1
Annual consolidated financial statements for the year ended
December 31
st
, 2023
These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event
that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over
this document.
Quest Holdings S.A.
Reg.No. 121763701000
2a Argyroupoleos Street
GR-176 76 Kallithea
Athens - Hellas
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
3
I.
Statement by the Members of the Board of Directors
(in accordance with article 4 paragraph 2 of Law 3556/2007)
The members of the Board of Directors, Mr. Theodore Fessas, Chairman, Mr. Apostolos Georgantzis, CEO, and Mr. Markos Bitsakos, Deputy
CEO, under their above capacity, declare that to the best of their knowledge:
-
The enclosed separate and consolidated Financial Statements of Quest Holdings S.A. (the ‘Company’) for the year from 1 January to 31
December 2023 that have been prepared in accordance with the International Financial Reporting Standards (‘IFRS’), present in a true
and fair manner the assets, liabilities, equity and results of the Company, as well as of the companies included in the consolidated
financial statements taken as a whole (the ‘Group’).
-
The enclosed Report of the Board of Directors presents in a true and fair manner the development, performance and financial position
of the Company, as well as of the Group, including the description of the principal risks and uncertainties that they face.
Kallithea, 3 April 2024
The Chairman
The CEO
The Deputy CEO
Theodore Fessas
Apostolos Georgantzis
Markos Bitsakos
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
4
II.
Annual Report of the Board of Directors
1.
Significant events
5
2.
Significant events after the balance sheet date
8
3.
Performance Review
9
4.
Risk factors
12
5.
Related party transactions
16
6.
Address of the Company
19
7.
Outlook 2024
19
8.
Corporate Governance Statement
30
9.
Non-financial performance review
75
10.
Information of art.50 par.2 of Law 4548/2018
106
11.
Explanatory Report of the Board of Directors
(par. 7 and 8 of Law 3556/2007)
106
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
5
Annual Report of the Board of Directors
The Report of the Board of Directors of Quest Holdings SA (the Company) refers to the period from January 1st, 2023 to December 31st of
the closing fiscal year 2023 and reflects the actual the development and performance of the Company’s and the Group’s activities, objectives,
strategy and significant events. Furthermore, the Report includes a description of the main risks and uncertainties, the non-financial items,
the corporate governance statement, the significant transactions of the Company and the Group with their affiliated parties, as well as
additional information as required by law.
The Report was prepared pursuant to the relevant provisions of Law 4548/2018, Law 3556/2007 and Decision 8/754 of the Board of Directors
of the Hellenic Capital Market Commission dated April 14th, 2016.
The closing fiscal year is the thirty-seventh in a row and covers the period from January 1st, 2023 to December 31st, 2023.
The Group “Quest Holdings SA”, besides the Company, includes the subsidiaries, which the Company directly or indirectly controls.
The financial statements (consolidated and separate), the auditor's report and the management report of the Report of the Board of Directors
of the Company are posted on the web site:
.
The financial statements and audit reports of the Group companies that are consolidated and are not listed (according to Decision
8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission) are posted at the following web address:
.
During the current fiscal year, the Company’s activities were compliant with the applicable legislation and its objectives, as defined in its
Article of Association.
The Board of Directors, aiming to review the Company’s operations, as well as the Company’s and its subsidiaries’ specific financial
information (the Group), would like to inform you about the following:
1.
Significant events of the year
During the closing fiscal year, the following significant events took place:
Acquisition of company “EPAFOS S.A.”
On May 22, 2023 the Company proceeded with the acquisition of 100% of the share capital of company EPAFOS S.A. against a
consideration of € 2.470.000, whereas the total investment may potentially reach € 4.940.000 during the next two years due to the
provision of additional disbursements to the old shareholders depending upon the future performance of the company. The specific
investment is estimated to contribute around € 6.000.000 extra revenue to Quest Group on an annual basis, at an EBITDA margin of
near 10%.
The company “EPAFOS” has been developing integrated information systems to streamline the management and operations of
educational organizations for the past 30 years.
It holds a leading position in its market segment with a customer base of 3.000 active
customers in the sector of education and a market share of approx. 80% offering a wide range of IT solutions and related services.
