199,975
Prepaid expenses
891,972
174,235
847,837
121,220
Accrued income
4,939,142
3,751,342
4,880,440
4,011,272
Other debtors
3,266,829
3,579,372
2,456,122
2,785,113
Total
10,464,718
8,492,784
9,377,826
7,773,535
These other receivables are considered to be short-term. Their fair values are considered to approximate
their book values.
The increase of € 1,972 thousand in 2023 is mainly due to the increase of € 1,188 thousand in accrued
income, almost all of which relates to the recognised value of services provided to public sector
customers which, based on the contracts, were not invoiced until December 31, 2023. Examples of such
projects for which corresponding revenue was recognized in 2023 are the digitization and related
interoperability services of the Mortgage Files for the National Cadastre, the construction of the National
Register of Companion Animals, the digitization and related interoperability services of the Ministry of
Immigration - Asylum Service archive, and the Ministry of Education's integrated digital information
system for public primary and secondary education. The recognition of both revenue and output for the
above contracts was based on the percentage-of-completion method in relation to the estimated total
cost of each contract.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
156
Related costs are presented in the line item Accrued expenses and interest payable (note 29).
Under the account "Other Receivables" includes an amount of €2,249 thousand, which relates to two
disputed receivables that the Company holds from entities of the broader Public Sector. Although
these specific receivables have not yet become final and enforceable, they have been adjudicated at
first instance with a favorable outcome for the Company, and as far as the progress of the proceedings
before the second instance Court is concerned, they are in the process of court expert evaluation, the
completion of which is difficult due to objective factors (particularly the passage of a long time since
the execution of the relevant works).
Despite the fact that the above cases have not become final, the Company considers the above
interest-bearing receivables to be reasonable, well-founded and collectible, since on the one hand
there is evidence of execution and delivery, in accordance with the contractual requirements and
specifications of the equipment and services, and on the other hand the counterparties continue to
operate actively in their sectors of operation, and therefore there is no valid indication of any possible
reduction in the value of the above receivables or of their inability to be collected after the issuance
of a final judgment.
19. SHORT-
TERM INVESTMEN
TS
The short-term investments of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2022
31.12.2022
Opening Balance
3,998,177
3,012,258
2,825,469
2,406,422
Additions in period
2,263,721
1,883,441
1,007,509
875,141
Sales in period
(1,397,139)
(864,784)
(1,015,218)
(563,271)
Total short-term investments
4,864,759
4,030,915
2,817,760
2,718,292
Plus revaluation at fair value
22,339
(32,738)
(27,355)
107,177
Ending balance
4,887,098
3,998,177
2,790,405
2,825,469
The amounts of short-term investments are related to low-risk financial placements in short-term
government and corporate bonds..They primarily aim to place part of the Group's liquidity on safe
investments in order to ensure the adequacy of the financing of the investment program for the Group's
development and as a "natural" foreign exchange risk offset by the Group's non-euro projects. An
important part of these additions and sales concerns the recycling / reinvestment of these short-term
placements.
The short-term investments are calculated at fair value through profit or loss.
20.
CASH AND CASH EQUIVA
LENTS
The cash and cash equivalents of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Available in Cash
7,848
6,895
1,879
417
Cash in banks
7,312,089
10,148,933
1,740,466
3,202,738
Total
7,319,937
10,155,828
1,742,345
3,203,155
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
157
Available cash and cash equivalents represent cash in the Group and Company funds and bank deposits
available on demand. Bank deposits are charged with interest at floating rates based on monthly bank
rates.
