AS COMPANY S.A.
GROUP OF COMPANIES
ANNUAL FINANCIAL REPORT
of the financial year from
1 January 2022 to 31 December 2022
According to article 4 of Law 3556/2007
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
1
Contents
Ι. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS……………3
II. ANNUAL CONSOLIDATED ANNUAL REPORT OF THE BOARD OF DIRECTORS
(COMPANY AND SUMMARY) FOR THE FINANCIAL YEAR FROM 1 JANUARY 2022 TO 31
DECEMBER 2022 (pursuant to Article 4 of Law 3556/2007)………………………………………4
III. REPORT OF THE INDEPENDENT AUDITOR…………………………………………………50
Α΄. ANNUAL STATEMENT OF FINANCIAL POSITION……………………………………………..59
Β΄. ANNUAL STATEMENT OF COMPREHENSIVE INCOME……………………………………….60
C΄. ANNUAL STATEMENT OF CHANGES IN EQUITY……………………………………………….61
D΄. ANNUAL CASH FLOW STATEMENT………………………………………………………………63
E΄. NOTES TO THE COMPANY AND CONSOLIDATED ANNUAL FINANCIAL
STATEMENTS……………………………………………………………………………………………………..64
1. General information………………………………………………………………………………….64
2. Framework for the preparation of the financial statements…………………………..64
3. Significant Accounting Principles and Methods…………………………………………….65
4. Significant Accounting Principles and Methods…………………………………………….68
4.1 Consolidation and Investments in Subsidiaries……………………………………………….68
4.2 Property, Plant and Equipment……………………………………………………………………….69
4.3 Investment Property……………………………………………………………………………………..69
4.4 Intangible Assets…………………………………………………………………………………………..70
4.5 Impairment of Non-financial Assets…………………………………………………………………70
4.6 Financial Instruments…………………..…………………..…………………..………………………70
4.7 Inventories…………………..…………………..…………………..……………………………………..72
4.8 Cash and cash equivalents…………………..…………………..…………………..……………….72
4.9 Share capital…………………..…………………..…………………..…………………..………………72
4.10 Government grants…………………..…………………..…………………..………………………..73
4.11 Employee benefits…………………..…………………..…………………..……………………….73
4.12 Provisions…………………..…………………..…………………..…………………..…………………74
4.13 Deferred Taxes…………………..…………………..…………………..…………………..…………74
4.14 Revenue recognition…………………..………………..…………………..…………………..….74
4.15 Dividends…………………..…………………..…………………..…………………..…………………75
4.16 Leases…………………..…………………..…………………..…………………..……………………..75
4.17 Foreign currency conversion…………………..…………………..…………………..……………75
5. Other Information…………………..…………………..…………………..………………….…..76
5.1 Consolidated Financial Statements…………………..…………………..…………………..…….76
5.2 Seasonality of activities…………………..…………………..…………………..…………………….76
6. Operating Segments…………………..…………………..…………………..……………………76
7. OTHER EXPLANATORY INFORMATION…………………..…………………..……………...76
7.1 Property, Plant and Equipment and Rights to Use Assets…………………..……………76
7.2 Intangible assets………………..…………………..…………………..……………………………..80
7.3 Investment property…………………..…………………..…………………..………………………..80
7.4 Investments in subsidiaries…………………..…………………..…………………..………………80
7.5 Other non-current assets…………………..…………………..…………………..………………….81
7.6 Inventories…………………..…………………..…………………..…………………..…………………81
7.7 Receivables from customers…………………..…………………..…………………..……………..81
7.8 Investments at fair value through profit or loss…………………..…………………..……….83
7.9 Other current assets…………………..…………………..…………………..…………………………84
7.10 Cash and cash equivalents…………………..…………………..…………………..………………84
7.11 Paid-up share capital and reserves…………………..…………………..…………………..…..85
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
2
7.12 Lease liabilities…………………..…………………..…………………..………………………………85
7.13 Deferred tax liabilities…………………..…………………..…………………..…………………….86
7.14 Employee termination benefit liabilities…………………..…………………..…………………87
7.15 Other long-term liabilities…………………..…………………..…………………..……………….88
7.16 Trade payables…………………..…………………..…………………..…………………..…………88
7.17 Short-term borrowings…………………..…………………..…………………..…………………..88
7.18 Other short-term liabilities…………………..…………………..…………………..………………89
7.19 Turnover…………………..…………………..…………………..…………………..………………….89
7.20 Cost of sales…………………..…………………..…………………..…………………..……………..89
7.21 Other operating income…………………..…………………..…………………..………………….90
7.22 Administrative expenses…………………..…………………..…………………..…………………90
7.23 Distribution operating expenses…………………..…………………..…………………..………90
7.24 Research and development expenses…………………..…………………..…………………..91
7.25 Payroll costs…………………..…………………..…………………..…………………..……………..91
7.26 Depreciation and amortisation…………………..…………………..…………………..…………91
7.27 Financial operating expenses…………………..…………………..…………………..…………..92
7.28 Taxes…………………..…………………..…………………..…………………..…………………… 92
8. Transactions with related parties…………………..…………………..……………………94
9. Financial risk management and financial assets………………..…………………..….95
10. Fair Value and Fair Value Hierarchy…………………..…………………..…………………100
11. Commitments and contingent liabilities - Guarantees given…………………..….100
12. Earnings per Share…………………..…………………..…………………..……………………101
13. Audit fees…………………..…………………..…………………..…………………..……………102
14. Potential impact of other risks…………………..…………………..…………………..…………102
15. Events after the date of the financial position…………………..………………….103
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
3
Ι. DECLARATIONS OF MEMBERS OF THE BOARD OF DIRECTORS
(in accordance with article 4, paragraph 2 of Law 3556/2007)
We, the members of the Board of Directors of "AS COMMERCIAL INDUSTRIAL COMPUTER
AND TOY COMPANY S.A.":
1. Efstratios Andreadis Konstantinos, President of the BoD & C.E.O.,
2. Anastasia Andreadou, nee Angelos Kozlacidis, Vice-President of the Board of Directors,
Executive Member
3. Theodora Koufou, Executive Member of the Board of Directors,
under our above-mentioned capacities specifically designated by the Board of Directors of
AS COMMERCIAL INDUSTRIAL COMPUTER AND TOY COMPANY S.A. (hereinafter
referred to as "Company") hereby declare and certify that to the best of our knowledge:
a) The accompanying Separate and Consolidated Financial Statements for the period from 1
January 2022 to 31 December 2022, of the Company "AS COMMERCIAL INDUSTRIAL
COMPUTER AND TOY COMPANY S.A.", as well as the companies that are included in the
consolidation taken as a whole, which were prepared in accordance with the International
Financial Reporting Standards, as adopted by the European Union, present in a true manner
the Assets and Liabilities, Equity and Profit and Loss statement of the year for the twelve-
month period ended on 31 December 2022.
b) The Board of Directors Report upon these Financial Statements accurately reflects in a true
manner the development, performance and financial position of the Company as well as the
companies included in the Consolidated Financial Statements taken as a whole, including the
description of the major risks and uncertainties they face.
Thessaloniki, 21 April 2023
PRESIDENT of the BoD & C.E.O.
EXECUTIVE VICE-PRESIDENT of the BoD
MANAGING DIRECTOR
EFSTRATIOS Κ. ANDREADIS
ANASTASIA Ε. ANDREADOU
ID No AP 235479
ID No ΑΗ 181790
B.O.D MEMBER
THEODORA D. KOUFOU
ID No AN 233404
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
4
ΙΙ. ANNUAL REPORT OF THE BOARD OF DIRECTORS (SEPARATE AND
CONSOLIDATED) FOR THE FINANCIAL YEAR FROM 1 JANUARY 2022 TO
31 DECEMBER 2022 (in accordance with article 4 of Law 3556/2007).
Dear Shareholders,
This Annual Report of the Company's Board of Directors concerns the financial year 2022 and was
prepared in accordance with articles 150-154 of Law 4548/2018, article 4 of Law 3556/2007 and
the relevant decisions of the Hellenic Capital Market Commission and refers to the Annual Separate
and Consolidated Financial Statements (hereinafter referred to as “Financial Statements”) as at
31 December 2021 and in the twelve-month period ended on that date.
This Report includes the actual depiction for the period from 1 January 2022 to
31 December 2022, the major events that took place in 2022, the description of the main risks
and uncertainties, the major events that took place after the end of 2022, the material transactions
of the Company and the Group of AS Company S.A. (the “Group”) with the related parties as well
as the Corporate Governance Declaration.
The Annual Financial Statements (Separate and Consolidated), the Auditor's Report and the Board
of Directors Report of AS COMMERCIAL INDUSTRIAL COMPUTER AND TOY COMPANY S.A. may
be found on the link: https://ir.ascompany.gr/el/home/.
The Separate and Consolidated Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).
The main point of reference of this Annual Financial Report is the consolidated financial data of
the Company with reference to the Company’s and the Group’s individual financial data.
All amounts in this Annual Financial Report are expressed in Euro.
Α. FINANCIAL INFORMATION 2022
In 2022 the Group presented a significant improvement regarding turnover of +26,27%
(amounted to 28,7 mil. Euros) in comparison to those of the prior year 2021, which can be
attributed to the increase of sales in the home market.
The Group’s turnover abroad through its two subsidiaries in Cyprus and Romania has also
presented important growth amounting to 25,25%.
The most significant figures of the Company and the Group in relation to 2021 were as follows:
Group
Company
1.1 until
31.12.2022
1.1 until
31.12.2021
V %
1.1 until
31.12.2022
1.1 until
31.12.2021
V%
28.658.401
22.695.672
26,27%
26.465.125
20.742.788
27,59%
42,78%
46,67%
39,15%
42,82%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
5
4.658.993
3.882.380
20,00%
3.732.704
3.066.429
21,73%
16,26%
17,11%
14,10%
14,78%
3.283.855
3.976.932
-17,43%
3.602.286
3.202.791
12,47%
2.581.101
3.184.247
-18,94%
3.005.423
2.507.080
19,88%
3.356.154
4.370.271
-23,20%
3.071.293
3.453.540
-11,07%
17.687.527
19.408.259
-8,87%
15.738.334
16.534.863
-4,82%
For the Group, the gross profit margin decreased by 3,9% at 42,78% from 46,67% last year which
is attributed to currency exchange rates of dollar and euro.
The operating expenses increased by 12,68% and, despite the decrease in the Gross margin profit
figure, the increase in the number of sales resulted in EBITDA to increase by 16,26% as a
percentage to sales against 17,11% in the previous year. In absolute figures, EBITA came up to
4,66 million euros compared to 3,88 million euros in 2021, presenting an increase of +20,00%.
The profit before tax of the Group were decreased by €693 thousand, hence -17,43%, mainly due
to the negative appreciation of the bonds compare to the positive appreciation of the relevant
period of 2021, while the profits after tax are decreased by -18,94% and totaled to 2,6 million
euros.
The total inflows of the Group from operating activities totaled to 3,356 thousand during 2022
compared to €4.370 thousand the previous year of 2021, a fact which is attributed to increase of
stock.
Net Profit before Tax: The variation in profitability compared to the previous year for the Group
and the Company is attributable to:
Parent ( Α )
Α. Increase in sales volume
2.240.406
Β. Decrease in gross profit margin %
-760.799
C. Increase in operating costs
-879.827
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
6
D. Decrease of financial income
-280.133
Ε. Decrease in other operating income
66.495
F. Decrease in depreciation
13.352
Total change in Profits before taxes
399.494
Subsidiaries Activities ( Β )
-1.092.572
Total Change (A + B)
-693.077
Gearing rate: The situation of the gearing rate on 31.12.2022 excluding IFRS 16 in Euros is as
follows:
Group
Company
31.12.2022
31.12.2021
V %
31.12.2022
31.12.2021
V %
Bank loans
20.825
0
20.825
0
minus: cash and investments
-17.687.527
-19.408.259
-15.738.334
-16.534.863
Net Debt
-17.666.702
-19.408.259
-9,0%
-15.717.510
-16.534.863
-4,9%
Equity
34.704.150
33.631.847
3,2%
33.063.386
31.566.517
4,7%
Gearing ratio
-50,91%
-57,71%
-47,54%
-52,38%
The gearing ratio appears to be slightly decreased compared to 2021 and is still negative. Cash
plus short-term investments, is higher than bank debt by 15,7 million and €17,7 million
(Company and Group respectively), a fact that certifies the healthy financial situation of the
Company and Group.
The adjusted gearing rate taking into account the effect of IFRS 16 is as follows:
Group
Company
31.12.2022
31.12.2021
V %
31.12.2022
31.12.2021
V %
Bank loans
159.431
227.760
152.891
213.608
less: cash and investments
-17.687.527
-19.408.259
-15.738.334
-16.534.863
Net Debt
-17.528.096
-19.180.499
-8,6%
-15.585.444
-16.321.255
-4,5%
Equity
34.704.150
33.631.847
3,2%
33.063.386
31.566.517
4,7%
Gearing ratio
-50,51%
-57,03%
-47,14%
-51,70%
Working Capital: The comparative figures for the working capital are as follows:
Group
Company
31.12.2022
31.12.2021
V %
31.12.2022
31.12.2021
V %
Current assets
33.896.928
35.135.014
31.174.689
32.016.435
Current liabilities
-6.196.776
-5.821.009
-5.647.957
-5.295.384
Working capital
27.700.151
29.314.005
-5,5%
25.526.732
26.721.051
-4,5%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
7
The Group's inventories amounted to 7.663 thousand compared to 4.531 thousand in the
previous year and represent 18,7% of the total assets, compared to 11,4% in the corresponding
period last year. The inventories of 2022 include stock in transit of €1,131 thousand compared to
€1,245 thousand of the previous year.
Respectively, the receivables from the customers of the Group decreased compared to the
previous year by 2.6 million, meaning 23,64% while the turnover increased by 26,27% compared
to the previous year.
Group
Company
31.12.2022
31.12.2021
V %
31.12.2022
31.12.2021
V %
Inventory and Receivables from
Customers & Other receivables
16.209.401
15.726.755
15.436.354
15.481.571
Minus: Trade payable and other
short term liabilities
-6.084.816
-5.716.492
-5.542.538
-5.198.814
Net Working Capital
10.124.584
10.010.264
1,3%
9.893.817
10.282.758
-3,8%
% of sales
35,4%
44,1%
37,4%
49,6%
Earnings per share: Earnings per share of the Company based on the weighted number of
shares amounted to €0,1976 compared to € 0,2433 of the previous year, showing a decrease of
18,8%. The nominal number of shares on 31.12.2022 was 13.065.125.
Capital expenditure: The Company’s investments amounted to 658.884 in the period from
1.1.2022 to 31.12.2022, compared to €55.792 of the respective comparative period.
Research and development costs: Within 2022, the Company incurred increased costs by
2,76% compared to the previous year, meaning €184 thousand compared to €179 thousand.
Key Financial Ratios: The main financial ratios as of 31.12.2022 and 31.12.2021 were as
follows taking into account the effect of IFRS 16 :
Group
31.12.2022
31.12.2021
31.12.2020
a. Financial Structure ratios
Current Assets / Total Assets
82,5%
88,0%
85,4%
Equity / Total Liabilities
545,0%
535,2%
655,9%
Equity / Fixed Assets
728,2%
739,3%
637,0%
Current Assets / Current Liabilities
547,0%
603,6%
727,9%
b. Performance and Efficiency ratios
31.12.2022
31.12.2021
31.12.2020
EBITDA / Turnover
16,3%
17,1%
15,8%
Gross Profit / Turnover
42,8%
46,7%
48,2%
Turnover / Equity
82,6%
67,5%
62,0%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
8
Company
31.12.2022
31.12.2021
31.12.2020
a. Financial Structure ratios
Current Assets / Total Assets
80,2%
85,8%
83,2%
Equity / Total Liabilities
568,3%
548,8%
693,1%
Equity / Fixed Assets
695,3%
696,1%
610,0%
Current Assets / Current Liabilities
552,0%
604,6%
751,0%
b. Performance and Efficiency ratios
31.12.2022
31.12.2021
31.12.2020
EBITDA / Turnover
14,1%
14,8%
14,0%
Gross Profit / Turnover
39,2%
42,8%
44,7%
Turnover / Equity
80,0%
65,7%
60,4%
Building Facilities: The Company maintains in Oreokastro, Thessaloniki, in a privately owned
space, offices and warehouse. In the same premises, a retail store was operationg until
04/12/2022. Also, the Company maintains rented offices and exhibition space in Attica. In Cyprus
and Romania, the subsidiaries rent space for their offices.
Personnel: The number of employees at the end of the audited fiscal year 2022 amounted to 72
employees in the Group, specifically 66 in the parent company and 6 in the subsidiaries in Cyprus
and Romania. At the end of the previous year, the number of employees in the Group was 72
employees, specifically 66 in the parent company and 6 in the subsidiaries in Cyprus and Romania.
Investments: The Group structure as at 31.12.2022 is as follows:
Name Consolidation Method % of parent
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS Parent
AND TOYS S.A.
Ionia str., Oreokastro,
57013, Thessaloniki, Greece
AS COMPANY CYPRUS LTD Full Consolidation 100%
Akadimias 21 Aglatzia
2017, Nicosia, Cyprus
AS KIDS TOYS S.R.L Full Consolidation 100%
Calea Bucurestilor Νο 3A, Parter Camera P1
Otopeni, Romania
In the fiscal year ended 31.12.2022, the Consolidated Financial Statements drafted, included the
financial information of the subsidiaries of «AS COMPANY CYPRUS LTD» and «AS KIDS TOYS
S.R.L.».
The financial statements of the Group subsidiaries that are consolidated and their shares are not
traded on any stock market are posted at the following address:
https://ir.ascompany.gr/el/home/.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
9
Β. IMPORTANT EVENTS OF 2022
1. General Meeting of Shareholders decisions
The General Meeting of the Company's Shareholders held on June 2
nd
2022 took the following
decisions:
a) approved the Separate and Consolidated Annual Financial Statements for the fiscal year
1.1.2021 31.12.2021 (the Board of Directors’ Annual Report of management in a
consolidated form for the Company and its Group and the Annual Financial Report for the
Company and its Group, according to Law 4548/2018 and the International Financial
Reporting Standards); accompanied with the relevant reports of the Auditor.
b) approved the distribution of dividends for the fiscal year 2021, of a gross amount of 0,1163
per share. The gross amount was increased by the dividend corresponding to the 60.825 treasury
shares held by the Company, which were not entitled to a dividend.
c) approved the overall management of the Board of Directors for the fiscal year 1.1.2021 -
31.12.2021 according to article 108 of Law 4548/2018 and the discharge of the Auditors
for the same fiscal year, according to article 117 par. 1 case c ' Law 4548/2018.
d) The Shareholders were informed on the Audit Committee’s Annual Report by its Chairman,
according to article 44, par. 1 of Law 4449/2017, in which the description of the Company’s
sustainable development policy is included. The Annual Report of the Audit Committee aims
to inform the Shareholders on the Committee’s activity during the financial year 1/1/2021
-031/12/2021 and, as a result, there was no vote upon this specific item.
e) the Report of the independent non executive members of the Board to the General Meeting
for the year 1.1.2021-31.12.2021 was submitted to the General Meeting by the non
executive Vice President and independent member of the Board. The Report aims to inform
the shareholders and as a result, there was no vote upon this specific item.
f) it was unanimously decided to elect a new Board of Directors, which will manage the
company for the next three years, due to the expiry of the current Board's term of office,
and to appoint the independent members. Mr. Efstratios Andreadis, Mrs. Anastasia
Andreadou, Mr. Apostolos Petalas, Mrs. Theodora Koufou, Mr. Konstantinos Andreadis, Mr.
Michael Zarkadis, Mr. Ioannis Apostolakos and Mr. Theophilos Mehteridis were elected as
members of the Board of Directors. Mr. Apostolos Petalas, Mr. Michael Zarkadis and Mr.
Ioannis Apostolakos were appointed as independent non-executive members of the Board
of Directors. The fulfillment of the criteria and conditions stipulated in the law and the
Company's Suitability Policy for the candidate Board members who were elected was
determined by the Remuneration and Nomination Committee and confirmed by the Board
of Directors at their respective meetings held on 4.5.2022. At the same meetings, it was
also ascertained that the independence requirements of the nominated independent non-
executive directors were fulfilled in accordance with Law 4706/2020.
g) approved the Remuneration Report for the members of the Board of Directors during the
year 1.1.202131.12.2021, according to article 112 of Law 4548/2018, which was approved
by the General Meeting. It is noted that the relevant voting had an advising role.
h) approved the remuneration and benefits to the members of the Board of Directors for the
fiscal year 1.1.2021 31.12.2021.
i) the shareholders, following the assent of the Remuneration Committee, approved
unanimously the remuneration to be paid during the present year of 2022 to the members
of the Board.
j) elected the Firm of Certified Auditors under the name "KPMG Certified Auditors SA" (AM SOEL:
114), based in Athens, Stratigou Tompra 3, postcode: 15342, Agia Paraskevi), to carry out
the mandatory audit of the Financial Statements and the granting of the annual tax
certificate for the fiscal year 2022 (1.1.2022 31.12.2022)
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
10
2. Participation in exhibitions
After almost two and a half years, the trade fairs returned with a physical presence but also
without the restrictions imposed by the coronavirus pandemic. In the first quarter of 2022, due to
the restrictive measures in force, the Annual Corporate Exhibition in Greece did not take place,
nor did the international toy industry exhibitions in Hong Kong and Nuremberg. However, AS
started its dynamic participation in foreign exhibitions in May 2022, took part in the Distoy Fair in
London, creating contacts and prospects for new partnerships with important companies in the
field. In the second half of 2022, the Company participated as a guest for the first time in the
most important for Europe International Table Games Fair in Essen, Germany (Spiel Essen).
The Company is following the same strategic path in 2023, with targeted moves and new
presences. At the beginning of 2023, it participated for the first time since the pandemic at the
International Toy Fair in Nuremberg ("Spielwarenmesse"). Also, at the end of February, the Annual
Corporate Exhibition in Greece was held at the end of February at the Company's premises in
Athens. The Company's presence at foreign exhibitions is considered of utmost importance for its
efforts to open up new markets and for this reason it plans to actively participate in the next
industry exhibitions throughout the year. Nevertheless, our communication with domestic and
non-domestic customers, as well as with suppliers, is also carried out - where required - remotely,
using new technologies and the most up-to-date equipment.
3. Approval of Dividend Distribution for the fiscal year 2021
The Company’s Shareholders’ Ordinary Generally Meeting held on 02.06.2022 decided the
distribution of the dividend of the fiscal year 2021, of a gross amount of 0,1163285315 euros per
share, increased by the dividend corresponding to the 60.825 own shares held by the Company.
According to the applicable tax law provisions (article 64 of Law 4172/2013, in its latest applicable
form), a tax of 5% was retained for the dividend’s gross value (with the exception or modulation
of this percentage of retainment for the Shareholders subject to specific provisions). As a result,
the net amount received by the Shareholders came up to the amount of 0,1105121049 euros per
share. Beneficiaries of this dividend were the Company’s Shareholders registered to the files of
the Intangible Securities System (S.A.T), managed by the “Greek Central Securities Depository
S.A.”, on Thursday 23
th
June 2022 (Record Date), while the distribution of the Dividend took place
on Tuesday 28
th
June 2022, through the paying Bank "Piraeus Bank S.A..".
4. Special Negotiator pause announcement
The Athens Exchange Listing and Market Operation Committee of the Athens Stock Exchange, at
its meeting of 12.7.2022, approved the resignation of the company - Member of the Athens
Exchange "EUROBANK EQUITIES MONOPROSOPI S.A.", from the capacity of Special Negotiator
on the shares of the company "A.S. COMMERCIAL- INDUSTRIAL COMPANY H/IC & GAMES S.A.".
The last day of the Special Negotiation was set as Friday 29 July 2022.
5. Digital Transformation of the Group
As part of its Digital Transformation, the Group invests in new technologies, which is why it has
chosen SAP Business One as its new ERP. The aim of the implementation of the new ERP is to
improve the effectiveness and efficiency of internal processes, better service to our customers,
faster and more effective decision-making, and support profitable growth. Its productive operation
started on 1 January 2023. At the same time, in 2022 the Group completed its investment in
Digitalization with the creation of a B2B platform which started its operation at the end of 2022.
6. Issuance of tax certificate for the year 2021
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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The tax audit of the Company for the year 2021, carried out by the Certified Public Accountant in
accordance with article 65A of Law 4174/2013, was completed on November 29, 2022, and the
corresponding Tax Compliance Report was issued with a conclusion "without reservation".
7. Engagement of AS Company SA in the sector of Luxury Tourist
Accommodation development
The Management of the Company, realizing the great opportunities presented in the rapidly
changing business environment, as well as the challenges created by demographics, climate
change, the digitalization of trade, geopolitical developments, etc., considers it necessary to
balance the Company's prospects and risks, with its activity in the development of luxury tourist
accommodation, taking advantage of the great comparative advantages that our country has to
offer in the tourism sector. The Company's financial structure, with its proven ability to generate
strong cash flows even in difficult economic conditions, such as the economic crisis, pandemic and
energy challenges, combined with its adequate investment portfolio, allows it to exploit
opportunities in the tourism sector, which has proven to be particularly resilient in recent years in
Greece and with potential for further growth.
AS Company has acquired a number of adjacent tracts of land, totalling 62,172.05 sqm, in the
highly attractive tourist areas of Elounda and Plaka Elounda, Lassithi, Crete, for the development
of luxury tourist accommodation. The total value of the transaction as at 31.12.2022 amounts to
EUR 2.262.741, including the transfer taxes. At the end of the financial year, approximately 80%
of the total transaction planned up to now by the Group's management was successfully
completed in the aforementioned two areas.
8. Dividend payment from AS COMPANY CYPRUS LIMITED to the Mother
company
The meeting of the Board of Directors of the subsidiary Company held on 18.10.2022 decided to
pay a dividend, which amounts to EUR 1,200,000 to the mother Shareholder of the subsidiary,
from the subsidiary's retained earnings in accordance with its financial statements as of 30 June
2022.
9. Board constitution
According to the decision of the Board of Directors of the Company from 01.02.2022, it was
decided that the up to then non-independent and non-Executive member of the Board of Directors
Mr Konstantinos Andreadis of Efstratios. Mr. Konstantinos Andreadis will henceforth be responsible
with new foreign markets development.
C. FINANCIAL RISK MANAGEMENT AND FINANCIAL ASSETS
The Group faces various risks and uncertainties related to its operations, which may significantly
affect its legal entities, their financial condition, business operations and cash flows.
Indicatively, the list of risks to which the Group is exposed is:
- Strategic risks
- Internal risk factors
- Country and international risks
- Profitable growth risk
- Supply chain risks
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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- Market risks - Cost reduction systems
- Human resource systems risks
- IT risks
- Compliance risks
- Financial risks
- Reporting risks - Maximum financial risks
- Risks - Internal Control and Risk Systems
- Risks - Sustainability Risks.
- Risks from Geopolitical Developments
C1. Planning to address major risks
The Group's management has prioritized the following 5 most important risks with regard to the
achievement of its strategic objectives.
- Profitable growth risk. In order to achieve profitable organic growth objectives, it is essential to
plan a response to the risks and limit the obstacles that will arise.
- Sustainable growth risk. In order to achieve the objectives of sustainable growth and to reduce
the competitiveness risk in relation to large companies that can take advantage of their faster
adaptation to the objectives of sustainable growth, there must be integrated response plans.
- Internal risk factors. To achieve the Company’s goals and vision, we need a healthy organization
that will be able to improve existing core competencies, develop new ones such as
internationalization competencies, new digital competencies with a focus on digitization and
collective leadership with high standards of corporate governance, adjusted to the specialties and
size of the Group and the Company.
- Compliance risks. Compliance with the requirements of the legislative framework is an ongoing
process that the Group must and strives to meet consistently.
- Risks from Geopolitical Developments. International political issues such as the war in Ukraine,
Greece's relations with Turkey are and will remain beyond the Group's control.
C2. Categorization of risks
The principal risks to which the Company and the Group are exposed have been categorized as
follows:
a. Business Risks
Risks related to the Group's strategy and the industry in which it operates, such as the speed of
response to changing customer/consumer demands, competition, regulatory framework and the
Company's reputation, as well as issues such as technological innovation.
b. Operational risks
Risks in relation to the Group's operations, arising from factors such as the supply chain
(procurement, production, distribution), financial reporting. Errors - fraud and third parties’
malicious acts that may affect the information system and communications as well as security in
customer service
c. Financial risks
Risks arising from the general macroeconomic environment on the one hand and factors that
constitute obstacles for the Group to meet its commitments and financial objectives on the other.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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The primary objective is to maintain strong creditworthiness and healthy business ratios to support
its business plans.
d. Risks from Geopolitical Developments
The Group's business is affected by the level of disposable income from economic consumption
which is influenced consequently by conditions such as inflation, GDP, unemployment levels and
taxation. Geopolitical developments in the countries of Europe in particular as well as in Greece's
relations with Turkey create a climate of uncertainty, resulting in a contraction of demand in the
product category in which the Group operates.
C3. Description of the main risks and uncertainties
The main risks that have a direct impact on the financial results are listed below.
(a) Foreign Exchange risk
This specific risk relates to the foreign exchange rate between euro and other currencies that are
related to the sales and purchases of the Company and the Subsidiaries.
The Group carries out a significant part of its imports from China which are invoiced in US Dollars
(USD). In 2022, purchases in dollars accounted for 63.3% of total purchases compared to 60.4%
of purchases in the previous period. The value of imports in dollars (USD) is increased by +54.8%
compared to the same period last year due to both higher sales and the Group's management's
decision to maintain higher inventories due to the general uncertainty in the global market
conditions.
The Group maintains cash and investment products in dollars (USD), which cover 41,3% of the
imports value in dollars made within 2022.
The average foreign exchange rate between euro/dollar the last 3 years is as follows:
2019
2020
2021
2022
Average exchange rate
1,1195
1,1419
1,1827
1,053
Annual change %
(5,21%)
2,0%
3,6%
(11,0%)
The Group in 2022 did not use financial instruments to reduce its exposure from foreign exchange
risk arising from the markets.
Due to the Group's activities in Romania through its subsidiary AS KIDS TOYS S.R.L., there is an
exchange rate risk of impairment of its net position from assets valued in Romanian lei (RON).
Based on the Group's overall net position figures, this risk remains at low levels.
