GROUP OF COMPANIES
AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS
S.A.
ANNUAL FINANCIAL REPORT
of the financial year from 1 January 2023 to
31 December 2023
According to article 4 of Law 3556/2007
AS Commercial-Industrial Company of Computers and Toys S.A.
NO. GEMI : 57546304000 AMAE : 22949/06/Β/90/107
Headquarters :Ionia Street, Oraiokastro, 57013, Thessaloniki
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
1
C O N T E N T S
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS ......................... 3
II. ANNUAL SINGLE REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND
CONSOLIDATED) FOR THE FINANCIAL YEAR FROM JANUARY 1, 2023 TO DECEMBER 31, 2023
(ACCORDING TO ARTICLE 4 of LAW 3556/2007) .................................................................... 4
III. INDEPENDENT AUDITOR'S REPORT ......................................................................... 50
Report on the Audit of the Separate and Consolidated Financial Statements .................. 50
Report on Other Legal and Regulatory Requirements ...................................................... 54
A. ANNUAL STATEMENT OF FINANCIAL POSITION ............................................... 59
B. ANNUAL STATEMENT OF TOTAL INCOME .......................................................... 60
C. ANNUAL STATEMENT OF CHANGES IN EQUITY ................................................. 61
IV. ANNUAL CASH FLOW STATEMENT ................................................................... 63
Q. NOTES TO CORPORATE AND CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
................................................................................................................................ 64
1. General information ..................................................................................................... 64
2. Financial statement preparation framework ............................................................... 64
3. New Accounting Policies .............................................................................................. 65
4. Essential Accounting Principles and Methods .............................................................. 68
4.1 Consolidation and Participations in subsidiaries ............................................... 68
4.2 Owner-occupied tangible fixed assets ............................................................. 68
4.3 Investment Properties ....................................................................................... 68
4.4 Intangible Assets .......................................................................................... 69
4.5 Impairment of Non-Financial Assets ............................................................... 69
4.6 Financial instruments .................................................................................... 70
4.7 Inventories ................................................................................................... 71
4.8 Cash and Cash Equivalents ............................................................................ 71
4.9 Equity .......................................................................................................... 71
4.10 Government Grants ....................................................................................... 72
4.11 Staff Benefits ................................................................................................ 72
4.12 Predictions .................................................................................................... 72
4.13 Deferred Taxation – Income Tax .................................................................... 73
4.14 Revenue recognition ..................................................................................... 73
4.15 Dividends ..................................................................................................... 74
4.16 Leases .......................................................................................................... 74
4.17 Exchange rate conversions ............................................................................ 74
4.18 Reclassifications .............................................................................................. 75
5. Other Information ........................................................................................................ 75
5.1 Consolidated Financial Statements ................................................................. 75
5.2 Seasonality of activities ................................................................................. 75
6. Operating Sectors ......................................................................................................... 75
7. OTHER EXPLANATORY INFORMATION ......................................................................... 76
7.1 Owner-occupied tangible fixed assets and Asset Use Rights ............................. 76
7.2 Intangible assets ........................................................................................... 79
7.3 Investment Properties ................................................................................... 80
7.4 Participations in subsidiaries .......................................................................... 80
7.5 Other non-current assets ............................................................................... 81
7.6 Inventories ................................................................................................... 81
7.7 Receivables from customers .......................................................................... 81
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
2
7.8 Investments in fair value through profit or loss ............................................... 83
7.9 Other current assets ...................................................................................... 85
7.10 Cash and cash equivalents ............................................................................. 85
7.11 Paid-up Share Capital and Reserves ............................................................... 85
7.12 Liabilities arising from leases ............................................................................ 86
7.13 Deferred tax liabilities .................................................................................... 86
7.14 Termination of service obligations .................................................................. 88
7.15 Other long-term liabilities .............................................................................. 89
7.16 Debts owed to suppliers ................................................................................ 89
7.17 Short-term debt obligations ........................................................................... 89
7.18 Other current liabilities .................................................................................. 89
7.19 Turnover ...................................................................................................... 90
7.20 Cost of sales ................................................................................................. 90
7.21 Other operating income ................................................................................. 90
7.22 Administrative expenses ................................................................................ 90
7.23 Disposal operation costs ................................................................................ 91
7.24 Research and development costs ................................................................... 91
7.25 Payroll costs ................................................................................................. 91
7.26 Depreciation-Impairment ............................................................................... 92
7.27 Financial operating expenses ......................................................................... 92
7.28 Taxes ........................................................................................................... 92
8. Related party transactions ........................................................................................... 94
9. Financial risk management and financial assets .......................................................... 96
10. Fair Value and Fair Value Hierarchy ........................................................................... 100
11. Commitments and contingent liabilities – Guarantees granted ................................ 101
12. Earnings per Share ...................................................................................................... 103
13. Audit fees .................................................................................................................... 103
14. 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 2023 to 31 December 2023
3
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS
(according to article 4 par. 2 of Law 3556/2007)
We, the members of the Board of Directors of "AS COMMERCIAL INDUSTRIAL COMPUTER
AND TOYS COMPANY S.A.»:
1. Efstratios Andreadis, son of Konstantinos, President of the Board of Directors and CEO,
2. Anastasia Andreadou née Angelos Kozlakides, Vice-President of the Board of Directors,
Executive Member
3. Theodora Koufou of Dimitrios, Executive Member of the Board of Directors,
in our above capacities, specifically appointed by the Board of Directors of "AS COMMERCIAL
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A." (hereinafter referred to as the
"Company") hereby declare and confirm that, to the best of our knowledge:
(a) The attached Corporate and Consolidated Annual Financial Statements for the year from
January 1, 2023 to December 31, 2023 of the Company AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS S.A. as well as the undertakings included in the
consolidation taken as a whole, prepared in accordance with the applicable International
Financial Reporting Standards, as adopted by the European Union, present truthfully the
assets and liabilities, equity and profit and loss statement for the twelve-month period ended
31 December 2023.
(b) The Report of the Board of Directors on these Financial Statements accurately reflects the
development, performance and position of the Company as well as the companies included
in the consolidated Financial Statements, taken as a whole, including a description of the
main risks and uncertainties they face.
Thessaloniki, 29 April 2024
THE CHAIRMAN OF THE BOARD OF
DIRECTORS
THE EXECUTIVE VICE-PRESIDENT
& MANAGING DIRECTOR
OF THE BOARD OF DIRECTORS
EFSTRATIOS K. ANDREADIS
ANASTASIA A. ANDREADOU
ADT AP 235479
ADT AH 181790
THE MEMBER OF THE BOARD OF
DIRECTORS
THEODORA D. KOUFOU
ADT AN 233404
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
4
II. ANNUAL SINGLE REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND
CONSOLIDATED) FOR THE FINANCIAL YEAR FROM JANUARY 1, 2023 TO DECEMBER
31, 2023 (ACCORDING TO ARTICLE 4 of LAW 3556/2007)
Messrs. Shareholders,
The present Annual Report of the Board of Directors of the Company concerns the period of the
financial year 2023, was prepared in accordance with the provisions of Law 4548/2018, articles
150-154, article 4 of Law 3556/2007 and the relevant issued implementing decisions of the
Hellenic Capital Market Commission and refers to the Annual Corporate and Consolidated Financial
Statements (hereinafter the "Financial Statements") of December 31, 2023 and the twelve-month
period ended on that date.
This Report contains the financial report for the period from 1 January 2023 to 31 December 2023,
the significant events that took place during 2023 and up to its drafting, the description of the
main risks and uncertainties, the significant events that took place after the end of 2023, the
significant transactions of the Company and the AS Company S.A. Group (the "Group") with
related parties as well as the Corporate Governance Statement.
The Annual Financial Statements (Corporate and Consolidated), the Report of the Independent
Certified Auditors and the report of the Board of Directors of AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS S.A. are posted at: https://ir.ascompany.gr/el/home/.
The Corporate and Consolidated Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs), as adopted by the European Union (EU).
The main reference point of this Financial Report is the consolidated financial data of the
Company, with reference to the individual financial data of the Company and the Group.
The amounts in this Financial Report are presented in Euro.
A. FINANCIAL REPORT 2023
In 2023, the Group presented a marginal improvement in turnover by 0.14% (amounted to € 28.7
million) compared to the corresponding period of 2022, while on the contrary it recorded a
significant improvement in EBIDTA of 18,05% and profit after tax of 75,64%
The Group's turnover abroad through its two subsidiaries in Cyprus and Romania decreased by -
8.79% in 2023 compared to the previous period due to the decrease in sales in Cyprus, while
respectively profit before tax decreased -3.40%. The participation of sales of subsidiaries in
consolidated turnover amounted to 16% compared to 17.6% in the corresponding period of last
year.
In summary, the increase in the percentages of gross profit and the positive capital gains of
bonds compared to the corresponding period of last year are the main reasons for improving
profitability. At the end of 2023, the Group maintained high liquidity of €14.3m. showing a very
healthy financial position, supported by profitable activity with balanced management of its capital
expenditure.
In the context of more efficient utilization of high liquidity, the acquisition of real estate for future
tourist development in the region of Crete continued, the amount of which amounts to € 4.0
million on 31.12.2023.
The most important figures of the Company and the Group in relation to 2022 were as follows:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
5
Group
Company
1.1 to
31.12.2023
1.1 to
31.12.2022
V %
1.1 to
31.12.2023
1.1 to
31.12.2022
V %
Sales
28.697.172
28.658.401
0,14%
26.441.071
26.465.125
-0,09%
% gross profit
48,30%
42,78%
44,91%
39,15%
EBIDTA
5.499.810
4.658.993
18,05%
4.664.520
3.732.704
24,96%
% in sales
19,16%
16,26%
17,64%
14,10%
Profit before tax
5.954.153
3.283.855
81,32%
5.102.520
3.602.286
41,65%
Profit after tax
4.533.462
2.581.101
75,64%
3.804.717
3.005.423
26,60%
Total income from
operating activities
-763.761
3.356.154
-122,75%
-922.449
3.071.293
-130,03%
Cash & Investments
14.318.363
17.687.527
-19,05%
12.129.096
15.738.334
-22,93%
For the Group, the gross profit rate is significantly improved and stood at 48.30% compared to
42.78% in the previous period, a fact that is attributed to the optimization of transport costs and
the optimization of the product portfolio with higher added value products.
Operating expenses recorded an increase of 6,89% and the increase of the gross profit ratio by
+ 5.52% resulted in EBITDA amounting to 19.16% on sales compared to 16.26% of the previous
year. EBIDTA in absolute terms amounted to 5.50 mil. Euros against €4.66 mil. of the financial
year 2022 recording an increase of + 18,05%.
The Group's results before tax were increased by €2.67m. Euro, i.e. 81.32%, which is attributed
to the increase in the percentage of gross profit and the positive contribution of financial
investments, while profit after tax increased by 75.64% to €4.53 million. euro.
The Group's total income from operating activities amounted to -764 thousand. euro in the
financial year 2023 compared to 3.356 thousand in the financial year 2022, which is due to the
change in supply chain conditions that were in force until the beginning of 2024 in terms of
delivery time of orders and payment terms.
Net profit before tax: The change in profitability compared to the previous year for the Group
and the Company is attributed to:
Parent ( A )
A. Sales Volume Reduction
-10.803
B. Increase in percentage of gross profit
1.525.196
C. Increase in operating costs
-341.427
D. Increase in Financial Revenues
694.119
E. Reduction of other operating income
-241.150
F. Increase in depreciation
-125.700
Total change in profit before tax
1.500.235
Activity of subsidiaries ( B )
1.170.064
Total change ( A + B )
2.670.298
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
6
Leverage Ratio: The status of the Leverage Ratio as of 31.12.2023 excluding IFRS 16 in euro
was as follows:
Group
Company
31.12.2023
31.12.2022
V %
31.12.2023
31.12.2022
V %
Bank Lending
0
20.825
0
20.825
minus : Cash &
Investments
-14.318.363
-17.687.527
-12.129.096
-15.738.334
Net Debt
-14.318.363
-17.666.702
-19,0%
-12.129.096
-15.717.510
-22,8%
Own funds
37.714.952
34.704.150
8,7%
35.349.627
33.063.386
6,9%
Leverage ratio
-37,96%
-50,91%
-34,31%
-47,54%
The leverage ratio appears reduced compared to 2022, mainly due to real estate investments, but
remains negative. Cash reserves, in addition to short-term investments, are higher than bank
lending by € 12.1 million. and €14.3 million. (Company and Group respectively), which certifies
the healthy financial condition of the Company and the Group.
The adjusted leverage ratio taking into account the effect of IFRS 16 is as follows:
Group
Company
31.12.2023
31.12.2022
D %
31.12.2023
31.12.2022
D %
Bank Lending & Lease
Liabilities
507.715
159.431
420.624
152.891
minus : Cash &
Investments
-14.318.363
-17.687.527
-12.129.096
-15.738.334
Net Debt
-13.810.649
-17.528.096
-21,2%
-11.708.472
-15.585.444
-24,9%
Own funds
37.714.952
34.704.150
8,7%
35.349.627
33.063.386
6,9%
Leverage ratio
-36,62%
-50,51%
-33,12%
-47,14%
Working Capital: The comparative data for working capital were as follows:
Group
Company
31.12.2023
31.12.2022
V %
31.12.2023
31.12.2022
V %
Current Assets
36.388.460
34.032.570
32.972.809
31.310.331
Current Liabilities
-7.341.490
-6.332.418
-6.799.270
-5.783.599
Working Capital
29.046.971
27.700.151
4,7%
26.173.539
25.526.732
2,4%
The Group's Reserves amounted to 6,867 thousand euro against 7.663 thousand of the previous
year and represent 15.0% of total Assets, compared to 19.6% of the corresponding previous
period.
Receivables from customers for the Group are increased compared to the previous year, which is
due to the non-assignment of business receivables (factoring without recourse), used by the
Company at the end of the financial year 2022 amounting to € 3,889,880, due to the different
conditions applicable to the purchases of goods from China.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
7
Group
Company
31.12.2023
31.12.2022
V %
31.12.2023
31.12.2022
V %
Stocks & Receivables
from Customers & Other
Data
22.070.097
16.345.043
20.843.714
15.571.997
minus : Commercial &
Other Short-term
Obligations
-7.247.563
-6.220.459
-6.747.525
-5.678.180
Net Working Capital
14.822.534
10.124.584
46,4%
14.096.188
9.893.817
42,5%
% in sales
51,7%
35,3%
53,3%
37,4%
Earnings per share: The Group's earnings per share based on the weighted number of shares
amounted to 0.3470 euros compared to 0.1976 euros of the previous year, recording an increase
of 75.6%. The weighted number of shares on 31.12.2023 stood at 13,063,580.
Capital Expenditure: The Group's investments amounted to € 1,575,741 during the period
1.1.2023 to 31.12.2023 compared to € 658,884 in the corresponding comparative period of 2022.
Research and development expenses: In the financial year 2023, the Company and the Group
incurred expenses increased by 6.37% compared to the previous year, i.e. 196 thousand. euro
versus 184 thousand euro.
Key Economic Indicators: The key economic indicators as at 31.12.2023 and 31.12.2022 were
as follows taking into account the impact of IFRS 16:
Group
31.12.2023
31.12.2022
31.12.2021
a. Economic Structure
Indicators
Current Assets / Total Assets
79,6%
82,6%
88,0%
Equity / Total liabilities
471,5%
533,6%
535,2%
Equity / Fixed Assets
788,2%
728,2%
739,3%
Current Assets / Current Liabilities
495,7%
537,4%
603,6%
b. Performance & Efficiency
Indicators
31.12.2023
31.12.2022
31.12.2021
EBIDTA/Turnover
19,2%
16,3%
17,1%
Gross Results/Sales
48,3%
42,8%
46,7%
Sales / Equity
76,1%
82,6%
67,5%
Company
31.12.2023
31.12.2022
31.12.2021
a. Economic Structure
Indicators
Current Assets / Total Assets
77,1%
80,2%
85,8%
Equity / Total liabilities
477,1%
555,3%
548,8%
Equity / Fixed Assets
740,1%
695,3%
696,1%
Current Assets / Short-term
Liabilities
484,9%
541,4%
604,6%
b. Performance & Efficiency
Indicators
31.12.2023
31.12.2022
31.12.2021
EBIDTA/Turnover
17,6%
14,1%
14,8%
Gross Results/Sales
44,9%
39,2%
42,8%
Sales / Equity
74,8%
80,0%
65,7%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
8
Facilities: The Company maintains in Oraiokastro, Thessaloniki, in a privately owned space,
offices and warehouse. The Company also maintains leased offices and showroom in Attica. In
Cyprus and Romania, subsidiaries lease space for their offices.
Personnel: The number of employees at the end of the audited financial year 2023 amounted to
79 employees, i.e. 73 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.
Participations: The Group's structure as at 31.12.2023 is as follows:
Name Integration Method % Parent
AS COMMERCIAL-INDUSTRIAL COMPUTER AND TOYS COMPANY S.A. Parent
Ionia Street, Oraiokastro,
57013, Thessaloniki, Greece
AS COMPANY CYPRUS LTD Total Consolidation 100%
Akadimias 21, Aglantzia
2017, Nicosia, Cyprus
AS KIDS TOYS S.R.L Total Consolidation 100%
24 Delea Veche street, building A, floor 8,
office 8-2, module M.2.1.
2nd district, Bucharest, Romania
In the closing financial year 31.12.2023, Consolidated Financial Statements were prepared which
include the financial data of the subsidiaries "AS COMPANY CYPRUS LTD" and "AS KIDS TOYS
S.R.L.".
The financial statements of the Group's subsidiaries that are consolidated and their shares are not
traded on a stock market are posted at the following address: https://ir.ascompany.gr/el/home/.
B. KEY EVENTS OF 2023
1st
Resolutions of the Annual General Meeting
The annual ordinary General Meeting of the Company's Shareholders was convened on June 23,
2023 and decided unanimously the following:
1) approved the Corporate and Consolidated Annual Financial Statements for the financial year
1.1.2022 until 31.12.2022 (Management Report in single format for the Company and its Group
and the Annual Financial Statements for the Company and its Group, based on Law 4548/2018
and International Financial Reporting Standards) with the Auditor's Report attached).
2) approved the distribution of dividend for the fiscal year 2022 of a gross amount of €
0.116349127 / share, i.e. a total amount to be distributed to shareholders of € 1,519,854.95. The
gross amount is increased by the dividend corresponding to the 62,440 own shares held by the
Company on 23.06.2023 and not entitled to dividend.
3) approved the overall management of the Board of Directors for the financial year 1.1.2022–
31.12.2022 in accordance with article 108 of Law 4548/2018 and discharge of the Auditors for the
same year in accordance with article 117 par. 1 approx. c' of Law 4548/2018.