21. SHARE CAPITAL AND SHARE PREMIUM
Company’s Share Capital movement is as follows:
Shares
Share
Capital
Share
Premium
Balance
01.01.2022
12,013,916
5,646,540
2,484,127
Increase from stock options issue
349,963
80,492
216,977
Stock split
12,013,916
(120,139)
-
Balance
31.12.2022
24,377,795
5,606,893
2,701,104
Increase from stock options issue
208,651
47,990
129,363
Balance
31.12.2023
24,586,446
5,654,883
2,830,467
On 12.05.2022, by decision of the Annual General Meeting of the Company's shareholders, the nominal
value of the Company's shares was reduced from forty seven euro cents (0,47 €) to twenty three euro
cents (0,23 €) and at the same time the total number of shares of the Company was increased from
12.013.916 to 24.027. 832 common registered shares (stock split), replacing each one (1) old common
registered share with two (2) new common registered shares, with a simultaneous reduction (for
rounding purposes) of the share capital of the Company by the amount of one hundred twenty thousand
one hundred thirty-nine Euros and sixteen cents (€ 120,139.16) and the creation of a special purpose
reserve, in accordance with the provisions of article 31 par. In accordance with Article 31(2) of Law No.
31.2 of the Law, the Special Purpose Vehicle is to be set up for the purpose of establishing a special
purpose vehicle for the financing of the Special Purpose Vehicle. 4548/2018, equal to the amount of the
share capital reduction.
On 06.12.2022 by decision of the Board of Directors of the Company and in the context of the annual
implementation of the Share Allocation Program approved by the First Repeat Annual General Meeting
of shareholders of May 25, 2018 to selected executives of the Company and its affiliated companies, the
share capital was increased by the amount of eighty thousand four hundred ninety-one Euro and forty-
nine cents (€ 80,491.49), by issuing three hundred forty-nine thousand nine hundred sixty-three
(349,963) new ordinary, registered shares, with a nominal value of twenty-three cents (€0.23) each and
an issue price of eighty-five cents (€0.85) per share, the difference between the issue price of the above
new shares and their nominal value, of 216.977,06 Euros, deposited in a special reserve account "Share
premium account”.
Pursuant to the decision of the Board of Directors of the Company dated 06.12.2023 and in the
framework of the annual implementation of the Share Allocation Plan approved by the First Repetitive
Annual General Meeting of the shareholders of 25 May 2018, the share capital was increased by the
amount of forty-seven thousand nine hundred and eighty-nine Euros and seventy-three cents (47.
989,73 €), through the issue of two hundred and eight thousand six hundred and fifty-one (208.651)
new ordinary registered shares with a nominal value of twenty-three cents (0,23 €) each and an issue
price of eighty-five cents (0,85 €) per share, the difference between the issue price of the new shares
and the nominal value of the shares, amounting to 129. 363,62 Euros, to be paid into a special reserve
account "Share premium account".
As a result, the company's share capital now amounts to five million six hundred and fifty-four thousand
eight hundred and eighty-two Euros and fifty-eight cents (€5,654,882.58) and is divided into twenty-four
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
158
million five hundred and eighty-six thousand four hundred and forty-six (24,586,446) ordinary, nominal
shares with a nominal value of twenty-three euro cents (€0.23) each.
22. TREASURY SHARES
The change in the Group's and Company's own shares is analyzed as follows:
GROUP
COMPANY
Share
Value
Share
Value
Balance
01.01.2022
26,379
143,145
26,379
142,048
Purchase of treasury shares during the year 2022
348,788
1,023,953
348,788
1,023,953
Balance
31.12.2022
375,167
1,167,098
375,167
1,166,001
Purchase of treasury shares during the year 2023
135,483
483,561
135,483
483,561
Selling of treasury shares during the year
2023
(430,000)
(1,337,037)
(430,000)
(1,337,037)
Balance
31.12.2023
80,650
313,622
80,650
312,525
23.
RESERVES
The change in the Group's and Company's reserves is analyzed as follows:
GROUP
01.01.2023
Change
31.12.2023
Legal reserve
836,505
175,324
1,011,829
Tax free reserve of special tax regulations
2,638,579
-
2,638,579
Other Reserves
6,967,860
1,450,000
8,417,860
Reserves from stock options
966,203
211,187
1,177,390
Special investment reserve cover ICT4GROWTH
852,851
-
852,851
Total
12,261,998
1,836,511
14,098,509
COMPANY
01.01.2023
Change
31.12.2023
Legal reserve
796,389
164,079
960,468
Tax free reserve of special tax regulations
2,639,597
-
2,639,597
Other Reserves
6,967,860
1,450,000
8,417,860
Reserves from stock options
966,203
211,187
1,177,390
Special investment reserve cover ICT4GROWTH
796,080
-
796,080
Total
12,166,129
1,825,266
13,991,395
24.