(b) Interest rate risk
The Group's companies have credit limits in banks, but due to the significant liquidity, they have
not resorted to bank lending in 2022 and all their needs in working capital are financed by their
own available cash. The amount borrowed at the end of the financial year related to a balance in
a current account of EUR 20,824.61.
The Group does not use derivative financial instruments to reduce its exposure to the interest rate
risk at the date of preparation of the Statement of Financial Position.
The Group is closely monitoring developments and adjusting its policy to protect its high cash
holdings and continues to invest in a highly rated portfolio.
The Management considers that the aforementioned risk is not expected to significantly affect the
financial position of the Company and the Group.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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(c) Risk from commodity prices fluctuations and dependence for the supply of the goods.
Given that most of the toys traded by the Company and its Subsidiaries are imported from China,
any change in trade relations between China and the European Union, or any change in the
exchange rate between CNY/USD given that most of the of the Group's purchases are made in
USD, may affect positively or negatively, depending on the situation, the supply of customers and
sales of the Group, on the one hand, and on the other the Cost of Sales and Profitability.
Given that more than 60% of the Group's products originate from China and in order to limit the
financial impact of extraordinary events (e.g. temporary trade blockade - imposition of duties etc.)
the Management has adopted a policy of higher stock levels to ensure smooth supply to its
customers.
The Company continuously monitors the financial data of the Chinese market by maintaining long
lasting relationships with its suppliers. The Company also participates in exhibitions in China with
the purpose of setting up a preferred suppliers list, with whom it could enter into a business
relationship.
(d) Credit risk and liquidity risk
This specific risk has to identify the risk that the Company or the Group may face if a customer
fails to fulfil his contractual obligations. The Group and the Company, in order to reduce their
credit risk, apply a rational credit policy, taking into account any market information collected from
data banks for the credibility of their customers. The receivables of the Group and the Company
derive mainly from wholesales, while a significant part of the receivables derive from large
customers.The financial position of its customers is continuously monitored by the Group and the
Company by controlling the volume of credits as well as the credit limits provided. If deemed
necessary additional collaterals and guarantees are obtained.
Due to the size of the Company's trading circuit, the potential credit risk for the Group currently
concerns mainly the Company.
Potential credit risk exists in cash and cash equivalents and investments. In these cases, the risk
may arise from the inability of the counterparty to meet its obligations to the Group. The Group
ensures that it maintains appropriate diversification, and invests in institutions with enhanced
credit ratings to reduce risk.
The credit risk, which may arise from the failure of financial institutions to meet their obligations
to the Group in respect of investments and cash holdings, has been significantly reduced as the
majority of these are placed either with systemic Greek banks or with international banks outside
Greece with high investment grade ratings.
Liquidity risk exists in the event where the Group cannot fulfil its financial obligations. As appears
in the financial statements, both at Company and at Group level, the liquidity risk is fully controlled
(see working capital ratio).
GROUP 31.12.2022 31.12.2021
Current Assets / Current Liabilities 547,0% 603,6%
Company 31.12.2022 31.12.2021
Current Assets / Current Liabilities 552,0% 604,6%
As far as the cash flow risk is concerned, it is noted that the Company and the Subsidiary in Cyprus
are adequately protected, due to: a) their positive cash flows as mentioned above, b) the high
credit rating from the banking institutions, c) the financial assets of the Company, whose carrying
amount in the financial statements does not deviate from their fair value, d) maintaining liquid
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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assets in banks with a good rating by international firms and e) placing the Company's assets for
investment in marketable securities.
The subsidiary in Romania as of 31-12-2022 had 415.123 in cash and has secured a bank’s
funding line of €200.000 which has not been used as of to date.
Due to the seasonality in the Group's products, a rational management of working capital is
required because in any other case additional financial costs may burden its results. The Group
has sufficient funding lines from various Banking Institutions.
The tables below summarize the maturities of the Company's and the Group's financial liabilities
at the date of preparation of the financial statements based on the payments terms resulting from
the relevant loan term agreements or the agreements with the counterparties.
Group
Total
Up to 1 year
From 1 to 5 years
2022
2021
2022
2021
2022
2021
Accounts payable
20.825
0
20.825
0
0
0
Liabilities to suppliers
2.435.960
3.063.528
2.435.960
3.063.528
0
0
Lease liabilities
138.606
227.760
91.135
104.518
47.471
123.242
Other short-term liabilities
3.648.857
2.652.964
3.648.857
2.652.964
0
0
Total
6.244.247
5.944.252
6.196.776
5.821.009
47.471
123.242
Company
Total
Up to 1 year
From 1 to 5 years
2022
2021
2022
2021
2022
2021
Lease liabilities
20.825
0
20.825
0
0
0
Liabilities to suppliers
132.066
213.608
84.595
96.570
47.471
117.038
Accounts payables
2.210.652
2.793.998
2.210.652
2.793.998
0
0
Other short-term liabilities
3.331.886
2.404.816
3.331.886
2.404.816
0
0
Total
5.695.428
5.412.422
5.647.957
5.295.384
47.471
117.038
Based on the above facts, the Group's Management estimates that Cash and Short-term
Investments, in addition to the abovementioned liquidity capabilities, adequately offset the
aforementioned risks.
(e) Insurance Risk (non financial risk)
Given that most of the Company's merchandise is carried over from its warehouse to customers,
the Company should be covered by its exposure to counterparty risk by insuring its products.
For this purpose, the Company carries out insurance of its facilities by a consortium of insurance
companies, something that gives adequate insurance cover for all the main risks.
The subsidiaries of Romania and Cyprus do not have their own warehouse and the transportation
of goods takes place through the Company's warehouse facilities. The products are insured during
their transport, both to the warehouses of the Company, and until their delivery to the subsidiaries
customers.
(f) Risks from potential impairment of financial assets
The Company makes short-term investments (mainly bonds) of high credit rating after assessing
the relevant ratings from international agencies. As a rule, the bonds in which part of its cash is
invested are transferable securities traded mainly on the secondary market and other regulated
markets. The risks arising from investments in bonds are: (a) the risk of default on the repayment
of the capital invested; (b) market risk associated with fluctuations in bond prices resulting from
changes in interest rates and inflation (c) liquidity risk resulting in the bond being sold at a price
below its fair valuation and (d) the risk of early repayment by the issuer resulting in a reduction
in the expected return and the inability to reinvest the capital in products with similar returns.
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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(g) Seasonality Risk
The Group operates in an industry that is highly seasonal, particularly during the Christmas and
Easter period. Indicatively, the Group's sales in the last quarter of the financial year - Christmas
period - account for 33% to 43% of its sales. This seasonality requires proper planning of
deliveries and timely delivery of the quantities requested by our customers.
Any inability of the Group to cope with the increased demand during these periods will negatively
affect the financial results of the entire financial year.
Other risks
The demand of Company’s products is influenced by external factors such as the economic
uncertainty, the reduced consumption and the consumers preference for low-priced products. The
geopolitical developments mainly in the countries of Europe, have given rise to a climate of
uncertainty, having as a result the decrease of demand in the product category the Group is
engaged in. In this context, the Company’s Management has made a selection of quality products,
which are attractive to consumers throughout the year.
The Group's Management aims to limit the potential negative impact of these risks on its financial
results and constantly adapts to new situations in order to maintain its activities unaffected.
D. STRATEGY OF THE COMPANY AND PERSPECTIVES FOR THE YEAR 2023
2022 was characterized by increased uncertainty and volatility in the global macroeconomic
environment. Key concerns, such as supply chain disruptions and geopolitical developments
centered on Ukraine and inflationary pressures, stem from the energy crisis. The first half of 2022,
the Greek Economy recorded an upturn but rising inflation significantly impacted growth in the
second half of the year and is expected to continue to affect growth in subsequent years. As a
result of the above, households' disposable income has declined and their operating expenses
have increased, factors that have reduced consumer purchasing power.
In this negative global environment, in an attempt to offset the strong inflationary pressures, the
ECB recently made the first interest rate increase above its initial forecasts. The contribution of
the Recovery & Resilience Fund (RRF) is expected to boost the Greek economy with more than
€30 billion over the coming years.
Despite the uncertain and volatile environment, the Management is monitoring global
developments, taking the necessary measures to address any impact on its operating activities
and always trying not to deviate from its vision for further growth. The Group's Management
continues to grow its sales in the three countries where it operates, with the constant launch of
new products in its main categories. To achieve this, the Group has focused on further increasing
its market share in the children's toy sector, with categories combining quality & price. The Group
also continues its organisational and digital restructuring actions, paying particular attention to
the digital footprint in all its activities. The Group's strategy is focused on providing the necessary
digital tools to its customers and consumers, with an emphasis on e-commerce. By leveraging
digital tools and new technologies, customers can now make wholesale purchases online through
the B2B digital platform as well as have direct access to digital materials and content for AS
Company products, so that end consumers can have a complete, omnichannel experience in their
contact with the Company, offline & online.
Shielding liquidity, achieving profitable results and maintaining a strong competitive position are
key objectives of the Management for FY 2023. At the same time, the Group's Management,
realizing the great opportunities presented in the rapidly changing business environment and the
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
17
challenges created by demographics, climate change, digitalization of trade, geopolitical
developments, etc., considers it necessary to balance the Group's prospects and risks. For this
reason, it plans with careful steps its activity in the tourism sector, in order to take advantage of
the great comparative advantages that our country has in this sector. In this context, the
acquisition in recent months, groups of adjacent plots in the areas of Elounda Lassithi and Plaka
Elounda Lassithi. The Management continues to investigate the possible acquisition of other land
plots adjacent to the acquired land in the two aforementioned areas or in other areas with
increased tourism development potential. The specific, case-by-case exploitation method and the
timing of its implementation will be decided after the completion of possible additional
acquisitions, in cooperation with specialized consultants and after taking into account the general
conditions. In any case, it is estimated that the consolidation of the land acquired per area has
already added value to the acquisition value of each individual plot of land, given the possibility
of exploiting the now unified areas on much more favorable terms, in accordance with the current
legal regime.
The Company's financial structure, with its proven ability to generate strong cash flows even in
difficult economic conditions, such as the financial crisis, pandemic and energy challenges,
combined with its investment portfolio, allows it to exploit opportunities in the tourism sector,
which has proven to be particularly resilient in recent years in Greece and with potential for further
growth. AS Management is firmly convinced that, with the Company's leading role in the gaming
sector and careful development in that of Tourism, its financial performance will improve even
further for the benefit of its shareholders, its employees and society.
Ε. RELATED PARTIES TRANSACTIONS
The definition of related parties includes, as defined by IAS 24, in addition to subsidiaries and
affiliates, also management and members of the Board of Directors.
Transactions with related parties during the year 2022, i.e. intercompany sales / purchases and
intercompany balances, were all transactions within the scope of the Company's business
operations.
All related party business transactions were conducted only with AS COMPANY CYPRUS LTD and
AS KIDS TOYS S.R.L.. No intercompany transactions were conducted beyond those described
above.
Sales
2022
2021
AS COMPANY CYPRUS LTD
1.713.411
1.235.473
AS KIDS TOYS S.R.L
1.105.688
817.641
Total
2.819.099
2.053.114
Purchases
2022
2021
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
Other Transactions
2022
2021
AS COMPANY CYPRUS LTD
110.214
100.739
AS KIDS TOYS S.R.L
76.823
84.769
Total
187.037
185.507
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
18
Balances from trading transactions
Receivables
2022
2021
AS COMPANY CYPRUS LTD
953.215
795.798
AS KIDS TOYS S.R.L
568.876
454.897
Total
1.522.092
1.250.694
Payables
2022
2021
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
In fiscal year 2022 a dividend was approved from the subsidiary AS COMPANY CYPRUS LIMITED
to the Parent Company in the amount of EUR 1.200.000 (2021:0).
The remuneration to the Directors and the Company's management are analyzed as follows:
Remuneration and Transactions of
Management
Group
Company
Short term employee benefits
2022
2021
2022
2021
Salaries
519.087
580.181
519.087
504.931
Social Security cost
86.356
94.472
86.356
85.341
Total
605.443
674.653
605.443
590.272
Remunerations and Transactions of Board of
Directors Members
Group
Company
Short term benefits
2022
2021
2022
2021
Salaries
440.000
332.160
410.000
307.160
Social Security cost
71.819
50.843
70.992
50.640
BoD Remuneration Stamp
4.920
3.686
4.920
3.686
Other fees
48.510
34.140
48.510
34.140
Total
565.249
420.829
534.422
395.626
No loans have been granted to the Board of Director members, or to Management (and their
families). There were no changes in the transactions between the Company and its related persons
which could have a material impact on the Company's financial position and performance.
The fees paid during the fiscal year 2022 to the Chairman of the Board of Directors Mr. Efstratios
Andreadis, the Executive Vice President of the Board of Directors Mrs. Anastasia Andreadou, the
Executive member Mr. Konstantinos Andreadis and the non-executive members Mr. Ioannis
Apostolakos, Theofilos Mehteridis and Apostolos Petalas, concern remuneration of their position
as members of the Board of Directors. The Company does not pay remuneration to the Members
of the BoD for their capacities as members of the Audit Committee and the Remuneration and
Nomination Committee.
According to the decision of the Annual General Meeting on 02.06.2022, the payment of the
annual gross remuneration from the profits of the closed financial year 1.1.2021-31.12.2021 was
approved.
Theophilos Mehteridis, a non-executive member of the Board of Directors, was also paid fees due
to the provision of customs clearance services, in the context of his professional cooperation with
the Company, based on a relevant assessment of the Board of Directors. The fees paid to the
executive member of the Board of Directors, Mrs. Theodora Koufou, relate to the provision of
dependent work services to the Company throughout the financial year. The Directors who are
not members of the Board of Directors received fees based on their dependent employment
contracts with the Company.
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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F. Corporate Governance Declaration
This Corporate Governance Declaration has been prepared in accordance with article 152 of Law
4548/2018 (Government Gazette A '104/ 13.06.2018), with the Law 4760/2020 and the relative
decisions and directives of Hellenic Capital Market Commission. It is included in the Annual Board
of Directors Report for the fiscal year 2022, as a special part of it; and is available through the
Company's website. The contents below reflect the current legal and factual situation.
CONTENTS
Corporate Governance Declaration
I. Corporate Governance Rules
II. Corporate Governance Code
III. Corporate Governance Practices in addition to legislation requirements
IV. Deviations from the Corporate Governance Code Justification
V. Description of the main features of internal audit and risk management systems of the
Company and Subsidiaries' regarding the process of preparing the financial statements
VI. Information required under Article 10 (1) (c), (d), (f), (h) and (i) of Directive 2004/25 /
EC of the European Parliament and of the Council of 21 April 2004 on takeover bids,
provided that the Company is subject to this Directive.
VII. Information on the operation of the General Meeting of Shareholders and its basic powers
as well as a description of the rights of shareholders and how to exercise them.
VIII. Information on the composition and operation of the Board of Directors
IX. Information on the composition and operation of the Audit Committee
X. Information on the composition and operation of the Remuneration and Nominations
Committee
XI. Diversity policy in administrative, management and supervisory bodies.
XII. Evaluation of the Company’s Internal Control System from an independent evaluator
I. Corporate Governance Rules
The Company has adopted and applies the Corporate Governance Rules as they are valid from
the applicable legislation and the applicable international practices in connection with its principles
and corporate culture, aiming at functionality, efficiency and transparency towards the investing
public and safeguarding interests of shareholders’ and all those who are in any way connected
with its operation.
II. Corporate Governance Code
In the context of the implementation of the current legislative framework and in accordance with
the specific provisions of Article 17 of Law No. 4706/2020 and the Decision 2/905/3.3.2021 of the
Board of Directors of the Hellenic Capital Market Committee, the Company has voluntarily adopted,
with the resolution of 15.7.2021 decision of its Board of Directors, replacing the Corporate
Governance Code of SEV (2013), the Greek Corporate Governance Code (June 2021) of the
Hellenic Corporate Governance Council, with deviations consistent with its specific characteristics
and making its management more flexible and functional (see below, under IV).
The adopted Code in its initial format (without deviations) is uploaded on the electronic address:
http://www.sev.org.gr/Uploads/pdf/kodikas_etairikis_diakivernisis_GR_OCT2013.pdf
The BoD may approve amendments to the Code of Corporate Governance applied by the
Company. In this case, the amended text after its approval and/or the amendments will be
uploaded on the Company’s website.
III. Corporate Governance Practices in addition to legislation requirements
The Company does not apply additional Corporate Governance practices than those set out in the
adopted Governance Code and the applicable legislation.
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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IV. Deviations from the Corporate Governance Code Justification
1. Clause of 1.20. of the Code of Governance stipulates that:
«The Members of the Board of Directors shall receive the agenda of the next meeting and
supporting documents in good time, i.e. before the expiry of the statutory deadlines, so that they
can study them, taking into account each time the complexity of the issues to be discussed".
In the Board of Directors' rules of operation, which has been adopted, it is provided that the
Members of the BoD may take decisions without observing the formalities of the Law, provided
that all the members of the Board of Directors are present or participate and no member objects,
even without a prior meeting, under the conditions provided for in article 94 of Law 4548/18 and
articles 14 and 15 para 4 of the Company's Articles of Association. In practice, it has been proven
that in many cases and if the nature and scope of the matter to be discussed does not require
prior information and study on the matter, the Board of Directors may take decisions as described
above, for reasons of speed and flexibility.
2. Clause 2.2.12 of the Code of Governance stipulates that:
«The independent non-executive members shall not be less than one second (½) of the total
number of the members of the Board of Directors».
According to the current structure of the Board of Directors, it consists of eight (8) members, of
which four (4) are executive members and four (4) are non-executive members. Of the non-
executive members, three (3) are independent non-executives. It is considered that at this stage,
with the structure and needs of the Company, the administration and management of the affairs
of the Company is served in the best possible way, without requiring the Board members to be at
least half independent non-executive Members.
3. According to clauses 2.2.21, 2.2.22 and 2.2.23 of the Code of Governance:
«2.2.21. The President is elected by the independent non-executive members. In the event that
the President is elected by the non-executive Members, one of the independent non-executive
Members is appointed either as Vice President or as Senior Independent Director».
«2.2.22. The independent non-executive Vice President or the Senior Independent Director, as
the case may be, has the following responsibilities: to support the President, to act as a liaison
between the President and the Members of the Board of Directors, to coordinate the independent
non-executive Members and to lead the evaluation of the President».
«2.2.23. When the President is an executive Member, the independent non-executive vice-
President or the Senior Independent Director shall not replace the President in his executive
duties."
The current Articles of Association of the Company (article 12), as well as the Board Rules of
Operation which was approved pursuant to No. 793/30.11.2022 minutes of the Board, stipulate
that the BoD elects a President who is an executive Member, a non-executive Vice-President and
an executive Vice-President. In the event that the President is absent or unable to perform his
duties, he shall be replaced as President of the BoD, in his non-executive duties by the non-
executive Vice-President and in his executive duties by the executive Vice-President, and in the
event that both of them are absent or unable to perform their duties, by another member of the
Board of Directors in a similar capacity, to be determined specifically by the Board of Directors.
The adopted structure of the Board of Directors meets the requirements and definitions of the
Law and is deemed functional and adequate, both in terms of regulatory compliance and in terms
of flexibility and efficiency in the exercise of the respective responsibilities.
4. According to clauses 2.3.1., 2.3.2., 2.3.3. and 2.3.4 of the Code of Governance:
2.3.1 The Company has a framework for filling positions and succession of the Members of the
Board of Directors, in order to identify the needs for filling positions or replacements and to ensure
the smooth continuity of the management and the achievement of the Company's purpose.
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2.3.2 The Company ensures the smooth succession of the Board of Directors’ Members by
gradually replacing them in order to avoid a lack of management.
2.3.3 The succession framework takes into account in particular the findings of the evaluation of
the Board of Directors in order to achieve the required changes in its composition or skills and to
maximize the effectiveness and collective suitability of the Board.
2.3.4 The Company has also a succession plan for the CEO..."
In addition, clause 3.3.2 of the Code stipulates that:
"3.3.2 "The Board of Directors ensures for the Company an appropriate succession plan to ensure
the smooth continuity of the management of the Company's affairs and decision-making after the
departure of its Members, in particular executive and committee Members."
The Company, in the context of its compliance with the new institutional framework of Law No.
4706/2021 and the Circular 60/18.9.2020 of the Hellenic Capital Market Commission, the General
Meeting of the Company's Shareholders approved the Suitability Policy for the Members of the
BoD, by the decision of the General Meeting of the Company's shareholders No. 47/25.6.2021.
The Company complies in principle with clauses 2.3.1, 2.3.2 and 2.3.3 of the Code, regarding the
existence of a framework for the replacement and succession of Board members, in particular
concerning the independent BoD Members, but does not have a succession plan for the CEO,
which is under process, with the cooperation of the Remunerations and Nominations Committee
and the Company’s new HR Manager, who was hired in 20/03/2023.
If any issue of change, replacement of members of the Board of Directors and of the CEO arises,
it will be dealt with by the Remuneration and Nominations Committee, which, having the powers
of articles 11 and 12 of Law no. 4706/2020 and applying the provisions of the that article, of
Circular 60 of the Hellenic Capital Market Commission and of the Suitability Policy adopted by the
Company, identifies and evaluates the candidates and submits its proposal to the BoD, for the
persons it deems suitable to become Members of the BoD. The Board of Directors is then
competent, as part of its constitution and delegation process, to appoint a Managing Director in
accordance with the Company's Articles of Association.
5. Clauses 2.4.3 and 2.4.4 of the Code of Governance stipulate that:
"2.4.3 The remunerations of the executive Members of the Board of Directors and of the
Company’s senior management is linked to the size of the Company, the complexity of its activities,
the extent of their responsibilities, their degree of responsibility, the corporate strategy, the
Company's objectives and the realization of these, with the ultimate goal of creating long-term
value for the Company. The process for the developing the remuneration policy is characterized
by objectivity and transparency. The additional remuneration of the Members of the Board of
Directors should be linked to the achievement of certain objectives and should depend on or be
justified by the financial results of the Company based on its annual financial statements.
2.4.4 Additional remunerations of Members of the Board of Directors who participate in
Committees for transparency and information purposes is shown distinctively in the remuneration
report and also in their approval of the general meeting".
The Company has provided in the Remuneration Policy adopted, the possibility of granting to the
executive Members of the BoD additional remuneration, based on predefined measurable
quantitative and qualitative criteria, both short and long-term, which will be linked to the individual
performance of the beneficiary and to the positive financial performance of the Company and the
Group. Based on the resolutions of the General Meetings, no such remuneration has been
approved and granted to date. All members of the BoD, in such capacity and as Members of the
Company's Committees, receive fixed remuneration, which is deemed by the Remuneration
Committee to be in line with the Company's financial situation and market conditions, taking into
account various factors, such as the specific duties of each member, the need to allocate the time
required to perform them, etc.
6. Clause 2.4.10 of the Governance Code stipulates that:
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"2.4.10. The Board considers and links executive directors' remuneration to indicators relating to
ESG and sustainable development issues that could add long-term value to the Company. In this
case, the Board shall ensure that these indicators are relevant and reliable and promote the proper
and effective management of ESG and sustainable development issues."
The Company does not link the remuneration of the executive members of the Board of Directors
to the above indicators. Fixed remuneration is paid, based on the prevailing general economic
conditions and the financial situation of the Company itself. It is noted that the Company is not
obliged - due to its size - to publish non-financial statements, in accordance with Regulation
2014/95/EU and Law 4548/2018.
7. Clauses 3.3.3, 3.3.4 and 3.3.5 of the Code stipulate that:
"3.3.3 The Board of Directors annually evaluates its effectiveness, the fulfillment of its duties, as
well as those of its committees”.
3.3.4 The Board of Directors collectively, as well as the President, the CEO and all other Members
of the Board of Directors are evaluated annually on the effective performance of their duties. At
least every three years this evaluation is facilitated by an external consultant.
3.3.5 The evaluation process is chaired by the President in cooperation with the Nominations
Committee. The BoD also evaluates the performance of its President, a process which is chaired
by the Nominations Committee."
Considering that the provision of clause 3.3.5. of the Code takes as a given that the President of
the BoD is non-executive, while in the Company the President is executive and a non-executive
Vice-President is appointed, the latter will preside over the evaluation process, which will be
conducted in cooperation with the Nomination Committee. In compliance with the above
provisions, the Company has established a Policy and Procedure for the Evaluation of the Board
Members (individual and collective) and its Committees, namely the Audit Committee & the
Remuneration and Nominations Committee, where it is provided that the Non-Executive Vice-
Chairman is in charge of the relevant evaluation procedures, assisted and cooperating with the
Remuneration and Nominations Committee and the Company Secretary.
8. Clauses 5.1. and 5.6. of the Code of Governance provide for the following, in accordance with
the provisions of article 14 para 3b of Law No. 4706/2020 and of article 151 of Law 4548/2018:
"5.1 Among others, the Company's operating regulations include the Company's sustainable
development policy, where applicable.[...]
5.6 The Company shall adopt and implement a policy on ESG and sustainable development issues
(Sustainability Policy)".
According to the first subparagraph of para. 1 of article 151 of Law No. 4548/2018: "
1. Big Société
Anonyme Companies which constitute entities of public interest, within the meaning of Annex A
of Law No. 4308/2014, and which, at the date of closing their balance sheet, exceed the average
number of five hundred (500) employees during the financial year, shall include in the
management report a non-financial statement containing information, to the extent necessary for
an understanding of the evolution, performance, position and impact of its activities, at least in
relation to environmental, social and labour issues, respect for human rights, the fight against
corruption and issues relating to bribery”.
The Company, due to its size, does not fall into the scope of application of the above provision,
which leads to the obligation to adopt a sustainable development policy. Therefore, a deviation
from clause 5.1. of the Code is introduced, as it is not required for the Company's Operating
Regulations to include its sustainable development policy. The Company does not intend to directly
adopt and implement a policy on ESG and sustainable development issues (Sustainability Policy),
as per clause 5.6 of the Code, to the extent that it is not mandatory under the applicable regulatory
framework. The BoD will consider adopting such a policy in the future.
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V. Description of the main features of the internal audit and risk management
systems of the Company and its Subsidiaries regarding the process of preparing
the financial statements.
An internal audit system is defined as the set of procedures that are implemented by the Board
of Directors, the Management and the rest of the Company's personnel, in order to ensure the
efficiency and effectiveness of the company's operations, the reliability of the financial information
intended to be used to the preparation of financial statements and compliance with applicable
laws and regulations. Its responsibilities include, between others, monitoring financial information,
evaluating and improving risk management and internal audit systems, as well as verifying
compliance with the statutory policies and procedures as defined in the Company's Internal Rules
of Operation and applicable legislation.
2022 was AS Company Cyprus Ltd’s seventh year of operation from its establishment in May 2016
and the internal audit and risk management systems are currently exercised on a case by case
basis by executives of the Company or external associates who assist the Management of the
Subsidiary.
AS KIDS TOYS S.R.L. in the year 2022 covered its fifth year of operation, while the company’s
sales activity officially began in the 4
th
quarter of 2018. The internal control and risk management
systems are currently exercised by Company executives or external associates who assist the
Management of the Subsidiary. The accounting services of the two subsidiaries have been
outsourced to local partners supervised by the Chief Financial Officer and the Parent Company's
accounting department on a monthly basis.
The Company and its Subsidiaries apply the following control and validation procedures for the
preparation of the financial statements:
The Accounting Department carries out periodic reconciliations on receivables, liabilities, cash
and short-term investments
Uniform budgets for the following year are prepared and approved by the Board of Directors
of the company with the cooperation of the subsidiaries’ managers.
Summary profit and loss statements for the financial position are prepared monthly based on
IFRS standards and uniform accounting applications and procedures enforced.
The subsidiaries submit their six-month and annual statement of financial position and
income and comprehensive Statement of Profit or Loss according to specific closure and audit
procedures
The Accounting Department carries out the consolidation entries based on IFRS standards.
The Financial Statements of the Company and the Group are audited by independent
statutory auditors the work of whom are monitored by the Audit Committee. The plan of the
BoD’s Financial Statement is monitored and audited by the Audit Committee, which in turn
makes its recommendations to the BoD of the Company regarding its approval.
There are security safeguards related to the security of the information systems used and
classified access to data according to the hierarchical level and the user's tasks.
There is regular communication between the Auditors, the Management and the Audit
Committee, as well as between the Audit Committee and the Chief Financial Officer and the
Head of the Internal Audit Unit.
The Board of Directors confirms the fulfilment of the independence requirements of the
independent Members of the Board of Directors at least annually and in any case before the
publication of the annual financial report.
Security measures are in place, applied by, the Company’s and the Group’s Management, from
the one hand, in order to perform their corporate functions and by the Audit Committee of the
Company, on the other hand, concerning the Internal Audit System based on the Internal Rules
of Operation.
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VI. Information required under Article 10 (1) (c), (d), (f), (h) and (i) of Directive
2004/25 / EC of the European Parliament and of the Council of 21 April 2004 on
takeover bids, provided that the Company is subject to this Directive.
The Company does not fall within the scope of this Directive.
VII. Information on the operation of the General Meeting of Shareholders and its basic
powers as well as a description of the rights of shareholders and how to exercise them.
General Meeting Mode of Operation
The General Meeting is held under the terms of Law 4548/2018 and the Company's Articles of
Association, published in its current version on the Company's website
https://www.ascompany.gr/
The BoD prepares and publishes draft resolutions in due time and ensures the careful preparation
and smooth conduct of the General Meeting of shareholders. In this context, it facilitates the
effective exercise of shareholders' rights, who can easily be informed about issues related to their
participation in the General Meeting, including the agenda items and their rights. In the General
Meeting of shareholders all information and clarifications are provided, in the context of a
meaningful dialogue between Management and shareholders. The Company posts on its internet
site at least twenty (20) days (excluding Repeat Meetings or Meetings which are equal to Repeat
Meetings) before the General Meeting information on:
The date, time and venue of the General Meeting of Shareholders,
the basic rules and practices of participation, including the right to introduce items on
the agenda and submit questions, as well as the deadlines within which such rights may
be exercised,
voting procedures, proxy terms and forms used for proxy voting,
the proposed agenda for the meeting, including draft decisions for discussion and
voting, as well as any accompanying documents,
the proposed list of Nominees for the Board of Directors and their CVs (if there is a
subject of election of members),
The assessment of the individual and collective suitability of the candidates for new
Board members (if there is an issue of election of new members), and the determination
of the suitability criteria of the candidates for new Board members by the Board itself;
and
the total number of shares and voting rights at the date of the meeting
any other information necessary according to the applicable legislation.