4) the President of the Audit Committee informed the shareholders regarding the annual activity
report of the Audit Committee, in accordance with article 44 par. 1 of Law 4449/2017.
5) The Report of the independent non-executive members of the BoD to the General Meeting for
the fiscal year 1.1.2022–31.12.2022 was submitted to the General Meeting by the Non-Executive
Vice-Chairman and independent member of the BoD.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
9
6) approved the amendment of the suitability policy of the members of the Board of Directors, in
accordance with article 3 par. 3 of Law 4706/2020.
7) the Remuneration Report of the members of the Board of Directors for the fiscal year 1.1.2022–
31.12.2022 was submitted, in accordance with article 112 par. 3 of Law 4548/2018, which was
approved by the General Meeting. The report is published, as per the Law, on the company’s
website https://ir.ascompany.gr/el/
8) approved the remuneration and benefits to the members of the Board of Directors for the fiscal
year 1.1.2022–31.12.2022.
9) approved unanimously, following the agreement of the Remuneration and Nomination
Committee, the remuneration paid during the fiscal year 2023 to the members of the Board of
Directors.
10) approved the payment of an additional remuneration (bonus) to five (5) executives of the
Company from the profits of the fiscal year 2022.
11) approved the election of KPMG Certified Auditors SA (AM:114), based in Athens, 3 Stratigou
Tombra str., PC 15342, Agia Paraskevi, for the audit of the annual and semi-annual Corporate and
Consolidated Financial Statements and the granting of the annual tax certificate for the year 2023
(1.1.2023-31.12.2023).
12) 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 4548/2018 and the provision of
relevant authorizations to the Board of Directors for the implementation of this program.
2nd
Participation in exhibitions
Following the Group's successful presence in domestic and international exhibitions in 2022, the
Group moved with the same determination in 2023 to consolidate its position in the toy market.
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 company's premises in Athens. In May 2023, it took part in
the Distoy Fair in London and in November 2023 in the Deauville Toy Show in France for a second
year, creating contacts and prospects for new collaborations with important companies in the
field. The Group's presence in exhibitions abroad is of utmost importance for efforts to open new
markets.
3rd Change of voting rights of Mr. Efstratios Andreadis
The transfer of two hundred thousand (200,000) common shares of the Company, corresponding
to 1.523695% of its voting shares, due to the parental benefit of shares of Mr. Efstratios Andreadis
to his sons, Konstantinos and Evangelos Andreadis, was completed on 23.01.2023. The
transaction was executed over-the-counter. In particular, Mr. Efstratios Andreadis, who held
4,416,287 shares until the above transfer, i.e. 33.64529% of the total number of shares of the
Company and 33.8061% of the shares with voting rights, transferred due to 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
has now fallen from 33.8061% to 32.2751% of the total shares with voting rights.
4th Investment Activity
In the context of a decision of the Company's Management for the acquisition of real estate for
future tourist development in the region of Crete, within 2023, the following properties were
acquired:
(a) On 30.1.2023: two plots without buildings, of an area of eight thousand five hundred thirty
(8,530) square meters approximately the first, at a price of € 310,000.00, and four thousand sixty-
two (4.062) square meters of approximately the second, at a price of € 175,000.00. The above
properties are located in the real estate area of the settlement "Epano Pines", in Elounda, Agios
Nikolaos, Lasithi and are adjacent to properties acquired by the Company in the same area within
2022.
(b) on 8.2.2023, a plot without buildings, of an area of seven thousand nine hundred sixty (7,960)
square meters, at a price of € 140,000 in the real estate area of the settlement "Plaka" of the
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
10
Community of Vroucha Agios Nikolaos, Lasithi, adjacent to a property acquired by the Company
in the same area within 2022.
(c) on 26.7.2023, through a public forced auction, three properties adjacent to each other located
in the real estate area of Pitsidia Tympakiou of the Municipality of Phaistos, M.U. of Heraklion,
with a total paid bid of € 590,000.00. The above were auctioned as a single property, with a total
area of approximately thirteen thousand nine hundred and sixty-two square meters (6.808 sq.m.
+ 4.602 sq.m. + 2.552 sq.m. = 13.962 sq.m.). Within the first of the three properties, a hotel
was built in 1991, but has not been in operation for years, the building is aGrouponed, with
extensive damage both externally and internally and the building facilities aren’t functional.
(d) on 28.7.2023, three parcels in the real estate area of Pitsidia Tympakiou of the Municipality of
Phaistos, in the M.U. of Heraklion, adjacent to the above, under (c) properties, namely: a) an area
of two thousand five hundred and ten square meters (2.510 sq.m.) approximately, at the price of
90.000,00 euros b) an area of one thousand seven hundred sixty square meters (1.760 sq.m.)
with a price of 65.000,00 euros and c) an area of two thousand one hundred four square meters
(2.104 sq.m.) approximately, with a price pf 65.000,00 euros.
(e) on 15.11.2023, a plot (olive grove) in the real estate area "Pitsidia" in Tympaki, of the
Municipality of Phaistos, R.U. of Iraklion adjacent to the above under (d) properties, of an area of
four thousand nine hundred twenty-six square meters (4.926 sq.m.) approximately, at a price of
€ 200.000,00.
It is noted that the main and basic activity of our Company remains the children's toys’ industry.
These investments are part of the overall plan for the more efficient utilization of the high liquidity
available to the Group and the possible future activity in the tourist accommodation sector.
5th As part of its Digital Transformation, the Group invests in new technologies, which is why it
chose SAP Business One as its new ERP.
Goal with the implementation of the new ERP:
• Improving the effectiveness and efficiency of internal processes.
• The best service to our customers.
• Faster and more efficient decision-making.
• Supporting profitable growth.
Its production operation started on January 1, 2023.
6th Relocation of subsidiary headquarters AS KIDS TOYS S.R.L
The Romanian subsidiary AS KIDS TOYS S.R.L leased new premises at 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 took place in May 2023.
7th Completion of the Evaluation of the Adequacy and Effectiveness of the ICS
The assessment of the adequacy and effectiveness of the ICS for the period 16/7/2021 to
31/12/2022, as provided for in the provisions c. I’ of paragraph 3 and para. 4 of Article 14 of the
Law 4706/2020 and the Decision 1/891/30.9.2020 of the Board of Directors of the Hellenic Capital
Market Commission, conducted by KPMG as External Auditor, was completed on March 31, 2023.
In the Evaluation Report prepared and sent to the Hellenic Capital Market Commission, no material
weakness of the Company's Internal Control System was found, in accordance with the Regulatory
Framework.
8th Payment of dividend for the fiscal year 2022.
On August 1, 2023, the dividend approved by the General Meeting of 23.6.2023 was paid to the
shareholders by the paying bank "Piraeus Bank S.A.", which amounted to € 0.1105257671 per
share, i.e. a total amount of € 1,449,049.60 (Total Cash Amount Distributed minus dividend tax).
9th Issuance of tax certificate for the fiscal year 2022
The tax audit of the Company for the fiscal year 2022, conducted by the Certified Public
Accountant in accordance with article 65A of Law 4174/2013, was completed on November 17,
2023, and the corresponding Tax Compliance Report was issued with a conclusion "without
reservation".
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10th Establishment of subsidiaries for investment properties – Valuation of acquired
property
The Company's Management, is planning to found subsidiary S.A.’s, probably within 2024, in the
context of the most efficient utilization of investment properties acquired in Crete. In that regard,
it assigned to PWC Business Solutions the drafting of an estimation report of the market value of
the properties in order to cover by contribution in kind (in accordance with article 17 of Law
4548/2018) the entirety or part of the Share Capital of the subsidiaries that will be created. From
the report drafted, it is evident that the estimate of the market value of real estate acquired is
higher by 128 thousand Euros from the cost of acquisition value.
C. FINANCIAL RISK MANAGEMENT AND FINANCIAL ASSETS
The Group is exposed to various risks related to its operation, and may significantly affect financial
results, business operations and cash flow.
C1 . Planning for dealing with more important risks
The Group's Management has prioritized the following 5 most important risks in terms of achieving
its strategic goals.
- Profitable growth risk. In order to achieve the goals of profitable organic growth, it is
necessary to plan to respond to risks and limit their consequences.
- Sustainable development risk. In order to achieve the objectives of sustainable
development and reduce the risk of the consequences of competitiveness in relation to
the large companies that may take advantage of their faster adaptation, comprehensive
plans must be in place to deal with them.
- Internal risk factors. In order to achieve the Company's goals and vision, a healthy
organization is required that will be able to improve the existing fundamental capabilities,
develop new ones such as internationalization capabilities, new digital capabilities with
emphasis on digitalization and collective leadership with high standards of corporate
governance, tailored to the specificities and size of the Group and the Company.
- Compliance Risks. Compliance with the requirements of the legislative framework is a
continuous process that the Group must and tries to respond to consistently.
- Risks from Geopolitical Developments. Geopolitical developments in the wider region are
causing uncertainty and affecting the global supply chain.
C2 . Risk categorisation
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 operation, arising from factors such as supply chain (procurement,
production, distribution), financial reporting. Errors – fraud and malicious actions of third parties
that may affect the information system and communications as well as security in customer
service.
c. Financial Risks
Risks arising on the one hand from the general macroeconomic environment and on the other
hand factors that constitute obstacles for the Group to meet its commitments and financial targets.
The primary objective is to maintain strong credit ratings and sound business ratios to support its
business plans.
d. Risks from Geopolitical Developments
Geopolitical developments in the wider region continue to cause global uncertainty, affect the
supply chain, affect demand in the Group's product category and increase inflation. The ongoing
war between Russia and Ukraine, although the Group has no activity in the respective countries
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and the attacks by Houthi rebels on ships in the Red Sea are hampering commercial activity related
to naval transport from Asia and driving up transport costs.
C3 . Description of the most significant risks and uncertainties
The main risks that have a direct impact on financial results are listed.
(a) Exchange rate risk
This risk relates to the ratio of euros to other currencies related to the sales and purchases of the
Company and its subsidiaries.
The Group carries out a significant part of its imports from China, which are priced in US dollars
(USD). In 2023, dollar purchases accounted for 75,6% of total purchases compared to 63,3% of
purchases in the corresponding previous period. The value of imports in dollars (USD) increased
by + 19% compared to the corresponding period of the previous year.
The Group has cash & investment products denominated in dollars (USD), which cover 52,5%
(2022: 41.3%) of the value of dollar imports made in 2023, which cover the 218% of liabilities in
dollars (USD) as of 31
st
of December 2023 as well.
The average euro/dollar exchange rate over the last 4 years was as follows:
2020
2021
2022
2023
Average exchange rate
1,1419
1,1827
1,053
1,082
Annual variation %
2,0%
3,6%
-11,0%
2,8%
The Group in 2023 did not use derivative financial products to reduce exposure to foreign
exchange risk arising from the markets.
Due to the Group's activity in Romania through its subsidiary AS KIDS TOYS S.R.L, there is a
foreign exchange risk of impairment of its net worth from assets valued in Romanian lei (RON).
Based on the Group's overall net worth, this risk remains low.
(b) Interest rate risk
The Group's Companies have credit lines to banks, but due to their significant liquidity, they have
not resorted to bank lending in 2023 and all their working capital needs are financed by their own
assets. The amount of borrowing at the end of the financial year was zero.
The Group does not use derivative financial products to reduce its exposure to interest rate risk
at the date of preparation of the Financial Position.
The Group monitors developments very closely and adjusts its policy to protect its high reserves
and continues to invest in high investment grade portfolios.
Management considers that the aforementioned risk is not expected to materially affect the
financial position of the Company and the Group.
(c) Risk from fluctuations in commodity purchase prices and dependency on commodity supply
Given that a large part of the toys available to the Company and the Group originate in China,
any change in China's trade relations with the European Union or a change in the exchange rate
of the Chinese yuan in relation to the USD, in which most of the Group's purchases are priced,
but also in transport costs may have a positive or negative impact, where applicable, on the one
hand the supply of customers and the Group's sales, on the other hand the Cost of Sales and
Profitability.
Given that more than 60% of the Group's products originate in China and in order to limit the
economic impact of extraordinary events (indicatively, temporary embargo – imposition of duties,
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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etc.), the Management has adopted a policy of higher inventories to ensure smooth supply to its
customers, in relation to previous years.
The Company continuously monitors the economic data of the Chinese toy market, maintaining
long-term relationships with its suppliers. It also attends exhibitions in China aiming to form a list
of suppliers that could serve it.
(d) Credit and liquidity risk
It concerns the risk that the Company or the Group may face if the customer or customers do not
fulfill their contractual obligations. In order to reduce their credit risk, the Group and the Company
apply a rational credit policy, taking into account market data collected from credit reference
banks for their customers. The receivables of the Group and the Company come mainly from
wholesale sales, while a significant part of the receivables comes from large customers. The
financial situation of customers is constantly monitored by the Group and the Company by
checking the size of credit provision, as well as the credit limits of each client. If necessary,
additional collateral and guarantees shall be requested.
Potential credit risk exists in cash and cash equivalents, as well as investments. In such cases, the
risk may arise from the counterparty's inability to meet its obligations towards the Group. The
Group ensures that it maintains appropriate diversification and invests in organizations with
increased credit ratings to reduce risk.
The credit risk that may arise from the inability of financial institutions to meet their obligations
towards the Group in terms of investment investments and cash reserves has been significantly
reduced, as the most important part of them is located either in systemic Greek banks or in
international banks outside Greece, of high investment grade.
The liquidity risk lies in the possibility that the Group will fall into a position that will not allow it
to meet its financial obligations. As shown by the financial statements, both at Company and
Group level, liquidity risk is fully controllable (see working capital ratio).
GROUP 31.12.2023 31.12.2022
Current Assets Index
/Current Liabilities 495,7% 537,4%
COMPANY 31.12.2023 31.12.2022
Current Assets Index
/Current Liabilities 484,9% 541,4%
Regarding cash flow risk, it is noted that the Company and its subsidiary in Cyprus are
appropriately protected, which is due to: a) their good cash flow as mentioned above, b) their
high credit rating from banking institutions, c) the Company's financial assets, whose presented
value in the financial statements does not deviate from their fair value, d) the safeguarding of
cash in banks with good evaluation by international firms and e) the placement of the Company's
reserves for investment in marketable securities.
Regarding the Romanian subsidiary, the Company on 31-12-2023 had cash reserves of 397
thousand euros. It has secured a bank funding line of 200,000 euros, which it has not used to
date.
Due to the seasonality of the Group's product category, rational management of working capital
is required, as any weakness may burden its results with additional financial costs. The Group has
adequate funding lines from Banking organizations.
The following tables summarize the maturity dates of the financial obligations of the Company
and the Group, which appear at the date of preparation of the Financial Statements, based on
payments arising from the relevant loan agreements or agreements with counterparties.
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Group
Totals
Up to 1 year
From 1 to 5 years
2023
2022
2023
2022
2023
2022
Short-term debt
obligations
0
20.825
0
20.825
0
0
Debts owed to suppliers
4.004.692
2.435.960
4.004.692
2.435.960
0
0
Liabilities arising from
leases
507.714
138.606
93.926
91.135
413.788
47.471
Other current liabilities
3.242.872
3.784.499
3.242.872
3.784.499
0
0
Total
7.755.277
6.379.890
7. 341.490
6.332.418
413.788
47.471
Company
Totals
Totals
From 1 to 5 years
2023
2022
2023
2022
2023
2022
Short-term debt
obligations
0
20.825
0
20.825
0
0
Liabilities arising from
leases
420.624
132.066
51.745
84.595
368.878
47.471
Debts to Suppliers
3.788.154
2.210.652
3.788.154
2.210.652
0
0
Other current liabilities
2.959.371
3.467.528
2.959.371
3.467.528
0
0
Total
7.168.149
5.831.071
6.799.270
5.783.599
368.878
47.471
Based on the data reported, the Group's Management estimates that Cash and Short-Term
Investments, in addition to the possibilities mentioned for raising liquidity, adequately offset the
aforementioned risks.
(e) Insurance risk (non-financial risk)
Given that most of the Company's goods are forwarded from its Warehouse to customers, the
Company should be protected from its exposure to counterparty risk from the insurance of its
products.
To this end, the Company insures its facilities by a consortium of insurance companies, which
gives it adequate insurance coverage for all major risks.
The subsidiaries of Romania and Cyprus do not have their own warehouses and the movement of
goods is carried out through the Company's warehouses. The products are insured during their
transportation, both to the Company's warehouses and until their delivery to the subsidiaries.
(f) Risks arising from impairment of financial assets & other investments
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 that it invests
part of its cash are transferable securities traded mainly on the secondary market but also on
other regulated markets. The risks arising from investments in bonds are: (a) default risk of
coupon capital, (b) market risk related to bond price fluctuations, the result of changes in interest
rates and inflation, (c) liquidity risk resulting in the bond being sold below fair valuation and (d)
risk of early repayment by the issuer resulting in reduced expected return and inability to reinvest
of capital in products with similar returns.
The Company's Management, aiming to mitigate its investment risk, has made specific real estate
investments that are part of the overall plan for safer and more efficient utilization of the high
liquidity available to the Group.
(g) Seasonality Risk
The Group operates in a sector that presents strong seasonality, especially during Christmas and
Easter. Indicatively, the Group's sales in the last quarter of the financial year – Christmas period
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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15
– make 33% to 43% of its sales. This seasonality requires proper planning of receipts 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.
(h) Exposure to ESG Risks
The Group recognizes the risks and impacts that may arise in its business activity due to the
climate crisis and the energy transition, which may affect its activities, while at the same time it
has identified great opportunities created through the use of recycled raw materials and
investment in renewable energy sources.
In order to mitigate the risks arising from climate change, but also to exploit the opportunities
that arise in order to achieve positive financial results for itself and its operating environment, the
Group is constantly adapting its business model in order to continuously reduce its environmental
footprint. It achieves this through (a) self-production and use of energy from renewable sources
(solar); (b) the reduction of the use of natural resources through the use of recycled raw materials,
(c) the promotion of product recycling and (d) the calculation of the environmental impact of the
Group's activities.
Other risks
The demand for the products available to the Company is influenced by external factors such as
economic uncertainty, reduced consumption and consumer preference for products with
affordable selling price. The low birth rate in Greece in recent years is a risk that negatively affects
the size of the market in which the Company operates. In particular, the birth rate recorded a
decrease in 2023 compared to 2022 in all 3 countries where the Group operates, namely -2.56%
(Greece), -2.44% (Cyprus) and -1.04% (Romania). The geopolitical developments in the countries
of Europe and the Middle East create a climate of uncertainty, resulting in a decrease in demand
in the category of products in which the Group operates. In this context, the Company's
Management has selected quality products that are attractive to consumers throughout the year.
The Group's Management aims to limit any negative impact of these risks on its financial results
and constantly adapts to new situations in order to maintain its activities unaffected.