BORROWINGS & OTHER L
ONG-
TERM PAYABLES
The long-term and short-term borrowings of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Long-term debt
571,430
2,142,857
571,430
2,142,857
Total long-term debt
571,430
2,142,857
571,430
2,142,857
Bank loans
4,966,315
2,908,045
3,725,480
1,669,238
Long-term loans payable in the next 12
months
605,533
1,613,507
605,533
1,613,507
Total short-term debt
5,571,848
4,521,552
4,331,013
3,282,745
Total debt
6,143,278
6,664,409
4,902,443
5,425,602
Loans are simply bilateral loans (not convertible, syndicated, etc.) with a variable interest rate with a
total borrowing cost of 5.57%, which is considered and is indeed a market rate. Borrowing costs are
higher in the current year 2023 due to the significant increase in EURIBOR, however, the majority of this
increase is offset by the fact that the group maintains strong cash reserves that are positively affected
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
159
by the rise in international interest rates. Borrowing costs are expected to be lower in the current fiscal
year 2024 due to the estimated gradual deceleration of EURIBOR. Long-term loans have a maturity of
(4) years and a grace period of 12 months.
The amounts of long-term loans that are payable within 12 months from the date of preparation of the
financial statements have been carried over and are presented in short-term liabilities.
25.
PROVISION FOR EMPLOY
EES’ INDEMNITIES
The Group and the Company recognize as a retirement benefit obligation the present value of the legal
commitment it has undertaken, to pay a lump sum compensation to staff leaving due to retirement. The
relevant liability was calculated based on an actuarial study by a company of independent actuaries and
is analyzed as follows:
The personnel benefits obligations of the Group and the Company are analyzed as follows:
GROUP
COMPANY
Balance of liability at
01.01.2022
791,123
134,272
Employment cost for the period 1.1-31.12.2022
45,805
31,996
Financial cost for the period 1.1-31.12.2022
318
299
Paid indemnities for the period 1.1-31.12.2022
(148,528)
(79,957)
Actuarial gains / losses for the period 1.1 – 31.12.2022
56,242
57,390
Internal movements
-
-
Balance of liability at
31.12.2022
744,960
144,000
Employment cost for the period 1.1-31.12.2023
52,894
46,037
Financial cost for the period 1.1-31.12.2023
6,201
5,836
Paid indemnities for the period 1.1-31.12.2023
(100,355)
(92,592)
Actuarial gains / losses for the period 1.1 – 31.12.2023
19,168
15,975
Internal movements
-
-
Balance of
liability at 31.12.2023
722,868
119,256
Basic Assumptions
:
31.12.2023
31.12.2022
Discount rate
2.72%
3.39%
Inflation
2.00%
2.00%
Future salary increases
2.00%
4.00%
The use of a higher technical interest rate of 0.5% would result in a lower respective obligation by 3.3%
while the exact opposite movement, i.e. the use of a lower technical interest rate of 0.5%, would result
in a higher respective obligation by 3.3%
The use of a higher technical interest rate of 0.5% would result in a lower actual cost of the next fiscal
year by 4.8% while the exact opposite movement, i.e. the use of a lower technical interest rate of 0.5%,
would result in a higher actual cost by 4.8%.
26. STOCK OPTION PLAN
The Board of Directors of the Company at its meeting on January 16, 2020, following the authorization
granted by the 1st Repeated Annual General Meeting of the shareholders on May 25, 2018, regarding
the establishment of a Stock Option Plan for the members of the Board of Directors, the Directors and
the staff of the Company, proceeded to the preparation of the specific terms of this Plan.