At least the President of the Board of Directors of the Company, the Vice-President, the Chief
Executive Officer, the Head of the Audit Committee, the internal auditor and the regular auditor
are present at the General Meeting of Shareholders in order to provide information on issues of
their competence for discussion, and upon questions or clarifications requested by shareholders.
The President of the General Meeting makes sure that there will be sufficient time for accepting
questions from shareholders and for responding to them in the best possible way.
Basic Responsibilities of the General Meeting
The General Meeting of the shareholders of the Company is the supreme body of the Company
and is competent to decide on all the Company's matters. The decisions of the General Meeting
binds all shareholders including those who are absent or those that disagree with these decisions.
The General Meeting of Shareholders of the Company is solely responsible for deciding on all the
matters that are provided for in paragraph 1 of article 117 of L. 4548/2018 (for the amendments
of the Articles of Association among others), subject to the exceptions listed in paragraph 2 of
that Article.
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Rights of shareholders and ways of exercising them
In the General Meeting of the Company one is entitled to participate and vote if the shareholder
appears in the records of the authority in which the shares of the Company are held. The exercise
of those rights does not entail the pledge of the shares of the beneficial owner or the observance
of a similar procedure. Shareholders entitled to participate in the General Meeting may be
represented by a person whom they have legally authorized. Each share provides with all the
rights provided by the Law as it applies every time, but also by the Company's Articles of
Association.
VIII. Information on the composition and operation of the Board of Directors
Suitability Policy for the Members of the Board of Directors
The Company has adopted a policy on the suitability of the Members of the BoD, which has been
approved by the Board of Directors at its meeting of 16.7.2021 and includes all the provisions of
article 3 of Law 4706/2020. The Suitability Policy has been amended pursuant to the Board of
Directors' minutes no.793/30.11.2022 and will be submitted for approval at the next General
Meeting of the Company, in accordance with article 3 par. 3 of Law 4706/2020.The policy is
published on the company's website https://www.ascompany.gr/
General principles concerning the selection, replacement or renewal of the mandate
of the Members of the Board of Directors, in accordance with the Suitability Policy
1. The Board has a sufficient number of members and an appropriate composition.
2. The Company seeks to staff the Board of Directors with persons of integrity and reputation.
3. BoD Members must possess the skills and experience required by the duties they undertake
and their role on the BoD, while having sufficient time to perform their duties.
4. When selecting, renewing the mandate and replacing a BoD Member, consideration shall be
given to the assessment of individual and collective suitability.
5. Candidate BoD Members shall, among other things, be familiar with the Company's culture,
values and general strategy, prior, if possible, to taking up the position.
6. The Board of Directors and the Nomination Committee shall monitor on a continuous basis the
suitability of the members of the Board of Directors, in particular to identify, in the light of any
relevant new event, cases in which it is necessary to re-evaluate their suitability. In particular, a
re-evaluation of suitability is carried out in the following cases: a) when doubts arise regarding
the individual suitability of the Board members or the suitability of the composition of the body,
b) in case of a significant impact on the reputation of a Board member, c) in any case of occurrence
of an event that may significantly affect the suitability of the Board member, including cases in
which the members do not comply with the Company's Conflict of Interest Policy.
7. The Board of Directors identifies as early as possible the need to fill positions or replace
members of the BoD and, in cooperation with the Nomination Committee, draws up a succession
plan to ensure the smooth continuation of the management and the achievement of the
Company's purpose. The succession plan shall take into account the findings of the evaluation of
the Nomination Committee and the BoD in order to achieve the required changes in composition
or skills and to maximise the effectiveness and the collective suitability of the Board.
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The Policy includes detailed reference to individual and collective assessment criteria, as well as
diversity criteria.
Composition of the Board of Directors
The Board of Directors exerts the management of corporate affairs for the benefit of the Company
and all its shareholders, ensuring the implementation of the corporate strategy and the fair and
equal treatment of all shareholders, including minority and foreign shareholders. It is responsible
to decide on any matter concerning the Company, other than those for which the General Meeting
of Shareholders is responsible by the Law or by the Articles of Association.
The Company is governed by a Board of Directors, which consists of at least seven (7) and up to
eleven (11) members. A legal entity may be assigned as a Member of the Board of Directors,
which is required to designate a natural person for the exercise of its powers, as a member of the
Board of Directors. The members of the Board of Directors are elected by the General Meeting of
the shareholders of the Company for a three (3) year term.
The General Meeting may also elect deputy members in the event of the resignation or death of
the persons elected by it or for any other reason who have lost their status as members of the
board of directors. If a deputy member has not been elected and the position of a Director is
vacant due to death, resignation for any reason, disqualification or legal incapacity, the other
Directors may, if there are at least three (3), elect a temporary replacement to fill the vacancy for
the term remaining in the vacated director. The decision of the election is made public and
announced by the board of directors at the next General Meeting, which can replace the elected,
even if no relevant item is on the agenda. If the above additional election of a director by the
Board of Directors is not approved, the General Meeting immediately elects another Director.
The current Board of Directors consists of eight (8) members, 4 executive and 4 non-executive
members. From the non-executive members the 3 are independent, fulfilling the requirements set
by L. 4706/2020 on Corporate Governance.
The persons who make up the current BoD are:
1. Efstratios Andreadis of Konstantinou, executive member of the BoD, President of the BoD
and CEO.
2. Anastasia Andreadou, nee Angelos Kozlacidis, executive member of the BoD, Vice-President
of the BoD.
3. Apostolos Petalas of Dimitrios, independent non-executive member of the BoD, Non Executive
Vice-President of the BoD
4. Theodora Koufou of Dimitriou, executive member of the BoD.
5. Konstantinos Andreadis of Efstratios, executive member of the BoD
6. Michail Zarkadis of Spyridon, independent, non-executive member of the BoD
7. Ioannis Apostolakos of Georgios, independent non-executive member of the BoD
8. Theofilos Mechteridis of Ioannis, non-executive member of the BoD
The mandate of the BoD, as provided for by the General Meeting of 21.6.2022, is for three years
and ends in 21.06.2025, being automatically extended until the convening of the Annual Ordinary
General Meeting of 2025, if it takes place after 21.06.2025.
Short Curriculum Vitae of Board Members and of the key executive Members of the
BoD and of the Committees:
1) Efstratios Andreadis, President, executive member of the BoD and Chief Executive Officer.
Born in 1957 in Vienna, Austria. He studied Mathematics at Universita Degli Studi Di Perugia, Italy.
He speaks English and Italian. He has been active in commerce since 1980. Along with the
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Executive Vice-President of the BoD, Mrs Anastasia Andreadou, they proceeded, in 1990, in the
incorporation of AS Company, in which he holds, since then, the position of the President of the
BoD and the CEO.
2) Anastasia Andreadou, executive Vice-President and executive member of the BoD
Born in 1950 in Thessaloniki and studied Accounting and Economics in Svarna School, in
Thessaloniki. She has been active in commerce since 1982. Along with the President of the BoD,
Mr Efstratios Andreadis, they founded “AS Company S.A.” in 1990.
3) Apostolos Petalas, Non-Executive Vice-President of the BoD and Independent Non-
Executive Member of the BoD, President of the Audit Committee and of the
Remunerations and Nominations Committee
Born in 1961 in Soufli, Evros. He holds a Business Administration degree from Piraeus University,
certified in special programs: Leadership, Executive Management, Economics and Strategic
Analysis, in the Colgate Palmolive and PepsiCo internal training system in the USA. From 1985 to
1990 he worked at Colgate Palmolive in various sectors of Financial Services. From 1990 to 1999
he held management positions in the financial department of PepsiCo Hellas and till 2007, he was
the President and CEO of PepsiCO in Greece. From 2007 until today he is currently the Chief
Executive Officer of the listed company “Fourlis A.E. Holdings”, a holdings company of the Fourlis
Group. He is also Vice-President of the Association of Chief Executive Officers (ACEO) and Member
of the BoD of the Association of Business and Retail sales of Greece (HRBA).
4) Theodora Koufou, Executive Member of the BoD, General Manager
Born in 1972 in the United States. She holds a BSc in Finance from New York University and a
postgraduate Diploma in Economics from Pace University. She works for the Company since
September 2001. She has been appointed General Manager of AS Company S.A. on July 2015,
and was also the Internal Auditor of the Company. Prior to taking up her duties at AS Company,
she worked in the U.S. at John Kaldor Ltd, Angelika Films and others companies.
5) Konstantinos Andreadis, Executive Member of the BoD
Born in 1980 in Thessaloniki. He studied Business Administration at Kingston University-ICBS. He
also holds a postgraduate diploma (MA) in Marketing Management from Middlesex University.
From 01.12.2004 to 30.09.2016 he was worked in the Company’s Sales Department. Since
25.05.2016 and until today he holds the position of Director in the subsidiary company of "AS
COMPANY S.A." in Cyprus, with the name "AS Company Cyprus Ltd.
6) Michail Zarkadis, Independent, Non-Executive Member of the BoD, Member of the
Audit Committee and of the Remuneration and Nominations Committee
He was born in 1960 in Athens. He studied Business Administration at the Athens University of
Economics and Business Administration and holds an Executive MBA from the same University.
He is registered with the Economic Chamber of Greece as a Class A accountant. He has served as
a senior financial and management executive at "Mattel - S.A.V.E.E." (1989-2001) and 'Mattel -
S.E.E./M.E.A.'. (2001 - 2013). From 1986 to 1988, he also worked as an auditor at the auditing
firm PWC. From 2014 to 2017 he was a co-founder and partner in the business consulting firm
"DEZAVOU ASSOCIATES-OIKONOMIKOI SUMVOULOI I.K.E." and from 2017 to this date in the
company "SAVE2GROW - BUSINESS CONSULTANTS I.K.E.". He has served as a member of the
Board of Directors of Mattel S.A. (Executive Director - CFO 1991 - 2013), Member of the Board of
Directors of Mattel Italy SRL for two years; Member of the Mattel Global Council of CFOs.
7) Ioannis Apostolakos, Independent Non-Executive Member of the BoD, Member of
the Audit Committee
Born in 1964 in Athens. He studied Business Administration at ASOEE and holds an MBA from the
University of Cardiff, Wales. From 1991 to 2004, he held management positions in the Credit
Control and Investment Banking divisions of the Bank “Trapeza Ergasias” (now EFG Eurobank
Ergasias) and the Piraeus Bank Group. From 2004 to 2014, he has worked as an executive in
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banks, in financial services companies, commercial and industrial companies. He has served as a
member of the Board of Directors of companies in the financial sector, as well as other listed and
non-listed companies, and as a member of the Audit Committee of a listed company. He is
Administrator in the Company ANCIENT OLYNTHEF IKE and Director of Deloitte. Up until 2018,
he was President of the Company’s Audit Committee, in which he is still a Member.
8) Theofilos Mechteridis, Non-Executive Member of the BoD, Member of the Audit
Committee and of the Remuneration and Nomination Committee
Born in 1966 in Thessaloniki. He studied at the School of Management and Economics of the
Department of Business Administration T.E.I. of Kavala. He received his degree as a customs
agent in 1989 and since then he has been practicing this profession until today.
The independent non-executive members, as provided for by the Board of Directors, pursuant to
its 06.04.2023 decision, maintain their independence at the time of drafting of the present in
accordance with the independence criteria of Law 4706/2020 and have submitted to the Company
relevant independence declarations.
As shown above, the members of the Board of Directors have the skills and experience required
for the exercise of their duties and meet the requirements set out in the Suitability Policy, the
operating model and the Company's strategy.
Chief Management Staff
Panayiotis Papaspyrou, Chief Financial Officer
He was born in 1960 in Athens. He studied at the University of Piraeus - Department of Business
Administration, at the University of Manchester U.K - Accounting & Finance and holds a Master's
degree from the University of Lancaster U.K - Accounting & Finance. He has worked as a Financial
Director in Greece and abroad for 20 years [Internal Auditor at Banque Nationale de Paris, Nutricia
(Dutch listed Company in baby food), IMI (English listed Comapny in the soft drinks dispensing
machinery sector, 3E (bottler of Coca Cola products) & Misko - Barilla (Italian company in the food
industry). Since 2000, he has been working as a financial consultant in support of the Finance
Departments of large companies. The professional cooperation with the Company started from
the year 2000.
Here is a description of the main responsibilities of the President of the BoD and Chief Executive
Officer, according to the current BoD’s constitution:
- Determines the issues on the agenda and convenes the BoD, ensures the good organization
of his work and directs its Meetings.
- Represents the Company in court and out of court.
- Exercises all the powers that belong to the BoD by the Articles of Association and the law,
which may delegate to another member by proxy.
As C.F.O., he monitors the achievement of the objectives and manages the Company's daily
matters, always in accordance with the decisions of the General Meeting and the BoD, ensuring
the orderly and efficient operation of the Company.
Members of the BoD and key management personnel holding Company shares
As of the date of the drafting the Corporate Governance Statement, the members of the Board of
Directors and key management personnel who held shares of the Company are the following:
(a) Efstratios Andreadis, President of the BoD and CEO: holds 4.216.287 shares, which represent
32,1216% of the Company’s share capital.
(b) Anastasia Andreadou, Executive Vice-President of the BoD: holds 4.179.804 shares, which
represent 31,84365% of the Company’s share capital.
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(c) Apostolos Petalas, Non-Executive Vice-President of the BoD: holds 5.501 shares, which
represent 0,04191% of the Company’s share capital
(d) Theodora Koufou, Executive Member of the BoD: holds 793 μετοχές, which represent
0,00604% of the Company’s share capital
(e) Konstantinos Andreadis, Executive Member of the BoD: holds 201.421 shares, which represent
1,53452% of the Company’s share capital
(f) Panagiotis Papaspyrou, Chief Financial Officer: holds 8.040 shares, that represent 0,06125%
of the Company’s share capital.
Declaration on the annual review of the fulfilment of the independence requirements
of the independent non-executive members of the Board of Directors.
The Board of Directors, having taken into consideration the relevant recommendation of the
Remuneration and Nominations Committee, regarding the review of the compliance with the
independence criteria of the existing three (3) independent members of the Board of Directors,
Mr. Apostolos Petalas, Mr. Ioannis Apostolakos and Mr. Michael Zarkadis, pursuant to its
06.04.2023 decision, has determined, in accordance with the provisions of Para. 3 of article 9 of
Law 4706/2020, that all the requirements of paragraphs 3. 1 and 2 of Article 9 for the classification
of all the above Board members as independent.
XIII. How the Board of Directors operates
The Board of Directors meets at the headquarters of the Company or at the branch office in
Athens, or anywhere in Greece or abroad, in accordance with the terms of the Law and the Articles
of Association, or else by teleconference. It is convened by the President or his deputy, or
whenever at least two (2) of the Directors ask for it. The Board of Directors may meet by
teleconference.
The Board of Directors may, by a decision taken by a simple majority of its Members present
and/or represented, delegate all or part of its powers, including the power of representation and
commitment of the Company, with the exception of those exercised collectively, to one or more
persons, members or non-members of the Board of Directors or third parties, determining at the
same time the extent of the aforementioned delegation.
The Board of Directors is in quorum and holds a valid meeting if half (1/2) plus one Director are
present or represented in it. To find the corresponding quorum number, the fraction that may
arise is omitted. The Board of Directors decides validly by an absolute majority of the
Representatives present or represented, except for the cases provided for in the Articles of
Association or the Law provide for increased majority. In case of a tie, the vote of the Chairman
of the Board prevails. In case of personal issues, the Board of Directors decides by secret vote by
ballot. Each director has one vote, while when it represents an absent director it has two (2)
votes. A director who is absent for any reason at a meeting is entitled to be represented by
another director, but in no case a member of the board can represent more than one directors.
During 2022, the Board of Directors of the Company held twenty five (25) meetings. The table
below shows the attendance of each member to the meetings of the Board:
Member
Attending
Meetings
Efstratios Andreadis, President & CEO, executive member
25
Anastasia Andreadou, Vice-President, executive member
25
Theodora Koufou, executive member
25
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Michail Zarkadis, independent non-executive member (since his election as a
Member of the BoD)
25
Ioannis Apostolakos, independent non-executive member
25
Apostolos Petalas, independent non-executive member
25
Konstantinos Andreadis, executive member (by virtue of the Minutes of the
Board of Directors No. 777/01.02.2022, executive duties were assigned to Mr.
Konstantinos Andreadis, who until 01.02.2022 was a non-executive member
of the Board of Directors)
25
Theofilos Mechteridis, non-executive member
24
The above table shows that all the members of the Board of Directors attended all its meetings,
except for the member Mr Theophilos Mehteridis, who did not attend any of them. In particular,
he did not participate in the Board meeting of 13/01/2022 (Board minutes no. 775/13.01.2022),
since the issue to be discussed concerned him (approval of the contract for the provision of
customs clearance services with the Company).
The independent non-executive directors held a joint meeting on 29/04/2022 to prepare and
approve the joint report of the independent non-executive directors and submit it to the Annual
General Meeting of the Company's shareholders in 2022, as required by Article 9 para. 5. ν.
4706/2020.
IX. Information on the composition and operation of the Audit Committee
The Company, complying with the requirements of L.4449/2017, as every other Company listed
in the stock exchange ("public interest entity") has an Audit Committee made up of 4 members
of the Board of Directors, out of which 3 are independent non-executive members and 1 non-
executive member. The Audit Committee’s rules of operation are published on the Company’s
website https://www.ascompany.gr/.
The Audit Committee of the Company consists of the following members of the Board:
a) Ioannis Apostolakos, Independent Non-Executive Member of the BoD
b) Michael Zarkadis, Independent Non-Executive Member of the BoD
c) Theofilos Mechteridis, Non-Executive Member of the BoD
d) Apostolos Petalas, Independent Non-Executive Member of the BoD
The Committee includes three members who have knowledge of accounting and auditing,
Messrs. I. Apostolakos, A. Petalas and M. Zarkadis, with its Chairman being Mr. A. Petalas.
Since the Audit Committee is a Committee of the Board of Directors, its term of office is three
years, like that of the Board of Directors, and follows the term of office of the latter. The term of
office of this Committee shall expire at the end of the term of the Board of Directors, on
02.06.2025, and shall be automatically extended until the convening of the Annual Ordinary
General Meeting of 2025, at which a new Board of Directors will be elected, if this takes place
after 02.06.2025.
The renewal of the term of office or the modification of the composition of the Audit Committee
is made by decision of the Board of Directors of the Company.
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The Audit Committee, among other things, monitors and supervises the performance of the
Internal Audit by the Internal Audit Department, cooperates with the Company's auditors and
evaluators and makes recommendations to the Board of Directors.
The Audit Committee meets on a regular basis at least 4 times a year, following the completion
of the quarterly Internal Audit Reports and on an extraordinary basis if circumstances arise. Two
meetings take place prior to the publication of the semester and annual financial statements. At
the meetings, the findings of the audit work of the statutory auditors, the bodies of the supervisory
authorities and the Internal Auditor are assessed and evaluated.
The Audit Committee shall be convened by its Chairman. The quorum for meetings of the
Committee shall be at least 3 of its Members. Decisions shall be taken by a majority of its
members.
The following is the Report of the Audit Committee, by the Chairman of the Committee, to the
Annual General Meeting of Shareholders, for the year 2023.
The Report of the Audit Committee, drawn up by the Chairman of the Committee, for the
Shareholder’s Ordinary General Meeting of 2023, is attached hereto:
Report of the Audit Committee of the year 2022 pursuant to article 44 of L.4449/2017
To the Ordinary General Meeting of the Company’s Shareholders of the year 2023
Messrs. Shareholders,
In my capacity as Chairman of the Company’s Audit Committee, I briefly present to you the Report
of the Committee for the year 2022 (01.01.2022-31.12.2022), in order to demonstrate its
contribution and aid to the Company's compliance with the provisions of the current legislative
and regulatory framework.
1. Purpose
The primary purpose and main concern of the Audit Committee is the support and assistance of
the Board of Directors in the exercise of its duties regarding financial information, internal audit,
regulatory compliance, corporate risk management and the monitoring of adherence of the
relevant procedures by the management of the Company and the external affiliates of the
Company involved in them.
2. Composition Rules of Operation
The Company, in accordance with the provisions of Law 4449/2017, as every Company which is
listed on the stock exchange (“public interest”), has an Audit Committee, which is a Committee of
the Board of Directors, comprised of 4 members of the Board of Directors, out of which 3 are
independent Non Executive Members and 1 Non Executive Member.
The Company’s Audit Committee is comprised of the following members of the Board of Directors:
a) Ioannis Apostolakos, Independent Non Executive Member of the Board of Directors
b) Michael Zarkadis, Independent Non Executive Member of the Board of Directors
c) Apostolos Petalas, Independent Non Executive Member of the Board of Directors
d) Theofilos Mechteridis, Non Executive Member of the Board of Directors
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The Audit Committee’s term coincides with the term of the present Board of Directors, which ends
on the 2nd of June 2025, or until the date of the Ordinary General Meeting of year 2025 is
convened, where a new BoD shall be elected.
The members of the Audit Committee meet the criteria set out in article 4 of Law 3016/2022 and
article 44 of Law 4449/2017, i.e.:
(a) they do not hold shares of more than 0,5% of the Company’s share capital, and
(b) they do not maintain any sort of dependency relationship with the Company or related
persons thereof, as it (dependency relationship) is defined in the provisions of the aforementioned
article 4 of Law 3016/2002.
The members of the Audit Committee have been proven to have sufficient knowledge in the field
in which the Company is engaged (wholesale trade), as they have participated in its management
for a satisfactory period of time, having acquired as a result in-depth knowledge of the
organization, management and operation of the Company and its individual management. Of the
above members, Messrs. Ioannis Apostolakos, Apotolos Petalas and Michael Zarkadis have
sufficient knowledge in matters of auditing and accounting, a fact which ensures the smooth and
efficient organization and operation of the Committee. Pursuant to the decision of the Audit
Committee dated 02.06.2022, it was determined that the member of the Committee who will be
obliged to attend the meetings of the Committee concerning the approval of the financial
statements, will be the Chairman of the Committee Mr. Apostolos Petalas.
The Audit Committee has Rules of Operation, as they were amended and approved in 30.11.2022.
The Rules are available at the Company’s website https://ir.ascompany.gr/el/home.
3. Meetings Participation frequency
During the fiscal year 2022 (01.01.2022-31.12.2022), the Audit Committee had eight (8)
meetings. In particular, it met on the following dates: 28.1.22, 24.2.22, 14.4.22, 5.5.22, 2.6.22,
22.9.22, 21.11.22 and 22.12.22. The participation of its members is presented at the following
table:
Audit Committee member
Participation in meetings
Ioannis Apostolakos, Independent Non Executive Member
8
Michael Zarkadis, Independent Non Executive Member Apostolos
Petalas, Independent Non Executive Member
8
Apostolos Petalas, Independent Non Executive Member
8
Theofilos Mechteridis, Non Executive Member
8
The above table shows that all members of the Committee attended all of its meetings.
The frequency and timing of meetings is decided by the Chairman of the Audit Committee. By its
decision dated 28.01.2022, the Audit Committee approved an annual schedule of its meetings for
the year 2022. Depending on the subject matter of the meetings and as appropriate, the Statutory
Auditors-Accountants, the Internal Auditor as well as other Company Executives in charge of the
administration and management of the Company's business, affairs and activities or other items
that are within the scope of the Committee's responsibilities are invited to participate in the
meetings in order to provide the necessary information and clarifications.
4. Committee Activities
In particular, with regard to the Committee’s activities during the year which ended on the 31st
of December 2022;
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A. Financial information process
The Audit Committee was mainly concerned with:
• The process and schedule of compiling financial information on behalf of the Management. For
this purpose, it held meetings with the competent executives of the Financial Department of the
Company, which are in charge of the preparation of the Financial Reports (Annual and Bi-Annual).
The information from the Certified Auditor/ Accountant on the annual program of mandatory
audit for the next year of 2023. The meeting took place on 22.12.2022, during which the Certified
Auditor presented the programming and method of the audit to be conducted in 2023.The
Committee evaluated the mandatory audit program and it was assured that it will cover the most
important areas of audit, taking into account the main areas of business and financial risk of the
Company. The members of the Committee, during 2022, were constantly in touch via telephone
and electronic communications (e-mail) with the Auditing Company K.P.M.G., which is engaged
with the audit of the Company, in order to receive information on the drafting of annual and bi-
annual financial statements.
The monitoring, evaluation and examination of the process of preparation of financial
information, i.e. the mechanisms and systems of flow and dissemination of financial information
as well as other disclosed information (stock market announcements, press releases, etc.).
Specifically, it was found that the financial statements reasonably present the financial position of
the company and the group, their financial performance and their cash flows for the year ended
in accordance with International Financial Reporting Standards (IFRS), as these have been
adopted by the European Union. The observance of these publicity rules was also verified, as well
as the possibility of direct, unhindered and uninterrupted access thereof.
The examination of the most important issues and risks that may have an impact on the
Company's financial statements.
B. Procedures for internal audit and risk management systems
The Audit Committee was mainly concerned with:
Monitoring the need for updating and recommending the amendment of the Annexes of the
Company's Rules of Operation, which were finally approved in their current form by the Board of
Directors of the Company on 30.11.2022. Specifically, at its meeting held on 21.11.2022, the
Committee approved and proposed to the Board of Directors to update certain of the Annexes of
the Company's Rules of Operation, namely (a) the Audit Committee Rules of Operation (Annex
2), (b) the Internal Audit Department Rules of Operation (Annex 4) and (c) the Periodic Evaluation
Policy and Procedure for ICS (Annex 13).
Monitoring, examining and evaluating the adequacy and effectiveness of all Company policies,
procedures and safeguards regarding the internal audit system, in order to ensure that the main
risks (credit risk, liquidity risk, interest rate risk, risk from macroeconomic conditions, etc.), are
identified, addressed and published appropriately and thoroughly.
• The monitoring and evaluation of the internal audit unit. To this end, the Committee monitored
and inspected the proper functioning of the internal audit unit in accordance with professional
standards and the current legislative and regulatory framework, while evaluating its work,
adequacy and effectiveness, without affecting its independence in any way.
The evaluation of the annual audit program of the internal audit unit. Within the scope of this
responsibility, the Audit Committee approved the annual internal audit program for the year 2022,
and supervised its execution. It also held meetings with the head of the internal audit unit in order
to evaluate and discuss its suggestions and to confirm its independence after the completion of
each audit.
During the fiscal year 2022, a total of eight (8) audit items were inspected by the Internal Auditor
Mrs. Strikou, at a rate of 100% of the total inspected objects, without, however, discovering a
substantial finding. The eight (8) audit items concerned the parent company.
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The Committee received from the internal auditior the reports of the first, second, third and fourth
quarters of 2022, which were discussed in its relevant sessions (for the fourth semester, within
2023) and informed the Board of the Company, as recorded in relevant minutes of the Board.
With regard to the year 2022, the Committee received from the Company's internal auditor and
reviewed her annual report, for the period 1/7/2021 - 31/12/2022, which included her annual self-
assessment under the Quality Assurance and Improvement Program, the annual risk assessment
by the ICU and confirmation regarding the Head of the Internal Audit Unit's access to all necessary
information for the performance of her duties. The annual report was approved by the Committee
on 3/3/2023.
Finally, the Committee carried out its self-assessment, the results of which were presented by the
Chairman to the Committee at its meeting on 13/2/2023 and then at the Board meeting on that
day.
C. External audit
The Audit Committee was mainly concerned with:
The confirmation of the independence, impartiality, objectivity and integrity of the Regular
Auditor, as well as the effectiveness of the audit process, based on the relevant professional
standards and regulatory requirements. In this context, the submitted Reports by the Auditor
were evaluated, as well as the relevant independence declarations contained thereto.
The process of carrying out the statutory audit of the Company and the consolidated financial
statements of the Company (annual and bi-annual), as well as the content of the main and the
supplementary report submitted by the Regular Auditor. In this context, the Committee confirmed
that the audit of the financial statements is carried out in accordance with the applicable legal
framework, i.e. in accordance with International Standards on Auditing (IFRS) and the rules of
ethics imposed by the auditor.
The selection of the Audit Company "KPMG Certified Auditors SA" for the mandatory audit of the
financial statements of the company and the Group, as well as for the issuance of a tax certificate,
and the proposal to the Board for the assignment of the aforementioned services to that Company,
based on the positive experience of the previous two years and the relevant offer received. The
proposal was approved by the Board and afterwards by the General Meeting of 2022.
• The provision to the Company of any additional services by the Auditing Company to which the
Regular Auditor belongs. In this context, he confirmed that the additional benefits provided to the
company by "KPMG Certified Auditors SA" were related to authorized auditing and non-auditing
services.
To monitor the above, in 2022 there were several telephone calls and electronic communications
via email, between the Audit Committee members and the Auditors of K.P.M.G.
Apart from the abovementioned communications, the following teleconference meetings were also
held:
On 14.04.2022, on 22.9.2022 and on 22.12.2022.
In general, the Commission's cooperation with auditors is considered to have been very positive,
with direct information flow and communication flexibility, whenever deemed necessary. The
Auditors confirmed the flawless cooperation with all the departments of the Company relevant to
the audit they conducted.
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D. External Evaluation of the Internal Audit System
The Committee dealt with the selection of the External Auditor of the Internal Audit System, in
accordance with Law 4706/2020. In particular, it requested and received three offers from audit
firms of recognized value and reliability, which provide similar services. After evaluating them, it
submitted its recommendation to the Board of Directors, which was accepted and the services
were awarded to one of these firms, namely KPMG.
E. Sustainable Development
The Company has not adopted a sustainable development policy, given that, due to its
characteristics, it is not obliged by Law. However, it is dedicated to regulatory compliance and
business ethics, the safeguarding of health and safety of employees, customers and visitors, the
creation and distribution of immediate economic value to interested parties, the creation of jobs,
the creation of safe products, the policy of responsible communication with clients and consumers
of its products, the active and responsible social contribution through specific actions, the
protection of human rights and avoidance of discrimination in the workplace and the investment
in the education/ development of its employees and staff.
Finally, it is noted, in order for the present Report to be complete, that during the term of the
closing year 2022 (01.01.2022 31.12.2022), the Audit Committee had full and uninterrupted
access to all necessary and indispensable information regarding the exercise of its duties, while
the Management of the Company provided to the Committee all necessary facilities and space
needed to carry out its works constructively.
All Members of the Audit Committee believe that our Committee has fully carried out its duties,
pursuant to the provisions of the legislation in force, contributing to the endorsement of the
corporate governance and the works of the Board of Directors in general, securing the interests
of the Company’s shareholders.