D. COMPANY STRATEGY AND PROSPECTS FOR THE YEAR 2024
In 2023, global macroeconomic conditions were characterised by increased uncertainty and
volatility, a trend that continues to this day. The new financial data with rising inflation and the
rising interest rates led to a reduction in household disposable income and an increase in operating
expenses for businesses.
Geopolitical tensions in Ukraine and Middle East have further exacerbated an already fragile
economic environment. The Group does not operate in these countries directly, however,
disruptions in the global supply chain are intense and affect our industry mainly due to the
redirection of ships around Africa.
The Group continues its growth efforts in its three countries of operation, constantly introducing
new products. With a focus on expanding market share in the toy industry, our priorities are high
quality and availability of products at affordable prices for the consumer. The Group's continuous
digital restructuring allows us to take advantage of the opportunities presented more efficiently
by focusing on digital presence in all areas of its operation.
Management's objectives – according to the strategy evaluation that is held on an annual basis-
remain to improve profitability, ensure liquidity and maintain competitive advantage in the games
industry. The continuous search for opportunities to increase turnover either through acquisitions
or by operating in game-related industries continues to be a priority for Management.
In the context of more efficient risk management, the Management chose to invest part of its
liquidity in the tourism sector, taking advantage of Greece's inherent advantages, with the recent
land purchases in Elounda Lasithi and Plaka Elounda Lasithi. In particular and regarding the
investment on property for their further utilization, the company strategy is carefully examined,
taking into consideration the opportunities and risks involved, in order to safeguard the optimal
utilization of the acquired plots and those that may be acquired. The strategy, will be determined
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
16
in cooperation with experts, aiming to create capital gains and profits for the Group with the
lowest possible business risk.
E. TRANSACTIONS WITH RELATED PARTIES
Related parties within the meaning of IAS 24 means, in addition to subsidiaries and affiliates,
members of the Management and Directors and their close relatives.
The shareholders (natural or legal persons) who held, directly or indirectly, on 31.12.2023, 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
Percentage of participation*
1. Andreadis Efstratios
32,2751%
2. Andreadou Anastasia
31,996%
Related party transactions during the fiscal year 2023, i.e. intercompany sales/purchases and
intercompany balances, all related to transactions within the scope of the Company's operation
and on market terms.
The overall framework of activities of the Company and its affiliated companies concerns AS
COMPANY CYPRUS LTD and AS KIDS TOYS S.R.L. No intercompany transaction was carried out
beyond those described above.
Sales
2023
2022
AS COMPANY CYPRUS LTD
1.233.902
1.713.411
AS KIDS TOYS S.R.L
1.107.704
1.105.688
Total
2.341.606
2.819.099
Markets
2023
2022
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
Other Transactions
2023
2022
AS COMPANY CYPRUS LTD
90.375
110.214
AS KIDS TOYS S.R.L
88.432
76.823
Total
178.806
187.037
Trade balances
Payables
2023
2022
AS COMPANY CYPRUS LTD
480.063
953.215
AS KIDS TOYS S.R.L
575.639
568.876
Total
1.055.702
1.522.092
Obligations
2023
2022
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
For the fiscal year 2022, a dividend of EUR 1,200,000 was approved by the subsidiary AS
COMPANY CYPRUS LIMITED to the Parent Company, while during 2023 the profit distribution from
the subsidiary was not approved.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
17
On August 1, 2023, the dividend approved by the General Meeting of 23.6.2023 was paid to the
shareholders by the paying bank "Piraeus Bank S.A.", which amounted to € 0.1105257671 per
share, i.e. a total amount of € 1,449,049.60 (Total Cash Amount Distributed minus dividend tax).
The proposed gross dividend to be approved by the Annual General Meeting of shareholders is €
0.13684.
The benefits to the Company's Managers and Management are analyzed as follows:
Management Remunerations and
Transactions
Group
Company
Short-term employee benefits
2023
2022
2023
2022
Salaries
590.194
519.087
590.194
519.087
Social security costs
90.495
86.356
90.495
86.356
Total
680.689
605.443
680.689
605.443
Remuneration and Transactions of
BoD Members
Group
Company
Short-term benefits
2023
2022
2023
2022
Wages
440.000
440.000
410.000
410.000
Social security costs
76.257
71.819
75.387
70.992
Board remuneration stamp
4.920
4.920
4.920
4.920
Other fees
0
48.510
0
48.510
Total
521.177
565.249
490.307
534.422
No loans have been granted to members of the Board of Directors or Managers (and their
families). There were no changes in transactions between the Company and its related persons
that could have a material effect on the Company's financial position and performance.
The remuneration paid during the fiscal year 2023 to the Chairman of the BoD, Mr. Efstratios
Andreadis, the Executive Vice-Chairman of the BoD, Mrs. Anastasia Andreadou, the Executive
member, Mr. Konstantinos Andreadis and the non-executive members, Mr. Ioannis Apostolakos,
Mr. Theofilos Mechteridis, Mr. Michael Zarkadis and Mr. Apostolos Petalas, refer to remuneration
in their capacity as members of the BoD. The Company does not pay further fees to the Members
of the Board of Directors for their capacity as Members of the Audit & Remuneration and
Nomination Committees.
According to the decision of the Annual General Meeting on 23.06.2023, the payment of annual
gross remuneration from the profits of the closed corporate year 1.1.2022–31.12.2022 was
approved.
The non-executive member of the BoD, Theofilos Mechteridis, was also paid fees due to the
provision of customs broker services, in the context of his professional cooperation with the
Company, based on a relevant evaluation of the BoD. The remuneration paid to the executive
member of the BoD, Mr. Theodora Koufou, concerns the provision of employment services to the
Company throughout the financial year. Managers who are not members of the Board of Directors
received remuneration based on the employment contracts they have with the Company.
Also, with the General Meeting of shareholders on 23.06.2023, the payment of additional
remuneration amounting to 95,200.52 euros (including employer contributions) (bonus) to
Company executives from the profits of the fiscal year 2022 was approved.
F. CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement has been prepared in accordance with article 152 of Law
4548/2018, Law 4706/2020 and the relevant decisions and instructions of the Hellenic Capital
Market Commission (hereinafter referred to as "EC"). It is included in the Annual Management
Report of the Board of Directors of the Company for the fiscal year 2023, as a special section
thereof and is available through the Company's website. The following corresponds to the current
legal and factual situation of the Company.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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CONTENTS
I. Principles of Corporate Governance
II. Corporate Governance Code
III. Corporate Governance Practices in addition to the requirements of the legislation
IV. Deviations from the CGR – Justification
V. Description of the main features of the internal control and risk management systems of the
Company and its subsidiaries regarding the process of preparing 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, in so far as the
Company is subject to that Directive.
VII. Information on the operation of the General Meeting of shareholders and its main 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 by an independent evaluator.
I. Principles of Corporate Governance
The Company has adopted and applies the Principles of Corporate Governance, in accordance
with the applicable Legislation and the applicable international practices, in conjunction with its
principles and corporate culture, aiming at functionality and efficiency, transparency towards
investors and safeguarding the interests of shareholders and all those connected in any way 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 4706/2020 and Decision 2/905/3.3.2021 of the Board
of Directors of the Hellenic Capital Market Commission, the Company has voluntarily adopted,
with the decision of its Board of Directors dated 15.7.2021, replacing the Corporate Governance
Code of SEV (2013), the Greek Corporate Governance Code (June 2021) of the Hellenic Corporate
Governance Council (HCGC), with deviations consistent with its specific characteristics and making
its administration more flexible and functional (see section IV below).
The adopted Code, in its original form (without deviations), can be found at:
https://www.esed.org.gr/web/guest/code-listed
The Board of Directors may make amendments to the Corporate Governance Code or the
deviations applied by the Company. In this case, the amended text and / or deviations will be
posted on the Company's website and a relevant announcement will be issued.
III. Corporate Governance Practices in addition to the requirements of the legislation
The Company does not apply additional Corporate Governance practices, beyond those provided
for by the adopted CCR and the applicable Legislation.
IV. Deviations from the Corporate Governance Code – Justification
1. In clause 1.20. of the C.G.C. stipulates that:
"The members of the Board of Directors receive the Agenda of the next meeting and the
supporting documents in a timely manner, i.e. before the expiry of the mandatory deadlines of
the Law, so that they can be studied, taking into account each time the complexity of the issues
to be discussed."
The Rules of Procedure of the Board of Directors, which have been established, provide that the
Board of Directors may take decisions without complying with the formalities of the Law, provided
that all 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 par. 4 of the Company's Articles of Association. In practice, it has been proven
that in many cases and if the nature and subject of the issue under discussion do not require prior
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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information and study on it, the Board of Directors may take decisions according to the above, for
reasons of speed and flexibility.
2. Clause 2.2.12. of the C.G.C. 2021 stipulates that:
"2.2.12. The independent non-executive members shall not be less than half (1/2) of the total
number of members of the Board of Directors".
According to the current structure of the BoD, it consists of eight (8) members, of which four (4)
executive members and four (4) non-executive members. Of the non-executive, three (3) are
independent non-executive. It is considered that at this stage, with the structure and needs of
the Company, the administration and management of the Company's affairs is served in the best
possible way, having the optimal composition and flexibility, without requiring the members of the
Board of Directors to be at least half of its independent non-executive members.
3. In accordance with clauses 2.2.21., 2.2.22. and 2.2.23. of the C.G.C.:
'2.2.21. The President shall be chosen by the independent non-executive members. If the
President is selected by the non-executive members, one of the independent non-executive
members is appointed, either as Vice-Chairman or as Senior Independent Director.
2.2.22. The independent non-executive Vice-Chairman or the Senior Independent Director, as the
case may be, has the following responsibilities: supporting the Chairman, acting as a liaison
between the Chairman and the members of the Board of Directors, coordinating the independent
non-executive members and leading the evaluation of the Chairman.
2.2.23. Where the President is an executive, the Independent Non-Executive Vice-Chair or the
Senior Independent Director shall not replace the Chairperson in his executive duties."
In the current Articles of Association of the company (article 12), as well as the BoD Regulation
approved pursuant to No. 793/30.11.2022 minutes of the BoD, it is stipulated that the BoD elects
a President, who is an executive, a non-executive Vice-President and an executive Vice-President.
In case the President is absent or prevented from exercising 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, in case of absence or impediment thereof, by
another member of the Board of Directors in a corresponding capacity, which will be specifically
determined by the Board of Directors. The adopted structure of the Board of Directors meets the
requirements and definitions of the Law and is considered functional and adequate, both in terms
of regulatory compliance and flexibility and effectiveness in exercising the respective
responsibilities.
4. In accordance with clauses 2.3.1., 2.3.2., 2.3.3. and 2.3.4. of the C.G.C:
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 replacement and to ensure
each time the smooth continuity of management and the achievement of the Company's purpose.
2.3.2. The Company ensures the smooth succession of the members of the Board of Directors by
gradually replacing them in order to avoid lack of management.
2.3.3. The succession framework shall, in particular, take into account the findings of the Board's
assessment in order to achieve the required changes in composition or skills and to maximise the
effectiveness and collective relevance of the Board.
2.3.4. The Company also has a succession plan for the CEO..."
Also in clause 3.3.2. of the Code it is provided that:
"3.3.2 "The Board of Directors ensures for the Company the appropriate succession plan for the
smooth continuation of the management of the Company's affairs and decision-making following
the departures of its members, especially executive and committee members".
The Company, in the context of its compliance with the new institutional framework of Law
4706/2021 and Circular 60/18.9.2020 of the Hellenic Capital Market Commission, with No.
47/25.6.2021 decision of the General Meeting of its shareholders approved the Suitability Policy
of the members of the Board of Directors, which was amended pursuant to the decision of the
General Meeting dated 23.06.2023. The Company complies in principle with terms 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 the members of the Board of Directors, especially regarding the independent members of the
BoD, and within 2024 a succession plan for the members of the Board of Directors and the CEO
is planned, with the cooperation of the Remuneration and Nominations Committee and the HR
Manager of the Company, who was hired on 20/3/2023.
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If any issue arises of change, replacement of BoD members, but also of the CEO, the
Remuneration and Nominations Committee is involved, which, having the responsibilities of
articles 11 and 12 of Law 4706/2020 and applying the provisions thereof, Circular 60 of the E.C.
and the Suitability Policy adopted by the Company, proceeds to the identification and evaluation
of the candidates and submits its proposal to the BoD, for the persons it deems suitable for
obtaining the status of member of the BoD, the Remuneration and Nominations Committee, after
evaluating the shortlisted candidates, submits a recommendation to the Board regarding the
proposed candidates. The Board of Directors then submits a proposal to the General Meeting for
the election of the new members, ensuring compliance with the provisions of Law 4706/2020
regarding the ratio of independent and non-independent members, as well as executive and non-
executive members of the BoD. After the election of its new members, the Board of Directors is
competent, in the context of the process of its constitution into a body and assignment of
responsibilities, to proceed, in accordance with the Company's Articles of Association and the Law,
to appoint a Chief Executive Officer and to provide responsibilities and authorizations. Also, the
Board of Directors, in accordance with the provision of article 5 par. 2 of Law 4706/2020 which
stipulates that "2. The capacity of the members of the Board of Directors as executive or non-
executive is defined by the Board of Directors", proceeds to the appointment of its executive and
non-executive members, in compliance with the ratio defined in article 5 of Law 4706/2020.
According to the Rules of Operation of the Board of Directors, which were adopted by the
Company in April 2022, the following provision is contained regarding the Succession of the Board
of Directors (under VIII. Succession of the Board of Directors):
«[...] The Company is going to draw up a framework for the filling of positions and the succession
of the members of the Board of Directors, in order to identify filling or replacement needs and to
ensure each time the smooth continuity of the management and the achievement of the purpose
of a company. According to No. 762/15.07.2021 minutes of the Board of Directors, the Company,
in compliance with the institutional framework of Law 4706/2021 and Circular 60/18.9.2020 of
the Hellenic Capital Market Commission, with the no. 47/25.6.2021 decision of the General
Meeting of shareholders approved the Suitability Policy of the members of the Board of Directors.
The Company adheres to a principle of conditions 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 the members of the Board,
especially with regard to the independent members of the Board, but does not yet have the
succession plan of the CEO, which will be prepared by the Nomination Committee by June 2022,
evaluating the necessary parameters. If any issue arises of change, replacement of BoD members,
but also of the CEO, the Remuneration and Nominations Committee is involved, which, having the
responsibilities of articles 11 and 12 of Law 4706/2020 and in application of these provisions, the
circular 60 of the H.M.S.C. and the adopted by the Company Suitability Policy, proceeds to the
identification and examination of the candidates and submits the proposal to the BoD, for the
persons it deems suitable for obtaining a membership of the Board of Directors. The Board of
Directors is then competent, in the context of the process of its formation and assignment of
responsibilities, to appoint a Chief Executive Officer according to the Articles of Association of the
Company.
From the outset, it is noted that the intention of the company is to ensure the smooth succession
of the members of the Board of Directors by gradually replacing them, in order to avoid lack of
management, to achieve the required changes in composition or skills and to maximize the
effectiveness and collective suitability of the Board of Directors.
The preparation of a complete succession plan for the CEO has been assigned to the nomination
committee, according to the above. [...]».
In conclusion, the Company has adopted a specific recorded procedure for the succession of BoD
members, which it is currently applying (April 2024) in view of the replacement of the two resigned
BoD members, Mr. Apostolakos and Mr. Zarkadis (due to the completion of a 9-year term and
retirement respectively). The initially identified deviation has de facto been eliminated, with the
above adopted Regulation adequately describing the procedure to be followed for the replacement
of BoD members.
5. Clauses 2.4.3. and 2.4.4. of the C.G.C. provides for the following:
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"2.4.3. The remuneration of the executive members of the Board of Directors and the senior
management of the Company is linked to the size of the Company, the complexity of its action,
the extent of their responsibilities, their degree of responsibility, the corporate strategy, the
objectives of the Company and their realization, with the ultimate goal of creating long-term value
for the Company. The process for developing a remuneration policy is characterised 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
Company's financial results based on its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information shall appear separately in the
remuneration report, but also in their approval by the general meeting".
The Company has provided in its Remuneration Policy the possibility of granting to the executive
members of the Board of Directors additional remuneration, based on predetermined measurable
quantitative and qualitative criteria, short and long-term, which will be linked to the individual
performance of the beneficiary and to the positive financial course of the Company and the Group.
All members of the Board of Directors, in this capacity or as employees with the Company, and
as members of the Company's Committees, receive fixed remuneration, which is judged by the
Remuneration Committee to correspond to 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 for their execution, etc. Any extraordinary additional
remuneration (e.g. bonus) concerns only executive members of the BoD and are approved by the
GM.
6. Clause 2.4.10. of the C.G.C. provides for the following:
"2.4.10. The Board of Directors examines and links the remuneration of executive members with
indicators related to ESG and sustainable development issues that could add long-term value to
the Company. In this case, the Board of Directors ensures that these indicators are relevant and
reliable and promote the sound 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, as well as the financial situation of the Company itself. It is noted that the Company
is not yet obliged -due to 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 provides for the following:
"3.3.3 The Board of Directors annually evaluates its effectiveness, the fulfillment of its duties, as
well as its committees.
3.3.4 The Board of Directors collectively, as well as the President, the CEO and the other members
of the Board of Directors are evaluated annually for the effective fulfillment of their duties. At least
every three years, this evaluation shall be facilitated by an external consultant.
3.3.5 The evaluation process is led by the President in cooperation with the nomination committee.
The Board of Directors shall also evaluate the performance of its President, a process headed by
the nomination committee."
Whereas the provision of clause 3.3.5. of the Code assumes that the President of the Board of
Directors is non-executive, while in the Company the President is executive and is appointed non-
executive Vice-President, the latter heads the evaluation process, which is carried out in
cooperation with the Nomination Committee.
The Company, in compliance with the above provisions, proceeded, pursuant to No.
793/30.11.2022 minutes of the BoD, the establishment of a Policy and Evaluation Procedure of
the Members of the Board of Directors (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 heads the relevant evaluation procedures, assisting and cooperating
with the Remuneration and Nominations Committee and the Corporate Secretary. The evaluation
process of the BoD members, the CEO and the General Manager, as well as the Audit Committee
and the Remuneration and Nominations Committee, has already been carried out twice, in 2023
and 2024 for the reference years July 2021 - 2022 and 2023, respectively.
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In conclusion, the Company has applied a sufficient and efficient system of individual and collective
evaluation of the BoD and its committees, as well as the CEO and the General manager, the results
of which are taken into consideration from the Remunerations and Nominations Committee and
from the BoD and are evaluated for the ongoing optimization of the operation and effectiveness
of the BoD and its Committees.