The duration of the programme shall be fixed until the year 2025, in the sense that the total rights to be
allocated to beneficiaries may be exercised no later than November 2025.
The number of Rights to be allocated under the above Program may amount to up to six hundred
thousand (600,000), for its total duration (until 2025). Accordingly, the maximum number of shares to
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
160
be issued, if the Board of Directors grants the maximum number of Rights and the Beneficiaries exercise
all of them, may not exceed 600,000 shares.
In order to exercise the rights that have matured, the Beneficiaries must, at the time of exercise, have
an employment contract and/or a paid mandate with the Company in force or be employed by virtue of
a decision of the Company's Management in a company belonging to the Group.
The rights granted in FY2020 are partially matured as follows:
- On November 1, 2020, 115,093 rights
- On November 1, 2021, 142,483 rights
- On November 1, 2022, 145,954 rights that due to split are readjusted to 291.908
- On November 1, 2023, 28,220 rights that due to split are readjusted to 56.440
The rights granted in FY2022 are partially matured as follows:
- On November 1, 2022, 100,485 rights
- On November 1, 2023, 111,045 rights
- On November 1, 2024, 114,090 rights
- On November 1, 2025,
10,880 rights
Changes in the number of options during the financial year are as follows:
Number of rights
Opening balance (01.01.2022)
460,054
Granted
336,500
Exercised
(349,963)
Expiration / forfeiture of rights
-
Closing balance (31.12.2022)
446,591
Granted
-
Exercised
(208,651)
Expiration / forfeiture of rights
-
Closing balance (31.12.2023)
237,940
(*) the number of allowances has been adjusted as a result of the business operation of the split (1n/1p) share.
The mature and exercisable rights at 31.12.2023 amount to 118,260.
Fair value per option was calculated using the Black & Scholes valuation model. The important variables
involved in this model are the share price, the training price, the discount rate and the volatility of the
share price.
The variables on the basis of which the above were calculated are:
Granted in 2022
Granted in 2020
Exercise price
€ 0.85
€ 0.85
Grant date
25.10.2022
16.01.2020
Share price at concession date
€ 2.94
€ 1.985
Stock Volatility
35%
35%
Risk Free Rate
3.00%
0.46%
From the valuation of the rights granted, the period 01.01.2023-31.12.2023 was charged with the
amount of Euro 211,187.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
161
27.
GOVERNMENT GRANTS
The Group has recognized long-term liabilities as deferred income for the long-term portion of
government grants that is to be systematically and rationally recognized in income over the useful life
of the fixed assets. Depreciation is accounted for in the period's results using the straight-line method
according to the useful life of the corresponding subsidized assets.
The subsidies of the Group and the Company are analyzed as follows:
GROUP
COMPANY
Balance
01.01.2022
262,217
71,012
Recognized Grant in 2021
81,000
-
Depreciation of Grants for the year 2021
(89,385)
(64,067)
Balance
31.12.2022
253,832
6,945
Recognized Grant in 2022
149,708
149,708
Depreciation of Grants for the year 2022
(134,576)
(127,964)
Balance
31.12.2023
268,964
28,689
Less: current portion of Government Grants classified
under accrued income.
(47,845)
(23,570)
Long-term amount of Government Grants
221,119
5,119
28. SUPPLIERS
The Group and Company suppliers are analysed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Suppliers
3,656,770
1,756,983
2,296,529
1,032,729
Checks payable
58,694
222,647
58,694
207,986
Total
3,715,464
1,979,630
2,355,223
1,240,715
Trade payables were increased by 1.7 million Euros in 2023, attributable to (a) the 20.2% increase in
turnover, which includes various operating costs, as well as the increased involvement in public sector
IT projects, where as a rule suppliers/subcontractors are paid upon receipt of a corresponding receivable
from the company.
29.