Lastly, I’d like to thank the Internal Auditor, the staff of the Company for the support provided
during the entire aforementioned period, the members of the Committee Messrs. I. Apostolakos,
Th. Mechteridis and M. Zarkadis for the flawless cooperation.
Kind regards,
The Chairman of the Audit Committee
Apostolos Petalas
Χ. Information on the composition and operation of the Remuneration and
Nomination Committee
The Remuneration Committee of the members of the Board of Directors was established with a
decision of the Board of Directors of the Company in December 2019, based on the decision of
the extraordinary General Meeting of 18.12.2019. With the same decision of the General
Assembly, the Rules of Operation were approved. By the decision of the Board of Directors of the
Company dated 16.7.2021, the Committee assumed the role of the Nomination Committee and
was renamed as the Remuneration and Nomination Committee and on the same day the Board
of Directors approved its Rules of Operation. In 30/11/2022 pursuant to No. 793 BoD minutes the
Remuneration and Nominations Committee Rules of Operation were amended. It consists of three
non-executive members of the Board, the majority of whom are independent. Its President is also
an independent non-executive member of the Board. The Rules of the Committee are published
on the Company's website https://www.ascompany.gr/
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The current Remuneration and Nominations Committee was designated pursuant to No.
785/02.06.2022 BoD minutes and consists of the following members:
a) Apostolos Petalas, independent non-executive member of BoD
b) Michail Zarkadis, independent non-executive member of the BoD
c) Theofilos Mechteridis, non-executive member of BoD
The President of the Remuneration Committee is Mr. Apostolos Petalas
The term of the Committee coincides with the term of the present BoD, i.e. 02.06.2025, and is
automatically extended until the convening of the Annual Ordinary General Meeting of year 2025,
if it is convened after 02.06.2022.
The Committee has the following responsibilities:
1. Concerning the remunerations of the Company’s BoD Members and of the General Managers
(a) makes recommendations to the Board of Directors regarding the remuneration policy which
is afterwards submitted for approval to the General Meeting of the Company, pursuant to
articles 110 par. 2 of the Law. 4548/2018 and 11 paragraph a) of Law 4706/2020.
(b) makes recommendations to the Board of Directors regarding the remuneration of persons
falling within the scope of the remuneration policy, pursuant to articles 110 of Law No.
4548/2018 and 11 paragraph b) of Law 4706/2020, as well as regarding the remuneration
of the General Manager, the management personnel, including the Head of the Internal
Audit Unit. Remuneration means all cash and in-kind benefits, both regular and
extraordinary.
(c) examines the information included in the final draft of the annual remuneration report,
providing its opinion to the Board of Directors, before submitting the report to the General
Meeting, pursuant to article 112 of Law No. 4548/2018, in conjunction with article 11 para.
(c) of Law 4706/2020.
(d) examines and recommends the conditions for the granting and subscription of variable
(other than fixed salary) remuneration for the above (e.g. setting and achieving financial
or other performance targets), if such are provided for.
(e) submits proposals to the Board of Directors regarding the terms of the contracts of the
above persons, in particular regarding non-salary benefits (e.g. pension/insurance plans) and
compensation in case of leaving the Company.
(f) considers and recommends the amount of all types of remuneration of the non-executive
members of the Board of Directors, in a manner that is commensurate with the duties they are
called upon to perform, based on the prevailing circumstances.
(g) formulates and submits proposals to the Board of Directors on any policy related to the
remuneration of the members of the Board of Directors and other executives.
2. Concerning the nomination of candidates for the Board of Directors of the Company:
(a) participates in the definition of the selection criteria and the procedures for the nomination of
the candidates for the Board of Directors.
(b) makes recommendations for the Diversity Policy, including gender balance.
(c) submits proposals to the BoD for the nomination of BoD Member candidates under the
approved Suitability Policy.
(d) conducts the process of definition and selection of candidates for BoD members within the
approved Suitability Policy.
(e) makes recommendations to the BoD regarding the succession plan for Board members and
senior executives.
(f) periodically and consistently reviews the renewal needs of the Board.
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(g) monitors the implementation of the Suitability Policy and submits proposals to the BoD for its
revision, if necessary.
(h) periodically assesses the size and composition of the BoD and makes recommendations for
consideration regarding its desired profile.
(i) assesses the existing balance of qualifications, knowledge, opinions, skills, experience relevant
to the corporate objectives as well as the balance between genders and, based on this
assessment, outlines the role and competencies required to fill vacancies.
(j) informs the Board of Directors on the results of the implementation of the Suitability Policy for
BoD members and the action taken in case of any deviations.
(k) Adhering to best practices, establishes the evaluation parameters and presides over the
following:
- evaluation of the Board of Directors body,
- individual evaluations of the CEO and the Chairman,
- succession plan for the CEO and the members of the Board of Directors,
- a targeted profile of the composition of the Board of Directors in relation to the Company's
strategy and suitability policy.
(l) carries out a self-evaluation as a Committee of the BoD, with its President’s initiative.
The results of the Board's evaluation shall be communicated to and discussed by the BoD and
shall be taken into account in its deliberations on the composition, the integration plan of new
members, the development of training programmes and other related BoD issues. Following the
evaluation, the Board of Directors shall take steps to address the identified weaknesses.
The Commission meets regularly at least twice a year and extraordinarily if required. It is convened
by its President and is in quorum when at least 2 of its members are present or represented.
Another Member, with its written authorization, can represent a Member of the Committee.
Decisions are taken by the majority of its members.
Activities of the Remuneration and Nomination Committee
During the financial year 2022, the Committee held twelve (12) meetings.
Member of the Remuneration Committee
Attending Meetings
Apostolos Petalas, independent non-executive member
12
Michail Zarkadis, independent non-executive member (after
taking up his duties)
12
Theofilos Mechteridis, non-executive member
11
Mr. Mehterides did not attend one meeting, as it was related to the recommendation to the Board
for the approval of a service contract between the Company and himself. Apart of the meetings/
teleconferences, there were also phone communications between the members, whenever
deemed necessary.
During the aforementioned meetings and among other things, the Committee approved a draft
remuneration report for the year 2021 to the Board of Directors, in view of the Ordinary General
Meeting of 2022, made a recommendation to the Ordinary General Meeting of 2022 regarding the
remuneration of the members of the Board of Directors for 2022 and their pre-approval for 2023,
approved the signing of a service contract with a non-executive member of the Board of Directors,
made recommendations to the Board of Directors regarding the determination of the remuneration
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of the members of the Board of Directors, in the context of the implementation of the resolutions
of the Ordinary General Meeting of 02.06.2022, during which a new Board was elected, submitted
a proposal to the Board regarding the remuneration of the new position of the head of the
Directorate of Mass Market Products Design and Development, adopted an Evaluation Policy and
Procedure of the Board and its Committees in cooperation with the Board and commenced
procedures of their application.
ΧΙ. Diversity policy in the administrative, management and supervisory bodies
The Members of the Board have experience covering a relatively wide age range (ages 43-73)
while at the same time several of them have studied abroad. They actively contribute to the work
of the bodies as they have experience in areas related to the business of the Company and the
Group such as trade, imports / exports, financial, accounting and audit procedures.
The Board of Directors of the Company elected by the General Meeting as of 02.06.2022, consists
of six (6) men and two (2) women. The Audit Committee and the Remuneration Committee are
made up of men only.
The Company makes an effort so that the Board Members and the Audit Committee adhere to a
high level of professional training and experience, a high level of education and organizational
and administrative skills having served in similar positions.
The Group in no way considers gender as a criterion and factor that can in any way affect the
choice or participation of a person in any body or position in the company, and that is reflected in
its Rules of Operation, as well as in the policies and regulations that accompany it as annexes.
The aim is to add more female representatives to the Board of Directors or to the Committees in
the future, according to the needs of the Company and the Group in general, but this is not an
end in itself. In any case, the relevant legal provisions are strictly observed.
In addition to the Vice President and Executive Member of the Board Mr. Anastasia Andreadou,
the executive member of the BoD Ms. Th. Koufou holds the position of General Manager of the
Company, as well as that of Managing Director of the subsidiary in Romania, "AS KIDS TOYS
S.R.L". Managerial positions in the Company are held by 3 other women, 1 General Manager, two
heads of departments and the position of Internal Auditor.
XII. Evaluation of the Company's Internal Audit System by an independent evaluator.
In accordance with the provisions of Article 14 of Law 4706/2020, the Audit Committee's report
No. 1/891/30.9.2020 decision of the Board of Directors of the Hellenic Capital Market Commission,
as amended and in force, and the Policy and Procedure for the evaluation of the Internal Control
System approved by the Board of Directors, by decision of the Board of Directors in December
2022, the Company entrusted the evaluation of the adequacy and effectiveness of its Internal
Control System to "KPMG Certified Public Accountants SA". Mr. Charalambos Syrounis, Certified
Public Accountant with A.M. SOEL 19071, was appointed as the independent evaluator. The
evaluation started in December 2022 and was completed on 31.3.2023, having as reference date
31.12.2022 and reporting period from 17.7.2021 to 31.12.2022. In the Evaluation Report prepared
and sent to the Securities and Exchange Commission, no material weakness in the Company's
Internal Control System was identified in accordance with the Regulatory Framework. The same
report confirms the independence of the Evaluator, in accordance with the Code of Ethics for
Professional Auditors of the Council of International Standards on Auditing Ethics (Code of Ethics
for Professional Auditors), which has been incorporated into the Greek Legislation, as well as the
ethical requirements of the EU Regulation 537/2014 and Law 4449/2017. The audit/assessment
was conducted in accordance with the respective Policy included in the Company's Operating
Regulations and approved by the Board of Directors, in accordance with the audit program of the
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
39
Accounting Standards and Auditing Committee (ASC) decision number 40/2022 and the
International Standard on Assurance Engagements 3000 "Assurance Activities Other than Audit
or Review of Historical Financial Information".
Ζ. CORPORATE SOCIAL RESPONSIBILITY
General
Corporate Social Responsibility is of interest to all of us because it reflects the basic principles of
the society in which we live and is fully identified with our company's conscience. AS Company is
totally committed to providing excellent quality products, as the safety and quality of our toys are
key principles that underpin the operation of the Group. Based on these, the Group's course is
charted, its strategy for the future is created and we remain committed to our mission of giving
joy and knowledge to children young and old! Our philosophy, our way of thinking and our actions
are aimed at contributing to society as a whole, respecting our employees and respecting the
environment in which we operate.
Responsibility for the Market
Ethical values form the basis of AS's operations. Through our Code of Ethics and Conduct, we are
committed to integrity, responsibility, respect, compliance with professional standards, compliance
with laws and regulations, transparency, quality of our services, protection of human rights, which
are also the basic principles of Corporate Social Responsibility.
At the same time, AS collaborates with accredited reliable laboratories, internationally recognized
and carries out regular laboratory tests on all its products to ensure the absence of harmful
substances, high quality, longevity and durability.
During laboratory tests, European standards, directives and regulations as well as local legislation
on product safety and quality are followed. In practice, this means that AS toys come with a
guarantee of safety and quality, enabling the next generation to explore the wonder of childhood
and realize its full potential. The Quality Assurance department is responsible for checking and
ensuring that the safety and quality standards of the products are met.
With regard to the production line, AS in its partnership with Disney ensures that the products in
question produced in third countries are selected from suppliers that comply with its Code of
Conduct, which requires manufacturing plants to undergo regular audits and inspections of their
facilities by authorized social compliance monitoring organizations.
Social Responsibility
For AS, giving and giving back to the community are core values for the company. The Company
wishes to contribute substantially to the improvement of social conditions, starting with children
and young people who are the future and the development. Thus, it supports in all possible way
humanitarian actions and initiatives with significant impact and long-term results.
Through a Corporate Social Responsibility program, it carries out actions to support vulnerable
social groups. In this context, it supported the Vice-Region of Health and Social Solidarity of
Central Macedonia in its request for a product donation on the occasion of the World Childhood
Cancer Day to cover the needs of the Pediatric Oncology Clinic of the Hippocrates Hospital of
Thessaloniki. As well as in cooperation with "Make a Wish" during the Christmas period, it
undertook the sponsorship of 400 toys to the Pediatric Oncology Hospitals of the country!
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At the same time, the Company continues with a sense of responsibility for the community and
by making a series of product donations, actively supporting organizations and associations such
as "Angel Guardian", the SOS Children's Village of Filyro, the Association for the Disabled YFADI,
the Panhellenic Association for the prevention and support of children with autism and down
syndrome "Power of Life", the Association of Friends of Papageorgiou Hospital "Antirida", as well
as many local institutions and social groceries, which through their actions support mainly children
and families.
H. Environmental & Work Issues
Environmentally
The Group in its countries of operation is not active in the processing of the products it distributes.
Also, the operation of the Group's facilities is of low nuisance. Due to its belief that rational
environmental management and the protection of the ecosystem concern us all, it makes sure
that the items available are as environmentally friendly as possible.
The Company, respecting the environment, adopts practices that save valuable energy resources,
and in early 2023 a total of 8 electric pallet trucks were replaced with new types of lithium
batteries, while aiming for a safer working environment with zero emissions. At the same time,
as part of energy-saving efforts, the Company continues to equip the areas of its buildings with
energy-efficient lighting lamps.
The Product Marketing department continues the "Reduce-Remove-Recycle-Materials" strategy
decided by 2021.
Reduce. The volume of paper and plastic parts in packaging is systematically reduced. From the
boardgame category in 2022, up to 30% of packaging paper was reduced to 31 codes from the
active listing of 67 codes in total. (The reduction was done in recognized brands like I’ve got it In
the Head, Mouth Open, Hidden Objects, and individual codes like Hide in the Bag, Save the Sheep
etc.). Also from the Art category, paper usage was reduced in Painting Workshops and Giga block.
While in Art cases all plastic /pvc parts were reduced by 30%. At the same time Silverlit, which
has exclusive distribution by AS, has also reduced paper and plastic in its packaging by over 20%
While it is gradually replacing in all its games where batteries are required either rechargeable
batteries or usb charging.
Remove. Non-recyclable products from products and packaging are removed, such as shrink
wraps, pvc blisters etc. A reduction of plastic packaging of 85% in the Art books category was
significant. In 2022, all Easter toy packaging did not use the plasticizing method, a practice that
was also applied in the first quarter of 2023. As a result, 105,000 pcs (2022) & 72,500 (2023)
boxes are fully recyclable.
Recycle. First materials from suppliers with recyclable sources and ecological certifications such
as FSC are used. In 2022 the new Shoko skate brand with FSC certified packaging was launched.
Products from Clementoni's Play for future range are continually added, made from recycled and
recyclable materials, showing its commitment to more responsible and sustainable products. Also,
in collaboration with Disney in the last quarter of 2022, the Flopsies range of stuffed animals that
were channeled to the Greek market were filled with 100% recycled polyester (44,400 pieces
made with recycled stuffing). In addition, in 2022 a total of 12.5 tons of pulp and 671 kg of plastic
were recycled through a certified recycling company. From 1/1/23 to date, a total of 3 tons of
paper and 341 kg of plastic were recycled.
Materials. Products made of natural materials are preferred and developed. In 2022, new wood
codes were added to the premium educational product line Magnet Box and the Art Box line was
launched, which has paper as its main material.
MATERIAL RECYCLING (Group Total)
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MATERIAL CALCULATED IN 2022
Plastic and Paper packages: 236.866,68 Kg
Electric devices (Battery-powered toys): 251.402,85 Kg
Batteries: 81.885 τμχ
AS aims to combine its corporate objectives with its broader contribution to sustainable
development, while at the same time responding to the needs of consumers. With respect and
responsibility towards the environment, it is paving the way for a sustainable future for children
and families , creating innovative products and experiences that inspire, entertain and develop
children through play.
Employment
AS Company is its people, who daily support its smooth operation and progress.
Selection, placement in specific jobs, the assignment of tasks and the corresponding remuneration
are based on the principles of equal treatment and meritocracy. The Company's management of
Human Resources and employee relations issues affect its performance and are therefore an
important driver for its long-term growth.
In this context, the company pays particular attention to providing a positive, productive and safe
working environment and applies a recruitment and staffing policy that aims at the development
of its employees and the development of their skills. The key points of its policy are:
- it provides equal hiring opportunities to external candidates, based on merit-based criteria,
according to the specifications of each job.
- it provides equal opportunities for career development to its employees to ensure equal
opportunities and to combat discrimination.
- New vacancies are covered either by internal movement - promotion of employees by directly
proposing a change of position - promotion to an employee or by new recruitment, without
discrimination on any grounds (gender, nationality, religion, political or other beliefs, disability,
sexual orientation, etc.).
- it applies a fair remuneration and benefits policy.
The profile of employees for the Group is mixed as it employs a 57% of men and a 43% of
women.
The relations of the Group with its personnel are excellent and no work related issues have arisen.
As a result, there are no court cases regarding work related issues.
Staff Training & Retention
The Company's philosophy is "lifelong learning" and its aim is to maintain a well-trained Human
Resources that meet the requirements of their role, the current market demands that shape new
skills needs, as well as the possible intra-company changes in the work environment.
For this reason, the Company attaches importance to the training of its employees.
The training process involves the selection of appropriate programmes, designing their content,
implementation and keeping appropriate evaluation reports.
The purpose of the training programs is to improve the knowledge of employees, provide them
with expertise in their work, deepen and develop their skills, so that, consequently, they enhance
their performance and contribute to the achievement of corporate objectives.
The first training program for each employee is the onboarding program, through which newly
hired employees are informed about the Company's structure, their job position, the Company's
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Internal Labor and Rules of Operation, its computer systems, and the corporate policies and
procedures that apply to them.
The annual training plan for each year is prepared by the end of the previous year by the Directors
/ Heads of Departments in collaboration with the HR Department. The following parameters are
taken into account in developing the annual training plan:
- The strategic objectives of the Company
- The previous year's trainings, the programs, the evaluation of the programs and the participants
- The training needs of each department and each employee in relation to the individual
development of his/her skills and subject matter
- The Company's available budget for the implementation of the training courses
Based on the needs and suggestions of all departments, the Company creates the annual AS
Company training plan that is implemented in stages in the following year.
All programs, internal trainings and trainings from external implementers, are evaluated for their
effectiveness and implemented either in person or remotely (e-learning).
Targeting-Evaluation
In the context of the Company's operation and its continuous development, a culture has been
established that encourages initiatives to optimize the organization and implementation of the
processes described in its Rules of Operation. To this end, in 2022 the Company, with the
assistance of a specialist consultant, decided to proceed with the creation of an integrated system
of target setting and employee evaluation, in order to identify strengths, areas for improvement
and training needs, always aiming to retain, develop and reward talented and efficient employees.
Health and Safety
The creation of a safe and healthy working environment is a priority for the Company. In the
context of protecting the health and safety of its employees, suppliers, customers and partners,
the following are implemented:
Intensive inspections by safety technicians in all Company's facilities (Attica and
Thessaloniki)
The Company provides the services of an occupational physician, based on the legislative
requirements
The Company is implementing a series of preventive measures to deal with the pandemic
in accordance with the instructions of the EODY, the relevant Ministerial Decision put into
force by the state authorities and in accordance with the instructions of the occupational
physician and safety technicians (teleworking, spatial safety zones, special markings,
provision of sanitary material, decontamination, temperature controls, rapid tests, travel
restrictions, implementation of extensive online meetings, etc.)
The Company regularly trains its employees to deal with safety and health emergencies
for both themselves and visitors to its facilities and has created an internal Fire Safety
and First Aid team, while it has also put designations relevant to safety in its facilities.
Free provision to all staff of Group Private Medical Insurance, providing in addition the
possibility for the inclusion of the dependent members of the employees' families in the
insurance program, with the Company subsidizing part of the premium.
Human Respect
The Company adopts policies that aim to protect Human Rights in the workplace with the following
key pillars:
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- the Internal Labour Regulation
- The Internal Work Rules and Regulations
- Human Resources Policies
- the Code of Conduct and Ethical Behaviour
- the Workplace Violence and Harassment Policy
All policies and regulations are available on the Company's intranet and individual updates have
been implemented for all staff.
Business Ethics and Compliance
The Company's approach to regulatory compliance issues is oriented towards three main pillars:
corporate governance, business ethics and solidarity-based work conduct.
In this context, the Company applies and has the following in place:
- Internal Rules of Operation
- Operational Code of Conduct
- Audit Committee
- Internal Audit Department
- Nomination and Remuneration Committee
- Procedure for informing Senior Management and Internal Audit of any incident of fraud or
corruption
Personal Data Protection
The Company is committed to protecting the confidentiality and privacy of the information
provided or collected by the Company and complies with the applicable legislation on the
protection of personal data of visitors, partners, customers and suppliers (current and former),
employees and prospective employees.
In this context, it has established a Personal Data Breach & Leakage Response Team and the
proper compliance of the system is regularly inspected by the Data Protection Officer (DPO/ DPO).
The policies, in compliance with the European Data Protection Regulation (GDPR) and Law
4624/2019, are posted on the Company's intranet.
In addition, the DPO, in cooperation with the heads of the HR and IT departments, carries out
continuous awareness-raising and information activities for the Company's staff regarding the
correct processing of personal data managed by the Company, as well as regular relevant training
sessions for all employees.
J. OTHER ISSUES-OWN SHARES
The Company has a specialized team who conducts market researches on the trends of the toy
industry for Greece and abroad and suggest to the Group's Management the development of toys
that suit the preferences of consumers in the markets in which the Group operates. Participation
in various national and international Exhibitions abroad assists significantly towards this purpose.
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On 21.06.2021, the programme for the purchase of the Company’s own shares, which was
approved by the Annual General Meeting of the shareholders on 21 June 2019, in accordance with
the provisions of article 49 of Law no. 4548/2018, ended.
Subsequently, pursuant to the resolutions of the Annual General Meeting of Shareholders of
25.06.2021 and the decision of the Board of Directors of 25.11.2021, in the context of the Plan
on the Purchase of the Company’s own shares, the Company announced on 25.11.2021 the launch
of the new Plan on the Purchase of the Company’s own shares. Following a decision of the Board
of Directors, in the fiscal year 2022 and up to 31.3.2022, 62.440 own shares with a total nominal
value of €41,210,40 representing 0.47570% of the capital with an average purchase price of
€1.96037 had been purchased.
J.A. INFORMATION ABOUT OWN SHARES REFUNDED Article 49 par.2 of Law
4548/2018
In execution of the decision of the Annual General Meeting of Shareholders of 21.6.2019 and of
the Annual General Meeting of Shareholders of 25.06.2021, which approved the purchase by the
Company of its own shares, up to 5% of the paid-up share capital of the Company, with a
minimum purchase price of 0,50 €/share and a maximum purchase price of 4,00 €/share, in
accordance with article 49 of Law no. 4548/2018., the Company purchased a total of 62,440
treasury shares of common nominal value, with an average purchase price of €1.96037 per share,
representing 0.47570% of the share capital, which it retains.
J.B. COMPLETION OF THE EVALUATION OF THE ADEQUACY AND EFFECTIVENESS OF
THE ICS
The evaluation of the adequacy and effectiveness of the ICS for the period 16/7/2021 to
31/12/2022 has been completed, as provided for in paragraphs 3(j) and 4(j) of article 14 of Law
4706/2020 and the decision 1/891/30.9.2020 of the Board of Directors of the Securities and
Exchange Commission, conducted by the Certified Public Accountant, was completed on 31 March
2023. In the Evaluation Report prepared and sent to the Securities and Exchange Commission, no
material weakness of the Company's Internal Control System was identified in accordance with
the Regulatory Framework.
I. DIVIDEND POLICY
The Company’s Management, having positively assessed the financial results of this financial year
and its high liquidity, intends to distribute a net dividend (after tax deduction) of 0.11 euros per
share. The proposed distribution is subject to the approval of the Annual General Meeting of
Shareholders.
IΑ. EXPLANATORY REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY
GENERAL MEETING OF SHAREHOLDERS (article 4 par. 7 of L. 3556/2007)
This explanatory report of the Board of Directors to the Ordinary General Meeting of the
Shareholders of the Company contains detailed information regarding the issues of paragraph 7
of Article 4 of L. 3556/2007 and is incorporated in the Board of Directors' report.
a. Share capital structure
The share capital of the Company amounts to eight million six hundred sixty-three thousand one
hundred seventy-three euros and twenty cents (€ 8,663,173.20), divided into thirteen million one
hundred twenty-six thousand and twenty (13,126,020) common shares, with a nominal value of
sixty-six cents (€ 0.66) each.
The Company's shares are listed for trading as a whole on the Athens Stock Exchange.
The Company owns 62.440 own shares. The shares with voting rights are 13.063.580.
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The rights of the Company's shareholders stemming from its share are based on the percentage
of the capital, which corresponds to the paid value of the share. All shares have the same rights
and obligations and each share incorporates all the rights and obligations provided by the Law
and the Articles of Association of the Company.
b. Restrictions on the transfer of the Company's shares
The transfer of the Company's shares is effected in accordance with the Law and there are no
restrictions on the transfer on the Company's Articles of Association, especially as they are
intangible shares listed on the Athens Stock Exchange. There was no change during the year 2022
until the date of drafting this report.
c. Significant direct or indirect holdings within the meaning of Articles 9 to 11 of
Law 3556/2007
The shareholders (natural persons or legal entities) that held at 31.12.2022, directly or indirectly
more than 5% of the total number of shares and the relevant voting rights of the Company are
listed in the table below.
Shareholder name
Participation*
1. Andreadis Efstratios
33,8061%
2. Andreadou Anastasia
31,992%
*Concerning the share capital and the voting rights
On 23/01/2023 the transfer of two hundred thousand (200.000) ordinary shares of the Company,
corresponding to 1,523695% of the voting shares of the Company, was completed due to the
parental benefit of shares of Mr. Efstratios Andreadis to his sons, Konstantinos and Evangelos
Andreadis. Mr. Efstratios Andreadis, who until the above transfer held 4,416,287 shares, i.e.
33.64529% of the total number of the Company's shares and 33.8061% of the voting shares,
transferred by parental benefit: (a) to his son Konstantinos Andreadis 72,000 shares and (b) to
his son Evangelos Andreadis 128,000 shares.
Following the above transfer, the percentage of voting rights of Mr. Efstratios Andreadis decreased
from 33.8061% to 32.2751% of the total voting rights.
There were no other changes from the reporting date 31.12.2022 until the time of writing this
report regarding the other shareholders (natural or legal persons) holding, directly or indirectly,
more than 5% of the total number of shares and related voting rights of the Company.
d. Shares providing special control rights and description of these
There are no Company shares that provide their holders with special control rights.
There was no change during the year 2022 and up until the date of drafting this report.
e. Restrictions on voting rights
The Company's Articles of Association do not provide for any restrictions on the voting rights
deriving from its shares.
There was no change during the year 2022 and the date of drafting this report.
f. Shareholder agreements known to the Company that involve restrictions on the
transfer of shares or the exercise of voting rights
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It is not known to the Company the existence of agreements between its shareholders, which
impose restrictions on the transfer of its shares or on the exercise of the voting rights deriving
from its shares.
There was no change during the year 2022 and the date of drafting this report.
g. Rules for the appointment and replacement of Board members and an
amendment of the Articles of Association
The rules laid down in the Articles of Association of the Company for the appointment and
replacement of the members of the Board of Directors and the amendment of its provisions do
not differ from the provisions of the Law.
h. Responsibility of the Board of Directors or some of its members for the issue of
new or the purchase own shares
The General Meeting of the Company decides, solely (according to article 23 L. 4548/2018 with
the quorum of article 130 para 3 & 4 and the majority of article 132 para 2 of the same law) on
the increase of share capital with the issuance of new shares. The purchase and administration
of treasury shares on behalf of the Company takes place in the context of the provisions of article
49 L. 4548/2018. The Articles of Association does not differ adjustments from what the law
provides for these issues.
The total number of shares of the Company traded on the Athens Stock Exchange amounts to
13.126.020 shares.
ΙΒ. Significant agreements that enter into force, amended or terminated in the
event of a change in control following a public offer and the results of such
agreements
There are no agreements that come into force, are amended or expired in case of change in the
control of the Company following a public proposal.
There was no change during the year 2022 and the date of writing this report.
ΙC. Agreements with members of the Board of Directors or senior executives of the
Company for compensation in the event of termination of cooperation or
termination of service for any reason
There are no agreements of the Company with members of its Board of Directors or its personnel,
which provide for the payment of compensation especially in case of resignation or dismissal
without a valid reason or termination of their term or employment due to a public offer.
There was no change during the year 2022 and the date of writing this report.
ΙD. SIGNIFICANT EVENTS AFTER THE END OF 2022
Α. Change of voting rights of Mr Efstratios Andreadis
On 23.01.2023, the transfer of two hundred thousand (200,000) ordinary shares of the Company,
corresponding to 1,523695% of the voting shares of the Company, due to parental benefit of
shares of Mr. Efstratios Andreadis to his sons, Konstantinos and Evangelos Andreadis, was
completed. The transaction was executed over-the-counter. In particular, Mr. Efstratios Andreadis,
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who until the above transfer held 4,416,287 shares, i.e. 33.64529% of the total number of shares
of the Company and 33.8061% of the voting shares, transferred by parental gift: (a) to his son
Konstantinos Andreadis 72,000 shares and (b) to his son Evangelos Andreadis 128,000 shares.
Following the above transfer, the percentage of voting rights of Mr. Efstratios Andreadis decreased
from 33.8061% to 32.2751% of the total voting rights.
Β. Investment activity
In continuation of its new investment activities, in the first quarter of 2023, the Company
purchased land, adjacent to the land it had already acquired in 2022, with a total area of
approximately 20,650 sq.m., in the areas of Elounda and Plaka Elounda, Lassithi, Crete, for the
development of luxury tourist accommodation. The total value of the transactions within the
current year and up to the publication of the financial statements amounts to EUR 625,000.
C. As part of its Digital Transformation, the Group is investing in new technologies, for this reason
it has chosen SAP Business One as its new ERP.
The objective with the implementation of the new ERP :
- To improve the effectiveness and efficiency of internal processes.
- To better serve our customers.
- The faster and more efficient decision making.
- To support profitable growth.
Its productive operation started on 1 January 2023.
D. Transfer of the headquarters of subsidiary AS KIDS TOYS S.R.L.
The subsidiary AS KIDS TOYS S.R.L. leased new premises at the new address Bucharest, 2nd
district, 24 Delea Veche street, building A, floor 8, office 8-2, module M.2.1. The transfer of the
headquarters to the new premises will take place in May 2023.