8. In clause 5.1. and 5.6. of the C.G.C. provides for the following, in accordance with the provision
of article 14 par. 3l of Law 4706/2020 and article 151 of Law 4548/2018:
"5.1 Among other things, the Company's operating regulations include the Company's sustainable
development policy, where required. [...]
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy).”
According to the first subparagraph of para. 1 of article 151 of Law 4548/2018:
"1. Large sociétés
anonymes which are entities of public interest, within the meaning of Annex A of Law 4308/2014,
and which, at the date of their balance sheet closure, exceed the average number of five hundred
(500) employees during the financial year, include in the management report a non-financial
statement containing information, to the extent necessary for the understanding of the
development, the performance, position and impact of its activities, having regard, at least, to
environmental, social and employment matters, respect for human rights, anti-corruption and
bribery issues. [..]»
.
As is evident by the clear provision of article 5.1. of the C.G.C., the sustainable development policy
is included in the Rules of Operation of the companies, if needed, when the Companies, due to
their size, fall into the scope of the national and European law which provides the drafting of a
sustainable development report. However, in our case, the Company, due to its size, does not fall
under the conditions for the application of the above provision, which leads to the obligation to
adopt a sustainable development policy. Therefore, an allowed by Law deviation from clause 5.1
of the Code is introduced, since the Company's Rules of Operation are not required to include its
sustainable development policy. The Company has not yet adopted and implemented a policy on
ESG and sustainable development issues (Sustainability Policy), according to clause 5.6. of the
Code, to the extent that it is not mandatory under the applicable regulatory framework. The
Company's management is considering the adoption of such a policy, taking into account the
obligations gradually introduced by EU and national law.
On 31/10/2023, the submission of the company's published non-financial information for the fiscal
year 2022 to the ATHEX ESG Data Portal was completed. Following telephone contact, the Athens
Exchange was asked for additional information and corrections, which were submitted on
02/11/2023. Both submissions were made within the time limit and in due manner.
V. Description of the main features of the internal control and risk management
systems of the Company and its Subsidiaries regarding the process of preparing
financial statements
The internal control system is defined as all the procedures implemented by the Board of Directors,
the Management and the rest of the Company's staff, in order to ensure the effectiveness and
efficiency of corporate operations, the reliability of financial information aimed at the preparation
of financial statements and compliance with applicable laws and regulations. Among other things,
it includes the monitoring of financial information, the evaluation and improvement of risk
management and internal control systems, as well as the verification of compliance with the
established policies and procedures as defined in the Company's Internal Rules of Operation and
the applicable legislation.
AS Company Cyprus Ltd entered its eighth year of operation in fiscal year 2023 (established in
May 2016) and internal control and risk management systems are currently exercised on a case-
by-case basis by Company executives or external partners who assist the Management of the
Subsidiary.
AS KIDS TOYS S.R.L. in the fiscal year 2023 formally entered its sixth year of operation (its
substantial activity began in the fourth quarter of 2018). Internal control and risk management
systems are currently exercised on a case-by-case basis by Company executives or external
partners who assist the Subsidiary's Management.
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In the third quarter of 2023, the Internal Auditor audited the procedures for reconciling current
bank accounts of the subsidiaries and the procedure for approving and paying expenses for the
above two subsidiaries.
The accounting services of the two subsidiaries have been assigned to local partners, supervised
by the Chief Financial Officer and the accounting department of the Parent Company on a monthly
basis.
The Company and its Subsidiaries apply the following audit and verification procedures for the
preparation of financial statements:
• The Accounting Department makes periodic reconciliations of accounts of receivables,
liabilities, cash and short-term investments
• Unified budgets are prepared for the following year and approved by the Company's Board
of Directors in cooperation with the directors of the subsidiaries.
• Condensed statements of profit and loss and financial position are prepared monthly in
accordance with IFRSs and integrated accounting applications and audits
• Subsidiaries submit their half-month and annual statements of financial position and
income and income statement in accordance with specific closing and control procedures
• The Accounting Department conducts consolidation records under IFRS.
• The Financial Statements of the Company and the Group are audited by independent
certified auditors, whose work is monitored and cooperates with the Audit Committee. The
draft Financial Report of the Board of Directors is reviewed and controlled by the Audit
Committee, which in turn recommends to the Board of Directors of the Company for its
approval.
• There are safeguards related to the security of the information systems used and classified
access to data, according to the hierarchical level and duties of the user.
• The Certified Auditors communicate regularly with the Management and the Audit
Committee, as well as the Audit Committee with the Chief Financial Officer and the Head
of the Internal Audit Unit.
• The Board of Directors confirms the fulfilment of the conditions of independence of the
independent members of the Board of Directors at least on an annual basis and in any
case before the publication of the annual financial report.
As of 1.1.2023, the new ERP installed by the Company has been put into operation, which
contributes to the speed of receiving and processing data, which is used for more effective
management and business decision making.
There are safeguards at corporate level that are applied, on the one hand, by the Management
of each Group Company regarding the performance of corporate functions, and on the other hand
by the Company's Audit Committee regarding the Internal Control System based on the Internal
Rules of Operation.
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, where the Company is subject to that Directive.
The Company does not fall within the scope of the above Directive.
VII. Information on the operation of the General Meeting of shareholders and its main
powers as well as a description of the rights of shareholders and how to exercise
them.
How the General Meeting operates
The General Meeting meets under the terms of Law 4548/2018 and the Articles of Association of
the Company, which is published in its current form on the website of https://www.ascompany.gr/
and in the General Commercial Registry (GEMI).
The Board of Directors drafts and publishes draft decisions on time and ensures the careful
preparation and smooth conduct of the General Meeting of shareholders. In this context, it
facilitates the effective exercise of the rights of shareholders, who can easily and in the prescribed
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ways be informed on issues related to their participation in the General Meeting, including agenda
items and their rights. The General Meeting of shareholders is the forum where all the necessary
information and clarification are provided, in the context of a meaningful dialogue between
Management and shareholders. The Company shall post on its website at least twenty (20) days
before the General Meeting (with the exception of repeat or assimilated meetings), information
on:
• The date, time and place of the General Meeting of shareholders,
• the basic rules and practices for participation, including the right to put items on the
agenda and ask questions, and the time limits within which these rights may be exercised;
• voting procedures, conditions for proxy representation and forms used for proxy voting;
• the proposed agenda of the Meeting, including drafts of the decisions to be discussed and
voted on, as well as any accompanying documents;
• the proposed list of candidate members of the Board of Directors and their CVs (if there
is a question of electing members),
• The evaluation of the individual and collective suitability of the candidate new members
of the Board of Directors (if there is a question of electing new members), the
recommendations of the Board of Directors and the Nomination Committee and the
determination of the eligibility criteria of the candidate members of the Board of Directors
by the Board itself, and
• the total number of shares and voting rights on the date of the convocation.
• any other information required by applicable Legislation.
At least the President of the Board of Directors of the Company, the Vice-Presidents, the Chief
Executive Officer, the President of the Audit Committee, the President of the Remuneration
Committee, the internal auditor and the regular auditor attend the General Meeting of
shareholders, in order to provide information and information on issues of their competence,
which are raised for discussion, and on questions or clarifications requested by shareholders. The
President of the General Meeting shall ensure that sufficient time is allocated for the submission
of questions by shareholders and their fullest possible answer.
Basic powers of the General Assembly
The General Assembly of the Company's shareholders is the supreme body of the Company and
is competent to decide on all matters of the Company. The resolutions of the General Meeting
bind all shareholders and absent or dissenting.
The General Meeting of the Company's shareholders is exclusively competent to decide on all
matters provided for in paragraph 1 of article 117 of Law 4548/2018 (including amendments to
the Articles of Association), subject to the exceptions listed in paragraph 2 of the same article.
Rights of shareholders and ways of exercising them
In the General Meeting of the Company, any shareholder who appears in this capacity in the
records of the entity in which the Company's securities are held is entitled to participate and vote.
The exercise of those rights does not require the blocking of the beneficiary's shares or the
observance of any similar procedure. Shareholders entitled to participate in the General Meeting
may be represented by a person they have legally authorized. Each share provides all the rights
provided by the Law as in force each time, as well as the Articles of Association of the Company.
The company provides through its website templates for the appointment of a representative.
VIII. Information on the composition and operation of the Board of Directors
Suitability Policy of the members of the Board of Directors
The Company has a suitability policy for the members of the Board of Directors, the 1st version
of which was approved by the Board of Directors at the meeting of 03.06.2021 and by the General
Meeting on 25.06.2021, and includes all the provisions of article 3 of Law 4706/2020. The
Suitability Policy has been amended pursuant to No. 793/30.11.2022 minutes of the Board of
Directors and subsequently, it was amended again with the no. 814/25.05.2023 minutes of the
Board of Directors of the Company. The above amendments were approved during the Company's
regular General Meeting of 23.06.2023. The policy, as in force, is published on the company's
website https://www.ascompany.gr/
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General principles regarding the selection, replacement or renewal of the term of
office of the members of the Board of Directors, in accordance with the Suitability
Policy
1. The Board of Directors has a sufficient number of members and an appropriate composition.
2. The Company seeks to staff the Board of Directors with persons of ethics and reputation.
3. Board members must have the skills and experience required based on the duties they
undertake and their role on the Board, while at the same time they have sufficient time to
perform their duties.
4. During the selection, renewal of the term of office and replacement of a member of the
Board of Directors, the assessment of individual and collective suitability is taken into
account.
5. The candidate members of the Board of Directors know, among other things, as much as
possible, before assuming the position, the culture, values and overall strategy of the
Company.
6. The Board of Directors and the Nomination Committee monitor on an ongoing basis the
suitability of the members of the Board, in particular in order to identify, in the light of any
relevant new event, cases in which it is necessary to reassess their suitability. In particular,
a reassessment of suitability shall be carried out in particular in the following cases: a) when
doubts arise regarding the individual suitability of the members of the Board of Directors or
the suitability of the composition of the body, b) in case of significant damage to the
reputation of a member of the Board, c) in any case of occurrence of an event that may
significantly affect the suitability of the member of the Board, including the independence
of independent members, and cases in which members do not comply with the Company's
Conflict of Interest Policy. In any case, and beyond the above-mentioned cases, the
suitability of members is examined annually through the evaluation process, which takes
place within the first quarter of each financial year.
7. According to para. 3 of article 9 of Law 4706/2020, the Board of Directors reviews, on an
annual basis per financial year, and before the publication of the annual financial report, the
fulfilment of the conditions for independence of its independent non-executive members and
the relevant finding is contained in the Corporate Governance Statement. According to the
amended Suitability Policy, approved by the decision of the BoD dated 25.05.2023, the
independent members sign a declaration of independence, which examines the fulfillment
of the conditions of independence and disclosure of any dependency relationships of
independent non-executive BoD members and persons who have close ties with them, in
accordance with article 9 of Law 4706/2020. If, at any time, it is found by a competent body
that the conditions have ceased to be met in the person of an independent member, the
Board of Directors shall take the appropriate steps to replace him.
8. The Board of Directors identifies as early as possible the needs for filling positions or
replacing its members and, in cooperation with the Nomination Committee, draws up a
relevant succession plan to ensure the smooth continuity of management and the
achievement of the company's purpose. The succession plan takes into account the findings
of the evaluation of the Nomination Committee and the Board of Directors in order to achieve
the required changes in composition or skills and to maximize the effectiveness and
collective suitability of the Board.
The Policy includes a detailed reference to the criteria of individual and collective evaluation,
as well as diversity.
Composition of the Board of Directors
The Board of Directors exercises the administration and 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 competent to decide on any matter concerning the Company, except for those
for which by Law or Articles of Association, the General Assembly of shareholders is competent.
The Company is managed, in accordance with its Articles of Association, by a Board of Directors,
which consists of at least seven (7) to a maximum of eleven (11) members. As member of the
Board of Directors a legal person may also be appointed, which is obliged to appoint a natural
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person to exercise its powers as a member of the BoD. The members of the Board of Directors
are elected by the General Meeting of the Company's shareholders for a term of three (3) years.
The General Meeting may also elect alternate members in case of resignation or death of persons
elected by it or for any other reason lost the membership of the Board of Directors. If no alternate
member has been elected and the position of a Director becomes vacant due to death, resignation
for any reason, disqualification or legal incapacity, the remaining Directors may, if there are at
least three (3), elect a temporary replacement to fill the vacancy for the remaining term of office
of the Director replaced. The decision of the election is made public and announced by the Board
of Directors at the next General Meeting, which may replace those elected, even if no relevant
item has been included in the agenda. If the above supplementary 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, four executive and four non-
executive members. Of the non-executive members, 3 are independent, meeting the requirements
set by Law 4706/2020 on Corporate Governance.
The persons who currently make up the Board of Directors of the company are the following:
1. Efstratios Andreadis son of Konstantinos, executive member of the BoD, President of the
BoD and CEO.
2. Anastasia Andreadou née Angelos Kozlakides, executive member of the BoD, Executive
Vice-Chairman of the BoD
3. Apostolos Petalas of Dimitrios, independent non-executive member of the BoD, Non-
Executive Vice-Chairman of the BoD
4. Theodora Koufou of Dimitrios, executive member of the Board of Directors
5. Konstantinos Andreadis of Efstratios- executive member of the BoD
6. Michael Zarkadis, son of Spyridon, independent non-executive member of the BoD
7. Ioannis Apostolakos, son of Georgios, independent non-executive member of the BoD
8. Theofilos Mechteridis, son of Ioannis, non-executive member of the BoD
The term of office of the BoD, as defined by the General Meeting of 2.6.2022, is three years and
expires on 2.06.2025, and is automatically extended until the convening of the Annual Ordinary
General Meeting of the year 2025, if it takes place after 2.06.2025.
It is noted that, in view of the completion, on 08/05/2024, of a 9-year term of office of the
independent member of the BoD, Mr. Ioannis Apostolakos, the latter, in order to facilitate his
succession process, submitted his resignation as an independent non-executive member of the
BoD and member of the Audit Committee, on 15/04/2024, stating that the resignation will take
effect from the day of the election of his replacement and until then he will fully perform his duties
as a member of the BoD and the Audit Committee. Respectively, on 15/04/2024, the independent
member of the Board of Directors and member of the Audit Committee and the Remuneration
and Nominations Committee, Mr. Michael Zarkadis, submitted his resignation, for personal
reasons, due to his retirement. Mr. Zarkadis also stated that his resignation will be effective from
the day of the election of his replacement and until then he will fully perform his duties as a
member of the Board of Directors and its committees. The Board of Directors in cooperation with
the Remuneration and Nominations Committee has already initiated the process of replacing the
above, which is expected to be completed by 3.5.2024 at the latest.
Short CVs of Board members and senior managers
Members of the Board of Directors and Committees
1) Efstratios Andreadis, President of the BoD, Executive Member and CEO.
He was born in 1957 in Vienna, Austria. He studied Mathematics at the Universita Degli Studi Di
Perugia in Italy. He has been active in the field of commerce since 1980. Together with the
Executive Vice-President of the BoD, Mrs. Anastasia Andreadou, they founded "AS Company SA"
in 1990 and since then he holds the position of Chairman of the Board and CEO.
2) Anastasia Andreadou, Executive Vice-Chairman of the BoD and executive member.
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He was born in 1950 in Thessaloniki and studied Accounting at the Svarna School in Thessaloniki.
It has been active in the field of commerce since 1982. Together with the Chairman of the Board
of Directors Mr. Efstratios Andreadis they founded "AS Company SA" in 1990.
3) Apostolos Petalas, Non-Executive Vice-Chairman of the BoD and Independent Non-
Executive Member of the BoD, President of the Audit Committee and the
Remuneration and Nominations Committee.
He was born in 1961 in Soufli, Evros. He holds a degree in Business Administration from the
University of Piraeus, certified in special programs of Leadership, Executive Management, Financial
and Strategic Analysis in the internal training system of Colgate Palmolive and PepsiCo in the USA.
From 1985 to 1990 he worked at Colgate Palmolive in various areas of Financial Services. From
1990 to 1999 he held managerial positions in the Financial Sector of PepsiCo and until 2007 he
was President and CEO of PepsiCo in Greece. From 2007 to 2023 he was an executive member of
the Board of Directors and CEO of the listed "Fourlis Holdings S.A.", a Holdings company of the
Fourlis Group. As of 2023 he is the General Manager of the Hellenic Supermarket Association, He
served as Vice President of the Association of Chief Executive Officers (ACEO) and is a Member of
the Board of Directors of the Hellenic Association of Retail Enterprises (HELPE).
4) Theodora Koufou, Executive member of the BoD, General Manager
Born in 1972 in the U.S.A. She holds a BSc in Financial Studies from New York University and a
Master's degree in Economics from Pace University. She joined the Company in September 2001.
She was appointed General Manager of the Company in July 2015. From September 2001 to June
2015 she served as Internal Audit Manager of the Company. Before joining the Company, she
worked in the USA at John Kaldor USA, Angelika Films etc.
5) Konstantinos Andreadis, Executive member of the BoD
He was born in 1980 in Thessaloniki. He received a BA in Business Administration from Kingston
University – ICBS (Bachelor Degree). He also holds an MA in Marketing Management from
Middlesex University. From 01.12.2004 to 30.09.2016 he worked in the Sales Department of the
Company. From 25.05.2016 until today he holds the position of manager in the Company's
subsidiary in Cyprus, under the name "AS Company Cyprus Ltd".
6) Michael Zarkadis, Independent non-executive member of the BoD, member of the
Audit Committee and the Remuneration and Nominations Committee
He was born in 1960 in Athens. He studied Business Administration at the Athens University of
Economics and Business and holds an Executive MBA from the same University. He is registered
with the Economic Chamber of Greece as an A' class accountant. He has served as a senior
financial and administrative executive at "Mattel – S.A." (1989 – 2001) and "Mattel – S.E.E. /
M.E.A." (2001 – 2013). From 1986 to 1988, he also worked as an auditor at the audit firm PWC.
From 2014 to 2017 he was co-founder and partner in the business consulting company "DEZAVOU
ASSOCIATES- FINANCIAL CONSULTANTS P.C." and from 2017 until today in the company
"SAVE2GROW-BUSINESS CONSULTANTS P.C.". He has served as a member of the Board of
Directors of Mattel S.A. (Executive Director – Chief Financial Officer 1991 – 2013), member of the
Board of Directors of Mattel Italy SRL for two years, member of the Global Board of Chief Financial
Officers of Mattel.
7) Ioannis Apostolakos, Independent non-executive member of the BoD, member of
the Audit Committee
He was born in 1964 in Athens. He studied Business Administration at the Athens University of
Economics and Business and holds an MBA from Cardiff University, Wales. From 1991 to 2004 he
held managerial positions in the Credit Control and Investment Banking sectors of Ergobank Group
(now EFG Eurobank Ergasias) and Piraeus Bank Group. From 2004 to 2014 he has worked in
senior management positions in industrial and commercial 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, as well as a member of the Audit Committee of a listed company. He is the
Manager of "Ancient Olyntheus PC" and Director of Deloitte. Until 2018 he was President of the
Audit Committee of the Company, of which he continues to be a member.