OTHER PAYABLES
Other payables for the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Customer advances
3,200,320
799,461
3,578,250
783,983
Accrued expenses and interest payable
3,056,057
2,835,630
2,697,314
2,408,689
Accrued Income
1,817,675
2,124,530
651,774
579,970
Other liabilities
975,859
818,406
803,428
721,806
Total
9,049,911
6,578,027
7,730,766
4,494,448
Specifically, Accrued Expenses relate to the recognition of service costs for Company's projects, from
services rendered but which were not invoiced by suppliers until 31.12.2023, based on contracts with
suppliers, but whose recognized value calculated in accordance with the measurement of the
completion stage of the service in relation to its estimated total cost.
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
162
Total Other Liabilities increased by € 2,471 thousand in 2023, mainly due to the increase in advances
received for public sector projects, the balance of which amounted to € 3,200 thousand, an increase of
€ 2,401 thousand compared to the previous year. The main amounts relate to advances received from
the Independent Public Revenue Authority, the Ministry of Immigration and Asylum and the Hellenic
Cadastre.
30. TRANSACTIONS WITH RELATED PARTIES
The Company's transactions with its subsidiaries are analyzed as follows:
Sales
Purchases
Intercompany transactions
2023
2022
2023
2022
GLOBAL SOFT S.A.
125,618
124,742
94,933
37,085
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
642,396
1,443,605
-
-
PROFILE SOFTWARE (UK) Ltd
654,610
387,514
-
-
PROFILE DIGITAL SERVICES S.A.
11,040
2,273,929
-
-
PROFILE TECHNOLOGIES SINGLE MEMBER S.A.
140,763
51,256
534,198
444,784
LOGIN S.A.
444,543
368,545
120,688
-
CENTEVO AB
160,302
-
-
-
Total
2,179,272
4,649,591
749,819
481,869
The terms of the transactions with the parties involved provide that sales to and purchases from, related
parties are made at prevailing market prices at that time (arm’s length basis).
Sales to subsidiaries mainly concern expenses incurred by the Company on behalf of the subsidiaries,
mainly for the following:
• The support and planning of the commercial and technical implementation of projects in the
operational area of financial solutions,
• Designing and implementing other software programs that may be used by affiliates.
The balances of receivables and payables of the Company with the affiliated companies at the end of
the current fiscal year, as well as of the previous one, are analyzed as follows:
Receivables
Liabilities
Intercompany balances
31.12.2023
31.12.2022
31.12.2023
31.12.2022
GLOBAL SOFT S.A
27,056
17,951
97,456
69,065
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
429,825
515,658
7,000
-
COMPUTER INTERNATIONAL FRANCHISE LLC
172,190
171,987
-
-
PROFILE SOFTWARE (UK) Ltd
307,900
47,602
-
-
PROFILE DIGITAL SERVICES S.A.
-
141,020
416,800
-
PROFILE TECHNOLOGIES SINGLE MEMBER S.A.
137,570
181,829
50,401
50,332
LOGIN S.A.
30,800
37,250
66,148
-
CENTEVO AB
160,302
-
-
-
Total
1,265,643
1,113,297
637,805
119,397
The cost of remuneration for the members of the Board of Directors and the Managing Directors of the
Group and the Company for the year 2023 amounted € 1,638,245 (2022: € 1,604,228).
The balance of the parent company's bond issue to its 100% subsidiary “PROFILE TECHNOLOGIES SINGLE
MEMBER S.A.” amounted on 31/12/2023 to € 4,650,000 (31/12/2022: €3,400,000).
The amount of €1,400,000 has been granted pursuant to the decision of the Board of Directors dated
31/08/2021; the amount of €2,000,000 has been granted pursuant to the decision of the Board of
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
163
Directors dated 01/11/2022, and the amount of €1,250,000 has been granted pursuant to the decision
of the Board of Directors dated 22/11/2023.
The proceeds of the Joint Bond Loan will be used by the wholly-owned subsidiary solely for the smooth
and timely implementation of the medium-term business plan which it has drawn up, according to the
information provided by the Goc, the commission of the sampled exporting producers did not provide
any evidence to support this claim.