Ε. Completion of the Evaluation of the Adequacy and Effectiveness of the ICS
The evaluation of the adequacy and effectiveness of the ICS for the period 16/7/2021 to
31/12/2022, as provided for in paragraphs 3(j) and 4(j), of article 14 of Law 4706/2020 and the
decision 1/891/30.9.2020 of the Board of Directors of the Securities and Exchange Commission,
conducted by the Certified Public Accountant, was completed on 31 March 2023. In the Evaluation
Report prepared and sent to the Securities and Exchange Commission, no material weakness of
the Company's Internal Control System was identified in accordance with the Regulatory
Framework.
There are no other events subsequent to the Financial Statements that relate to either the Group
or the Company that are required to be reported under International Financial Reporting
Standards.
2. Other risks
The recent geopolitical events in Ukraine have caused uncertainty in global markets. The Company
has no operations in Ukraine and Russia, which will not directly affect the financial results for fiscal
2023. However, there has been a moderation in consumer spending due to the general negative
climate and uncertainty.
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In terms of the broader economic environment, recent developments from the banking sector
suggest that central banks are expected to support financial institutions facing liquidity problems
due to the decline in bond prices from the continuous rise in interest rates. In FY2022, the Group
incurred losses on the valuation of its portfolio of investments in bonds, mutual funds and equities
which affected the results for the year. The Group is monitoring developments very closely and is
adjusting its policy to protect its high cash holdings and investment portfolio.
In addition, the Group has no direct and material exposure to climate risk. Any environmental
issues are not expected to have a significant impact on the Group's business due to the nature of
its operations. The Group is considering actions, in compliance with national and European
environmental legislation, that may lead to a reduction in its environmental footprint in order to
make its operations climate neutral. These conditions and actions are not expected to result in
significant changes in the value of the Group's existing assets.
IE. ALTERNATIVE PERFORMANCE MEASUREMENT INDICATORS (“APMI”)
For the analysis of the Company's and the Group's performance, "comparable" figures are used
which are calculated by adding-deducting captions presented in the Financial Statements prepared
in accordance with the International Financial Reporting Standards.
EBITDA ratio
This ratio results from the deduction of administrative, distribution and research expenses from
the gross profit plus other income. This ratio provides with useful information for the analysis of
the Company's and the Group's operating performance.
The evolution of the ratio for the corresponding years of 2020, 2021 & 2022 was as follows:
31.12.2022
31.12.2021
31.12.2020
EBIDTA
4.658.993
3.882.380
3.114.930
% in sales
16,26%
17,11%
15,89%
Leverage Factor Ratio and Net Debt
This ratio results from the addition of the short-term borrowings plus the long-term borrowings
from which the cash and cash equivalents and short-term investments are deducted. The outcome
of these captions is divided by the Equity to calculate the leverage ratio. The Group uses this ratio
to measure its liquidity. After the implementation of IFRS 16 lease-related financial liabilities are
included in the calculation of the net debt from 2020 onwards.
The evolution of the ratio for the corresponding years of 2020, 2021 & 2022 was as follows:
31.12.2022
31.12.2021
31.12.2020
% net
debt/equity
-50,91%
-57,03%
-48,33%
Net Debt
-17.528.096
-19.180.498
-15.274.543
Net Working Capital ratio
This ratio results from the addition of the Inventories, Receivables from Customers and Other
Assets with the deduction of the Trade Payables and Other Short-Term Liabilities. The Group uses
this ratio to assess its liquidity without taking into account cash and cash equivalents and
investments in fair value.
The evolution of the index in the respective twelve months of 2020, 2021 & 2022 were as follows:
31.12.2022 31.12.2021 31.12.2020
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Net working capital 10.124.584 10.010.264 11.334.381
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Thessaloniki, 21 April 2023
THE PRESIDENT OF BOARD OF DIRECTORS B.O.D MEMBER
& MANAGING DIRECTOR
EFSTRATIOS K. ANDREADIS THEODORA D. KOUFOU
ID No: AP 235479 ID No: AN 233404
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IΙΙ. Independent Auditors’ Report
Independent Auditors Report
(Translated from the original in Greek)
To the Shareholders of
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS 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 AS
COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. (the “Company”) which
comprise the Separate and Consolidated Statement of Financial Position as at 31 December 2022,
the Separate and Consolidated Statements of Comprehensive Income, Changes in Equity and Cash
Flows for the year then ended, and notes, comprising a summary of significant accounting policies
and other explanatory information.
In our opinion, the accompanying Separate and Consolidated Financial Statements present fairly,
in all material respects, the separate and consolidated financial position of AS COMMERCIAL
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. and its subsidiaries (the “Group”) as at
31 December 2022 and its separate and consolidated financial performance and its separate and
consolidated cash flows for the year then ended, in accordance with International Financial
Reporting Standards as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as
incorporated in 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 the Group
in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants, as incorporated in Greek legislation, together with the ethical
requirements that are relevant to the audit of the separate and consolidated financial statements
in Greece and we have fulfilled our ethical responsibilities in accordance with the requirements
of the applicable legislation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
51
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 current period. These
matters and the relevant significant assessed risks of material misstatement were addressed in the
context of our audit of the Separate and Consolidated Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Inventories Valuation
See Notes 2, 4.7 and 7.6 to the Separate and Consolidated Financial Statements
The key audit matter
How the matter was addressed in our audit
The Companys and the Groups inventories
amount to EUR 7 663 thousand, as valued
after the impairment provision of approximately
EUR 611 thousand.
Inventories are valued at the lower of cost and
net realizable value. The net realizable value is
determined based on the selling prices after
the year end of the year of reference.
Management's estimation concerning the
provision for impairment of inventories is
based on the estimations for slow moving and
obsolete inventories, the seasonality of
inventories and selling prices of the above.
Inventories valuation is a key audit matter due
to the significant balance of inventories and the
subjective judgment required from
management in the assessment of the
provision for impairment of inventories.
Our audit procedures in relation to this matter
included, among others, the following:
We evaluated the design and implementation
of the internal controls of the Company
regarding the warehouse monitoring process.
We performed substantive audit procedures
regarding the movement of inventories to
identify slow-moving inventories, so as to
evaluate the appropriateness of the
assumptions made by Management for the
inventories valuation process and the
calculation of impairment provision.
In order to evaluate the inventory valuation in
comparison with the net realizable value, we
compared on a sample basis the accounting
value of inventories with their sale prices after
the year end of the year of reference.
We examined, on a sample basis, the correct
calculation of the inventories acquisition cost.
We attended year-end inventory count in
order to count on a sample basis the
inventories and to examine the physical
condition of inventories, as well as their
probable impairment.
We evaluated the appropriateness and adequacy
of disclosures, in the Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
52
2. Impairment of Trade Receivables
See Notes 2, 4.6 and 7.7 to the Separate and Consolidated Financial Statements
The key audit matter
How the matter was addressed in our audit
The Company's and the Group's Trade
Receivables amount approximately to
EUR 7 351 thousand and EUR 8 335 thousand
respectively, against which an impairment
provision of EUR 94 thousand was made.
Management evaluates the recoverability of
the Company’s and the Group’s trade
receivables and proceeds to the assessment
of the appropriate provision for impairment for
the expected credit losses.
In determining the expected credit losses of
trade receivables, the Company and the Group
uses a table of provisions for credit losses
based on ageing analysis of the balances, and
historical data of the Company and the Group
for credit losses, adjusted to future factors in
relation to debtors and the economic
environment.
Impairment of trade receivables is a key audit
matter due to the significant balance of trade
receivables and the subjective judgment
required from Management in the assessment
of the recoverability of trade receivables.
Our audit procedures in relation to this matter
included, among others, the following:
We evaluated the design and the
implementation of the internal controls of the
Company and the Group regarding the
formation of provision for impairment.
For a representative sample of trade
receivables, we received letters to confirm
year end balances.
We also reviewed collections took place
subsequent the date of the Financial
Statements for a sample of trade receivables.
We evaluated the ageing analysis of trade
receivables and examined significant
balances of customers as regards to the time
analysis of their maturity if they became
overdue as well as the financial position of
these customers.
We examined the adequacy of the provision
for doubtful debts of the Company and the
Group by evaluating the method followed by
Management based on IFRS, the relevant
Management’s assumptions and the data
used, taking into account our knowledge of
the industry and the assessment of the
external legal advisors of the Company and
the Group for the outcome of the cases they
handle regarding the recoverability of trade
receivables.
We evaluated the appropriateness and adequacy
of disclosures, in the Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
53
Other Information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the Board of Directors’ Report, for which reference is made in the
“Report on Other Legal and Regulatory Requirements” and the Declarations of the Members of
the Board of Directors but does not include the Separate and Consolidated Financial Statements
and our 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 the Board of Directors and Those Charged with Governance
for the Separate and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate
and Consolidated Financial Statements in accordance with International Financial Reporting
Standards as adopted by the European Union, and for such internal control as the Board of
Directors 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, the Board of Directors 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 the Board of Directors 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 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 auditors report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs which have been incorporated in 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.
As part of an audit in accordance with ISAs, which have been incorporated in Greek legislation,
we exercise professional judgment and maintain professional skepticism throughout the audit.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
54
Report on Other Legal and Regulatory Requirements
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 the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ 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 our auditors report to the related disclosures in
the Separate and Consolidated Financial Statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditors’ report. However, future events or conditions may cause the Company or
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 appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on these Consolidated Financial
Statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Separate and Consolidated Financial
Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditors report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
1. Board of Directors’ Report
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
55
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement that is included in this report. Our opinion on the financial
statements does not cover the Board of Directors’ Report and we do not express an audit
opinion thereon. Our responsibility is to read the Board of Directors’ Report and, in doing so,
consider whether, based on our financial statements audit work, the information therein is
materially misstated or inconsistent with the financial statements or our audit knowledge. Based
solely on that work pursuant to the provisions of paragraph 5 of Article 2 of Law 4336/2015
(part B), we note that:
(a) The Board of Directors’ Report includes a Corporate Governance Statement which
provides the information set by 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 Articles 150 and 153 and of paragraph 1 (cases c and d)
of article 152 of L. 4548/2018 and its contents correspond with the accompanying
Separate and Consolidated Financial Statements for the year ended 31 December 2022.
(c) Based on the knowledge acquired during our audit, relating to AS COMMERCIAL
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS 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 Separate and Consolidated Financial Statements is consistent with the
Additional Report to the Audit Committee of the Company dated 21 April 2023, pursuant to the
requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
3. Provision of non-audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014.
The permissible non-audit services that we have provided to the Company and its subsidiaries
during the year ended 31 December 2022 are disclosed in Note 13 of the accompanying Separate
and Consolidated Financial Statements.
4. Appointment of Auditors
We were appointed for the first time as Certified Auditors of the Company based on the decision
of the Annual General Shareholders’ Meeting dated 21 June 2018. From then onwards our
appointment has been renewed uninterruptedly for a total period of 5 years based on the annual
decisions of the General Shareholders’ Meeting.
5. Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the
provisions of the article 14 of Law 4706/2020.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
56
6. Assurance Report on the European Single Electronic Reporting Format
We examined the digital files of AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND
TOYS S.A. (the Company or/and Group), which were prepared in accordance with the European
Single Electronic Format (ESEF) that is determined by the Commission Delegated Regulation (EU)
2019/815, as amended by the Regulation (EU) 2020/1989 (the ESEF Regulation) that include the
separate and consolidated financial statements of the Company and the Group for the year ended
as at 31 December 2022 in XHTML format «213800NW1S2T9JRVU437-2022-12-31-el.xhtml», and
also the file XBRL «213800NW1S2T9JRVU437-2022-12-31-el.zip» with the appropriate mark up
of the those consolidated financial statements, including of the Notes to the Consolidated Financial
Statements.
Regulatory framework
The digital files of the European Single Electronic Format are prepared in accordance with the
ESEF Regulation and the 2020/C 379/01 Commission Interpretative Communication issued on 10
November 2020, as required by the L. 3556/2007 and the relevant announcements of the Hellenic
Capital Markets Commission and the Athens Stock Exchange (the “ESEF Regulatory Framework”).
This Framework includes in summary, among others, the following requirements:
All the annual financial reports must be prepared in XHTML format.
With respects to the consolidated financial statements based on International Financial
Reporting Standards (IFRS), the financial information that is 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 in the Notes to the consolidated financial
statements, must be marked up with XBRL tags, in accordance with the ESEF Taxonomy, as
in force. The technical requirements for the ESEF, including the relevant taxonomy, are
included in the ESEF Regulatory Technical Standards, including of the Notes to the
Consolidated Financial Statements.
The requirements as defined in the ESEF Regulatory Framework as in force are appropriate criteria
in order to express a reasonable assurance conclusion.
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is responsible for the preparation and filing of the separate and consolidated
financial statements of the Company and the Group, for the year ended as at 31 December 2022,
in accordance with the requirements determined by the ESEF Regulatory Framework, and for such
internal control as the Board of Directors 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 the planning and the execution of this assurance engagement in accordance
with the 214/4/11-02-2022 Decision of the Hellenic Accounting and Auditing Standards Oversight
Board and the Guidelines for the assurance engagement and report of Certified Auditors on the
European Single Electronic Reporting Format (ESEF) of issuers with shares listed in a regulated
market in Greece”, as these were issued by the Institute of Certified Public Accountants of Greece
on 14 February 2022 (the “ESEF Guidelines”), in order to obtain reasonable assurance that the
separate and consolidated financial statements of the Company and the Group that are prepared
by the Board of Directors of the Company in accordance with the ESEF comply in all material
respects with the ESEF Regulatory Framework as in force.
Our work was performed in accordance with the International Ethics Standards Board for
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
57
Accountants’
Code of Ethics for Professional Accountants,
as it has been incorporated into Greek
legislation and we have also fulfilled our independence requirements, in accordance with the
L. 4449/2017 and the Regulation (EU) 537/2014.
The assurance work that we carried out refers exclusively to the ESEF Guidelines and was
conducted in accordance with the International Standard on Assurance Engagements 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 such an
assurance engagement will always detect a material misstatement regarding non-compliance
with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion that
the separate and consolidated financial statements of the Company and the Group for the year
ended as of 31 December 2022 in XHTML format «213800NW1S2T9JRVU437-2022-12-31-
el.xhtml», and the XBRL file «213800NW1S2T9JRVU437-2022-12-31-el.zip» marked up with
respects to the consolidated financial statements, including the Notes to the consolidated financial
statements, have been prepared, in all material respects, in accordance with the requirements of
the ESEF Regulatory Framework.
Athens, 21 April 2023
KPMG Certified Auditors S.A.
AM SOEL 114
Dimitrios Tanos, Certified Auditor Accountant
AM SOEL 42241
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
58
AS COMMERCIAL INDUSTRIAL
COMPANY
OF COMPUTERS AND TOYS S.A.
ANNUAL FINANCIAL STATEMENTS
(SEPARATE AND CONSOLIDATED) AS OF
31 DECEMBER 2022
According to the International Financial Reporting Standards as adopted by the
European Union
It is ascertained that the attached Annual Separate and Consolidated Financial Statements of
31 December 2022 are those approved by the Board of Directors of AS COMMERCIAL
INDUSTRIAL COMPANY OF COMPUTER AND TOYS S.A.” on 21 April 2023 and have been
made public by posting on the Internet at www.ascompany.gr where they will remain available
to the public for a period of at least ten (10) years.
Efstratios K. Andreadis
Prsident of BoD & Managing Director
AS COMPANY S.A.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
59
IV. ANNUAL FINANCIAL STATEMENTS
A. ANNUAL STATEMENT OF FINANCIAL POSITION
(Amounts in Euro)
GROUP COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS
Note
Non-current assets
Property, plant and equipment
7.1
4.203.574
4.431.501
4.193.286
4.417.093
Investor properties
7.3
2.201.615
0
2.201.615
0
Intangible assets
7.2
561.862
117.900
561.862
117.900
Rights of use of leased property
7.1
129.837
214.787
124.318
202.620
Participation in subsidiaries
7.4
0
0
550.000
550.000
Other non-current assets
7.5
78.333
16.197
75.689
14.191
7.175.221
4.780.384
7.706.770
5.301.803
Current assets
Inventories
7.6
7.663.347
4.530.930
7.662.384
4.530.559
Accounts receivables
7.7
8.334.719
10.915.575
7.351.284
10.356.239
Investments at fair value through
P&L
7.8
10.688.350
11.247.174
10.122.493
10.948.269
Other current assets
7.9
211.335
280.251
422.686
594.774
Cash and cash equivalents
7.10
6.999.177
8.161.085
5.615.842
5.586.594
33.896.928
35.135.014
31.174.689
32.016.435
TOTAL ASSETS
41.072.149
39.915.398
38.881.459
37.318.238
EQUITY AND LIABILITIES
Eguity
Share capital
7.11
8.663.173
8.663.173
8.663.173
8.663.173
Other reserves
1.981.828
1.853.620
1.981.162
1.859.642
Retained Earnings
24.059.148
23.115.053
22.419.051
21.043.702
Equity attributable to
shareholders of the Company
34.704.150
33.631.847
33.063.386
31.566.517
Total equity
34.704.150
33.631.847
33.063.386
31.566.517
Long-Term Liabilities
Long-term lease liabilities
7.12
47.471
123.242
47.471
117.038
Deferred tax liabilities
7.13
6.555
210.601
6.555
210.601
Staff leaving payments
7.14
84.972
82.027
83.865
82.027
Other long-term liabilities
7.15
32.224
46.671
32.224
46.671
171.223
462.542
170.115
456.338
Current Liabilities
Account payables
7.16
2.435.960
3.063.528
2.210.652
2.793.998
Short-term borrowings
7.17
20.825
0
20.825
0
Short-term lease liabilities
7.12
91.135
104.518
84.595
96.570
Other short-term liabilities
7.18
3.648.857
2.652.964
3.331.886
2.404.816
6.196.776
5.821.009
5.647.957
5.295.384
Total Liabilities
6.367.999
6.283.551
5.818.073
5.751.721
Total Equity and Liabilities
41.072.149
39.915.398
38.881.459
37.318.238
The accompanying notes set out on pages 59 to 104 form an integral part of these Separate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
60
B. ANNUAL STATEMENT OF COMPREHENSIVE INCOME
(Amounts in Euro)
GROUP
COMPANY
Note
1.1. to
31.12.2022
1.1. to
31.12.2021
1.1. to
31.12.2022
1.1. to
31.12.2021
Turnover
7.19
28.658.401
22.695.672
26.465.125
20.742.788
Cost of sales
7.20
-16.399.610
-12.102.790
-16.103.512
-11.860.782
Gross Profit
12.258.791
10.592.881
10.361.613
8.882.006
Other operating income
7.21
281.335
241.606
496.496
430.001
Administrative expenses
7.22
-2.800.810
-2.501.404
-2.550.593
-2.259.428
Distribution costs
7.23
-5.484.094
-4.835.197
-4.954.745
-4.345.417
Research and development expenses
7.24
-183.820
-178.888
-183.820
-178.888
Income / (Expense) from impairment of trade
receivables
38.950
0
38.950
0
Profits before interest, taxes,
depreciation and amortization
4.110.353
3.318.998
3.207.901
2.528.274
Income/ (expenses) from financing activity
net
7.27
-826.498
657.934
394.384
674.517
Profits before tax
3.283.855
3.976.932
3.602.286
3.202.791
Income Taxes
7.28
-702.753
-792.684
-596.863
-695.711
Profits after taxes
2.581.101
3.184.247
3.005.423
2.507.080
Other comprehensive income not
subsequently reclassified as profit or
loss
Actuarial gains / (losses) from defined
benefits plan
7.14
18.834
2.003
18.834
2.003
Deferred tax
-4.143
-365
-4.143
-365
Total other comprehensive income not
subsequently reclassified as profit or
loss
14.690
1.638
14.690
1.638
Other Comprehensive that could be
subsequently reclassified as profit or
loss
Effect of exchange rates from the conversion
of the financial statements into a foreign
currencies
-245
-6.735
0
0
Total of other Comprehensive income
14.446
-5.097
14.690
1.638
Total of compressive income
2.595.547
3.179.151
3.020.113
2.508.718
attributable to:
- Shareholders of the Company
2.595.547
3.179.151
3.020.113
2.508.718
Earnings per share - basic (in €)
12
0,1976
0,2433
0,2300
0,1916
Decreased profits per share
0,1976
0,2433
0,2300
0,1916
Earnings before interest, taxes,
depreciation and amortization 7.26
4.658.993
3.882.380
3.732.704
3.066.429
The accompanying notes set out on pages 59 to 104 form an integral part of these Separate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
61
C. ANNUAL STATEMENT OF CHANGES IN EQUITY
(Amounts in Euro)
Group
Share capital
Other Reserves
Retained earnings
Total Equity
Equity as of the start of the period
(01.01.2021)
8.663.173
1.835.139
21.107.225
31.605.537
Profit for the year after taxes
0
0
3.184.247
3.184.247
Exchange differences & other reserves
0
-6.735
0
-6.735
Actuarial gains / (losses) from defined benefits
plan
0
0
2.003
2.003
Deferred tax on actuarial gains/(losses)
0
0
-365
-365
Other Total Income
0
-6.735
1.638
-5.097
Total comprehensive income
0
-6.735
3.185.885
3.179.151
Own shares acquisition
0
-57.034
0
-57.034
Legal Reserves
0
82.250
-82.250
0
Dividend distribution
0
0
-1.095.807
-1.095.807
Transactions with the owners
0
25.216
-1.178.057
-1.152.841
Equity as of the end of the period
(31.12.2021)
8.663.173
1.853.620
23.115.053
33.631.847
Equity as of the start of the period
(01.01.2022)
8.663.173
1.853.620
23.115.053
33.631.847
Profit for the year after taxes
0
0
2.581.101
2.581.101
Exchange differences and other reserves
0
-245
0
-245
Actuarial gains/ (losses) from defined benefits plan
0
0
18.834
18.834
Deferred tax on actuarial gains/ (losses)
0
0
-4.143
-4.143
Other comprehensive income
0
-245
14.690
14.446
Total comprehensive income
0
-245
2.595.792
2.595.547
Own shares acquisition
0
-3.389
0
-3.389
Legal Reserves
0
131.841
-131.841
0
Dividend distribution
0
0
-1.519.856
-1.519.856
Transactions with the owners
0
128.452
-1.651.697
-1.523.245
Equity as of the end of the period
(31.12.2022)
8.663.173
1.981.828
24.059.148
34.704.150
The accompanying notes set out on pages 59 to 104 form an integral part of these Separate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
62
Company
Share capital
Other Reserves
Retained earnings
Total Equity
Equity as of the start of the period
(01.01.2021)
8.663.173
1.846.874
19.700.593
30.210.640
Profit for the year after taxes
0
0
2.507.080
2.507.080
Actuarial gains / (losses) from defined benefits
plan
0
0
2.003
2.003
Deferred tax on actuarial gains/(losses)
0
0
-365
-365
Other comprehensive income
0
0
1.638
1.638
Total comprehensive income
0
0
2.508.718
2.508.718
Own shares acquisition
0
-57.034
0
-57.034
Legal Reserves
0
69.802
-69.802
0
Dividend distribution
0
0
-1.095.807
-1.095.807
Transactions with owners
0
12.768
-1.165.609
-1.152.841
Equity as of the end of the period
(31.12.2021)
8.663.173
1.859.642
21.043.702
31.566.517
Equity as of the start of the period
(01.01.2022)
8.663.173
1.859.642
21.043.702
31.566.517
Profit for the year after taxes
0
0
3.005.423
3.005.423
Actuarial gains/ (loses) from defined benefits plan
0
0
18.834
18.834
Deferred tax on actuarial gains/ (losses)
0
0
-4.143
-4.143
Other comprehensive income
0
0
14.690
14.690
Total comprehensive income
0
0
3.020.113
3.020.113
Own shares acquisition
0
-3.389
0
-3.389
Legal Reserves
0
124.909
-124.909
0
Dividend distribution
0
0
-1.519.856
-1.519.856
Transactions with owners
0
121.520
-1.644.764
-1.523.244
Equity as of the end of the period
(31.12.2022)
8.663.173
1.981.162
22.419.051
33.063.386
The item Retained earnings for the financial year 2022 includes dividend income (tax reserve) of the amount of EUR
1.200.000, in accordance with the provisions of article 48 of law 4172/2013 (POL 1039/2015).
The accompanying notes set out on pages 59 to 97 form an integral part of these Separate and Consolidated Financial
Statements
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
63
D. ANNUAL CASH FLOW STATEMENT
(Amounts in Euro)
COMPANY
Note
1.01. to
31.12.2022
1.1.to
31.12.2021
1.1. to
31.12.2022
1.1. to 31.12.2021
Operating activities
Profit before tax (continuing
activities)
3.283.855
3.976.932
3.602.286
3.202.791
Plus/minus adjustments for:
Depreciation
7.26
548.640
563.382
524.803
538.155
Provisions
-43.769
114.005
-43.769
114.005
Foreign Exchange differences
14.590
114.848
14.884
119.648
Results (Gain/loss) from
investing activities
-33.442
-47.608
-33.442
-42.076
Net financial income/
(expenses)
826.498
-656.939
-394.384
-674.517
Plus/Minus Working Capital
Adjustments:
(Increase)/ decrease in
inventories
-3.067.976
-7.325
-3.067.384
-15.607
Decrease/ (increase) in
receivables
2.567.855
-319.371
3.229.554
-429.228
(Decrease)/increase in
payables (except loans)
419.580
1.591.296
258.831
1.497.267
Minus :
Interest and related expenses
paid
-194.439
-108.891
-161.988
-91.312
Income tax paid
-965.238
-850.058
-858.097
-765.585
Net cash flows from
operating activities (α)
3.356.154
4.370.271
3.071.293
3.453.540
Investing Activities
Purchase of investor property
7.3
-2.262.741
0
-2.262.741
0
Purchase of tangible and
intangible assets
7.1-
7.2
-658.884
-55.792
-645.863
-27.477
Receivables from the disposal
of tangible and intangible
assets
161
0
161
0
Disposal/ (Purchases) of
financial assets
-545.028
-2.254.634
-278.076
-2.370.301
Interest received
490.382
385.491
478.814
385.491
Dividend received
0
0
1.200.000
0
Net cash flows from
operating activities (β)
-2.976.109
-1.924.935
-1.507.705
-2.012.287
Financing Activities
Receivables from issued/
received loans
3.000.000
0
3.000.000
0
Repayment of loans
-3.000.180
0
-3.000.000
0
Own share purchase
-3.389
-57.034
-3.389
-57.034
Repayment of finance lease
-88.974
-117.293
-81.542
-98.266
Dividends paid
-1.449.409
-1.045.016
-1.449.409
-1.045.016
Net cash flows from
financing activities (c)
-1.541.952
-1.219.342
-1.534.340
-1.200.315
Net increase / (decrease)
in cash and cash
equivalents (a) + (b) + (c)
-1.161.908
1.225.994
29.248
240.937
Cash and cash equivalents
at the beginning of the
year
7.10
8.161.085
6.935.091
5.586.594
5.345.657
Cash and cash equivalents
at the end of the year
7.10
6.999.177
8.161.085
5.615.842
5.586.594
The accompanying notes set out on pages 59 to 104 form an integral part of these Separate and Consolidated Financial
Statements
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
64
E. NOTES TO THE SEPARATE AND CONSOLIDATED ANNUAL FINANCIAL
STATEMENTS
1. General Information
THE “AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. is a Hellenic
Societe Anonyme Trading Company. It was founded on 8 November 1990 (Official Government
Gazette 4222 / 03.12.1990) under the name “ASCO S.A. COMMERCIAL INDUSTRIAL TOY
COMPANY”. With the decision of the Extraordinary General Meeting of the shareholders of
30.12.2990, the name was changed to "AS TRADE-industrial company of toys S.A." (Government
Gazette 4056/31.10.1991) and by the decision of the Extraordinary General Meeting of
Shareholders of 11.6.1999 the company's current name “AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS S.A. was approved. (Official Gazette of SA and LTD
5266/6.7.1999). The Company is registered with the Registry of Societes Anonymes of the Ministry
of Economy, Development and Tourism, with GEMI number 057546304000 and Registry Number
22949/06/B/90/107. The Company’s term is unlimited. The Company’s seat, which constitutes
also the main venue for the execution of its business is in Ioanias Street, Oreokastro, 570 13, of
the Municipal Unit of Thessaloniki, Greece. Its website is www.ascompany.gr and is listed on the
Athens Stock Exchange. The Financial Statements as at 31 December 2022 were approved by the
Board of Directors on 21 April 2023 and are subject to the final approval of the AS Annual General
Meeting of Shareholders.
The Company's number of employees as of 31 December 2022 was 66 persons and for the Group
72 persons.
The main activity of the Company concerns the wholesale trade of toys.
The subsidiary in Cyprus under the name "AS COMPANY CYPRUS LTD" is governed by and
operates under Cyprus Law, in the form of a Limited Liability Company. The subsidiary was
established in May 2016 with an initial capital of 150.000, which was 100% covered by the
parent company, which is its sole shareholder.
The Romanian subsidiary AS KIDS TOYS S.R.L. is governed by and operates under Romanian law
in the form of Limited Liability Company. The subsidiary was established in February 2018. Its
share capital amounts to € 400.000 and has been 100% covered by the parent company, which
is its sole shareholder.
2. Basis of preparation of the Financial Statements
The Financial Statements have been prepared with the International Financial Reporting Standards
(IFRS) as adopted by the European Union and the application of which is mandatory for the years
ending 31 December 2022.
The financial statements have been prepared in accordance with the historical cost principle,
except for the financial assets at fair value through profit or loss, which, based on IFRSs, are
measured at fair value. Additionally, the Financial Statements have been prepared on a going
concern basis.
Despite the uncertainty and the turmoil that has been created in the market with the continuous
price increases of basic commodities due to the war in Ukraine and the energy crisis, the
Management believes that - even in adverse scenarios - the Company is in a position to meet the
challenges of the crisis for the following reasons:
• The Group and the Company have strong liquidity.
The Group and the Company are able to fully cover the liabilities since on 31.12.2022 the current
assets exceed the short-term liabilities by 27,7 million for the Group and 25,5 million for the
Company.
The Company holds inventories as of 31.03.2023 of value exceeding 5 mil. Euros in order to
safeguard the uninterrupted supply and orders of its clients.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
65
The Management closely monitors the developments surrounding the coronavirus (COVID-19),
the problems in the market caused by the increase in commodity prices and continuously assesses
their impact on the Group's performance. Based on the above key financials, management
expects that the Group will be able to meet any working capital requirements and the going
concern principle will not be affected.