8) Theofilos Mechteridis, Non-Executive member of the BoD, member of the Audit
Committee and the Remuneration and Nominations Committee
He was born in 1966 in Thessaloniki. He studied at the School of Management and Economics
(SDO) of the Department of Business Administration of the Technological Educational Institute of
Kavala. He obtained his customs clearance diploma in 1989 and has been practicing this profession
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ever since. He specializes in importing toys and other related items and has been working with
the Company for more than twenty-five years.
The independent non-executive members, as established by the Board of Directors in its decision
of 19/04/2024, upon the recommendation of the Remuneration and Nominations Committee,
maintain their independence at the time of writing, in accordance with the independence criteria
of Law 4706/2020 and have submitted relevant declarations of independence to the Company.
In addition, with the same decision, the Board of Directors examined the annual Statements of
Compliance of the BoD members with the Company's Conflict of Interest Policy and Procedure
and investigated the capacity or position that may be held by members of the Board of Directors
or the Audit Committee of the Company, simultaneously in other companies, taking into account
the resulting from this capacity, professional or personal commitments and conditions, in
particular any issues of independence and conflict of interest, in accordance with the approved
Suitability Policy and in conjunction with the relevant provisions of the legislation. It is noted that
the Declaration of Compliance with the Conflict of Interest Policy and Procedure is resubmitted on
an annual basis by the existing members of the BoD, prior to the publication of the annual financial
report.
As can be seen from the above, the members of the Board of Directors have the skills and
experience required to exercise their responsibilities and meet the provisions of the Company's
Suitability Policy, operating model and strategy.
Senior Management
Panagiotis 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 Lancaster University U.K – Accounting & Finance. He has worked as a Chief Financial
Officer in Greece and abroad for more than 20 years [Internal Auditor at Bank National de Ρaris,
Nutricia (Dutch listed in baby food), IMI (English listed in the soft drink dispensing sector, 3E
(bottler of Coca Cola products) & Misko – Barilla (Italian company in the food industry). Since
2000 he has been working as a financial-tax consultant in support of the Financial Departments
large enterprises. His professional collaboration with the Company began in 2000.
Description of the main responsibilities of the Chairman of the Board of Directors and CEO, in
accordance with the existing constitution of the Board of Directors and the current legislative and
regulatory framework:
• Determines the items on the agenda and convenes the Board of Directors, ensures the
good organization of its work and directs its Meetings.
• Represents the Company judicially and extrajudicially.
• He exercises all the powers that belong to the Board of Directors by the Articles of
Association and the Law and do not require collective action, he may delegate
responsibilities to another member by proxy.
As CEO, he monitors the implementation of the objectives and manages the day-to-day affairs of
the Company, always in accordance with the decisions of the General Assembly and the Board of
Directors, ensuring the smooth and effective operation of the Company.
Members of the Board of Directors and key managers holding shares of the Company
On the date of drafting the Corporate Governance Statement, the members of the Board of
Directors and key Managers who held shares issued by the Company are the following:
(a) Efstratios Andreadis, President of the Board of Directors and CEO: holds 4,216,287 shares,
representing 32.1216% of the Company's share capital.
(b) Anastasia Andreadou, Executive Vice-Chairman of the BoD: holds 4,179,804 shares,
representing 31.84365% of the Company's share capital.
(c) Apostolos Petalas, Non-Executive Vice-Chairman of the BoD: holds 5,501 shares, representing
0.04191% of the Company's share capital.
(d) Theodora Koufou, Executive member of the BoD: holds 793 shares, representing 0.00604%
of the Company's share capital.
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(e) Konstantinos Andreadis, Executive Member of the BoD: holds 201,421 shares, representing
1.53452% of the Company's share capital.
(f) Panagiotis Papaspyrou, Chief Financial Officer: holds 8,040 shares, representing 0.06125% of
the Company's share capital.
Table
Name
Property
Number of
shares
1
Efstratios Andeadis
President BoD, CEO
4.216.287
2
Anastasia Andreadou
Executive Vice-Chairman of the
BoD
4.179.804
3
Apostolos Petalas
Non-Executive Vice-Chairman of
the BoD
5.501
4
Theodora Koufou
Executive Board Member
793
5
Konstantinos Andreadis
Executive Board Member
201.421
6
Panagiotis Papaspyrou
Chief Financial Officer
8.040
Statement of annual review of the fulfilment of the conditions of independence of the
independent non-executive members of the BoD
According to para. 3 of article 9 of Law 4706/2020, the Board of Directors examined the fulfilment
of the conditions of independence of its independent non-executive members. In this context,
the three (3) independent members of the BoD, Mr. Ioannis Apostolakos, Mr. Michael Zarkadis
and Mr. Apostolos Petalas, were invited and signed Statements, according to which they declare
that, at the time of writing the present, they meet the independence criteria of the law, as detailed
in the signed statement, which is part of the Company's Suitability Policy. At its meeting of
16.04.2024, the Remuneration and Nominations Committee, in cooperation with the Legal
Department and the respective competent departments of the Company, proceeded to ascertain
the truth of the content of the above statements, based on the records and data made available
to them.
The Board of Directors, after taking into account the above recommendation of the Remuneration
and Nominations Committee dated 16/04/2024, regarding the review of the existence of 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, by its decision dated
19/04/2024, found, as defined in para. 3 of article 9 of Law 4706/2020, that at the time of writing
this document all the conditions of para. 1 and 2 of article 9 for the characterization of all the
above members of the Board of Directors as independent.
It is emphasized that the Remuneration and Nominations Committee, taking into account the
results of the annual evaluation (individual and collective) of the Board of Directors and its
Committees, pointed out to the Board the completion of Mr. Apostolakos' 9-year term at the 8
th
of May 2024 and the consequent need to replace him as an independent non-executive member.
The Board of Directors in cooperation with the Commission have already initiated the appropriate
actions to timely replace it. Until the completion of the 9-year period, the BoD member meets the
independence criteria of article 9 of Law 4706/2020 and continues to fully perform his duties.
Following the above and for reasons of completeness, as already mentioned above, Mr.
Apostolakos, in order to facilitate his succession process, on 15/4/2024 submitted his resignation
as an independent non-executive member of the BoD and a member of the Audit Committee,
stating that the resignation will be effective from the day of the election of his replacement and
until then he will fully perform his duties as a member of the BoD and the Audit Committee. Also,
on 15/04/2024, the independent member of the Board of Directors and member of the Audit
Committee and the Remuneration and Nominations Committee, Mr. Michael Zarkadis, submitted
his resignation, for personal reasons, due to his retirement. Mr. Zarkadis also stated that his
resignation will be effective from the day of the election of his replacement and until then he will
fully perform his duties as a member of the Board of Directors and its committees. The Board of
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Directors in cooperation with the Remuneration and Nominations Committee has already initiated
the process of replacing the above, which is expected to be completed by 3.5.2024 at the latest.
XIII. How the Board of Directors operates
The Board of Directors meets at the headquarters of the Company or the branch maintained by
the Company in Attica, either anywhere in Greece or abroad, in accordance with the terms of the
Law, the Articles of Association and its Rules of Operation. It shall be convened by the President
or his deputy, or whenever requested by at least two (2) of the advisors. The Board of Directors
may meet by videoconference.
The Board of Directors may, by a special decision taken by simple majority of its Members present
and/or represented, delegate part of its responsibilities, including the power of representation and
commitment of the Company, even those assigned to its members in the minutes of constitution
to a body of the Board, with the exception of those exercised collectively, to third parties,
members or not of the Board of Directors, specifying at the same time in its above decision the
extent of the above assignment.
The Board of Directors has a quorum and meets validly if half (1/2) plus one Director are present
or represented. In order to find the quorum number, the fraction that may appear is omitted. The
Board of Directors validly decides by an absolute majority of the Directors present in person or
represented, except in cases for which an increased majority is provided for in the Articles of
Association or the Law. In case of a tie, the vote of the Chairman of the Board of Directors prevails.
In case of personal issues, the Board of Directors decides by secret vote made by ballot. Each
director has one vote, and when representing an absent director he has two (2) votes. A director
who is absent for any reason from a meeting shall be entitled to be represented by another
director, but under no circumstances may a member of the Board represent more than one
director.
During 2023, the Board of Directors of the Company held twenty-four (24) meetings. The following
table lists the participations of each member in the meetings of the Board of Directors:
Member
Attendance at
meetings
Efstratios Andreadis, President & CEO, executive member
24
Anastasia Andreadou, Vice-President, executive member
24
Theodora Koufou, executive member
24
Michael Zarkadis, independent non-executive member
24
Ioannis Apostolakos, independent non-executive member
24
Apostolos Petalas, independent non-executive member
24
Konstantinos Andreadis, executive member
24
Theofilos Mechteridis, non-executive member
23
The above table shows that all members of the Board of Directors participated in all its meetings,
except for the member Mr. Theofilos Mechteridis, who did not participate in one of them. In
particular, he did not participate in the meeting of the Board of Directors dated 12/01/2023
(minutes of the Board of Directors no. 801/12.01.2023), since the issue to be discussed concerned
him (approval of a contract for the provision of customs broker services with the Company).
The independent non-executive members of the BoD, on 25/5/2023, held a joint meeting on the
preparation and approval of the joint report of the independent non-executive BoD members and
its submission to the annual Ordinary General Meeting of the Company's shareholders for the year
2023, as required by article 9 par. 5. Law 4706/2020.
IX. Information on the composition and operation of the Audit Committee
The Company, complying with the requirements of Law 4449/2017, as each listed Company ("of
public interest") has an Audit Committee, which is a Committee of the BoD, consisting of 4
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members of the BoD, of which 3 are independent Non-Executive Members and 1 Non-Executive
Member. The regulation of the Audit Committee is published on the Company's website
https://www.ascompany.gr/.
The Audit Committee of the Company consists of the following members of the Board of Directors:
(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
and Apostolos Petalas, Independent Non-Executive Member of the BoD
The Committee includes three members who have knowledge of accounting and/or auditing, Mr.
I. Apostolakos, Mr. A. Petalas and Mr. M. Zarkadis and its President is Mr. A. Petalas.
Since the Audit Committee is a Committee of the BoD, its term of office is three years, coincident
to that of the BoD, and follows the term of office of the latter. The term of office of the present
Committee expires with the expiration of the term of office of the Board of Directors on 02.06.2025
and is automatically extended until the convening of the Annual Ordinary General Meeting of the
year 2025, during which a new Board of Directors will be elected, if it 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.
The Audit Committee, inter alia, monitors and supervises the conduct of Internal Control by the
Internal Control Unit, cooperates with the Company's auditors and evaluators and submits its
proposals to the BoD.
The Audit Committee meets on a regular basis at least 4 times a year, after the completion of the
quarterly Internal Audit Reports as well as extraordinarily if circumstances arise. Two meetings
shall take place prior to the publication of the half-year and yearly financial statements. During
the meetings, the findings of the audit work of the statutory auditors, the bodies of the supervisory
authorities and the Internal Auditor are evaluated and utilized.
The Audit Committee is convened by its President. The Committee meets with a quorum when at
least 3 of its Members are present. Decisions shall be taken by a majority of its members.
A separate chapter of the Annual Financial Report of the Board of Directors of the company, in
accordance with the relevant directive of the Hellenic Capital Market Commission (no.
427/21.02.2022 – question 13), includes the Report of the Audit Committee, of the Chairman of
the Committee, to the Annual General Meeting of shareholders, for the year 2024, which was
approved on 29.04.2024 at a meeting of the Audit Committee.
X. Information on the composition and operation of the Remuneration and
Nominations Committee
The Remuneration Committee of the members of the Board of Directors was established by
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, its Rules of Procedure were approved. With 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 to Remuneration and Nominations Committee and on the same day its Rules
of Procedure were approved by the Board of Directors. On 30/11/2022 with the no. 793 minutes
of the Board of Directors amended again the Rules of Procedure of the Remuneration and
Nominations Committee. It consists of three non-executive members of the BoD, most of them
independently. An independent non-executive member of the BoD is also its President. The
Committee Rules are published on the Company's website https://www.ascompany.gr/
The current Remuneration and Nominations Committee was appointed under No. 785/02.06.2022
minutes of the Board of Directors and consists of the following members:
(a) Apostolos Petalas, 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
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President of the Commission is Mr A. Petalas.
The term of office of the Remuneration and Nominations Committee follows the term of office of
the Board of Directors and expires on 02.06.2025, and is automatically extended until the
convening of the Annual Ordinary General Meeting of the year 2025, during which a new Board
of Directors will be elected, if it takes place after 2.06.2025.
The Committee shall have the following powers:
1. Regarding the remuneration of the members of the Board of Directors of the Company and the
managers:
(a) formulates proposals to the Board of Directors regarding the remuneration policy which is then
submitted for approval to the General Meeting of the Company, in accordance with articles 110
par. 2 of Law 4548/2018 and 11 approx. a) Law 4706/2020.
(b) formulates proposals to the Board of Directors regarding the remuneration of persons falling
within the scope of the remuneration policy, in accordance with articles 110 of Law 4548/2018
and 11 par. b) Law 4706/2020, as well as regarding the remuneration of the General Manager,
the Company's managers, including the head of the Internal Audit Unit. Remuneration means all
benefits in cash and in kind, 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 4548/2018, in conjunction with article 11 par. c) Law 4706/2020.
(d) examines and recommends the conditions for granting and assisting the variable (except fixed
salary) remuneration of the above (e.g. setting and achieving financial or other performance
targets), if any.
(e) submits proposals to the Board of Directors regarding the terms of contracts of the above
persons, in particular regarding non-salary benefits (e.g. pension / insurance plans) and
compensation in case of withdrawal from the Company.
(f) examines and recommends the level of remuneration of all kinds of non-executive members
of the BoD, in a way that corresponds to the duties they are called upon to perform, based on the
prevailing conditions.
(e) formulates and submits proposals to the Board of Directors regarding any policy related to the
remuneration of the members of the Board of Directors and other managers.
2. Regarding the nomination of candidate members for the Board of Directors of the Company:
(a) Participates in the determination of the selection criteria and the procedures for the nomination
of the candidate members of the BoD.
(b) Submits proposals for Diversity Policy, including gender balance.
(c) Submits proposals to the Board of Directors for the nomination of its candidate members within
the framework of the approved Suitability Policy.
(d) Carries out the process of identifying and selecting candidate BoD members within the
framework of the approved Suitability Policy.
(e) Submits suggestions to the Board of Directors regarding the succession plan for the members
of the Board of Directors and senior management.
(f) Periodically and consistently examines the renewal needs of the Board of Directors.
(g) Monitors the implementation of the Suitability Policy and submits proposals to the Board of
Directors for its revision, if required.
(h) Periodically evaluates the size and composition of the Board of Directors and submits proposals
for examination regarding its desired profile.
(i) Assesses the existing balance of qualifications, knowledge, opinions, competences, experience
relevant to corporate objectives as well as between genders and on the basis of this assessment,
describes the role and competencies required to fill vacancies.
(j) Informs the Board of Directors of the results of the implementation of the Suitability Policy of
the members of the Board of Directors and the taking of any measures in case of deviations.
(k) Following best practices, it determines the evaluation parameters and heads the following:
• evaluation of the body of the Board of Directors,
• individual evaluations of the CEO and the President,
• succession plan for the CEO and the members of the Board of Directors,
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• a targeted composition profile of the Board of Directors in relation to the Company's strategy
and suitability policy.
(l) proceeds to a self-evaluation as a Committee of the BoD, on the initiative of its President.
The results of the evaluation of the Board of Directors are communicated and discussed to the
Board of Directors and are taken into account in its discussions regarding the composition, the
plan for the integration of new members, the development of training programs and other relevant
issues of the Board of Directors. Following the assessment, the Board of Directors is taking action
to address the weaknesses identified.
The Committee meets on a regular basis at least twice a year and extraordinarily if necessary. It
shall be convened by its President and shall meet validly if all its members participate or are
represented at the meeting. A member of the Committee may be represented by another member
by written authorisation. Decisions shall be taken by a majority of its members.
Activities of the Remuneration and Nominations Committee
During fiscal year 2023, the Committee held seven (7) meetings.
Membership
Attendance at meetings
Apostolos Petalas, independent non-executive member
7
Michael Zarkadis, independent non-executive member
7
Theofilos Mechteridis, non-executive member
6
Mr. Mechteridis did not participate in a meeting, since it concerned the recommendation to the
Board of Directors for the approval of a service contract between the Company and himself.
In addition to the meetings/teleconferences, there were also telephone communications between
the members, whenever necessary.
During the above meetings, inter alia, the Committee approved a draft remuneration report for
the year 2022 to the Board of Directors, in view of the Annual General Meeting of the year 2023,
recommended to the Ordinary General Meeting of 2023 regarding the remuneration of the
members of the Board of Directors for 2023 and the pre-approval of those for 2024, and made a
proposal to the Board of Directors regarding the determination of the remuneration of the
members of the Board of Directors and the payment of bonuses to executives of the Company for
the fiscal year 2022, in the context of the implementation of the decisions of the Annual General
Meeting of 2.6.2023. In addition, it approved the signing of a service contract with a non-executive
member of the BoD. and approved an Annual Program of Continuous Training of BoD members.
Finally, it implemented the evaluation process of the BoD (individual and collective), and
Committees, as well as the President & CEO and the General Manager of the company, and
completed the self-evaluation of the Remuneration and Nomination Committee. The evaluation
took place in December 2022 to February 2023, with reference year July 2021 – 2022, and on
13/02/2023, the Committee met to present the results of its evaluation and self-evaluation and to
discuss and decide on the submission of proposals or action plans to the BoD, while on the same
day the above results were also presented to the Board of Directors of the company.
XI. Diversity policy in administrative, management and supervisory bodies
The members of the current Board of Directors have experience covering a relatively wide age
range (ages 44-74) while many 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, import/export, finance, accounting and auditing procedures.
The Board of Directors of the Company, elected by the General Meeting of 2.06.2022, consists of
six (6) men and two (2) women (75% and 25% respectively). The Audit Committee and the
Remuneration and Nominations Committee are composed only of men.
The Company strives to ensure that the Members of the Board of Directors and the Audit
Committee have high professional training and experience, high educational level and
organizational and administrative skills, having served in similar positions.