31. LEASES
The breakdown of both rights of use and lease obligations by applying IFRS 16 for the 2023 financial
year is as follows:
GROUP
Buildings
Means of
transport
Total
Right-of-use assets 01.01.2022
538,234
-
538,234
Add-ons for the period
786,723
-
786,723
Exchange rate differencies
31,067
-
31,067
Depreciations for the period
(364,814)
-
(364,814)
Right-of-use assets 31.12.2022
991,210
-
991,210
Add-ons for the period
71,997
161,513
233,510
Depreciations for the period
(308,487)
(36,161)
(344,648)
Right-of-use assets 31.12.2023
754,720
125,352
880,072
Recognized Liabilities 01.01.2022
585,062
-
585,062
Add-ons for the period
817,814
-
817,814
Interests for the period
12,869
-
12,869
Payments for the period
(373,407)
-
(373,407)
Balance 31.12.
2022
1,042,338
-
1,042,338
Add-ons for the period
70,502
161,513
232,015
Interests for the period
29,760
6,124
35,884
Payments for the period
(335,174)
(38,454)
(373,628)
Balance 31.12.
2023
807,426
129,183
936,609
Long-Term lease liabilities
854,768
Short-Term lease liabilities
81,841
Balance 31.12.
2023
936,609
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
164
COMPANY
Means of
transport
Right-of-use assets 31.12.2022
-
Add-ons for the period
161,513
Depreciations for the period
(36,161)
Right-of-use assets 31.12.2023
125,352
Lease liabilities 31.12.2022
-
Add-ons for the period
161,513
Interests for the period
6,124
Payments for the period
(38,454)
Balance 31.12.
2023
129,183
Long-Term lease liabilities
88,800
Short-Term lease liabilities
40,383
Balance 31.12.
2023
129,183
32.
FAIR VALUE MEASUREME
NT
Fair Value:
The carrying amounts reflected in the accompanying statements of financial position for cash
and cash equivalents, trade and other accounts receivable, prepayments, trade and other accounts
payable and accrued and other current liabilities, approximate their respective fair values due to the
relatively short-term maturity of these financial instruments.
The fair value of the loans of 31.12.2023 for the Group and the Company approximate their carrying
amounts reflected in the statements of financial position, as they relate to simple bilateral loans from
bank institutions with floating interest rates within the market, are based on Euribor plus a spread and
are therefore variable according to market conditions. Also, the loans are in euros, and they are not
convertible, nor have any weights, commitments or special clauses.
Consequently, although these loans are classified in the category 1-5 years, there is no difference
between the fair value and the accounting obligations in relation to those liabilities.
The Group categorized its financial instruments carried at fair value in the below categories, defined as
follows:
Level 1 - Observed / Listed (unadjusted) market prices in active markets for similar assets or
liabilities.
Level 2 - Valuation techniques for which inputs that are relevant to fair value measurement,
except for official stock prices included in Level 1, are directly or indirectly observable.
Level 3 - Valuation techniques for which inputs that are relevant to measuring fair value are not
observable.
For assets and liabilities recognized in the financial statements on a recurring basis, the Group
determines if there have been transfers between hierarchy levels, through the re-evaluation and
classification (based on the lower level data that are important for the measurement of fair value as a
whole) at the end of each reporting period.
At each reporting date, the Group analyzes the changes in value of liabilities subject to recalculation and
revaluation in accordance with its accounting policies. For this analysis, management verifies the major
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
165
inputs applied in the later assessment, confirming the data used in the valuation, through contracts and
other relevant documents.
During the year, there were no transfers between Level 1 and Level 2 fair value measurements, and no
transfers into and out of Level 3 fair value measurements.
The table below provides the hierarchy of the fair values of the Group's assets and liabilities.
Assets and liabilities measured at fair
value
Note
Measurement
Date
Amount
( €)
Level
1
Level
2
Level
3
• Short-term investments at fair
value through profit or loss
19
31.12.2023
4,887,098
√
-
-
The valuation of Financial assets at fair value through profit or loss is based on their current market value
on their trading market.