The amounts in the Financial Statements (Corporate and Consolidated) are presented in Euro,
unless otherwise expressly stated.
The preparation of the Financial Statements requires management of the Company and the Group
to make significant assumptions and accounting estimates that affect the reported amounts of
assets, liabilities, disclosure of contingent assets and liabilities at the date of the Financial
Statements and the reported amounts of revenues and expenses during the reporting period.
Although these estimates are based on management's best knowledge of the circumstances and
current conditions, actual results may ultimately differ from these estimates.
Estimates and judgments are continually evaluated and are based on empirical data and other
factors, including expectations of future events that are believed to be reasonably foreseeable.
Significant accounting estimates and assumptions are as follows:
Income tax provision Note 4.12: The income tax provision based on IAS 12 is calculated by
estimating the taxes to be paid to the tax authorities and includes the current income tax for each
fiscal year and provision for the additional taxes that may arise in future tax audits. The final
settlement of income tax is likely to deviate from the relevant amounts recorded in the Financial
Statements.
Estimated useful life of assets Note 4.2: The Company makes accounting estimates for the
useful life of its tangible assets. These estimates are reviewed at least on each Financial Position
date taking into account new data and market conditions.
Employee retirement benefit obligations Note 4.10: Employee benefits obligations are
calculated using actuarial methods that require management to assess specific assumptions such
as future employee salary increases, discount rates, employee dismissal rates, etc. Management
seeks, at every Financial Position date when this provision is reviewed, to assess these
assumptions in the best possible way.
Provision for impairment of inventories Note 4.6: The Company proceeds with
impairment of its inventories when there are indications that either the cash flows from their sale
will be lower than their current value or that due to their situation it is not possible to be sold or
to be used in production. Management periodically reassesses the adequacy of the provision for
obsolete inventories and any impairments that arise are recognized in the Profit and Loss Account.
Provisions for bad and doubtful debts Note 4.5 (iii): The Company proceeds with an
impairment of its trade receivables on the basis of expected credit losses for trade receivables
when there is evidence indications that it is unlikely that a debt is collected in whole or in part.
The Company's Management periodically reassesses the adequacy of the provision for doubtful
receivables based on factors such as its credit policy, reports from the lawyers on recent
developments in cases handled by them and their assessment / judgment of the effect of other
factors on the recoverability of the receivables.
3. Important Accounting Principles and Methods
Basic accounting policies
The accounting policies on which the accompanying Financial Statements have been prepared are
consistent with those used in the preparation of the Financial Statements for the comparative
financial year 2021. The Group has adopted the new standards and interpretations, the application
of which became mandatory for financial years beginning 1 January 2022. The new standards are
presented below:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
66
New Standards, Interpretations, Revisions and Amendments to Existing Standards
that have become effective and have been adopted by the European Union
From 1 January 2022, the Group adopted all changes to IFRSs as adopted by the European Union
("EU") relevant to its operations. This adoption has not had a material impact on the Group's
Financial Statements and is not expected to have a material impact in the current period.
The following new Standards, Interpretations and amendments to Standards have been issued by
the International Accounting Standards Board ("IASB"), have been adopted by the European
Union and their application is mandatory from 01/01/2022 and thereafter
IAS 16 (Amendment) 'Property, plant and equipment - Revenue before its intended
use'
The amendments to IAS 16 "Property, Plant and Equipment" prohibit an entity from deducting
from the cost of property, plant and equipment amounts received from the sale of items produced
in the course of preparing such property, plant and equipment to be ready for use. Instead, the
entity recognises such sales proceeds and related costs in the income statement.
IAS 37 (Amendment) 'Onerous Contracts - cost of performing a contract'
The amendment clarifies that 'the cost of fulfilling a contract' includes the directly attributable
costs of fulfilling that contract and the allocation of other costs directly related to its performance.
The amendment also clarifies that, before recognising a separate provision for an onerous
contract, an entity recognises any impairment loss on the assets used to fulfil the contract, rather
than on assets that were dedicated solely to that contract.
IFRS 3 (Amendment) 'Reference to the Conceptual Framework'
The amendment updated the standard to refer to the Conceptual Framework for Financial
Reporting issued in 2018 when determining what constitutes an asset or liability in a business
combination. In addition, an exemption was added for certain types of liabilities and contingent
liabilities acquired in a business combination. Finally, it clarifies that the acquirer should not
recognise contingent assets, as defined in IAS 37, at the acquisition date.
The application of the above amendments had no effect on the financial statements of the Group
and the Company.
Annual Improvements to IFRS 2018-2020
IFRS 1 "First-time Adoption of International Financial Reporting Standards"
The amendment allows a subsidiary that transitions to IFRSs after its parent to apply paragraph
D16(a) of IFRS 1 to measure cumulative exchange differences using the amounts reported by its
parent, which are based on the parent's date of transition to IFRSs.
IFRS 9 Financial Instruments
The amendment addresses which costs should be included in the 10% assessment for the
derecognition of financial liabilities. Under the amendment, costs or fees paid to third parties will
not be included in the 10% assessment.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
67
IFRS 16 Leases
The amendment removed the example of payments by the lessor in respect of leasehold
improvements in Explanatory Example 13 of the standard.
IAS 41 Agriculture
The amendment has removed the requirement for entities to exclude tax cash flows when
measuring fair value in accordance with IAS 41.
The adoption of these improvements is not expected to have an impact on the Group and
Company's Financial Statements.
New Standards, Interpretations and Amendments to existing Standards that are not
yet effective or have not yet been adopted by the European Union
The following New IFRSs, Revisions to IFRSs and Interpretations have been issued by the
International Accounting Standards Board ("IASB") but are not effective for annual periods
beginning on or after 1 January 2022. Those relevant to the Group's operations are presented
below. The Group does not intend to adopt the New IFRSs, Revisions to IFRSs and Interpretations
below before their effective date.
IFRS 17 "Insurance Contracts" and Amendments to IFRS 17 (effective for annual
periods beginning on or after 1 January 2023)
In May 2017, the IASB issued a new standard, IFRS 17, which replaces an interim standard, IFRS
4. The purpose of the IASB's project was to develop a single principle-based standard for the
accounting treatment of all types of insurance contracts, including reinsurance contracts held by
an entity. A single principles-based standard will enhance the comparability of financial reporting
between entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an
entity should apply to the financial reporting related to insurance contracts that it issues and
reinsurance contracts that it holds.
IAS 1 (Amendments) Presentation of Financial Statements and Second IFRS
Statement of Practice IFRS Disclosure of Accounting Policies (effective for annual
periods beginning on or after 1 January 2023)
In February 2021, the IASB issued amendments relating to disclosures of accounting policies. The
purpose of the amendments is to improve disclosures of accounting policies to provide more useful
information to investors and other users of financial statements. In particular, these amendments
require disclosure of information about accounting policies when they are material and provide
guidance on the meaning of material when applied to accounting policy disclosures.
IAS 8 (Amendments) Accounting policies, changes in accounting estimates and errors:
Definition of Accounting Estimates' (effective for annual periods beginning on or after
1 January 2023)
In February 2021, the IASB issued amendments that clarify how an entity should distinguish
between accounting estimate changes and accounting policy changes.
IAS 12 (Amendments) 'Deferred tax relating to assets and liabilities arising from a
single transaction' (effective for annual periods beginning on or after 1 January 2023)
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
68
In May 2021, the IASB issued amendments to IAS 12 to specify how entities should treat deferred
tax arising from transactions such as leases and release obligations - transactions for which
entities recognise both a receivable and a liability. In certain circumstances, entities are exempt
from recognising deferred tax when they recognise assets or liabilities for the first time. The
amendments clarify that this exemption does not apply and entities are required to recognise
deferred tax on these transactions.
IFRS 17 (Amendment) 'First-time Adoption of IFRS 17 and IFRS 9 - Comparative
Information' (effective for annual periods beginning on or after 1 January 2023)
The amendment is a transition option related to comparative information about financial assets
presented on initial application of IFRS 17. The amendment is intended to help entities avoid
temporary accounting mismatches between financial assets and insurance contract liabilities, and
therefore improve the usefulness of comparative information for users of financial
statements.10.122.493
IAS 1 (Amendment) 'Classification of liabilities as current or non-current' (effective
for annual periods beginning on or after 1 January 2024)
In January 2020, the IASB issued amendments to IAS 1 that affect the presentation requirements
for liabilities. Specifically, the amendments clarify one of the criteria for classifying a liability as
non-current, the requirement for an entity to have the right to defer settlement of the liability for
at least 12 months after the reporting period. The amendments include, among other things,
clarification that an entity's right to defer settlement should exist at the reporting date and
clarification that the classification of the liability is not affected by management's intentions or
expectations regarding the exercise of the right to defer settlement. In addition, in July 2020, the
IASB issued an amendment to clarify the classification of loan liabilities with financial covenants
which provides for a one-year deferral of the effective date of the originally issued amendment to
IAS 1. The above have not yet been adopted by the European Union.
IFRS 16 (Amendment) Lease Obligation on Sale and Lease Repurchase (effective for
annual periods beginning on or after 1 January 2024)
The amendment clarifies how an entity as a seller-lessor accounts for variable lease payments
arising in sale and leaseback transactions. An entity shall apply the requirements retrospectively
to sale and leaseback transactions entered into after the date on which the entity initially applied
IFRS 16. The amendment has not yet been adopted by the EU.
The adoption of these amendments is not expected to have a significant impact on the Group's
and the Company's Financial Statements. In addition, there are other standards or interpretations
which are also not yet adopted and which are not included in the above and are not expected to
have a significant impact on the Group and the Company.
4. Significant Accounting Principles and Methods
Below are the most important accounting principles and methods used for the preparation of the
Financial Statements:
4.1 Consolidation and Participations in subsidiaries
Subsidiaries are the companies in which the Group directly or indirectly controls their financial and
operating policies. Subsidiary companies are fully consolidated (full consolidation) from the date
on which the control is transferred and cease to be consolidated from the date when the control
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
69
does not exist. The Group's subsidiaries are 100% owned by the Company and have arisen from
direct establishment.
Transactions, intercompany balances and unrealized gains arising between Group companies are
eliminated on consolidation. Unrealized losses are excluded except when the cost of the
transferred asset is not recoverable. The financial statements of the subsidiaries are prepared on
the same date and with the same accounting policies as the financial statements of the Company.
4.2 Property, plant and equipment
Land and buildings, other property items, machinery, vehicles, and other equipment are stated at
historical cost less accumulated depreciation and any impairment in losses.
Acquisition cost and accumulated depreciation of tangible fixed assets disposed of or sold are
erased from the relative accounts at the time of sale or disposal and any gain or loss arises is
included in the Profit and Loss Account.
Expenditure incurred to replace part of the tangible fixed assets is incorporated in the cost of
assets, if it can be reliably estimated, that the Company will benefit from the asset in the future.
Repairs and maintenance costs are recognized in the Statement of Profit or Loss when incurred.
Land is not depreciated. Depreciation for other items of property, plant and equipment is
calculated on a straight-line basis over the estimated useful life of tangible assets.
The estimated useful life (or annual depreciation rates) of property, plant and equipment is as
follows:
Useful life
Rate
Buildings, constructions, installations
25 years
4%
Machinery, equipment, Other fixed assets
10 years
10%
Transportation
6,25 years
16%
Computer Equipment
5 years
20%
4.3 Investor Properties
Properties held for the purpose of collecting rents and/or capital gains are included in investment
properties. Land held for future use that is currently undetermined, i.e. when the Company has
not determined that it will use the land either as owner-occupied property or for a short-term sale
in the normal course of business, then the land is considered to be held for capital appreciation.
Investor properties include land and buildings owned by the Company and the Group, which are
either leased or developed for future use as investments. Investor properties are initially recorded
at cost, which includes transaction costs and borrowing costs.
Investor property is recognised as an asset when, and only when:
(a) it is probable that future economic benefits associated with the investor property will flow to
the Company and the Group; and
(b) the cost of the investment property can be measured reliably.
In accordance with this recognition principle, the Company measures any costs of investment
properties when incurred. These costs include costs incurred initially to acquire them and costs
incurred subsequently to complete, replace part of or maintain an item.
Investment property is measured initially at cost and transaction costs are included in the initial
measurement. The cost of investor property comprises the purchase price and any directly
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
70
attributable costs which may include, for example, professional fees for legal services, property
transfer taxes and other transaction costs.
Subsequent to initial recognition, the Company elects the cost model as its accounting policy and
measures all investment properties in accordance with the requirements of IAS 16 except for
those that meet the criteria for classification as held for sale (or included in a disposal group
classified as held for sale) in accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations.
Transfers to or from investor property are made when, and only when, there is a change in use,
evidenced by the commencement of owner occupation by the owner, for a transfer from investor
property to owner-occupied property. In the case of cost method measurement, transfers between
investor property and owner-occupied property do not change the carrying amount of the property
transferred and do not change the cost of that property for measurement or disclosure purposes.
4.4 Intangible Assets
Intangible assets acquired separately are recognized at less accumulated amortization and
impairment losses.
Subsequent expenditure on capitalized intangible assets are capitalized only when it increases the
future economic benefits incorporated in the specific asset to which they relate. All other
expenditure is expensed when incurred.
Amortization is recognized in the Statement of Profit or Loss using the straight line amortization
method over the estimated useful life of the intangible asset.
Intangible assets include software programs with an estimated useful life of five (5) years.
4.5 Impairment of Non-Financial Assets
The carrying amounts of non-financial assets of the Group or the Company are tested for
impairment when there are indications that their carrying amounts are not recoverable. In this
case, the recoverable amount of the assets is determined and if the carrying amount exceeds the
estimated recoverable value, an impairment loss is recognized directly in the Profit and Loss
Account. The recoverable value of assets is defined as the higher of fair value less costs to sell
and value in use. For assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks associated with these assets. For an asset that does not
generate independent cash inflows, the recoverable value is determined by the cash-generating
unit to which the asset belongs. At each reporting date, the Group and the Company assesses
whether there is an indication that the previous recognized impairment loss do not continue to
exist. In this case, the recoverable amount of the asset is reassessed and the impairment loss is
reversed by returning the carrying amount of the asset to its recoverable amount to the extent
that it does not exceed the carrying amount of the asset that would have been determined (net
of depreciation or amortization) if the impairment loss was not recognized in prior years.
4.6 Financial Instruments
A financial instrument is any contract that creates simultaneously a financial asset for the Company
and a financial liability or equity instrument for another company.
(i) Recognition and initial measurement
All financial assets and financial liabilities are initially recognized when the Company becomes a
party to the contractual provisions of the financial instrument.
A financial asset or financial liability is initially measured at fair value plus, for an item not
measured at fair value through profit or loss, transaction costs that may be directly attributable
to the acquisition or issue. Trade receivables without a significant financial component are initially
measured at the transaction price.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
71
Financial assets are classified at the initial recognition as subsequently measured at amortized
cost, at fair value through other comprehensive income or at fair value through profit or loss. The
classification of financial assets at initial recognition is based on the contractual cash flows of the
financial assets and the business model in which the financial asset is held.
(ii) Classification and subsequent measurement
After initial recognition, financial assets are classified into three categories
At amortized cost
Fair value through other comprehensive income directly to equity (FVOCI);
Fair value through profit or loss (FVTPL)
The Group and the Company do not have assets that are measured at fair value through other
comprehensive income at 31 December 2021 and 31 December 2020.
Financial assets classified as at fair value through profit or loss are initially recognized at fair value
with gains or losses from the measurement being recognized in the Profit and Loss Account.
The measurement of the financial assets of the Company and the Group is as follows:
Financial assets measured at amortized cost
These financial assets are held within the business model and their purpose is to hold them
and collect contractual cash flows that meet the "SPPI" criterion. Included in this category
are all financial assets of the Group, except for investments in shares listed in Stock
Exchange Markets, as well as funds that are measured at fair value through profit or loss.
Financial assets measured at fair value through profit or loss
This includes investments in shares listed in Stock Exchange Markets, as well as in mutual
funds and bonds.
Financial assets are not reclassified after their initial recognition unless the Company changes the
business model concerning the management of the financial assets. As a result, all affected
financial assets are reclassified on the first day of the first reporting period after the change of
the business model.
(iii) Impairment of financial assets
The Group and the Company recognize impairment for expected credit losses for all of the
aforementioned financial assets other than those measured at fair value through profit or loss.
In order to determine the expected credit losses in relation to the receivables from customers, the
Group and the Company apply the simplified approach of the standard based on the age of the
balance. Moreover, to determine the expected losses the Group and the Company is based on the
historical data for losses, tailored for future events in relation to debtors and the economic
environment.
The losses are recognized in profit or loss and are reflected as a provision. When the Company
considers that there are no realistic prospects for recovering the asset, the relevant amounts are
written off. If the amount of the impairment loss subsequently decreased and the decrease is
related to an event occurring after the impairment has been recognized, then the previously
recognized impairment loss is reversed through profit or loss.
The trade and other receivables of both the Company and the Group, other than those for which
a provision has been formed, are assessed as collectable.
Cash and cash equivalents, including cash, cash banks and time deposits of up to 3 months, are
also subject for impairment. The impairment loss on them was insignificant. Cash and cash
equivalents are highly liquid and low risk.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
72
(iv) De-recognition
Financial Assets
The Company and the Group derecognizes a financial asset when the rights to the cash inflow of
the financial asset expire or the Company has transferred the rights to receive cash flows from
that asset while either has transferred substantially all the risks and benefit from the ownership
of the financial asset, or has not transferred substantially all the risks and rewards of ownership
but has transfer the control of the financial asset. Also, when the Company retains the right to
receive cash flows from that asset, it also has the obligation to pay them to third parties in full
without undue delay in the form of a transfer agreement.
When the Company or the Group engages in Transactions in which it transfers assets recognized
in its Financial Position, it retains the risks and rewards of ownership of the transferred assets. In
such cases, the transferred assets are not derecognized.
Financial liabilities
The Company or the Group writes off a financial liability when its contractual obligations are
canceled or expire. Also, the Company or the Group ceases to recognize a financial liability when
the financial liability is replaced by another from the same lender but with substantially different
terms or the terms of the existing liability are significantly changed, so that such exchange or
amendment is treated as a derecognition of the original obligation and recognition of a new one.
The difference between the book value that has been eliminated and the amount paid (including
any non-transferred assets or liabilities assumed) is recognized in the Profit and Loss Account,
when a financial liability is written off.
(v) Offset
Financial assets and financial liabilities are offset and the net amount is reflected in the statement
of financial position when and only when the Company or the Group legally has this right and
intends to offset on a net basis between them or to demand the asset and settle the obligation at
the Same time.
4.7 Inventories
The Company's inventories, which consist mainly of merchandises valued at the lower of cost or
net realizable value. The acquisition cost is determined using the weighted average method, which
is consistently followed. Net realizable value is the estimated selling price in the ordinary course
of business, less the estimated costs necessary to proceed with the sale. Obsolete inventories are
those that do not have full commercial value and which will be sold below cost.
4.8 Cash and Cash Equivalents
Cash and cash equivalents include cash, cash at banks and time deposits of up to 3 months are
of high liquidity and low risk. For Cash Flow statement, purposes cash and cash equivalents consist
of cash at hand and at banks less bank overdrafts.
4.9 Share Capital
Common shares are classified in Equity.
Each share of the Company incorporates all the rights and obligations set out in L.4548/2018 and
the Company's Articles of Association. The distribution of dividends to the Company's shareholders
is recognized as a liability in the Financial Statements when the distribution is approved by the
General Meeting of Shareholders. The cost of acquiring own shares is deducted from Equity, until
own shares are sold or canceled.
Distribution of profits to members of the Board of Directors
The Group recognises a liability and an expense in profit or loss for profit distribution to members
of the Board of Directors when and only when approved by the Annual General Meeting of
Shareholders.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
73
4.10 Government grants
Government grants are recognized at their fair value when there is reasonable assurance that the
grant will be received and the Company and the Group will comply with all the applicable terms.
Government grants relating to expenses are postponed and recorded in the Statement of Profit
or Loss within a period such that they are matched with the expenses they are intended to
compensate. Government grants related to the purchase of tangible fixed assets are included in
long-term liabilities as deferred government grants and are carried as income in the Statement of
Profit or Loss using the straight-line method over the estimated useful life of the related assets.
4.11 Employee Benefits
a) Short-term benefits
Short-term benefits to staff in cash and in kind are recognized as an expense when accrued.
b) Defined contribution plans
Defined contribution plans are post-employment programs for an employee in which the Company
and the Group pays a fixed amount to a third party without any other obligation. The accrued cost
of defined contribution plans is recognized as an expense when incurred.
c) Defined benefit plans
Defined benefit plans are retirement plans. The liability recognized in the statement of financial
position for defined benefit plans is the present value of the defined benefit obligation less the
changes arising from unrecognized actuarial gains and losses and past service cost at the end of
the period for the preparation of financial statements. These liabilities are calculated annually by
independent actuaries using the Projected Unit Credit Method.
Based on the decision issued in May 2021 by the IFRS Interpretations Committee, the way in
which the basic principles of IAS 19 were applied in Greece is different.
The application of this final decision in the attached Consolidated and Company Financial
Statements has resulted in the allocation of benefits over the last 16 years until the employees'
retirement date following the scale of Law 4093/2012.
Actuarial gains and losses arising from adjustments based on historical data are recorded in Other
Comprehensive Income. When the benefits of a program are modified or when the plan is
curtailed, the resulting change in the service obligation associated with the prior service or the
profit or loss from the cut is recognized directly in Other Comprehensive Income.
d) Termination benefits
Termination benefits are paid when employees leave before the retirement date. The Company
recognizes these benefits when committed or terminates the employment of existing employees
according to a detailed plan for which there is no probability of withdrawal, or when it offers these
benefits as an incentive for voluntary retirement. Termination benefits due 12 months after the
balance sheet date are discounted.
e) Distribution of profits and additional benefits
The Group recognises a liability and an expense in profit or loss for the distribution of profits and
additional benefits when and only when a legal or constructive obligation exists. A constructive
obligation exists when:
(a) past practice provides a clear indication of the Group's obligation of the constructive obligation;
or
(b) the amount of such benefits payable has been determined before the financial statements are
authorised for issue.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
74
4.12 Provisions
Provisions are recognized when the Company and the Group have a present legal or constructive
obligation as a result of past events and if it is a probable that an outflow of resources which
embeds economic benefits in order to settle the obligation and the amount of the settlement can
be reliably estimated. Provisions are reviewed at each date of Financial Position and if it is no
longer probable that an outflow of resources which creates financial benefits to settle the
obligation exists, provisions are reversed. Provisions are used only for the purpose for which they
were originally created. Provisions are not recognized for future operating losses. Contingent
liabilities are not recognized in the financial statements but are disclosed. Contingent assets are
not recognized in the financial statements but are disclosed when the inflow of economic benefits
is probable.
4.13 Deferred tax
The Company's income tax relates to tax on taxable profits as they were adjusted in accordance
with the requirements of the tax law based on the applicable tax rates at the date of the Financial
Position.
The income tax of the year consists of current tax and deferred taxes. The charge of income tax
is recognized in the Profit and Loss Account.
The expected tax effects of the temporary tax differences are determined and presented either
as future (deferred) tax liabilities or as deferred tax assets.
Deferred income taxes concern cases of temporary differences between recognition of tax assets
and liabilities and their recognition, for Financial Statements purposes.
Deferred taxes are measured using tax rates that are expected to apply at the time the asset is
recognized and the liability is settled and is based on the tax rates (and tax laws) that are in force
or are enacted at the date of preparation of the Financial Statements. Deferred tax assets are
recognized for deductible temporary differences to the extent that it is probable that there will be
sufficient future taxable Profits.
Deferred tax assets are offset against deferred tax liabilities when there is legally enforceable right
to set off and both are subject to the same tax authority.
The value of deferred tax assets is reviewed at each date of statement of Financial Position and
reduced to the extent that expected taxable income will not be sufficient to cover the deferred
tax asset.
The tax rates used in the countries in which the Group operates are presented as follows:
Country Income Tax Rate
Greece 22,0%
Cyprus 12,5%
Romania 16,0%
4.14 Recognition of Revenue
Revenues consist of the invoicing value of the trading and the provision of services rendered by
the Company and the Group, net of VAT, discounts and returns.
Sales of goods (wholesale and retail)
The Group operates in the kids toys industry and contracts with costumers consist of one
performance obligation or provision of services and the prices are fixed and result from price lists.
The Group recognizes revenue when it delivers the goods to customers and the goods are
accepted by them.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
75
Financial Income
Interest income is recognized using the effective interest method. When calculating interest
income, the effective interest rate is applied to the gross carrying amount of the asset (when the
asset is not impaired by the credit rating) or its recoverable amount.
Income from Royalties
Income from royalties is recognized in accordance with the accrued revenue principle according
to the substance of the royalty agreements.
Dividend income
Dividend income is recognized at the time when the Company's right to receive is ratified.
4.15 Dividends
Dividends distributed to shareholders are recognized in the Financial Statements as a liability and
at the time at which they are ratified by the Annual General Meeting of the Shareholders.
4.16 Leases
The Company and the Group as lessee
At the commencement of a lease, the Group and the Company assess whether the contract
constitutes, or involves, a lease. A contract constitutes, or involves, a lease if the contract transfers
the right to control the use of an underlying asset for a specified period of time in exchange for
consideration.
The Group and the Company recognize lease liabilities for lease payments and right-of-use of
assets that represent the right to use the underlying assets.
i. Right-of-use assets
The Group and the Company recognize the right-of-use assets on the date of the lease term
commencement (ie the date on which the underlying asset is available for use). Regarding the
subsequent measurement, the Group and the Company apply the cost method to measure the
right-of-use assets. Therefore, the right-of-use assets will be measured in cost after deducting
accumulated depreciation and accumulated impairment losses and will be adjusted due to
revaluation of the lease liability. The right-of-use assets are depreciated on a straight-line
depreciation basis in the shortest period of time between the lease term and their useful life.
ii. Lease liabilities
At the date of the lease commencement, the Group and the Company measure the lease liability
at the present value of the lease payments which will be paid during the lease. Subsequently, a
finance cost will be calculated on the lease liabilities, while their accounting balance will be reduced
in order to reflect the lease payments. In case of re-evaluations or modifications, the accounting
balance of lease liabilities is recalculated to capture the revised lease payments.
4.17 Foreign Currency Conversions
The assets and liabilities of the companies participating in the consolidation, which are initially
presented in a currency other than the presentation currency of the Group, have been translated
into euros at the closing rate of the balance sheet. Income and expenses have been translated
into the presentation currency of the Group at the average exchange rates during the reporting
period. Any differences arising from this process are recorded in the Annual Statement of
Comprehensive Income and in the net position except for the part of these differences that is
allocated to non-controlling interests, when they exist. In the event that a foreign business is sold
in whole or in part so as to lose control of the Group in that activity, the accumulated foreign
exchange differences recognized in equity are carried to profit or loss as part of the profit or loss
from the sale.
The "AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A." and the
subsidiary "AS COMPANY CYPRUS LTD" keep their books in Euros. The AS KIDS TOYS S.R.L
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
76
subsidiary keeps its books in RON. Transactions in foreign currencies are converted into Euros
based on the official exchange rate prevailing on the day of the transaction. At the date of the
Financial Position, assets and liabilities in foreign currencies are translated into Euro based on the
official exchange rate of the foreign currency applicable on the respective date of the Financial
Position. Gains or losses from exchange differences are recognized in the Statement Profit or Loss.
5. Other Information
5.1 Consolidated Financial Statements
In the closed financial year 2022, Corporate and Consolidated Financial Statements were
prepared, including, apart from the data of the Company, the data of the subsidiaries "AS
COMPANY CYPRUS LTD" and "AS KIDS TOYS S.R.L.", using the total consolidation method.
The corresponding financial information for the year 2022 referred to as the Group refer to these
companies.
5.2 Seasonality of activities
The demand from our customers for the Company's products and its subsidiaries in Cyprus and
Romania is subject to seasonal fluctuations that are historically increased during Easter and
Christmas time. Most of the customers are selling the products provided by the Company and its
subsidiaries during the Christmas time, for this reason collections in the second half of the year
are significantly higher than in the first half.
6. Operating Segments
The following information refers to the Company's Operating Segments, which are reported
separately in the Financial Statements.
The Operating Segments are defined in accordance with the Company's and Group's structure
and refer mainly to the separation of the Group's activity in Greece and abroad. Based on this
separation those responsible for the financial decision making, monitor the financial information
separately as disclosed by the Company and each of its subsidiaries included in the consolidation.
The responsible bodies for taking and monitoring the relevant decisions are the Managing Director
and the General Manager.
The turnover from the toy and computer trade operations for kids and the turnover for imported
kids clothing is analyzed by geographical area as follows:
Group
Company
Description of the
accounts
2022
2021
2022
2021
Sales in Greece
22.572.388
17.650.812
22.572.388
17.650.812
Sales abroad
6.086.014
5.044.860
3.892.737
3.091.976
Total
28.658.401
22.695.672
26.465.125
20.742.788
Sales abroad represent 21,24% of total consolidated sales for the current year, compared to
22,23% of the previous year.
7. Other Explanatory Information
7.1 Property, plant and equipment and assets’ rights of use
Property, plant and equipment are analysed as follows:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
77
Group
Company
Account Description
2022
2021
2022
2021
Land
1.947.228
1.947.228
1.947.228
1.947.228
Buildings and building installations
2.028.957
2.275.546
2.028.957
2.275.546
Transportation
139.001
105.872
139.001
105.872
Furniture and Fixtures
88.387
102.854
78.099
88.446
Total
4.203.574
4.431.501
4.193.286
4.417.093
The investments of the Group and Company in fixed assets during the year 2022 amounted to
232.094 and 219.024 respectively.
There are no encumbrances on the Company's property.
The Company owns building, located in Oreokastro, Thessaloniki in its own land plot of 45.787,60
m
2
. The building facilities include spaces that cover all the Company's activities, for storage and
assembling of toys, offices and show rooms amounting to an area of 16.169,56 m2.