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The Company and the Group in no way consider gender as a criterion and factor that may in any
way influence the selection or participation of a person in any body or position in the Company, a
fact 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 other representatives of the female gender to the
Board of Directors or 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 Executive Vice-President and Executive Member of the BoD, Mrs. Anastasia
Andreadou, the Executive Member of the BoD, Mrs. Th. Koufou, holds the position of General
Manager of the Company, as well as that of the Manager of the subsidiary in Romania, "AS KIDS
TOYS S.R.L". Management positions in the Company are held by 3 other women, one Director
and two Heads of Departments, The duties of Internal Auditor and Compliance Officer have also
been appointed to women.
XII. Evaluation of the Company's Internal Control System by an independent
evaluator.
According to the provisions of article 14 of Law 4706/2020, 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
approved by the Board of Directors Policy and Procedure for the evaluation of the Internal Control
System, by decision of its Board of Directors in December 2022, the Company assigned the
Assessment of the Adequacy and Effectiveness of its Internal Control System to "KPMG Certified
Auditors SA". Mr. Charalambos Syrounis, Certified Public Accountant with Registration Number
19071, was appointed as an independent evaluator. The evaluation started in December 2022
and was completed on 31.3.2023, having as reference date 31.12.2022 and reference period from
17.7.2021 to 31.12.2022. In the Evaluation Report prepared and sent to the Hellenic Capital
Market Commission, no material weakness of the Company's Internal Control System was found,
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 International
Auditors Ethics Council (IAEC Code) incorporated into Greek Legislation, as well as the ethical
requirements of EU Regulation 537/2014 and Law 4449/2017. The audit / evaluation was carried
out in accordance with the respective Policy included in the Company's Rules of Operation and
approved by the Board of Directors, in accordance with the audit program of the decision of the
Accounting Standardization and Audit (ELTE) No. 40/2022 and the International Standard for
Assurance Operations 3000 "Assurance Projects beyond the Control or Review of Historical
Financial Information".
According to the "Evaluation Report of the Adequacy and Effectiveness of the Internal Control
System" dated 31.03.2023 of the above evaluator, which was sent to the Board of Directors of
the Company and to EK, it is concluded that the evaluator did not become aware of anything that
could be considered as a material weakness of the Company's ICS in accordance with the
Regulatory Framework. The findings, which do not constitute material weaknesses, have been
recorded in the detailed evaluation report.
The Company, after receiving the report, has initiated and implemented the process of gradual
compliance with all the findings of the above audit and recently, in February 2024, a relevant
presentation was made to the Audit Committee.
Indicatively, the following comply actions that have already been implemented by the Company
from April 2023 until the drafting of this Report are mentioned:
An Appendix to the employment contracts of staff on the Obligation of Confidentiality,
Acceptance of Code of Ethics & Non-Conflict of Interest was drafted and adopted in July
2023.
An amendment to the Suitability Policy was made, in compliance with a finding of the
External Audit, in order to include a detailed recording of the independence criteria of
article 9 of Law 4706/2020.
A process of evaluation of the company's personnel was prepared by the HR Manager and
during the 4th quarter of 2023 the 1st evaluation process of all company personnel was
completed.
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The line of reference of the Risk Manager was defined in the organizational chart (minutes
of the Board of Directors of 15.5.2023) and the assignment of Risk Management to PwC
and the appointment of Mr. Spyridon Rasia as Risk Manager were approved (minutes of
the Board of Directors of 25.09.2023).
The Complaint Management Procedure was approved by the Board.
Mrs. Katerina Gratziou was appointed as Compliance Officer and the reference line of the
Compliance Officer, who is part of the Legal Department, was specified in the
organizational chart (minutes of the Board of Directors of 15.5.2023).
In 2023, training activities were carried out to the Board of Directors of the Company,
especially regarding a) regulatory compliance issues, b) the Policy and Procedure for the
Management of Reports concerning violations of EU Law (Whistleblowing), c) Cybrsecurity
issues and d) Risk Management issues.
At the same time, during the year 2023, trainings were conducted to the company's staff
on competition law, Code of Conduct, Regulation on violence and harassment and on the
Policy and Procedure of Whistleblowing.
Also, in 2024, the following actions were initiated or completed in compliance with external audit
findings:
The training of the Board of Directors and staff on the Conflict of Interest Policy was
included in the annual compliance plan for 2024. The training was implemented in
February 2024.
Two trainings of the Board of Directors were held, one in March 2024 on inside information
and on the obligations of persons exercising managerial duties.
The HR manager has started drafting an EXECUTIVE SUCCESSION PLAN.
The drafting of a SUCCESSION PLAN FOR BOARD MEMBERS has been scheduled.
Report on the activities of the Audit Committee for the year 2023 according to article
44 of Law 4449/2017
To the Annual General Meeting of the Company's shareholders, for the year 2024
Major shareholders,
In my capacity as President of the Audit Committee of the Company, I briefly present to you the
Report of the Committee, the content of which has been approved by its members on 29/04/2024
for the closed fiscal year 2023 (01.01.2023-31.12.2023), in order to demonstrate the performance
of the Committee's duties, as well as its contribution and assistance to the Company's compliance
with the provisions of the current legislative and regulatory framework governing its operation.
(1) Purpose
The primary purpose and main concern of the Audit Committee is the support and assistance of
the Board of Directors (BoD) in the exercise of its duties regarding financial reporting, internal
audit, regulatory compliance and management of enterprise risks and the monitoring of
compliance with the respective procedures by the executives and external partners of the
Company.
(2) Composition – Rules of Procedure
The Company, complying with the requirements of Law 4449/2017 and Law 4706/2020, as each
listed Company ("public interest") has an Audit Committee, which is a Committee of the BoD,
consisting of 4 members of the BoD, of which three (3) are Independent Non-Executive Members
and one (1) Non-Executive Member.
The Audit Committee of the Company consists of the following members of the Board of Directors:
(a) Ioannis Apostolakos, Independent Non-Executive Member of the BoD
(b) Michael Zarkadis, Independent Non-Executive Member of the BoD
(c) Apostolos Petalas, Independent Non-Executive Member of the BoD
and Theofilos Mechteridis, Non-Executive Member of the BoD
The term of office of the Audit Committee, as a committee of the BoD, coincides with the term of
office of the existing Board of Directors of the Company, expiring in this case on June 2, 2025 or
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until the date of the convening of the Annual General Meeting of the year 2025, during which a
new Board of Directors will be elected. As President of the Committee Mr. Apostolos Petalas,
Independent Non-Executive Member of the BoD, has been appointed.
The members of the Audit Committee meet the criteria set out in Article 4 of Law 3016/2002 and
Article 44 of Law 4449/2017, namely:
(a) do not hold more than 0.5% of the Company's share capital and
(b) do not maintain any relationship of dependence with the Company or related persons, as this
(relationship of dependence) is specified in particular in the provisions of the above article 4 of
Law 3016/2002.
The members of the Audit Committee have proven sufficient knowledge in the field in which the
Company operates (wholesale), as they participate in its management for a sufficient period of
time, so that they have acquired deep knowledge of the organization, administration and operation
of the Company and its individual divisions and / or have their own corresponding professional
experience. Among the above members, sufficient knowledge in auditing and/or accounting issues
is held by Messrs. Ioannis Apostolakos, Apostolos Petalas and Michael Zarkadis, who have the
corresponding academic education and/or professional experience, which ensures the smooth and
effective organization and operation of the Committee to the maximum extent possible. With the
decision of the Audit Committee dated 02.06.2022, it was determined that the member of the
Committee who will be required to attend the meetings of the Committee regarding the approval
of the financial statements, will be the President of the Committee, Mr. Apostolos Petalas.
It is noted that, because Mr. Apostolakos completes 9 years as a member of the Board of Directors
of the Company on 08.05.2024, he has submitted a resignation statement with an activation date
on the date of his replacement, which shall take place up until the above date, or at any earlier
time his replacement takes place, and has already been initiated by the Remuneration and
Nominations Committee a process of searching and selecting candidates who have an appropriate
profile for the participation of the one who will be selected, as an Independent Non-Executive
Member of the Board of Directors of the Company and as a member of the Audit Committee and
the Remuneration and Nominations Committee, as was Mr. Apostolakos, taking into consideration
of the applied strategy of the Company.
The Audit Committee has a Rules of Procedure, as amended and approved on 30.11.2022. The
regulation is posted on the website of https://ir.ascompany.gr/el/home/.
(3) Meetings - frequency of representation
During the financial year 2023 (01.01.2023-31.12.2023) the Audit Committee met nine (9) times.
Specifically, it met on the following dates: 16/01/2023, 13/2/2023, 3/3/2023, 21/4/2023,
3/5/2023, 25/5/2023, 25/9/2023, 1/12/2023 and 20/12/2023. The attendance of members in
meetings is shown in the table below.
Members of the Audit Committee
Number of participants
Ioannis Apostolakos, independent non-executive member
9
Michael Zarkadis, independent non-executive member
9
Apostolos Petalas, independent non-executive member
9
Theofilos Mechteridis, non-executive member
9
The above table shows that all members of the Commission participated in all its meetings.
The frequency and schedule of meetings is decided by the President of the Audit Committee,
always in consultation with the members. With its decision of 13/02/2023, the Audit Committee
approved an annual schedule of its meetings for the year 2023. For the year 2024, the annual
programming and action plan were approved by the Committee decision of 9.2.2024. The action
plan and meetings of the Committee are dynamic and adjusted if necessary.
Depending on the topics of the meetings and on a case-by-case basis, the Certified Auditors –
Accountants, the Internal Auditor, the Compliance Officer, the Risk Manager, the legal advisor, as
well as other Company Executives who are in charge of the administration and management of
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corporate operations, affairs and activities or other objects related to the responsibilities of the
Committee are invited to participate in the meetings. in order to provide the necessary information
and clarifications. The corporate secretary is also present at the meetings.
(4) Committee proceedings
In particular, with regard to the activities of the Committee during the financial year ended 31
December 2023:
A. Financial reporting process
The Audit Committee was mainly concerned with:
- The procedure and timetable for the preparation of financial information by management. For
this purpose, members of the Committee held online meetings with the competent executives of
the Company's Financial Management, who are in charge of preparing the Financial Reports
(Annual and Semi-Annual), as well as other executives of the Company.
- The update by the Certified Public Accountant on the annual statutory audit program for the
following year, 2024. In this context, an informative meeting was held with the above on
20/12/2023, during which the Certified Auditors presented the planning and methodology of the
audits to be carried out in 2024. The Committee evaluated the statutory audit programme and
was satisfied that it would cover the most important audit areas, taking into account the
Company's main business and financial risk areas. During the fiscal year 2023, the members of
the Audit Committee systematically made several telephone contacts and electronic
communications via email with executives of the audit firm KPMG, who are involved in the audit
of the Company, in order to receive information on the progress of the preparation of annual and
semi-annual financial statements.
- The monitoring, evaluation and examination of the process of drafting financial information, i.e.
the mechanisms and systems for the flow and dissemination of financial information as well as
other published information (stock exchange announcements, press releases, etc.). In particular,
it was found that the financial statements reasonably present the financial position of the company
and the group, their financial performance and their cash flow for the year ended in accordance
with International Financial Reporting Standards (IFRSs), as adopted by the European Union. It
was also verified that these publicity rules were complied with, as well as the possibility of
immediate, unhindered and uninterrupted access to them.
On 21/04/2023, prior to the publication of the annual financial statements, the Audit Committee
held a meeting with the executives of KPMG and approved a report to the Board of Directors for
the preparation and audit of the annual financial statements and the auditor's comments, prior to
their approval by the Board.
Respectively, for the semi-annual financial report, the Audit Committee, after meeting with KPMG's
executives, on 25/09/2023, approved a report submitted to the Board of Directors for the
preparation and audit of the semi-annual financial statements and the auditor's comments.
- The examination of the most material issues and risks that may have an impact on the Company's
financial statements.
B. Internal control and risk management systems procedures
The Audit Committee was mainly concerned with:
- The self-evaluation of the Audit Committee, in accordance with the approved Evaluation Policy
and Procedure, with reference time July 2021 - 2022. The self-evaluation took place in December
2022 to February 2023 and on 13/02/2023, the Committee met to present the results of its self-
assessment and discuss and decide on the submission of proposals or action plans to the BoD,
while on the same day the above results were also presented to the Board of Directors of the
company.
- The independence criteria and conditions for the appointment of the Risk Manager and the
Compliance Officer. On 03/05/2023, the Committee met with KPMG executives who participated
in the external audit of the company's internal control system and made a relevant proposal to
the BoD.
- The monitoring, examination and evaluation of the adequacy and effectiveness of all policies,
procedures and safeguards of the Company regarding the internal control system, in order to
ensure that the main risks (credit risk, liquidity risk, interest rate risk, macroeconomic risk, etc.)
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are properly and fully identified, addressed and disclosed. Regarding the risk management system,
and in compliance with a relevant finding of the external audit, the Audit Committee specified the
criteria for the appointment of the Risk Manager. On 01/12/2023, the Commission held a meeting
with the newly appointed Risk Manager. Mr. Spyridon Rassias and the risk management team of
PwC, to be informed about the progress of the risk management project.
- 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 applicable legislative and regulatory framework in general, while evaluating its
work, adequacy and effectiveness, without, however, affecting in any way its independence.
Regarding the year 2023, the Committee received from the company's internal auditor and
examined its annual report, for the period from 01/01/2023 – 31/12/2023, which included its
annual self-assessment in the context of the Quality Assurance and Improvement Program, the
annual risk assessment by the IAU and the confirmation regarding the access of the Head of the
Internal Audit Unit to all necessary data for the performance of her duties. The annual report was
approved by the Commission on 29/03/2024 and submitted to the Board of Directors on the same
day.
The evaluation of the annual audit program of the internal audit unit. Within the framework of
this responsibility, the Audit Committee approved on 16/01/2023 the annual internal audit
program for the year 2023, the execution of which it monitored. It also held meetings with the
head of the internal audit unit to assess and discuss her recommendations and confirm her
independence after the completion of each audit.
During the fiscal year 2023, a total of six (6) audit objects were audited by the Internal Auditor,
Mrs. Strikou, corresponding to 100% of the total planned audit objects, without, however,
identifying any material findings. The five (5) audit objects concerned the parent company and
one (1) the subsidiary companies.
The Committee received from the internal auditor the reports of the A' B', C' and D' quarter 2023,
which it discussed at its respective meetings on 25/05/2023, 01/12/2023 and 20/12/2023 (for the
fourth quarter, within 2024 – 09/02/2024) and informed the Board of Directors of the Company,
as recorded in the respective minutes of the BoD.
C. External audit of the Certified Public Auditor
The Audit Committee was mainly concerned with:
• Confirmation of the independence, impartiality, objectivity and integrity of the Statutory
Auditor, as well as the effectiveness of the audit process, based on relevant professional
standards and regulatory requirements. In this context, both the Reports submitted by the
Auditor and the relevant declarations of independence contained therein were evaluated.
• The procedure for carrying out the statutory audit of the Company's corporate and
consolidated financial statements (annual and semi-annual), as well as the content of the
main and supplementary reports submitted by the Statutory Auditor. In this context, the
Committee confirmed that the audit of financial statements is carried out in accordance with
the applicable legislative framework, i.e. International Auditing Standards (IFRS) and the
ethics rules imposed by the auditor.
• The examination of the proposal of the Audit Firm "KPMG Certified Auditors SA" for the
mandatory audit of the financial statements of the company and the Group for the year 2023,
as well as for the granting of a tax certificate, and the recommendation to the Board of
Directors for the assignment of the above services to the above company, based on the
positive experience of previous years and the relevant offer submitted (Committee meeting
on 25/05/2023. The proposal was accepted by the Board of Directors. and then by the 2023
Annual General Meeting.
• The provision to the Company of any additional services by the Audit Firm to which the
Statutory Auditor belongs. In this context, it confirmed that the additional benefits provided
to the firm by KPMG Certified Auditors SA related to permitted audit and non-audit services.
The non audit services concerned the external evaluation of the Company’s Internal Control
System which was completed on 31.03.2023 (see. Directly under D.) which was conducted
by other KPMG auditors.
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In order to follow up on the above, in 2023 there were many telephone contacts and electronic
communications via email, between members of the Committee, the Auditor and other KPMG
executives.
In addition to the above contacts and communications, during 2023 the following meetings were
held with the executives of the audit firm, via teleconference:
• on 21/04/2023, 25/09/2023 and 20/12/2023.
In general, the Committee’s cooperation with the external auditors is considered to be very
positive, with a direct flow of information and ease of communication whenever necessary. The
auditors confirmed their excellent cooperation with all departments of the Company related to the
audit they carried out.
D. External Evaluation of the Internal Control System
The Committee monitored the state of progress of the external evaluation and compliance with
the findings obtained. Especially:
The external evaluation according to Law 4706/2020, following a relevant recommendation of the
Audit Committee to the BoD, was assigned to KPMG, which appointed its executive Mr.
Charalambos Syrounis as evaluator. The audit was conducted by KPMG during the period
December 2022-March 2023, and the appointed evaluator prepared the "Report on the Evaluation
of the Adequacy and Effectiveness of the Internal Control System" of AS COMPANY S.A. dated
31.03.2023 (external audit in conducted in accordance with article 14 par. 3 par. i and 4 of Law
4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the HCMC. The report was
communicated to a) the BoD, b) the Audit Committee and c) the Hellenic Capital Market
Commission.
According to the conclusion of the Evaluation Report "[..] Based on our work, as described above in
the paragraph "Scope of Work Performed", as well as the evidence obtained, regarding the assessment of
the adequacy and effectiveness of the Company's ICS, with reference date 31 December 2022, we have not
become aware of anything that could be considered as a material weakness of the Company's ICS under
the Regulatory Framework". Any further findings, which do not constitute material weaknesses, have been
recorded in our detailed evaluation report to the Board of Directors and the Audit Committee of the
Company, as required by the Regulatory Framework [...]".
According to the evaluation report, none of its "findings" were considered significant (high risk)
as they were all classified as "medium" or "low" risk.
The findings concerned the following controlled areas: (a) Control environment, (b) Risk
management. (c) Control mechanisms and safeguards, (d) Information and communication
system and (e) Monitoring of the ICS. The Company proceeds to gradual substantial compliance
with the findings of the external audit and the Committee closely monitors the whole process. In
this context, in February 2024, a presentation was made to the Committee by the Compliance
Officer regarding the individual actions already implemented and those under way, in order to
achieve compliance with the findings.
E. Cooperation with the Compliance Officer
The Audit Committee took note of the quarterly reports of the Compliance Officer and was
informed of and monitored all actions taken by it during the year 2023, in accordance with the
approved Monitoring Plan. The individual actions concerned training of the Board of Directors and
staff, preparation of a list of the Company's trademark registrations, the expiration of which must
also be monitored by the Company, preparation of a Check list for the evaluation of suppliers & a
Supplier Code of Conduct, amendment of the Company's Suitability Policy (in compliance with a
finding of the external audit), preparation of a Policy and Procedures for the Management of
Reports concerning violations of the EU Law, preparation of a Procedure for Health & Safety at
Work, sending a Letter from the Compliance Officer to all AS staff on "RULES FOR ACCEPTING
AND OFFERING GIFTS DURING HOLIDAYS", to remind them of the provisions of the Company's
Code of Ethics and Ethical Conduct, preparation of a table for the evaluation of the Company's
suppliers by the respective business owners, the drafting of a Code of Conduct for Suppliers and
special terms drafting – annex to the personnel employment contracts for confidentiality and the
Acceptrance of the Ethics and Non Conflict-of-Interest code.