33. AUDITORS’ REMUNERATION
Regular auditors' fees for auditing financial statements for the financial year 2023 totalled EUR 80,000
for the Group and EUR 23,000 for the Company.
Auditors' fees for checking tax compliance for the year
2023 amounted to EUR 17,000 for the Group and EUR 11,000 for the Company.
Apart from the above audit services, no other services are provided by the auditors.
34.
CONTINGENT LIABILITI
ES
There are no litigation or arbitration disputes as well as decisions of judicial or arbitration bodies that
have or are likely to have a material impact on the financial position or operation of the Company and
the Group.
The Group and the Company have contingent liabilities in respect of matters arising in the ordinary
course of business. No material charges are expected to arise from contingent liabilities. No substantial
additional payments are expected at the date of preparation of these annual financial statements.
The guarantees through letters of guarantee issued by bank institutions on 31.12.2023 concern the
following:
GROUP
COMPANY
Participation guarantees
200,000
200,000
Guarantees to ensure good execution of contracts with customers
13,024,554
13,024,554
Total
13,224,554
13,224,554
The tax unaudited fiscal years of the Group's companies are as follows:
NAME OF COMPANY
UNAUDITED FISCAL
YEARS
PROFILE SA
(*)
2017-2023
COMPUTER INTERNATIONAL FRANCHISE LTD
2007-2023
GLOBAL SOFT S.A(*)
2017-2023
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
2017-2022
PROFILE SYSTEMS (UK) LTD
2018-2023
PROFILE DIGITAL SERVICES S.A.(*)
2017-2023
LOGIN S.A.
2019-2023
PROFILE TECHNOLOGIES SINGLE MEMBER S.A. (**)
2020-2023
CENTEVO AB
2009-2023
Annual Financial Statement for the Financial Period from January 1 to December 31,
2023 (Amounts in EUR)
166
* For the years 2017-2022 an unreserved Tax Certificate has been issued by chartered accountants, in
accordance with Article 65Α par. 1 of Law
4174/2013.
** The subsidiary Profile Technologies Single Member S.A.. was established in 2020.
For the year 2023, the Group’s subsidiaries in Greece, have been reviewed through a tax audit from the
Chartered Accountants as per the provisions of article 65
Α
of the law 4174/2013. This tax audit is in
progress and the related tax certificate is expected to be issued following the issuance of the attached
Financial Statements for the year ended on 31
st
December 2023. If additional tax liabilities arise until the
completion of the tax audit, the Group’s management assumes that they will not have a significant effect
in the annual financial statements.
The subsidiaries which are based abroad, are not subject to mandatory statutory tax audit. Audits are
carried out exceptionally where appropriate by the tax authorities of each country on the basis of
specific criteria. Tax liabilities resulting from the submission of the annual tax return remain under the
control of the tax authorities for a certain period of time, in accordance with the tax laws of each country.
35.
POST BALANCE SHEET EVENTS
There are no post-balance sheet events as at December 31, 2023, either involving the Company or the
Group, that are required to be reported by the International Accounting Standards (IFRS).
N. Smyrni, April 10, 2024
Chairman of the BoD
CEO
Chied Financial
Accounting
Officer
Manager
Stasinopoulos
Charalampos
Angelides Evangelos
Litsios Giannis
Alexandris Petros
ID
Σ
577589
ID 1157610
ID AZ631418
ID
Ξ
208554
LICENSE NO
LICENSE NO
0097805
0036667
CHAPTER 6
AVAILABILITY OF FINANCIAL STATEMENTS
According to the provisions of Law 3556/2007 and Decision 8/754 / 14-04-2016. of the Board of Directors
Of the Hellenic Capital Market Commission, the Company announces that the Annual Financial Report
for the year 2023, as well as the Annual Financial Statements of its subsidiaries, is legally presented on
the internet at www.profilesw.com, the posting fulfills all the requirements of article 7 of the above
Decision of the Board of Directors of the Hellenic Capital Market Commission, as applicable.