The acquisition values, depreciation expenses and net book values of the fixed assets are analysed
as follows:
Fixed assets table for the period 31 December 2022 and 31 December 2021:
GROUP
Acquisition Values
Land
Buildings and
building
installations
Machinery, and
Technical
installations
Transportation
Furniture and
fixtures
TOTAL
Balance at
31.12.2020
1.947.228
7.682.231
61.774
303.290
1.332.171
11.326.695
Purchases-additions of
the period 1.01 -
31.12.2021
0
11.100
0
0
44.692
55.792
Reductions-disposals of
the period 1.01 -
31.12.2021
0
0
0
0
-13.860
-13.860
Other changes in
acquisition value
0
0
0
0
0
0
Balance at
31.12.2021
1.947.228
7.693.331
61.774
303.290
1.363.004
11.368.627
Purchases-Additions of
the period 1.01 -
31.12.2022
0
131.565
0
59.150
41.378
232.094
Reductions-disposals of
the period 1.01 -
31.12.2022
0
0
0
0
0
0
Balance at
31.12.2022
1.947.228
7.824.897
61.774
362.440
1.404.382
11.600.721
Accumulated
Depreciation
Land
Buildings and
building
installations
Machinery, and
Technical
installations
Transportation
Furniture and
fixtures
TOTAL
Balance at
31.12.2020
0
5.092.396
61.774
169.196
1.210.070
6.533.437
Depreciation for the
period 1.01 -
31.12.2021
0
325.389
0
28.221
61.614
415.224
Disposals of the period
1.01-31.12.2021
0
0
0
0
-11.535
-11.535
Balance at
31.12.2021
0
5.417.786
61.774
197.417
1.260.149
6.937.126
Depreciation for the
period 1.01 -
31.12.2022
0
319.487
0
26.021
55.417
400.925
Other adjustments
0
58.667
0
0
429
59.096
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
78
Balance at
31.12.2022
0
5.795.940
61.774
223.438
1.315.995
7.397.147
Net book value at
31.12.2020
1.947.228
2.589.835
0
134.093
122.101
4.793.258
Net book value at
31.12.2021
1.947.228
2.275.545
0
105.873
102.855
4.431.501
Net book value at
31.12.2022
1.947.228
2.028.956
0
139.002
88.387
4.203.574
Company
Acquisition Values
Land
Buildings and
building
installations.
Machinery, and
Technical
installations
Transportation
Furniture and
fixtures
TOTAL
Balance at
31.12.2020
1.947.228
7.682.232
61.773
303.290
1.316.678
11.311.202
Purchases-additions of
the period 1.01 -
31.12.2021
0
11.100
0
0
16.377
27.477
Reductions-disposals of
the period 1.01 -
31.12.2021
0
0
0
0
-11.535
-11.535
Balance at
31.12.2021
1.947.228
7.693.331
61.773
303.290
1.321.520
11.327.143
Purchases-additions of
the period 1.01 -
31.12.2022
0
131.565
0
59.150
28.309
219.024
Reductions-disposals of
the period 1.01 -
31.12.2022
0
0
0
0
0
0
Balance at
31.12.2022
1.947.228
7.824.897
61.773
362.440
1.349.829
11.546.168
Accumulated
Depreciation
Land
Buildings and
building
installations
Machinery, and
Technical
installations
Transportation
Furniture and
fixtures
TOTAL
Balance at
31.12.2020
0
5.092.396
61.773
169.197
1.201.574
6.524.940
Depreciation for the
period 1.01 -
31.12.2021
0
325.389
28.221
43.035
396.645
Disposals of the period
0
0
0
0
0
Disposals of the period
1.01-31.12.2021
0
0
0
0
-11.535
-11.535
Balance at
31.12.2021
0
5.417.786
61.773
197.418
1.233.074
6.910.050
Depreciation for the
period 1.01 -
31.12.2022
0
319.487
26.021
38.228
383.736
Other adjustments
0
58.667
0
0
429
59.096
Balance at
31.12.2022
0
5.795.940
61.773
223.439
1.271.730
7.352.882
Net book value at
31.12.2020
1.947.228
2.589.835
0
134.093
115.104
4.786.261
Net book value at
31.12.2021
1.947.228
2.275.546
0
105.872
88.446
4.417.093
Net book value at
31.12.2022
1.947.228
2.028.957
0
139.001
78.099
4.193.286
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
79
Right-of-use assets
The right-of-use assets are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Buildings
90.413
137.101
84.894
124.934
Transportation means
39.424
77.686
39.424
77.686
129.837
214.787
124.318
202.620
Group
Acquisition Values
Buildings
Transportation
TOTAL
Balance at 1.1.2022
289.323
214.508
503.830
Additions of the period 1.01 - 31.12.2022
6.266
16.538
22.804
Disposals of the period 1.01 - 31.12.2022
0
-9.799
-9.799
Balance at 31.12.2022
295.589
221.246
516.835
Accumulated Depreciation
Balance at 1.1.2022
152.222
136.822
289.044
Depreciation for the period 1.01 - 31.12.2021
52.954
53.527
106.481
Depreciation disposals for the period 1.01-
31.12.2022
0
-8.527
-8.527
Balance at 31.12.2022
205.176
181.822
386.998
Net book value at 1.1.2022
137.101
77.686
214.787
Net book value at 31.12.2022
90.413
39.424
129.837
Company
Acquisition Values
Buildings
Transportation
TOTAL
Balance at 1.1.2022
257.217
214.508
471.724
Additions of the period 1.01 - 31.12.2022
6.266
16.538
22.804
Disposals of the period 1.01 - 31.12.2022
0
-9.799
-9.799
Balance at 31.12.2022
263.483
221.246
484.729
Accumulated Depreciation
Balance at 1.1.2022
132.283
136.822
269.105
Depreciation for the period 1.01 - 31.12.2022
46.306
53.527
99.833
Depreciation disposals for the period 1.01-
31.12.2022
0
-8.527
-8.527
Balance at 31.12.2022
178.589
181.822
360.411
Net book value at 1.1.2022
124.934
77.686
202.620
Net book value at 31.12.2022
84.894
39.424
124.318
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
80
7.2 Intangible assets
Intangible assets are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Acquisition value of software programs
1.181.305
711.491
1.181.305
711.491
Accumulated amortization of software programs
-593.592
-545.417
-593.592
-545.417
Period depreciations
-39.923
-48.175
-39.923
-48.175
Other adjustments
14.072
0
14.072
0
Total
561.862
117.900
561.862
117.900
Intangible assets include the cost and accumulated amortisation of computer software programs.
Additions in the financial year amounted to 469.814 for the Group and the Company, while the
corresponding amount in the previous financial year was 0. Additions in the financial year include
an amount of 432.373 which relates to capitalised costs for the creation of the new SAP
information system and for the creation of a B2B eshop. The above are not operational until 31
December 2022 and are therefore not amortised.
Depreciation in the financial year amounted to 39.923 for the Group and the Company, while
the corresponding figures in the previous financial year amounted to € 48,175.
7.3 Investor Property
The Investor Property is analysed as follows:
Group
Company
Account Description
2022
2021
2022
2021
Investor Property
2.032.500
0
2.032.500
0
Property transfer tax
169.115
169.115
Total
2.201.615
0
2.201.615
0
AS Company has acquired a series of adjacent land areas, totalling 62,172.05 sq.m., in the tourist
area of Elounda, Lassithi, Crete, for the development of luxury tourist accommodation.
7.4 Participations in subsidiaries
Participations in subsidiaries are analysed as follows:
Group
Company
Account Description
2022
2021
2022
2021
AS COMPANY CYPRUS LTD.
0
0
150.000
150.000
AS KIDS TOYS S.R.L
0
0
400.000
400.000
Total
0
0
550.000
550.000
The key financial figures of the subsidiaries are analysed as follows:
Total assets
Liabilities
Equity
31/12/2022
31/12/2021
31/12/2022
31/12/2021
31/12/2022
31/12/2021
AS COMPANY
CYPRUS LTD
3.027.347
3.478.585
1.412.131
1.320.875
1.615.216
2.157.710
AS KIDS TOYS
S.R.L.
1.450.253
1.241.251
874.705
783.630
575.548
457.621
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
81
Turnover
Profits/ (Losses) before
taxes
31/12/2022
31/12/2021
31/12/2022
31/12/2021
AS COMPANY CYPRUS
LTD
2.958.222
2.343.920
744.483
616.433
AS KIDS TOYS S.R.L.
2.082.388
1.680.450
137.086
157.708
“AS COMPANY CYPRUS LTD” is governed by and operates under Cypriot Law in the form of a
Limited Liability Company. The subsidiary was established in May 2016 with an initial capital of
150.000, which was 100% covered by the parent company.
“AS KIDS TOYS SRL” is governed by and operates under Romanian Law in the form of a Limited
Liability Company. The subsidiary was established in February 2018 with an initial capital of
400.000, which was 100% covered by the parent company.
The Company tests annually whether there are any indications of impairment of the investments.
No such indications have arisen for investments in subsidiaries.
7.5 Other non-current assets
Other non-current assets are analysed as follows:
Group
Company
Account Description
2022
2021
2022
2021
Advance given for the purchase of land
61.126
0
61.126
0
Guarantees given
17.207
16.197
14.563
14.191
Total
78.333
16.197
75.689
14.191
7.6 Inventories
Inventories are analysed as follows:
Group
Company
Account Description
2022
2021
2022
2021
Merchandises
7.120.369
3.960.905
7.119.406
3.960.534
Less: Provisions for inventory depreciation
-611.090
-675.532
-611.090
-675.532
Advances for stock purchases
1.154.068
1.245.556
1.154.068
1.245.556
Total
7.663.347
4.530.930
7.662.384
4.530.559
Inventory depreciation provisions of 611,090 cover the Company's slow moving and low
marketability inventories. During the year, an inventory depreciation inversion provision of
€64,441 was recorded in the Statement of Comprehensive Income.
Advances for inventory purchases relate to import orders from abroad.
The mode of operation of the warehouse has changed since 2019. Products are distributed directly
by the Company to customers of its subsidiaries. The subsidiaries no longer maintain warehouses.
In order to ensure a smooth supply to meet customer orders in the first quarter of 2023, the
Company has made significant inventory purchases in order to ensure smooth supply to meet
customer orders in the first quarter of 2023, taking into account the economic uncertainty due to
geopolitical developments and the energy crisis.
7.7 Accounts receivables
Accounts receivables are analysed as follows:
Group
Company
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
82
Account Description
2022
2021
2022
2021
Trade debtors
3.761.350
5.399.364
3.950.379
4.840.028
Cheques Receivable
4.521.752
5.544.396
3.349.289
5.544.396
Notes Receivable
146.000
105.149
146.000
105.149
Total
8.429.102
11.048.909
7.445.668
10.489.573
Less: Provisions for impairment
-94.384
-133.334
-94.384
-133.334
total
8.334.719
10.915.575
7.351.284
10.356.239
The total Accounts receivables for 2022 is analysed as follows:
Group
Company
Not Outstanding balances
8.189.633
7.314.558
Outstanding balances
239.469
131.109
Total accounts receivables
8.429.102
7.445.668
The maturity of trade receivables that were outstanding is analysed as follows:
Group
Company
Uup to 90 days
107.615
13.207
91 180 days
57.404
43.451
>181 days and more
74.451
74.451
TTotal
239.469
131.109
As of 2018, the Group applies the simplified approach of IFRS 9 and calculates the lifetime
expected credit losses over its receivables.
At each balance sheet date, the Group performs an impairment test with the use of a table based
on which the expected credit losses are calculated. The maximum exposure to credit risk on the
Balance Sheet date is the carrying value of each class of receivables as stated above.
The information about the exposure of the Group and the Company to the credit risk is analyzed
as follows:
Group 2022
Non
receivable
Receivables
up to 90 days
Receivables
up to 91-80
days
Receivables
of more than
180 days
Total
Total receivables
8.189.633
107.615
57.404
74.451
8.429.102
Expected credit losses
7.371
97
52
67
7.586
Receivables depreciation
expectations
86.798
Total
94.384
Company 2022
Non
receivable
Receivables
up to 90 days
Receivables
up to 91-80
days
Receivables
of more than
180 days
Total
Total receivables
7.314.558
13.207
43.451
74.451
7.445.668
Expected credit losses
6.583
12
39
67
6.701
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
83
Receivables depreciation
expectations
87.683
Total
94.384
The provision for impairment of 94,384 covers all existing and expected credit losses of the
Company and the Group from the non-recovery of bad debts. The review of the expected credit
loss under IFRS 9 resulted in a change in the period in the amount of the provision made as at
31 December 2021.
The movement of the provision for impairment of accounts receivables is as follows:
Group
Company
2022
2021
2022
2021
Opening balance
133.334
133.334
133.334
133.334
Additional provisions for the year (reversal)
-38.950
0
-38.950
0
Closing Balance
94.384
133.334
94.384
133.334
The Company has assigned receivables of € 3,889,880 under a non-recourse factoring agreement
and has received a credit of € 3.893.466 up to 31 December.
7.8 Investments at fair value through P&L
Investments at fair value through P&L are analysed as follows:
Group
Company
2022
2021
2022
2021
Shares listed on the Athens Stock Exchange
575.046
823.698
575.046
823.698
Other local securities
1.213.393
1.800.111
1.213.393
1.800.111
Foreign Mutual Funds
914.586
1.297.567
914.586
1.297.567
Other foreign securities
7.985.326
7.325.798
7.419.469
7.026.893
total
10.688.350
11.247.174
10.122.493
10.948.269
Group
Company
Account description
2022
2021
2022
2021
Short-term investments in EUR
6.543.954
6.460.249
5.978.097
6.161.344
Short-term investments in USD
4.144.395
4.786.925
4.144.395
4.786.925
10.688.350
11.247.174
10.122.493
10.948.269
Group
Company
2022
2021
2022
2021
Balance 31.12.2021
11.247.174
8.684.505
10.948.269
8.275.465
Purchases
3.673.698
6.725.384
3.171.833
6.425.804
Disposals
-3.091.297
-4.459.960
-2.893.757
-4.055.502
Disposal gains/ (losses)
35.698
40.470
33.473
41.812
Exchange differences gains/(losses)
from disposals
46.072
39.680
46.072
39.680
Accrued interest
36.298
37.674
36.298
37.674
Gains/ (losses) from depreciation at
fair value
-1.259.293
179.422
-1.219.695
183.337
Balance 31.12.2022
10.688.350
11.247.174
10.122.493
10.948.269
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
84
The loss resulting from the valuation of the securities amounted to - 1,219,694.71 on
31.12.2022, which charged the financial results of 2022, while on 31.12.2021 a loss of € 183.337
was recorded.
As at 31 December 2022, the Group holds Credit Suisse bonds valued at 123 thousand,
representing approximately 1% of the total portfolio of Investments at fair value through profit or
loss. On 19 March 2023, following negotiations with the Swiss government, UBS Group AG
announced its Credit Suisse acquisition. This bond is not traded on a stock exchange and the
resulting loss will be a non-adjusting event in the Financial Statements and will affect the results
of the 2023 financial year.
7.9 Other current assets
Other current assets are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Other debtors
67.471
178.990
64.004
171.532
Next year expenses
110.841
76.783
110.841
76.783
Accrued income
33.024
24.477
247.842
346.458
211.335
280.251
422.686
594.774
7.10 Cash and cash equivalents
Cash and cash equivalents are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Cash in hand
8.923
10.263
8.923
10.263
Deposits and time deposits
6.990.255
8.150.822
5.606.919
5.576.331
total
6.999.177
8.161.085
5.615.842
5.586.594
The analysis of cash and cash equivalents by currency is as follows:
Group
Company
Account description
2022
2021
2022
2021
EUR
6.483.456
7.449.067
5.515.243
5.245.090
Other currencies
515.721
712.018
100.599
341.505
total
6.999.177
8.161.085
5.615.842
5.586.594
The distribution of cash according to the credit rating of the institutions, according to the
Standard & Poor's rating system, is shown in the table below:
Group
Company
Credit rating
2022
2021
2022
2021
B-
5.745.212
5.036.135
5.275.650
4.029.032
B+
172.076
159.206
172.076
159.206
BBB+
54.126
978.303
54.126
978.303
B
758.986
1.139.560
6.625
21.461
A-
259.855
837.617
98.442
388.329
6.990.255
8.150.822
5.606.919
5.576.331
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
85
7.11 Share capital
With the decision of 22.12.2020 of the Extraordinary General Meeting of the Company's
shareholders, it was decided:
A) the increase of the share capital of the Company in the amount of 74,509.17 with
capitalization of the reserve in excess of the share with an increase of the nominal value of the
share by 0.00568 as well as the relevant amendment of article 5 of the Company's articles of
association on capital. Following the above increase, the share capital of the Company now
amounts to 5,718,697.77 divided into 13,126,020 common registered shares, with a nominal
value of 0.43568 each. The Corporate Operations Committee of the Athens Stock Exchange was
informed at its meeting of 04.02.2021 about the increase of the share capital with a share
premium reserve.
B) the increase of the share capital of the Company by the amount of 2,944,475.43 with
capitalization of profits of previous years, in accordance with the provisions of article 24 of N.4646
/ 2019 as the relevant amendment of article 5 of the Company's articles of association capital.
After the above increase, the share capital of the Company now amounts to 8,663,173.20
divided into 13,126,020 common registered shares, with a nominal value of 0.66 each. The
Corporate Operations Committee of the Athens Stock Exchange was informed at its meeting of
04.02.2021 on the increase of the share capital by capitalization of profits of previous years, in
accordance with the provisions of article 24 of Law 4646 / 2019.
The accounts of share capital and reserves are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Share capital paid-in
(13.126.020 shares 0,66€ each)
8.663.173
8.663.173
8.663.173
8.663.173
Legal reserve
2.094.634
1.962.793
2.075.253
1.950.344
Reserve for the conversion of share capital to
EUR
14.350
14.594
33.064
33.064
Tax-free reserves
278.200
278.200
278.200
278.200
Subsidiary absorption losses
-285.141
-285.141
-285.141
-285.141
Own shares
-120.214
-116.826
-120.214
-116.826
Retained earnings carried forward
24.059.148
23.115.053
22.419.051
21.043.702
total
34.704.150
33.631.847
33.063.386
31.566.516
The Ordinary Reserve is formed in accordance with the provisions of Greek Law (article 158 of
Law 4548/2018), according to which an amount at least equal to 5% of the annual net (after tax)
profits, is required to be transferred to the Ordinary Reserve until its amount reaches one third of
the paid-up share capital.
7.12 Lease liabilities
The analysis of long-term and short-term lease liabilities is as follows:
Group
Company
Long-term lease liabilities
2022
2021
2022
2021
Building leases
41.453
91.938
41.453
85.734
Transportation means leases
6.019
31.305
6.019
31.305
Total
47.471
123.243
47.471
117.039
Group
Company
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
86
Short-term lease liabilities
2022
2021
2022
2021
Building leases
54.937
52.764
48.396
44.816
Transportation means leases
36.199
51.754
36.199
51.754
Total
91.135
104.518
84.595
96.570
7.13 Deferred Tax liabilities
According to the current tax regime in Greece, companies are subject to a tax rate of 22% on
their total profits, as amended by Article 120 of Law 4799/2021.
The deferred tax assets and liabilities were calculated by applying the tax rates that correspond
to the fiscal year in which the recovery of every category of the temporary difference between
carrying value and tax base is expected.
The deferred tax assets and liabilities offset if there is an enforceable legal right to offset the
current tax assets with the current tax liabilities and if the deferred tax refers to the same tax
jurisdiction.
The Deferred Tax Liabilities for the Group and the Company are analyzed as follows:
2021
Impact the of
change in
income tax
rates
Amounts
recognized
in P&L
Amounts
recognized
in OCI
2022
Deferred tax (liabilities)
Land
199.523
199.523
Buildings
178.909
-9.272
169.637
Total Deferred tax (liabilities)
378.431
0
-9.272
0
369.159
Deferred tax (assets)
Valuation of receivables liabilities in foreign
currency
-77
1.304
1.228
Write off of establishment and initial installation
expenses
130,95
-130,91
0,04
Provision for inventory obsolescence
143.117
-14.177
128.940
Provision for impairment of doubtful debts
15.979
-8.569
7.410
Provision for impairment of securities
-10.746
217.692
206.946
Provision for staff leaving benefits
18.046
4.548
-4.143
18.450
Differences from implementation of IFRS 16
2.417
-713
1.705
Differences from other depreciations
-1.037
-1.037
-2.074
Total Deferred tax (assets)
167.830
0
198.918
-4.143
362.604
Total Deferred Tax
210.601
0
-208.190
4.143
6.555
2020
Impact the of
change in
income tax
rates
Amounts
recognised in
P&L
Amounts
recognised in
OCI
2021
Deferred tax (liabilities)
Land
217.661
-18.138
-9.272
0
199.523
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
87
Buildings
205.288
-17.107
0
178.909
Total Deferred tax (liabilities)
422.949
-35.246
-9.272
0
378.431
Deferred tax (assets)
Valuation of receivables liabilities in foreign
currency
32.853
-2.738
-30.192
0
-77
Write off of establishment and initial
installation expenses
190,86
-15,91
-44
0
131
Provision for inventory obsolescence
133.537
-11.128
20.708
0
143.117
Provision for impairment of doubtful debts
17.431
-1.453
0
0
15.979
Provision for impairment of securities
22.153
-1.846
-31.053
0
-10.746
Provision for staff leaving benefits
15.397
-1.283
4.297
-365
18.046
Differences from implementation of IFRS 16
2.595
-216
38,56
2.417
Differences from other depreciations
-1.037
-1.037
Total Deferred tax (assets)
224.157
-18.680
-37.282
-365
167.830
Total Deferred Tax
198.792
-16.566
28.011
365
210.601
7.14 Staff leaving benefits
Under Greek labour law, employees are entitled to a lump-sum compensation in the event of their
dismissal or retirement, the amount of which depends on the length of service and on the
employee's remuneration at the day of their dismissal or retirement. Employees who resign or are
justifiably dismissed are not entitled to compensation. If the employee remains in the Company
until retirement, is entitled to a lump sum equal to 40% of the compensation he/she would receive
had he/she been dismissed that day, according to Law 2112/1920.
The movement of the net obligation in the Financial Statements as at 31.12.2022 is as follows:
The provision for retirement compensation is shown in the Financial Statements in accordance
with IAS 19 “Employee Benefits” and is based on an independent actuarial valuation.
The details and the main assumptions of the actuarial valuation as at 31 December 2022 and
31 December 2021 are analysed as follows:
Group
Company
Changes in Net Obligation
2022
2021
2022
2021
Net Obligation at the beginning of the year
82.027
64.153
82.027
64.153
Benefits paid by the employer
-55.258
-56.852
-55.258
-56.852
Expense recognized in the statement of Profit
or Loss
75.930
76.729
75.930
76.729
Result recognized in Other Comprehensive
Income
-18.834
-2.003
-18.834
-2.003
Net Obligation at the Statement of
Financial Position
83.865
82.027
83.865
82.027
Group
Company
Reconciliation of total obligation
2022
2021
2022
2021
Net Obligation at the beginning of the year
82.027
64.153
82.027
64.153
Current service costs
20.904
19.342
20.904
19.342
Cost of previous services due to amendments
0
278
0
278
Interest cost
820
257
820
257
Termination Benefits / Effects of
Loss/settlement
54.206
56.852
54.206
56.852
Less Benefits Paid
-55.258
-56.852
-55.258
-56.852
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
88
Actuarial (gains)/ losses for the year
-18.834
-2.003
-18.834
-2.003
Total obligation at year end
83.865
82.027
83.865
82.027
The actuarial assumptions used in the actuarial valuation are as follows:
1. Discount Rate : 3,3% on 31.12.2022
2. Average Annual rate of long-term growth of inflation : 2,2%
3. Average annual long-term increase of salaries : 2,2%
4. Valuation date : 31.12.2022
5. For the Estimated Retirement Benefit, the application of L. 2112/1920 as amended by L.
4093/2012 and L.4808/2021 was estimated upon retirement
Sensitivity analysis
2021
Present value of Defined Benefit Obligations
82.027
Calculation with Discount rate +0,5%
78.578
Calculation with Discount rate -0,5%
85.676
Sensitivity analysis of current service cost
2021
Current service cost
19.342
Calculation with Discount rate +0,5%
18.328
Calculation with Discount rate -0,5%
20.424
7.15 Other long-term liabilities
Long-term liabilities refer to grants and are analyzed as follows:
Group
Company
Account description
2022
2021
2022
2021
Fixed asset investments grants
32.224
46.671
32.224
46.671
total
32.224
46.671
32.224
46.671
7.16 Accounts payables
Accounts payables are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Suppliers
2.367.228
2.552.723
2.141.921
2.283.193
Cheques Payable
68.731
510.805
68.731
510.805
total
2.435.960
3.063.528
2.210.652
2.793.998
7.17 Short-term borrowings
Short-term borrowing liabilities are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Piraeus Bank
20.825
0
20.825
0
Total
20.825
0
20.825
0
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
89
7.18 Other short-term liabilities
Other short-term liabilities are analysed as follows:
Group
Company
Account descriptiom
2022
2021
2022
2021
Customer advances
162.733
220.185
162.733
219.986
Liabilities from taxes - duties
1.145.972
781.875
971.677
576.650
Social security
131.685
120.847
121.865
117.064
Accrued expenses
398.061
434.538
398.061
237.066
Other creditors
1.486.963
881.699
1.354.106
1.040.230
Cheques payable
323.444
213.820
323.444
213.820
Total
3.648.857
2.652.964
3.331.886
2.404.816
7.19 Turnover
Turnover is analysed as follows:
Group
Company
2022
2021
2022
2021
Domestic wholesales of merchandises
22.496.219
17.539.719
22.496.219
17.539.719
Wholesales of merchandises in EU
5.403.446
4.165.806
3.210.169
2.212.922
Wholesales of merchandises in Third Countries
682.568
879.054
682.568
879.054
Retail sales of merchandises
76.144
109.866
76.144
109.866
Sales of other stock and scrap
25
1.227
25
1.227
Total
28.658.401
22.695.672
26.465.125
20.742.788
There is a dispersion of sales, however one customer participates in the total turnover with more
than 10%, while its total trade receivables as of 31 December 2022 cover 3.55% of the Company's
assets and 3.36% of the Group's assets (2021: 7.70% of the Company's assets and 7.20% of the
Group's assets).
7.20 Cost of Sales
Cost of sales is analysed as follows:
Group
Company
2022
2021
2022
2021
Cost of goods sold
16.344.801
11.996.417
16.048.703
11.754.409
Cost of consumed materials
145.494
52.702
145.494
52.702
Cost of Self-Consumed goods
-42.544
-40.258
-42.544
-40.258
Provisions - Impairment of inventory
-64.441
94.128
-64.441
94.128
Foreign exchange differences
16.300
-200
16.300
-200
Total
16.399.610
12.102.790
16.103.512
11.860.782
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
90
7.21 Other income
Other income is analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Income from transportation of goods sold
11.136
8.815
11.136
8.815
Other income
270.199
232.791
485.360
421.186
Total
281.335
241.606
496.496
430.001
Other income in 2022 mainly relates to write-offs of credit/debit balances from previous years
totalling EUR 239,647.
Other revenue in 2021 mainly concerns tax refund (ENFIA) totalling EUR 205.843.
7.22 Administrative expenses
Administrative expenses are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Personnel expenses
1.252.270
1.151.278
1.150.100
1.034.918
Third party fees and expenses
788.027
634.116
682.861
535.539
Third party utilities
168.639
131.602
167.011
130.862
Taxes and duties
59.810
66.937
50.458
51.969
Miscellaneous expenses
147.110
120.833
127.871
119.592
Utilization provisions
5.168
4.969
5.168
4.969
Depreciation-Impairment
386.814
410.480
374.151
400.389
Other (income)/ expenses
-7.028
-18.810
-7.028
-18.810
2.800.810
2.501.404
2.550.593
2.259.428
7.23 Distribution expenses
Distribution expenses are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Personnel expenses
2.022.491
1.752.671
1.956.806
1.644.322
Third party fees
1.200.571
877.226
802.226
713.319
Utilities
132.858
128.781
117.274
108.689
Taxes and duties
84.445
58.873
60.135
51.208
Miscellaneous expenses
1.770.518
1.823.973
1.756.268
1.649.342
Other operating provisions
13.437
12.920
13.437
12.920
Depreciation-Impairment
158.504
146.024
147.329
130.888
Other expenses/ (income)
101.270
34.730
101.270
34.730
5.484.094
4.835.197
4.954.745
4.345.417
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
91
Miscellaneous expenses contain advertising and promotional expenses.
7.24 Research and development expenses
Research and development expenses are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Personnel expenses
161.667
155.546
161.667
155.546
Utilities
8.984
6.349
8.984
6.349
Taxes and duties
4
52
4
52
Miscellaneous expenses
7.776
8.075
7.776
8.075
Depreciation-Impairment
3.323
6.879
3.323
6.879
Other operating provisions
2.067
1.988
2.067
1.988
183.820
178.888
183.820
178.888
The research and development expenses are related with costs incurred by a specialized
department of the Company which aims to develop new products.
7.25 Payroll costs
The payroll costs included in the Financial Statements of the Company and the Group as at
31 December 2022 and 31 December 2021 are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Salaries and wages
2.776.708
2.421.574
2.608.854
2.196.866
Employer contributions
532.247
465.836
532.247
465.836
Other staff costs
127.473
172.085
127.473
172.085
3.436.427
3.059.494
3.268.573
2.834.786
The number of staff employed at the end of the audited financial year 2022 amounted to 72
employees in the Group, being 66 in the parent company and 6 in the subsidiaries in Cyprus and
Romania. At the end of the previous financial year the number of employees in the Group
amounted to 72 employees, i.e. 66 in the parent company and 6 in the subsidiaries in Cyprus and
Romania.