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Also, as mentioned above, the Audit Committee was informed in February 2024 by the Compliance
Officer regarding the Company's gradual compliance with the medium or low risk findings of the
conducted external audit.
F. Sustainable development
The Company does not have a registered sustainable development policy, since, based on its
characteristics, it is not obliged by law. However, it is committed to regulatory compliance and
business ethics, ensuring the health and safety of employees, customers and visitors, creating
and distributing direct economic value to stakeholders, creating jobs, creating safe products,
responsible communication policy with customers and consumers of its products, active and
responsible social contribution through targeted actions, The protection of human rights, equal
treatment and the avoidance of any discrimination at work and the investment in the training /
development of its employees and executives.
It is noted, for the sake of completeness of this Report, that during the financial year 2023, the
Audit Committee had full and unhindered access to all information necessary and necessary for
the exercise of its duties, while the Company's Management provided it with the necessary
infrastructure and spaces for the effective execution of its work.
All Members of the Audit Committee are confident that our Committee has performed its duties in
full, in accordance with the provisions of the current legislation, contributing to the promotion of
corporate governance and the general work of the Board of Directors, safeguarding the interests
of the Company's shareholders.
Finally, I would like to thank the Internal Auditor and the Company's executives for the support
they provided and the spirit of cooperation they showed to the Committee throughout the
aforementioned period, as well as the Members of the Committee Mr. I. Apostolakos, Mr. Th.
Mechteridis and Mr. M. Zarkadis for the harmonious and constructive cooperation.
G. CORPORATE SOCIAL RESPONSIBILITY
Generally
Corporate Social Responsibility is a priority for us, as it reflects the core values of the society in
which we operate and expresses our moral commitment. At AS Company, we are fully committed
to providing high quality products, since the safety and quality of our toys are a fundamental
principle of our operation. Based on these principles, our action is shaped and our strategy for the
future is defined, always oriented to our mission to offer joy and knowledge to children of all ages.
Our values and actions aim to contribute to society, respect our employees and the protection of
the environment, expressing our commitment to continuous improvement and social welfare.
Responsibility for the Market
AS recognizes the importance of ethical values as central to its operation. Through our Code of
Ethics, we are committed to integrity, responsibility, respect, compliance with professional
standards, compliance with laws and regulations, transparency, quality of our services, and the
protection of human rights, which are the basic principles of Corporate Social Responsibility.
Our cooperation with accredited laboratories, the regular checks on all our products, and our
compliance with European standards, directives, regulations and local legislation ensure the
absence of harmful substances and the high quality of our products. In this way, we offer safety
and quality, encouraging growth and creativity in the next generation. The Quality Assurance
Department is responsible for the control and compliance with the safety and quality standards of
the products.
As far as the production line is concerned, AS, as part of its partnership with Disney, ensures that
the relevant products it manufactures in third countries are selected by suppliers that comply with
its Code of Conduct. This implies that manufacturing plants are subject to regular audits and
inspections by authorized social compliance monitoring organizations.
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Responsibility for Society
AS considers giving back to society as fundamental values. With initiatives focused on improving
social conditions, it seeks to contribute to the development of children and young people, who
are the future and evolution of society. It actively supports humanitarian actions and initiatives
aimed at real change and creating long-term results. Through a Corporate Social Responsibility
program, it carries out actions to support vulnerable social groups
In this context, 4,352 toy pieces were made available through product donations in 2023.
AS supported "Make a Wish" Greece during the Christmas period in their action "Wish celebrations
in hospitals" and undertook the sponsorship of 702 toys worth € 5,230.68, in the Pediatric
Oncology hospitals of the country.
We collaborated with STATUS FM in the action "WE GIVE A SMILE TO THE CHILDREN OF
THESSALY", where a mission was organized in consultation with affected schools and we fully
undertook the sponsorship of the 408 games (€ 2,225.04) that were distributed on Friday,
December 15 to students of 25 schools, kindergartens and primary schools of the Municipality of
Palamas.
We participated in the "1st Christmas Smile Bazaar of Thessaloniki" organized by The Smile of the
Child Organization 1-10/12/2023 with the sponsorship of 120 games.
We organized together with the Department of Pedagogy of IEK Delta joy celebrations during the
Christmas period at the Children's Village of Filyro in Thessaloniki and at the Children's Home of
Neos Kosmos in Athens, where students of kids’ education offered toys and creative activities to
children in the company of toys of AS Company,
In the context of its ongoing commitment to social welfare, the Company maintains a sense of
responsibility towards society as a whole. Through the offer of an extensive series of product
donations, it supports with concrete and tangible actions various bodies and associations as well
as many local bodies and social groceries, there is a detailed reference in the table* below.
These organizations and associations prove decisive in strengthening and supporting mainly
children and families in need, contributing to the relief and improvement of their living conditions.
H. ENVIRONMENTAL & WORK ISSUES
Responsibility for the Environment
The Group, in the context of its operational activities in the countries where it operates, does not
undertake the processing of the products it places on the market. At the same time, the Group's
facilities are distinguished for their low impact on the environment, reflecting the commitment to
environmentally responsible operation. Believing that the effective management of environmental
resources and the protection of the ecosystem is a common concern, the Group seeks to ensure
that the products it offers to the market comply with environmental criteria, thus encouraging a
sustainable and ecologically responsible consumer behavior.
The Product Marketing Department is diligently implementing and expanding the "Reduce-
Remove-Recycle-Materials" strategy, which was adopted in 2021, seeking to optimize production
processes and promote more sustainable methods of managing the materials used in its products.
Reduce: The volume of paper and plastic parts in packaging is systematically reduced. The
packaging box on the products of our educational brand "Eksypnoulis" was redesigned and
reduced, 33 codes with a 25% packaging reduction that began to be available in the market of
Greece and Romania from the last quarter of 2023. From the board games category in 2023,
packaging paper was reduced by up to 30% in 5 codes (27,000pcs) and all new products included
in the category (13 new products, 63,000pcs) were designed to comply with the environmental
criteria of our strategy. The number of paper packaging/boxes for children's puzzles was reduced
by 19% to 34%. At the same time, the company Silverlit, of which AS has the exclusive
distribution, also proceeded to eliminate plastic in its packaging with a percentage of more than
80% while gradually replacing in all its toys, where batteries are required, either rechargeable
batteries or usb charging.
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Remove: We systematically remove non-recyclable materials from products and packaging, such
as shrink wraps, pvc blisters, etc. Removal of internal polybags for the contents of paletina &
replacement with corresponding craft paper bags. Removal of internal plastic films from board
game cards & replacement with corresponding paper ones (38.000pcs).In the year 2023, in all
Easter toy packages, the method of lamination was not applied, As a result, 107,000 boxes were
created, fully recyclable. As part of this strategy, the company IMC that AS distributes in the Greek
market gradually changes its packaging by removing plastic parts. We first saw their application
in fluffy Interactive. Milo: Plastic Free Packagin 6.300pcs & Bella: 30% Recycled Pet Packaging
4.500pcs
Recycle: We seek and use raw materials from suppliers with recyclable sources and ecological
certifications such as FSC. In 2023, the development and launch of new products from our new
scooter brand Shoko with FSC packaging certification continued. We continue to include in our
range products of Clementoni's Play for future range, from recyclable and recycled materials,
showing its commitment to more responsible and sustainable products. We launched for the first
time in the Greek market Bluey products from HTI (7.860pcs) that have FSC – Packaging
certification. Also, in collaboration with Disney, the plush products of the series that were
distributed in the Greek market were filled with 100% recycled polyester (107,000 pieces made
with recycled stuffing)
In addition, in 2023 we recycled a total of 11.9 tons of paper mass and 898 kilos of plastic through
a certified recycling company.
Materials: We select and develop products from natural materials. In 2023, new codes were
added to the Magnet, Art & Craft Box range of premium educational products as well as the launch
of the Paint & Frame series that has paper as its main material.
Solar park
The Company, respecting the environment, adopts practices that save valuable energy resources.
The company proceeded with the construction of a solar energy facility with the aim of
contributing to reducing dependence on conventional energy sources and promoting the
company's sustainability, knowing that the use of clean energy from renewable sources
contributes to the reduction of greenhouse gas emissions and the protection of the environment.
The park was created on the roof of the building and has a photovoltaic capacity of 145 kW. The
production of the park covers exclusively the energy needs of the company, without injecting into
the grid or storing excess energy in batteries.
This investment demonstrates the company's commitment to reducing its ecological footprint and
promoting sustainability in all its activities.
MATERIAL RECYCLING (Group total)
MATERIAL
CALCULATED
VOLUME
UNIT OF MEASURE
TOTAL VALUE
Plastic and paper
packaging
194.393,02
Kilos
14.100,72€
Electric devices (toys
run on batteries)
208.668,69
Kilos
53.018,37€
Batteries
606.615
Units
19.987,88€
AS seeks to achieve its corporate goals by combining its contribution to sustainable development
with the satisfaction of consumer needs. With absolute respect and responsibility towards the
environment, it promotes a progressive approach founded on the construction of a sustainable
future for children and families. Through the creation of innovative products and experiences, the
company provides children with a play environment that inspires, entertains and promotes their
development.
On 31/10/2023, the submission of the company's published non-financial information for the fiscal
year 2022 to the ATHEX ESG Data Portal was completed, while additional information and
corrections were submitted on 02/11/2023. Both submissions were made within the time limit and
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Annual Financial Report
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43
in due time. Also, the Company submitted on 31.01.2023 to a publicly accessible electronic
database implemented and operated by the Natural Environment and Climate Change
Organization, a report on its carbon footprint for the reference year 2022, in compliance with the
applicable legislation.
Employment
AS is its people who daily support its operation and progress.
Selection, placement in specific jobs, assignment of tasks and corresponding remuneration are
based on the principles of equal treatment and meritocracy.
The Company's management of Human Resources issues and employee relations affect its
performance and consequently constitute an important lever for its long-term development.
In this context, the Group pays particular attention to providing a positive, productive and safe
working environment, while implementing a recruitment and staffing policy aimed at the
development of its employees and the development of their skills. The key points of its policy
are:
• It provides equal recruitment opportunities to external candidates, based on merit, according
to the specifications of each job.
• It provides equal opportunities for development to its employees, in order to ensure equal
opportunities and the fight against discrimination through internal mobility and promotion
procedures.
• The new jobs are covered either by internal transfer - promotion of employees by direct
proposal for change of position - promotion to an employee or by a new hire, without
discrimination for any reason (gender, nationality, religion, political or other opinions, disability,
sexual orientation, etc.).
• Applies a fair remuneration and benefits policy.
• Implements a staff evaluation system on an annual basis. The evaluation of the personnel was
completed in early 2024 and its results were presented on 12/02/2024 to the Board of Directors
of the Company, which took into account the results of the evaluation and discussed regarding
improvement moves and the adoption in the future of evaluation 360 (ie evaluation by both
supervisors and subordinates).
The gender profile of the Group's employees is mixed, employing men by 53% and women by
47%.
The Group's relations with the staff are excellent and there are no labor issues.
The consequence of these relationships is the lack of court cases related to labor issues.
Staff Training & Retention
The philosophy of the Company is "lifelong learning" and its purpose is to maintain a well-trained
Human Resources that meet the requirements of their role, the modern market requirements that
shape new needs in skills, as well as the possible intra-company changes in the working
environment.
For this reason, the Company attaches importance to the training of its employees.
In the context of the educational process, the appropriate programs are selected, their content is
designed, implemented and the appropriate evaluation data are kept.
The purpose of the training programs is to improve the subject of employees, to provide them
with know-how in their work, to deepen and develop their skills, in order to enhance their
performance and contribute to the achievement of corporate goals.
The first training program for each employee is the onboarding program, through which newly
hired employees are informed about the structure of the Company, their job position, the Internal
Regulation of Labor and Operation of the Company, its computer systems, as well as the corporate
policies and procedures that concern them.
The annual training plan for each year is prepared by the end of the previous one by the Directors
/ Heads of Departments in collaboration with the HR department. For the development of the
annual training plan, the following parameters are taken into account:
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Annual Financial Report
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44
• The Company's strategic objectives
• Last year's trainings, programs, program evaluation and participants
• The educational needs of each department and each employee in relation to the individual
development of his/her skills and subject matter
• The available budget of the Company for the implementation of the trainings
Based on the needs and suggestions of all departments, the Company creates the annual training
plan of AS Company that is gradually implemented next year.
All programs, internal trainings and trainings by external implementing bodies, are evaluated for
their effectiveness and implemented either in person or remotely (e-learning).
Goal Setting-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
procedures described in its Rules of Operation. To this end, in 2023, the Company's HR
department completed the creation of an employee evaluation system, in order to identify
strengths, areas for improvement and training needs, always aiming at retaining, developing and
rewarding talented and efficient employees. At the same time, the Company sets every year the
bonus schemes of the executives, which include goal setting and linking it to bonuses for achieving
the goals.
Health & Safety
Creating a safe and healthy working environment is a priority for the Group. 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 at all Company facilities (Athens and
Thessaloniki).
➢ The Company provides occupational doctor services in accordance with the requirements
of the legislation.
➢ Regular training of employees to deal with safety and health emergencies, both for
themselves and for visitors to the Company's facilities. At the same time, an internal Fire Safety
and First Aid team has been created, while care has been taken to place safety-related markings
on the premises.
➢ Free provision to all staff of Group Private Medical Insurance, providing in addition the
possibility for the inclusion in the insurance program of dependent members of the employees'
families with a subsidy of part of the premium by the Company.
Respect for People
The Company adopts policies aimed at protecting Human Rights in the workplace with main axes:
• the Internal Labour Regulation
• the Internal Rules of Operation
• Human Resources Policies
• the Code of Ethics and Ethical Conduct
• the Policy on Violence and Harassment in the Workplace
All policies and regulations are available on the Company's intranet and individual updates have
been implemented to all staff.
Business Ethics and Regulatory Compliance
The Company focuses on three main axes: corporate governance, business ethics and work
solidarity behavior.
In this context, the Company implements and disposes of the following:
• Internal Rules of Operation
• Code of Ethics and Ethical Conduct
• Audit Committee
• Internal Audit Department
• Nomination and Remuneration Committee
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• Compliance Officer
• Procedure for informing Top Management and Internal Audit of any incident of fraud or
corruption
Protection of personal data
The Company is dedicated to protecting the confidentiality and privacy of the information provided
or collected by it 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 set up a Personal Data Breach & Leakage Response Team and the proper
maintenance of the system is regularly inspected by the Data Protection Officer (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 Personal Data Protection Officer, in cooperation with the HR and IT department
managers, carries out actions of continuous awareness and information of the Company's staff on
the proper processing of the personal data he manages, as well as regular relevant tele-trainings
to all employees.
I. OTHER MATTERS-OWN SHARES
The Company has specialized executives who conduct market research on game trends in the
markets of Greece and abroad and propose to the Group's Management the development of
games that suit the preferences of consumers in the markets where the Group operates.
Participation in International Exhibitions helps significantly in this direction.
I.A. INFORMATION ON ACQUIRED OWN SHARES article 49 par.2 of Law 4548/2018
On 25.06.2023, the share buyback program, which had been approved by the Annual General
Meeting of shareholders of June 25, 2021, in accordance with the provisions of article 49 of Law
4548/2018, expired.
Subsequently, pursuant to the decisions of the Annual General Meeting of shareholders of
23.06.2023 and the decision of the Board of Directors of 23.02.2024, in the context of the Own
Share Acquisition Program, the Company announced on 23.02.2024 the commencement of the
implementation of the new Own Share Acquisition Program. In the context of an own share
acquisition program and to date, 69,169 own shares have been purchased with a total nominal
value of € 45,651.54 representing 0.52696% of the capital with an average purchase price of EUR
2.0215956 per share.
I.B. COMPLETION OF THE EVALUATION OF THE ADEQUACY AND EFFECTIVENESS OF
THE EES
The assessment of the adequacy and effectiveness of the ICS for the period 16/7/2021 to
31/12/2022, as provided for in the provisions per. I of par.3 and para. 4 of article 14 of Law
4706/2020 and the decision 1/891/30.9.2020 of the Board of Directors of the Hellenic Capital
Market Commission, conducted by the Certified Public Accountant, was completed on March 31,
2023. In the Evaluation Report prepared and sent to the Hellenic Capital Market Commission and
the Company, no material weakness of the Company's Internal Control System was found, in
accordance with the Regulatory Framework.
I. DIVIDEND POLICY
The Company's Management, having positively assessed the financial results of the year as well
as its high liquidity, intends to propose to the next Ordinary General Meeting of the year 2024,
the distribution of a gross dividend of 0.13684 euros per share. The proposed distribution is
subject to the approval of the Annual General Meeting of Shareholders.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
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46
IA. EXPLANATORY REPORT OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS (article 4 par. 7 of Law 3556/2007)
This explanatory report of the Board of Directors to the Annual General Meeting of the Company's
Shareholders contains detailed information regarding the issues of paragraph 7 of article 4 of Law
3556/2007 and is incorporated in the report of the Board of Directors.
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 registered shares, with a nominal
value of sixty-six euro cents (€ 0.66) each.
The Company's shares are listed for trading in their entirety on the Athens Stock Exchange.
The Company holds 69,169 own shares at the time of writing. The number of shares with voting
rights is 13.056.851.
The rights of the Company's shareholders deriving from its share are proportional to the
percentage of the capital corresponding to the paid-up 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 Company shares
The transfer of the Company's shares takes place in accordance with the Law and there are no
restrictions on their transfer under the Company's Articles of Association, especially given that
they are dematerialized shares listed on the Athens Stock Exchange.
There has been no change during the fiscal year 2023 and until the time of writing.
C. Significant direct or indirect participations within the meaning of articles 9 to 11
of Law 3556/2007
The shareholders (natural or legal persons) who held, directly or indirectly, on 31.12.2023, more
than 5% of the total number of shares and the relevant voting rights of the Company are listed
in the table below.