The above payroll costs are allocated to the various operations of the Company and the Group as
follows:
Group
Company
Account description
2022
2021
2022
2021
Administrative Expenses
1.252.270
1.151.278
1.150.100
1.034.918
Distribution Expenses
2.022.491
1.752.671
1.956.806
1.644.322
Research and Development Expenses
161.667
155.546
161.667
155.546
total
3.436.427
3.059.494
3.268.573
2.834.786
7.26 Depreciation Impairment
Depreciation impairment expenses are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Depreciation of Buildings
319.487
325.389
319.487
325.389
Depreciation of leased Buildings
52.954
50.742
46.306
44.094
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
92
Depreciation of Vehicles
26.021
28.221
26.021
28.221
Depreciation of leased Vehicles
53.527
49.241
53.527
49.241
Depreciation of furniture and other equipment
55.417
61.614
38.228
43.035
Depreciation if intangible assets
41.233
48.176
41.233
48.176
Total
548.640
563.383
524.803
538.156
The above depreciation expenses are allocated to the Company's operations as below:
Group
Company
Account description
2022
2021
2022
2021
Administration Expenses
386.814
410.480
374.151
400.389
Distribution Expenses
158.504
146.024
147.329
130.888
Research and Development costs
3.323
6.879
3.323
6.879
Total
548.640
563.382
524.803
538.155
Based on the above, the agreement of Profit before taxes, financial, investment results and
amortization with Net Profit after taxes is as follows:
Όμιλος
Εταιρία
2022
2021
2022
2021
Net profit after taxes
2.594.102
3.184.247
3.018.424
2.507.080
Adjustments
Income taxes
689.752
792.684
583.862
695.711
(Revenue) / Financial operating
expenses - net
826.498
-657.934
-394.384
-674.517
Depreciation Impairment
548.640
563.382
524.803
538.156
Earnings before taxes, financial,
investment results and
depreciation
4.658.993
3.882.380
3.732.704
3.066.429
7.27 Financial expenses
The net financial expenses/income are analysed as follows:
Group
Company
Account description
2022
2021
2022
2021
Short-term liabilities’ interests and expenses
66.592
17.094
63.414
11.122
Other related expenses
60.236
62.777
53.833
62.777
Interest income and Income from securities
-515.441
-483.588
-515.112
-483.588
Dividend income
0
0
-1.200.000
0
(Profits)/Losses from the disposal of securities
-16.215
-81.492
-16.215
-81.492
(Profits)/Losses from the valuation of financial
instruments
1.231.325
-172.725
1.219.695
-183.337
Total
826.498
-657.934
-394.384
-674.517
Included in the Company's credit interest and securities income is the dividend received by the
Parent Company from the Subsidiary AS COMPANY CYPRUS LTD in the amount of EUR 1.200.000.
7.28 Taxes
The taxes for the year of the Company and Group are analyzed as follows:
Group
Company
Account description
2022
2021
2022
2021
Income tax for the year
906.993
781.480
801.103
684.267
Deferred taxes recognized in the statement of Profit
or Loss
-208.189
11.444
-208.189
11.444
Income tax of previous years
3.949
-240
3.949
0
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
93
Total taxes recognized in the Income
Statement (a)
702.753
792.684
596.863
695.711
Deferred taxes recognized in Other Comprehensive
Income (b)
4.143
365
4.143
365
Total (a)+(b)
706.897
793.049
601.006
696.076
The table below shows the reconciliation of Income Tax:
Group Company
Account description
2022
2021
2022
2021
Profits before taxes
3.283.855
3.976.932
3.602.286
3.202.791
Tax rate of parent company
22%
22%
22%
22%
Income tax
722.448
874.925
792.503
704.614
Effect of tax rates in foreign jurisdictions
-78.951
-68.024
0
0
Income tax not recognised for tax purposes
64.411
10.388
64.411
7.663
Effect of changes in tax rates
0
-16.566
0
-16.566
Tax difference of previous years
3.949
-240
3.949
0
Tax of other differences
-9.104
-7.799
0
0
Intracompany dividend respective tax
0
0
-264.000
0
Deferred taxes recognized in Other Comprehensive
Income
4.143
365
4.143
365
Total
706.897
793.049
601.006
696.076
Effective tax rate
21,53%
19,94%
16,68%
21,73%
The corporate income tax rate for legal entities in Greece is 22%. The tax rates in the countries
where the Group operates range from 12.5% to 16.0%.
The Company has received tax compliance certificates from its statutory auditor for each year
from 2011 to 2021 in accordance with the Greek tax legislation (2011-2013 in accordance with
the provisions of article 82 of Law 2238/1994 and 2014-2020 according to the provisions of article
65A of Law 4174/2013). The Company does not expect any additional taxes to be incurred in the
context of the tax audit from Greek tax authorities for the years from 2016 to 2021. In addition,
on the basis of risk analysis criteria, Greek tax authorities may select the Company for a tax audit
in the context of audits carried out on companies that have received tax compliance certificates
from its Statutory Auditors. The Company has not received any audit mandate from the Greek tax
authorities for the years 2016 to 2021.
It should be noted that as at 31.12.2022 the years up to 31.12.2016 were statutorily barred
according to the provisions of paragraph 1 of article 36 of Law 4174/2013.
For the year 2022, tax audit is still in progress for the receival of the tax compliance cerficate and
the Management does not expect a material change of the tax obligations of that year. The audit
is expected to be completed after the publication of the Financial Statements for the period.
The unaudited tax years of the Group are analyzed as follows:
Company Headquarters Unaudited tax years
AS COMPANY A.E. Greece 2017-2022
AS COMPANY CYPRUS LTD. Cyprus 2017 2022
AS KIDS TOYS SRL Romania 2018 - 2022
We estimate that in case of a tax audit of the subsidiaries in Cyprus and Romania, any additional
tax liabilities that may arise, will not have any material effect on the Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
94
8. Related Parties Transactions
As related parties within the definitions of IAS 24 are in addition to subsidiaries and affiliates, also
management and members of the Board of Directors.
Transactions with related parties during the year 2022, i.e. intercompany sales / purchases and
intercompany balances, were all Transactions within the scope of the Company's business
operations.
The Company's activities and its affiliated companies concerns AS COMPANY CYPRUS LTD and AS
KIDS TOYS S.R.L. No intercompany transaction was conducted beyond those described above.
Sales
2022
2021
AS COMPANY CYPRUS LTD
1.713.411
1.235.473
AS KIDS TOYS S.R.L
1.105.688
817.641
Total
2.819.099
2.053.114
Purchases
2022
2021
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
Other Transactions
2022
2021
AS COMPANY CYPRUS LTD
110.214
100.739
AS KIDS TOYS S.R.L
76.823
84.769
Total
187.037
185.507
Balances from trading Transactions
Receivables
2022
2021
AS COMPANY CYPRUS LTD
953.215
795.798
AS KIDS TOYS S.R.L
568.876
454.897
Total
1.522.092
1.250.694
Payables
2022
2021
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
During fiscal year 2022, a dividend was approved from the subsidiary AS COMPANY CYPRUS
LIMITED to the Parent Company in the amount of EUR 1.200.000, (2021:0).
The benefits to the directors and the Company's management are analyzed as follows:
Remuneration and Transactions of Management
Group
Company
Short term employee benefits
2022
2021
2022
2021
Salaries
519.087
580.181
519.087
504.931
Social Security cost
86.356
94.472
86.356
85.341
Total
605.443
674.653
605.443
590.272
Remunerations and Transactions of Board of Directors
Members
Group
Company
Short term benefits
2022
2021
2022
2021
Salaries
440.000
332.160
410.000
307.160
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
95
Social Security cost
71.819
50.843
70.992
50.640
Stamp duty
4.920
3.686
4.920
3.686
Other benefits
48.510
34.140
48.510
34.140
Total
565.249
420.829
534.422
395.626
No loans have been granted to the Board of Director members, or to Management (and their
families). There were no changes in the transactions between the Company and its related persons
which could have a material impact on the Company's financial position and performance.
The fees paid during the year 2022 to the Chairman of the Board. Mr. Efstratios Andreadis, the
Vice President of the Board Mrs. Anastasia Andreadou, the Executive member Mr. Konstantinos
Andreadis and the non-executive members Mr. Ioannis Apostolakos, Theofilos Mehteridis, Michael
Zarkadis and Apostolos Petalas, relate to remuneration in their capacity as members of the Board.
The Company does not pay any remuneration to the Board Members for their status as members
of the Audit & Remuneration and Nomination Committees.
According to the decision of the Annual General Meeting on 02.06.2022, the payment of the
annual gross remuneration from the profits of the closed financial year 1.1.2021-31.12.2021 was
approved.
Theophilos Mehteridis, a non-executive member of the Board of Directors, was also paid fees due
to the provision of customs clearance services, in the context of his professional cooperation with
the Company, based on a relevant assessment of the Board of Directors. The fees paid to the
executive member of the Board of Directors, Mrs. Theodora Koufou, relate to the provision of
dependent work services to the Company throughout the financial year. The Directors who are
not members of the Board of Directors received fees based on their dependent employment
contracts with the Company.
9. FINANCIAL RISK MANAGEMENT AND FINANCIAL ASSETS
The Group faces various risks and uncertainties related to its operations, which may significantly
affect its legal entities, their financial condition, business operations and cash flows.
Indicatively, the list of risks to which the Group is exposed is:
- Strategic risks
- Internal risk factors
- Country and international risks
- Profitable growth risk
- Supply chain risks
- Market risks - Cost reduction systems
- Human resource systems risks
- IT risks
- Compliance risks
- Financial risks
- Reporting risks - Maximum financial risks
- Risks - Internal Control and Risk Systems
- Risks - Sustainability Risks.
- Risks from geopolitical developments
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
96
9.1. Plans to address major risks
The Group's management has prioritised the following 5 most important risks with regard to the
achievement of its strategic objectives.
- Profitable growth risk. In order to achieve profitable organic growth objectives, it is essential to
plan a response to the risks and limit the obstacles that will arise.
- Sustainable growth risk. In order to achieve the objectives of sustainable growth and to reduce
the competitiveness risk in relation to large companies that can take advantage of their faster
adaptation to the objectives of sustainable growth, there must be integrated response plans.
- Internal risk factors. To achieve the Company’s goals and vision, a healthy organization is needed
that will be able to improve existing core competencies, develop new ones such as
internationalization competencies, new digital competencies with a focus on digitization and
collective leadership with high standards of corporate governance, adjusted to the specialties and
size of the Group and the Company.
- Compliance risks. Compliance with the requirements of the legislative framework is an ongoing
process that the Group must and strives to meet consistently.
- Risks from Geopolitical Developments. International political issues such as the war in Ukraine,
Greece's relations with Turkey are and will remain beyond the Group's control.
9.2 Categorization of risks
The main risks to which the Company and the Group are exposed have been categorized as
follows:
a. Business Risks
Risks related to the Group's strategy and the industry in which it operates, such as the speed of
response to changing customer/consumer demands, competition, regulatory framework and the
company's reputation, as well as issues such as technological innovation.
b. Operational risks
Risks in relation to the Group's operations, arising from factors such as the supply chain
(procurement, production, distribution), financial reporting. Errors - fraud and third parties’
malicious acts that may affect the information system and communications as well as security in
customer service.
c. Financial risks
Risks arising from the general macroeconomic environment on the one hand and factors that
constitute obstacles for the Group to meet its commitments and financial objectives on the other.
The primary objective is to maintain strong creditworthiness and healthy business ratios to support
its business plans.
d. Risks from Geopolitical Developments
The Group's business is affected by the level of disposable income from economic consumption
which is subsequently influenced by conditions such as inflation, GDP, unemployment levels and
taxation. The geopolitical developments in the countries of Europe as well as Greece's relations
with Turkey create a climate of uncertainty, resulting in a contraction of demand in the product
category in which the Group operates.
9.3. Description of the main risks and uncertainties
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
97
The main risks that have a direct impact on the financial results are listed below.
(a) Foreign Exchange risk
This specific risk relates to the foreign exchange rate between euro and other currencies that
related to the sales and purchases of the Company and the Subsidiaries.
The Group carries out a significant part of its imports from China - Hong Kong which are invoiced
in US dollars (USD). In 2022, purchases in dollars comprised 63,3% of total purchases, compared
to 60,4% of the previous year's purchases. The value of imports in USD is up +54.8% compared
to the same period last year due to both higher sales and the Group's management's decision to
maintain higher inventories due to the general uncertainty in the global market.
The Group maintains cash and investment products in dollars (USD), which cover 41,3% of the
imports value in dollars made within 2022.
The average foreign exchange rate between euro/dollar the last 4 years is as follows:
2019
2020
2021
2022
Average foreign exchange
rate
1,1195
1,1419
1,1827
1,053
Annual change %
(5,21%)
2,0%
3,6%
(11,0%)
The Group in 2022 did not use financial instruments to reduce its exposure from foreign exchange
risk arising from the markets.
Due to the Group's activities in Romania through its subsidiary AS KIDS TOYS S.R.L., there is an
exchange rate risk of impairment of its net position from assets valued in Romanian lei (RON).
Based on the Group's overall net position figures, this risk remains at low levels.
(b) Interest rate risk
The Group's companies have credit limits in banks, but due to their significant liquidity, they have
not proceeded to bank borrowing in 2022 and all their working capital needs are financed by own
available cash. The amount borrowed at the end of the financial year related to a balance in a
current account of EUR 20,824.61.
The Group does not use derivative financial instruments to reduce its exposure to the interest rate
risk at the date of preparation of the Statement of Financial Position.
The Group is closely monitoring developments and adjusting its policy to protect its high cash
holdings and continues to invest in a highly rated portfolio.
Management estimates that the aforementioned risk is not expected to substantially affect the
financial position of the Company and the Group.
(c) Risk from commodity prices fluctuations and dependence for the supply of the goods.
Given that most of the toys traded by the Company and its Subsidiaries are imported from China,
any change in trade relations between China and the European Union, or any change in the
exchange rate between CNY/USD given that most of the of the Group's purchases are made in
USD, may affect positively or negatively, on the one hand, the supply of customers and sales of
the Group and on the other the Cost of sales and Profitability.
Given that more than 60% of the Group's products originate from China and in order to limit the
financial impact of extraordinary events (e.g. temporary trade blockade - imposition of duties etc.)
the Management has adopted a policy of higher stock levels to ensure smooth supply to its
customers.
The Company continuously monitors the financial data of the Chinese market by maintaining long
lasting relationships with its suppliers. The Company also participate in exhibitions in China with
the purpose of setting up preferred suppliers list, with whom it could enter into a business
relationship.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
98
(d) Credit risk and liquidity risk
It concerns the risk that the Company or the Group may face if a customer fails to fulfil its
contractual obligations. The Group and the Company, in order to reduce their credit risk, apply a
rational credit policy, taking into account any market information collected from data banks for
the credibility of their customers. The receivables of the Group and the Company derive mainly
from wholesale, while a significant part of the receivables derive from large customers. The
financial position of its customers is continuously monitored by the Group and the Company by
controlling the volume of credits as well as the credit limits provided. If deemed necessary
additional collaterals and guarantees are obtained.
Due to the size of the Company's trading circuit, the potential credit risk for the Group currently
concerns mainly the Company.
Potential credit risk exists in cash and cash equivalents and investments. In these cases, the risk
may arise from the inability of the counterparty to meet its obligations to the Group. The Group
ensures that it maintains appropriate diversification, and invests in institutions with enhanced
credit ratings to reduce risk.
The credit risk, which may arise from the failure of financial institutions to meet their obligations
to the Group in respect of investments and cash holdings, has been significantly reduced as the
majority of these are placed either with systemic Greek banks or with international banks outside
Greece with high investment grade ratings.
Liquidity risk exists in the event where the Group cannot fulfil its financial obligations. As appears
in the financial statements, both at Company and at Group level, the liquidity risk is fully controlled
(see working capital ratio) and the working capital ratio is improved compared to the same period
last year.
GROUP 31.12.2022 31.12.2021
Current Assets/ Current Liabilities 547,0% 603,6%
COMPANY 31.12.2022 31.12.2021
Current Assets/ Current Liabilities 552,0% 604,6%
As far as the cash flow risk is concerned, it is noted that the Company and the Subsidiary in Cyprus
are adequately protected, due to: a) their positive cash flows as mentioned above, b) the high
credit rating from the banking institutions, c) the financial assets of the Company, whose carrying
amount in the financial statements does not deviate from their fair value, d) maintaining cash at
credible banks e) placing cash to trading investments.
The subsidiary in Romania as of 31.12.2022 had 415.123 in cash and has secured a funding line
of € 200.000 which has not been used as of to date.
Due to the seasonality in the Group's products, a rational management of working capital is
required because in any other case additional financial costs may burden its results. The Group
has sufficient funding lines from Banking Institutions.
The tables below summarize the maturities of the Company's and the Group's financial liabilities
at the date of preparation of the financial statements based on the payments terms resulting from
the relevant loan agreements or the agreements with the counterparties.
Group
Total
Up to 1 year
From 1 to 5 years
2022
2021
2022
2021
2022
2021
Short Term Bank Loans
20.825
0
20.825
0
0
0
Accounts payables
2.435.960
3.063.528
2.435.960
3.063.528
0
0
Lease liabilities
138.606
227.760
91.135
104.518
47.471
123.242
Other short-term liabilities
3.648.857
2.652.964
3.648.857
2.652.964
0
0
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
99
Total
6.244.247
5.944.252
6.196.776
5.821.009
47.471
123.242
Company
Total
Up to 1 year
From 1 to 5 years
2022
2021
2022
2021
2022
2021
Short Term Bank Loans
20.825
0
20.825
0
0
0
Lease liabilities
132.066
213.608
84.595
96.570
47.471
117.038
Accounts payables
2.210.652
2.793.998
2.210.652
2.793.998
0
0
Other short-term liabilities
3.331.886
2.404.816
3.331.886
2.404.816
0
0
Total
5.695.428
5.412.422
5.647.957
5.295.384
47.471
117.038
Based on the above facts, the Group's Management estimates that Cash and Short Term
Investments, in addition to the abovementioned liquidity capabilities, adequately offset the
aforementioned risks.
(e) Insurance risk (non-financial risk)
Given that the majority of the Company's goods are forwarded from its warehouse to customers,
the Company should hedge its exposure to counterparty risk by insuring its products.
To this end, the Company insures its premises with a consortium of insurance companies, which
gives it adequate insurance coverage for all major risks.
The Romanian and Cyprus subsidiaries do not have their own warehouses and the movement of
goods is carried out through the Company's warehousing facilities. The goods are insured during
transportation, both to the Company's warehouses and until delivery to the subsidiaries.
(f) Risks from possible impairment of financial assets
The Company makes short-term placements - investments (mainly bonds) of high credit rating
after assessing the relevant ratings from international agencies. As a rule, the bonds in which part
of its cash is invested are transferable securities traded mainly on the secondary market and other
regulated markets. (b) market risk associated with fluctuations in bond prices resulting from
changes in interest rates and inflation (c) liquidity risk resulting in the bond being sold at a price
below its fair valuation and (d) the risk of early repayment by the issuer resulting in a reduction
in the expected return and the inability to reinvest the capital in products with similar returns.
(g) Seasonality Risk
The Group operates in an industry that is highly seasonal, particularly during the Christmas and
Easter period. Indicatively, the Group's sales in the last quarter of the financial year - Christmas
period - account for 33% to 43% of its sales. This seasonality requires proper planning of
deliveries and timely delivery of the quantities requested by our customers.
Any inability of the Group to cope with the increased demand during these periods will negatively
affect the financial results of the entire financial year.
Other Risks
The demand for the products marketed by the Company is affected by exogenous factors such as
economic uncertainty, declining consumption and consumer preference for products with an
affordable selling price. The geopolitical developments in the countries of Europe in general, create
a climate of uncertainty resulting in a contraction of demand in the category of products in which
the Group operates.In this context, the Company's management has made a selection of quality
products that are attractive to consumers throughout the year.
The Group's management aims to limit the potential negative impact of these risks on its financial
results and is constantly adapting to new situations in order to keep its activities unaffected.
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10. Fair value and hierarchy of fair values
The Group and the Company apply the below hierarchy for the measurement and disclosure of
the fair value of the assets and liabilities:
Level 1: Quoted prices (unadjusted) for financial assets that are negotiated in active markets.
Level 2: Observable data for the asset and liabilities valuated, other than quoted prices
included within Level 1, such as quoted prices for similar assets, quoted prices in non-active
markets or other assets that are either observable or can be supported by observable assets
(for example prices that result from observable data), for almost all of the total duration of
the financial instrument.
Level 3: Inputs for the asset and liabilities valuated that are not based in observable market
data (unobservable data). If for the measurement of fair value, observable data are used
which require significant adjustments that are based on unobservable data, the fair value is
categorized in Level 3. Level 3 contains financial instruments, whose value is measured by
using valuation models, discounted cash flows and similar techniques and products for which
the measurement of fair value requires significant judgment or estimation by the
Management.
The Group’s and the Company’s financial instruments are categorized in Level 1, except for the
Mutual Funds, which are categorized in Level 2.
As of 1 January 2009 the Company and the Group applies the amendment of IFRS 7 which requires
the disclosure of the financial instruments that are measured in fair value through the above level-
hierarchy.
The fair value of the below financial assets and liabilities of the Group and the Company is close
to their book value:
Other non-current assets
Accounts receivables
Other current assets
Cash and cash equivalents
Long-term lease liabilities
Other long-term liabilities
Accounts payables- Short-term borrowings
Short-term lease liabilities
Other short-term liabilities
It is noted that Other current assets include deferred expenses and income receivable for the
Company (2022: € 358,683, 2021: € 423,242) and the Group (2022: € 143,865, 2021: € 90,476)
respectively, which are not financial assets.
Other current liabilities include liabilities from taxes fees, insurance organizations and accrued
expenses for the period for the Company for 2022 and 2021 for a total amount of 1.491.602
and 930,781 respectively and for the Group for 2022 and 2021 for a total amount of 1.675.717
and € 1.221.103 respectively which are not financial assets.
11. Commitments and contingent liabilities Guarantees granted
a) The Company’s commitments refer to letter of guarantees issued by Banks.
The subsidiary AS KIDS TOYS S.R.L. concluded a credit line agreement with ALPHA BANK
ROMANIA S.A., under the terms of the Romanian Bank System. The Company provided
guarantee to the subsidiary by the form of a letter of guarantee issued by ALPHA BANK AE,
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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amounted to 200.000 to ALPHA BANK ROMANIA S.A. Until the date of the Financial
Statements publication, the credit line has not been used by the subsidiary.
b) As at 31 December 2022 the Company and the Group had active operating lease
agreements for the rental of transportation means and buildings.
c) The Company provides guarantee amount to 500.000 to its subsidiary in Cyprus for the
funding of its working capital if needed. The subsidiary in Cyprus did not make use of these
borrowed funds during 2022.
d) There are no court or under arbitration disputes of the Company as well as court or arbitrary
bodies decisions that have or may have significant impact in the financial position or
operation of the Company.
In addition to the above, there are no other significant contingent liabilities.
Legal cases
(1) The Company hold against her former customer “KOUKOU CHILDREN TOYS SOCIETE
ANONYME”, claim in capital amount of €1.352.782,45. The debtor went bankrupt. Given
the debtor’s small amount of assets of bankruptcy compared with the verified third party
claims among which are the Greek State and social security funds, it is assumed that the
Company’s claim even a part of it will not be satisfied and it was written off on
31.12.2014 according to the law. The Company continues to follow up on the bankruptcy
process which is still in progress, as confirmed by the administrator Mr. Ioannis Kalaitzidis
and as confirmed by the archives of the Court of First Instance of Thessaloniki, with ato the
end of the procedure in the autumn of this year.
(2) The Company holds claims in court against third parties for sales of goods, in the context
of its usual operations. Given the small payable amount compared with the Company’s
financial figures, it can be safely assumed that a potential non collection, will not affect
substantially the Company’s Net Equity and the Group’s operation in general.
(3) With the action filed on 23/12/2019 by the Swedish company WABOBA against the
Company and the company "Jumbo SA" before the Athens Court of First Instance, the
Company seeks to prohibit the marketing of a specific product that the Company had
imported in the past. The action was heard at first instance and judgment No 949/2022 of
the Athens Court of First Instance was delivered, dismissing in its entirety the action brought
against the company and Jumbo SA and the additional intervention in favour of Waboba by
the Greek company Go Wireless SA. The company is currently in contact with the attorney
of the opposing company Waboba, for the final settlement of the dispute, in the context of
the above decision, with waiver of legal remedies by both parties.
(4) In the framework of an ex-officio investigation by the General Directorate of Competition
of the Competition Commission, on 13.12.2022 an on-site inspection was carried out at the
Company's premises in Oreokastro and Alimos. The investigation concerns the games market in
general to determine whether there are any anti-competitive practices in the specific market in
the context of horizontal and/or vertical cartels. The Commission's investigation is continuing with
the examination of the information received from the Company by the relevant Commission
officials. The Company is cooperating fully with the Commission and the procedure is proceeding
in accordance with the law. The Management has assessed that nothing adverse to the Company
will arise from this audit.
12. Earnings per share
The earnings per share of the Company are calculated after dividing the total comprehensive
income of the period by the weighted average number of shares that were outstanding during the
period as follows:
Group
Company
Account description
2022
2021
2022
2021
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
102
Total Comprehensive Income after taxes
attributable to the shareholders of the Parent
Company
2.581.101
3.184.247
3.005.423
2.507.080
Common Shares issued on January 1
st
13.126.020
13.126.020
13.126.020
13.126.020
Minus : Effect of holding own shares
-60.895
-38.901
-60.895
-38.901
Weighted average number of shares
13.065.125
13.087.119
13.065.125
13.087.119
Earnings per share
0,1976
0,2433
0,2300
0,1916
Depreciated profits per share
0,1976
0,2433
0,2300
0,1916
13. Audit Fees
The audit of the Financial Statements of the Company for the current year was assigned by the
Ordinary Annual General Meeting of the Shareholders to the audit firm KPMG Certified Auditors
S.A. with the fees amounted to 37.000 for the statutory audit and 16.000 for the tax
compliance assurance services. The auditors' fees regarding the audit of the Financial Statements
of 2022 for the two subsidiaries amount to a total of € 22.000. The permitted non-audit services
provided to the Company during the year amount to a total of € 18.000.
14. Subsequent events after the date of the Financial Position
14.1 Impact of COVID-19 on activities
The emergence of coronavirus disease (COVID-19) in early 2020 led to unprecedented measures
(e.g. lockdown) by governments almost all over the world. Management immediately took all
necessary measures to protect the executives who are a key pillar of its business development,
and the Group quickly overcame the initial negative forecasts and achieved growth on both the
revenue and profit fronts. In addition, the Company's management in recent years has attached
great importance to the Group's strong liquidity, which enables it to plan its future actions with
sobriety.
It always remains of course possible that the COVID-19 pandemic could have further negative
effects on the global economy in 2023 and adversely affect the Group's operations or reduce
demand for its products and services. Any of these developments could have an impact on our
2023 financial results. However, our experience to date in managing the pandemic in fiscal 2020,
2021 and 2022 makes us optimistic that we will achieve the targets set for 2023 and that the
pandemic in 2023 will not have a particularly negative impact on the Group's financial position, as
was the case in 2020, 2021 and 2022.
14.2 Impact of the energy crisis on activities
The global energy crisis that started in 2021 is characterized by the continuing shortage of energy
around the world, but also by the rapid increase in its prices, affecting countries such as the United
Kingdom China and, among others, the European Union. Greece is experiencing significant price
increases in all forms of energy. The Company and the Group being a business-intensive company
is not strongly affected by the energy crisis as energy costs are low. Nevertheless, the
Management is monitoring developments on a daily basis and is ready to take all necessary
measures that may be required.
It always remains of course possible that the energy crisis could have further negative effects on
the global economy in 2023 and adversely affect the Group's operations or reduce demand for its
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Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
103
products and services. Either of these developments could have an impact on our 2023 financial
results. However, our experience to date in managing the crisis in fiscal 2021 and 2022 makes us
optimistic about achieving the targets set for 2023.
14.3 Consequences of the Russian invasion of Ukraine
The Group does not operate in the affected markets or have a large exposure to commodities
affected by the Russian invasion of Ukraine (such as energy or agriculture) and therefore it has
not significantly affected the Group's financials. In any case, because this is an ongoing event,
management is monitoring developments and is prepared to take the necessary measures if
required by the circumstances.
There are no other events after the Financial Statements, which relate, either to the Group or to
the Company, to which reference is required by the International Financial Reporting Standards.
15. Events after the date of the Financial Position
Α. Change in the voting rights of Mr. Efstratios Andreadis
On 23.01.2023, the transfer due to parental provision of shares of Mr. Efstratios Andreadis to his
sons, Konstantinos and Evangelos Andreadis, of two hundred thousand (200,000) ordinary shares
of the Company, corresponding to 1.523695% of its voting shares, was completed. The
transaction was executed over-the-counter. In particular, Mr. Efstratios Andreadis, who until the
above transfer held 4,416,287 shares, i.e. 33.64529% of the total number of shares of the
Company and 33.8061% of the voting shares, transferred by parental gift: (a) to his son
Konstantinos Andreadis 72,000 shares and (b) to his son Evangelos Andreadis 128,000 shares.
Following the above transfer, the percentage of voting rights of Mr. Efstratios Andreadis decreased
from 33.8061% to 32.2751% of the total voting rights.
Β. Investment activity
In continuation of its new investment activities, in the first quarter of 2023, the Company
purchased land, adjacent to the land it had already acquired in 2022, with a total area of
approximately 20,650 sq.m., in the areas of Elounda and Plaka Elounda, Lassithi, Crete, for the
development of luxury tourist accommodation. The total value of the transactions within the
current year and up to the publication of the financial statements amounts to EUR 625.000.
C. As part of its Digital Transformation, the Group is investing in new technologies, for this reason
it has chosen SAP Business One as its new ERP.
The objective with the implementation of the new ERP:
- To improve the effectiveness and efficiency of internal processes.
- To better serve our customers.
- The faster and more efficient decision making.
- To support profitable growth.
Its productive operation started on 1 January 2023.
D. Transfer of the headquarters of subsidiary AS KIDS TOYS S.R.L.
The subsidiary AS KIDS TOYS S.R.L. leased new premises at the new address Bucharest, 2nd
district, 24 Delea Veche street, building A, floor 8, office 8-2, module M.2.1. The transfer of the
headquarters to the new premises will take place in May 2023.
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104
Ε. Completion of the Evaluation of the Adequacy and Effectiveness of the ICS
The evaluation of the adequacy and effectiveness of the ICS for the period 16/7/2021 to
31/12/2022, as provided for in paragraphs 3(j) and 3(j), has been completed. 4 of article 14 of
Law 4706/2020 and the decision 1/891/30.9.2020 of the Board of Directors of the Securities and
Exchange Commission, conducted by the Certified Public Accountant, was completed on 31 March
2023. In the Evaluation Report prepared and sent to the Securities and Exchange Commission, no
material weakness of the Company's Internal Control System was identified in accordance with
the Regulatory Framework.
There are no other events subsequent to the Financial Statements that relate to either the Group
or the Company that require reporting under International Financial Reporting Standards.
Thessaloniki, 21 April 2021
PRESIDENT OF B.O.D. &
MANAGING DIRECTOR
EFSTRATIOS Κ. ANDREADIS
ID No ΑΡ 235479
VICE-PRESIDENT OF B.O.D
ANASTASIA Ε. ANDREADOU
ID No AH 181790
CHIEF FINANCIAL OFFICER
PANAGIOTIS V. PAPASPYROU
ID No ΑΕ 032224
License: 0019079 A' Class
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