Name of shareholder
Percentage of participation*
1. Andreadis Efstratios
32,2751%
2. Andreadou Anastasia
31,996%
* Concerns Share Capital and voting rights
On 23/01/2023, the transfer due to parental benefit of shares of Mr. Efstratios Andreadis to his
sons, Konstantinos and Evangelos Andreadis, of two hundred thousand (200,000) common shares
of the Company, corresponding to 1.523695% of its voting rights, was completed. Specifically,
Mr. Efstratios Andreadis, who held until the above transfer 4,416,287 shares, i.e. 33.64529% of
the total number of shares of the Company and 33.8061% of the shares having voting rights,
transferred due to 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 has now
fallen from 33.8061% to 32.2751% of the total voting rights.
There have been no other changes from the reference date 31.12.2023 until the time of drafting
this document regarding the other shareholders (natural or legal persons) holding, directly or
indirectly, more than 5% of the total number of shares and the relevant voting rights of the
Company.
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D. Shares conferring special rights of control and a description thereof
There are no shares of the Company that confer on their holders special rights of control.
There has been no change during the fiscal year 2023 and up to the time of writing.
E. Restrictions on voting rights
The Articles of Association of the Company do not provide for any restrictions on voting rights
deriving from its shares, except those provided for by Law for its own shares.
There has been no change during the fiscal year 2023 and up to the time of writing of the present.
F. Shareholders' agreements known to the Company involving restrictions on the
transfer of shares or the exercise of voting rights
The Company is not aware of the existence of agreements between its shareholders which entail
restrictions on the transfer of its shares or on the exercise of voting rights deriving from its shares.
There has been no change during the fiscal year 2023 and up to the time of writing of the present.
G. Rules for the appointment and replacement of members of the Board of Directors
and amendment of articles of association
The rules provided by the Company's Articles of Association for the appointment and replacement
of the members of its Board of Directors and the amendment of its provisions do not differ from
those provided for in the Law.
H. Competence of the Board of Directors or certain of its members to issue new or
purchase own shares
The General Meeting of the Company decides, alone (according to article 23 et seq. of Law
4548/2018 – with the quorum of article 130 par. 3 & 4 and the majority of article 132 par. 2 of
the same law) the share capital increase by issuing new shares. The acquisition and treatment of
own shares by the Company takes place within the framework of the provisions of Articles 49 et
seq. Law 4548/2018. The statutes do not provide for different provisions from those laid down by
law in these matters.
The total number of shares of the Company traded on the Athens Exchange amounts to
13.126.020 shares.
IB. Significant agreements that enter into force, are amended or expire in the event
of a change of control following a public offer and the effects of such agreements
There are no agreements, which enter into force, are amended or expire in the event of a change
in control of the Company following a public offer.
There has been no change during the fiscal year 2023 and up to the time of writing of the present.
M. Agreements with members of the Board of Directors or senior management of
the Company regarding compensation in case of termination of cooperation or
termination of term for any reason
There are no agreements of the Company with members of its Board of Directors or with its staff,
which provide for the payment of compensation especially in case of resignation or dismissal
without valid reason or termination of their term of office or employment due to a public offer.
There has been no change during the fiscal year 2023 and up to the time of writing of the present.
N. IMPORTANT EVENTS BEYOND THE END OF 2023
A. Investment Activity
In the context of a decision of the Company's Management for the acquisition of real estate for
potential future tourist development in the region of Crete, from the end of 2023 until the drafting
of the present, the following property was acquired:
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On 29/01/2024, a plot of land in the real estate area "Epano Pines" of Elounda, Agios Nikolaos,
Lasithi, adjacent to other properties acquired by the Company in 2022, and in 2023 in the same
region of an area of six thousand six hundred sixty-eight square meters (6.668 sq.m.),
approximately at a price of € 205,000.00.
It should be noted that the main and basic activity of our Company remains the children's play
industry. These investments are part of the overall plan for the more efficient utilization of the
high liquidity available to the Group and the possible future activity in the tourist accommodation
sector.
There are no other events subsequent to the Financial Statements concerning either the Group or
the Company that are required to be reported by International Financial Reporting Standards.
O. ALTERNATIVE PERFORMANCE METRICS ('EMPS')
For the analysis of the Company's and the Group's performance, "comparable" figures are used,
which are calculated by adding – subtracting items presented in the Financial Statements prepared
in accordance with International Financial Reporting Standards.
EBITDA ratio
This indicator is obtained by deducting administrative, distribution and research expenses from
gross profit plus other income. This indicator provides useful information for the analysis of the
operating performance of the Company and the Group.
The evolution of the index for the Group in the corresponding twelve months of 2021, 2022 and
2023 was as follows:
31.12.2023
31.12.2022
31.12.2021
EBIDTA
5.499.810
4.658.993
3.882.380
% in sales
19,16%
16,26%
17,11%
Leverage Ratio and Net Debt Ratio
This indicator is obtained by adding the items Current debt liabilities in addition to the Long-term
debt obligations from which Cash and cash equivalents and Short-term investments are deducted.
The effect of these funds is divided by Own Funds to calculate the leverage ratio. The Group uses
this indicator to assess its liquidity. Following the application of IFRS 16, financial liabilities related
to leases are included in the calculation of net debt from 2020 onwards.
The evolution of the index for the Group in the corresponding twelve months of 2021, 2022 &
2023 was as follows:
31.12.2023
31.12.2022
31.12.2021
% net debt / equity
-37,96%
-50,91%
-57,03%
Net Debt
-13.810.649
-17.528.096
-19.180.499
Net Working Capital Ratio
This indicator results from the addition of Inventories, Receivables from Customers and Other
Assets minus Trade and Other Current Liabilities. The Group uses this indicator to assess its
liquidity, excluding cash and fair value investments.
The evolution of the index for the Group in the corresponding twelve months of 2021, 2022 &
2023 was as follows:
31.12.2023
31.12.2022
31.12.2021
Net Working Capital
14.822.534
10.124.584
10.010.264
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49
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Thessaloniki, 29 April 2024
THE CHAIRMAN OF THE BOARD OF
DIRECTORS
THE MEMBER OF THE BOARD OF
DIRECTORS
& MANAGING DIRECTOR
EFSTRATIOS K. ANDREADIS
THEODORA D. KOUFOU
ADT AP 235479
ADT AN 233404
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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III. INDEPENDENT AUDITOR'S REPORT
KPMG Certified Auditors S.A.
44 Syngrou Avenue
117 42 Athens,
Greece
Telephone: +30 210 6062100
Fax: +30 210 6062111
Email: info@kpmg.gr
Independent Auditor’s 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 2023, 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 2023 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.
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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
0The Company’s and the Group’s inventories
amount to EUR 6 867 thousand, as valued
after the impairment provision of approximately
EUR 547 thousand.
1Inventories 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.
2Management'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.
3Inventories 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.
4
5Our 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 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.
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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 13 209 thousand and EUR 14 638
thousand respectively, against which an
impairment provision of EUR 111 thousand
and EUR 151 thousand respectively 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.
In order to evaluate the future factors, we
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, on a sample basis, regarding the
accuracy and completeness of the time
analysis and maturity position determined by
this report.
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.
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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
6The 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.
7In 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.
8The 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 auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs 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.
We also:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
54
Report on Other Legal and Regulatory Requirements
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 auditor’s report to the related disclosures in
the Separate and Consolidated Financial Statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our 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 auditor’s 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
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
55
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 2023.
(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 29 April 2024, 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.
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.
6. Assurance Report on the European Single Electronic Reporting Format
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
56
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 2023 in XHTML format
«213800NW1S2T9JRVU437-2023-12-31-el.xhtml», and also the file XBRL
«213800NW1S2T9JRVU437-2023-12-31-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 2023, 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
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
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
57
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 2023 in XHTML format «213800NW1S2T9JRVU437-2023-12-31-
el.xhtml», and the XBRL file «213800NW1S2T9JRVU437-2023-12-31-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, 29 April 2024
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 2023 to 31 December 2023
58
AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS
S.A.
ANNUAL FINANCIAL STATEMENTS
(CORPORATE & CONSOLIDATED) AS OF DECEMBER 31, 2023
In accordance with International Financial Reporting Standards as adopted
by the European Union
It is confirmed that the attached Annual Corporate and Consolidated Financial Statements as at
December 31, 2023 are those approved by the Board of Directors of ''AS COMMERCIAL
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.'' on April 29, 2024 and have been
made public by posting them on the Internet, at www.ascompany.gr address, where they will
remain available to the public for a period of at least ten (10) years.
Efstratios K. Andreadis
President of the Board & CEO
AS COMPANY A.E.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
59
IV. ANNUAL FINANCIAL STATEMENTS
A. ANNUAL STATEMENT OF FINANCIAL POSITION
Amounts expressed in euro
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Note.
Non-current assets
Owner-occupied tangible fixed assets
7.1
4.270.393
4.193.286
Investment Properties
7.3
3.995.880
2.201.615
Intangible assets
7.2
506.000
561.862
Rights to use leased assets
7.1
417.292
124.318
Participations in subsidiaries
7.4
550.000
550.000
Other non-current assets
7.5
46.127
75.689
9.785.693
7.706.770
Current Assets
Inventories
7.6
6.867.256
7.662.384
Receivables from customers
7.7
13.209.432
7.351.284
Investments in fair value through profit or loss
7.8
10.882.547
10.122.493
Other current assets
7.9
767.026
558.329
Cash and cash equivalents
7.10
1.246.549
5.615.842
32.972.809
31.310.331
TOTAL ASSETS
42.758.502
39.017.101
OWN FUNDS AND LIABILITIES
Equity
Paid-up share capital
7.11
8.663.173
8.663.173
Other reserves
2.131.433
1.981.162
Remaining profits going forward
24.555.020
22.419.051
Total Equity of shareholders of parent
company
35.349.627
33.063.386
Total Equity
35.349.627
33.063.386
Long-term liabilities
Long-term Liabilities from leases
7.12
368.878
47.471
Deferred tax liabilities
7.13
112.274
6.555
Obigations to staff due to departure from
employment
7.14
101.182
83.865
Other long-term liabilities
7.15
27.272
32.224
609.605
170.115
Short term Liabilities
Debts owed to suppliers
7.16
3.788.154
2.210.652
Short-term debt obligations
7.17
0
20.825
Short-term lease liabilities
7.12
51.745
84.595
Other short term liabilities
7.18
2.959.371
3.467.528
6.799.270
5.783.599
Total Liabilities
7.408.876
5.953.715
TOTAL EQUITY AND LIABILITIES
42.758.502
39.017.101
The accompanying notes set forth on pages 58 to 104 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
60
B. ANNUAL STATEMENT OF TOTAL INCOME
Amounts expressed in euro
GROUP
COMPANY
Note.
1.01 to
31.12.2023
1.01 to
31.12.2022
1.01 to
31.12.2023
1.01 to
31.12.2022
Turnover
7.19
26.441.071
26.465.125
Cost of sales
7.20
-14.835.933
-16.399.610
-14.565.066
-16.103.512
Gross Profit
11.876.006
10.361.613
Other operating income
7.21
255.346
496.496
Administrative expenses
7.22
-3.104.737
-2.800.810
-2.825.308
-2.550.593
Disposal operation costs
7.23
-5.752.348
-5.484.094
-5.080.265
-4.954.745
Research and development costs
7.24
-195.534
-183.820
-195.534
-183.820
Income / (Expense) impairment of trade receivables
-56.398
-16.229
38.950
Earnings before tax, financing and investment
results
4.014.017
3.207.901
Income / (Expenses) of financial operation - net
7.27
-826.498
1.088.503
394.384
Profit before tax
5.102.520
3.602.286
Income Taxes
7.28
-1.420.691
-702.753
-1.297.803
-596.863
Net Profit After Tax
3.804.717
3.005.423
Other Total Income not subsequently
reclassified in profit or loss:
Actuarial gains/ (losses) from defined benefit plans
7.14
1.767
18.834
Deferred Tax
-389
-4.143
-389
-4.143
Total Other Income not subsequently
reclassified in profit or loss
1.378
14.690
Other Total Income which may be classified
subsequently in the profit or loss:
Effect of exchange rates from conversion of financial
statements into foreign currency
-4.183
-245
0
0
Other Total Income for the Year
-2.805
1.378
14.690
Aggregate Total Income for the Year
3.806.095
3.020.113
They are divided into:
Company Shareholders
3.806.095
3.020.113
Earnings after tax per share - basic (in €)
12
0,2912
0,2300
Diluted earnings per share
0,2912
0,2300
Earnings before interest, tax, depreciation and
amortization
7.26
4.664.520
3.732.704
The accompanying notes set forth on pages 58 to 104 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
61
C. ANNUAL STATEMENT OF CHANGES IN EQUITY
Amounts expressed in euro
Group
Share
Capital
Other
reserves
Balance of
earnings
going
forward
Total
Equity at Period Commencement
(1.01.2022)
Profit after tax
Exchange differences & other reserves
-245
-245
Actuarial gains/ (losses) from defined benefit
plans
Deferred actuarial gain/(loss) tax
-4.143
-4.143
Other total income
-245
Aggregate total incomes
-245
Purchases of own shares
-3.389
-3.389
Formation of a regular reserve
-131.841
Dividend Distribution
-1.519.856
-1.519.856
Transactions with owners
-1.651.697
-1.523.245
Equity at period end (31.12.2022)
Equity at Period Commencement
(1.01.2023)
Profit after tax
Exchange differences & other reserves
-4.183
-4.183
Actuarial gains/ (losses) from defined benefit
plans
Deferred actuarial gain/(loss) tax
-389
-389
Other total income
-4.183
-2.805
Aggregate total incomes
-4.183
Formation of a regular reserve
-161.175
Dividend Distribution
-1.519.854
-1.519.854
Transactions with owners
-1.681.029
-1.519.854
Equity at period end (31.12.2023)
The accompanying notes set forth on pages 58 to 104 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
62
Company
Share
capital
Other
reserves
Balance of
earnings
going
forward
Total
Equity at Period Commencement
(1.01.2022)
8.663.173
1.859.642
21.043.702
31.566.517
Profit after tax
0
0
3.005.423
3.005.423
Actuarial gains/ (losses) from defined benefit
plans
0
0
18.834
18.834
Deferred actuarial gain/(loss) tax
0
0
-4.143
-4.143
Other total income
0
0
14.690
14.690
Aggregate total incomes
0
0
3.020.113
3.020.113
Purchases of own shares
0
-3.389
0
-3.389
Formation of a regular reserve
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 at period end (31.12.2022)
8.663.173
1.981.162
22.419.051
33.063.386
Equity at Period Commencement
(1.01.2023)
8.663.173
1.981.162
22.419.051
33.063.386
Profit after tax
0
0
3.804.717
3.804.717
Actuarial gains/ (losses) from defined benefit
plans
0
0
1.767
1.767
Deferred actuarial gain/(loss) tax
0
0
-389
-389
Other total income
0
0
1.378
1.378
Aggregate total incomes
0
0
3.806.095
3.806.095
Formation of a regular reserve
0
150.271
-150.271
0
Dividend Distribution
0
0
-1.519.854
-1.519.854
Transactions with owners
0
150.271
-1.670.125
-1.519.854
Equity at period end (31.12.2023)
8.663.173
2.131.433
24.555.020
35.349.627
The item Balance of profits going forward for the year 2022 includes income from dividends (tax reserve) amounting to
Euro 1.200.000, in accordance with the provisions of article 48 of Law 4172/2013 (POL 1039/2015).
The accompanying notes set forth on pages 58 to 104 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
63
IV. ANNUAL CASH FLOW STATEMENT
Amounts expressed in euro
GROUP
COMPANY
Note.
1.01 to
31.12.2023
1.01 to
31.12.2022
1.01 to
31.12.2023
1.01 to
31.12.2022
Operational activities
Profit or loss before tax (continuing operations)
5.102.520
3.602.286
Plus / minus adjustments for :
Depreciation
7.26
650.503
524.803
Predictions
-4.148
-43.769
-44.546
-43.769
Exchange rate differences
-1.990
1.600
14.884
Results (income, expenses, gains and losses) of
investment activity
-137.140
-33.442
-76.738
-33.442
Net financial income / (expenses)
-1.123.887
-1.088.503
-394.384
Plus / minus adjustments for changes in working
capital accounts:
Decrease / (increase) stocks
-3.067.976
858.757
-3.067.384
Decrease / (increase) receivables
-7.370.155
-6.431.028
3.229.553
(Decrease) / increase of liabilities (excluding loans)
972.423
258.831
Minus:
Interest and related charges paid
-95.447
-194.439
-68.708
-161.988
Taxes paid
-919.653
-965.238
-798.728
-858.097
Total inputs / (outputs) from operating
activities (a)
-763.761
-922.449
3.071.293
Investment activities
Acquisition of investment properties
7.3
-1.794.265
-2.262.741
-1.794.265
-2.262.741
Purchase of tangible and intangible fixed assets
7.1-
7.2
-575.741
-658.884
-574.156
-645.863
Proceeds from sales of tangible and intangible fixed
assets
0
161
(Purchases) / Sales of securities
-545.028
-65.804
-278.076
Interest received
538.100
478.814
Dividends received
0
1.200.000
Total inputs/(outputs) from investment
activities (b)
-1.733.583
-2.976.109
-1.896.126
-1.507.705
Financial operations
Proceeds from loans issued/incurred
0
3.000.000
Loan repayments
-20.825
-3.000.180
-20.825
-3.000.000
Purchase of own shares
-3.389
0
-3.389
Redemptions of leasing obligations (amortization)
-89.771
-88.974
-80.845
-81.542
Dividends paid
-1.449.050
-1.449.409
-1.449.050
-1.449.409
Total inputs / (outputs) from financing
operations (c)
-1.559.645
-1.541.952
-1.550.719
-1.534.340
Net increase / (decrease) in cash
and use equivalents (a) + (b) + (c)
-4.056.989
-1.161.908
-4.369.293
29.248
Cash and opening cash equivalents
7.10
5.615.842
5.586.594
Cash and year-end cash equivalents
7.10
1.246.549
5.615.842
The accompanying notes set out on pages 58 to 104 are an integral part of these Corporate and Consolidated Financial
Statements.
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64
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of the financial year from 1 January 2023 to 31 December 2023
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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of the financial year from 1 January 2023 to 31 December 2023
82
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
83
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
84
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
85
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
86
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
87
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
88
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
89
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
90
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
91
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
92
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
93
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
94
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
95
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
96
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
97
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
98
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
99
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
100
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
101
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
102
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
103
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report
of the financial year from 1 January 2023 to 31 December 2023
104
Thessaloniki, 29 April 2024
THE CHIEF FINANCIAL OFFICER
PANAGIOTIS V. PAPASPYROU
ADT SA 032224
Ar. License : 0019079 Class A
THE CHAIRMAN OF THE BOARD OF
DIRECTORS
& MANAGING DIRECTOR
EFSTRATIOS K. ANDREADIS
ADT AP 235479
THE EXECUTIVE VICE-CHAIRMAN OF THE
BOARD OF DIRECTORS
ANASTASIA A. ANDREADOU
ADT AH 181790