Announcement of the transaction for the transfer of participation of Th. Fessas
On 29 May 2023, Mr. Theodore Fessas, Chairman of the Board of Directors of the Company, transferred as contribution in kind
53.634.195 shares of the Company to the company Tedinvest Ltd, which he owns by 100%. The transfer of shares was executed through
an over the counter and free of payment (FoP) transaction. The change in the interests and relevant voting rights is as follows:
Number of shares and equal voting rights before the transaction:
Direct participation of 50,021% (namely 53.634.195 common shares
with voting rights), indirect participation of 0% (namely 0 common shares with voting rights) and total participation in number of shares
and voting rights (direct and indirect) 50,021% (namely 53.634.195 common shares with voting rights).
Number of shares and equal voting rights after the transaction:
Direct participation of 0% (namely 0 common shares with voting
rights), indirect participation of 50,021% (namely 53.634.195 common shares with voting rights) and total participation in number of
shares and voting rights (direct and indirect) 50,021% (namely 53.634.195 common shares with voting rights).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
6
Resolutions of the Ordinary General Meeting of the Company
On 15/06/2023 the Ordinary General Meeting of the Company’s shareholders took place. The quorum required by the law and the
Articles of Association was ascertained at the General Meeting and the Meeting resolved on all items of the agenda, as follows:
Item 1
Submission for approval of the annual financial statements as at December 31, 2022 (individual and consolidated financial
statements), in accordance with the International Financial Reporting Standards (IFRS), together with the Report of the Board of
Directors and the Auditors’ Report
The General Meeting unanimously approved the annual financial statements (individual and consolidated) for the fiscal year 2022, in
accordance with the International Financial Reporting Standards (IFRS), together with the reports of the Board of Directors and the
Auditors thereon, in accordance with Law no. 4548/2018, as in force.
Item 2
Approval of distribution of profits for the fiscal year 01.01.2022-31.12.2022 and distribution of dividend to the shareholders, and
approval of the distribution of the retained earnings of previous years
The General Meeting approved the distribution of profits for the fiscal year 01.01.2022-31.12.2022 and in particular approved the
distribution of a dividend for the fiscal year 2022 amounting to the gross amount of €0,130758 per share excluding the treasury shares
that the Company will hold at the record date, as well as approved
the distribution of
the balance of
retained earnings
for
the
fiscal
year 2019 amounting in
total
to €1.277.967,30
and
part
of
the
balance
of
retained
earnings
for the
fiscal
year
2020
amounting
in
total
to €6.146.378,98, i.e., a gross amount per share for 2019 and 2020) of €0,069242 excluding the treasury shares held by the
Company at the record date, i.e., according to the above, the total gross amount per share to be distributed (dividend 2022 and retained
earnings balance 2019 and 2020) amounts to twenty cents (€0,20) and after the withholding tax of 5% to a net amount of nineteen
cents (€0,19). The General Meeting also authorized the Board of Directors to procced to any further actions for the implementation of
this resolution.
Item 3
Information from the Chairman of the Audit Committee to the shareholders about the activities of the Audit Committee during the
fiscal year 2022
The Ordinary General Meeting was informed about the performance of the Audit Committee during the 2022 fiscal year.
Item 4
Information from the independent Vice-Chairman of the Board of Directors on the activities of the independent non-executive
members of the Board of Directors in the 2022 fiscal year in accordance with article 9 § 5 of law 4706/2020
The Ordinary General Meeting was informed about the activities of the independent non-executive members of the Board of Directors
during the 2022 fiscal year.
Item 5
Approval of the overall management of the Board of Directors of the Company during the fiscal year 2022 and release of the
members of the Board of Directors and the Certified Auditors from any liability for compensation for the activities during the fiscal
year 2022
The Ordinary General Meeting approved the overall management of the Company for the fiscal year 2022 in accordance with article
108 of law 4548/2018 and released the certified auditors of the Company from any liability for compensation for said fiscal year in
accordance with article 117 of law 4548/2018.
Item 6
Approval of remuneration and compensation of the members of the Board of Directors for the fiscal year 2022 and advance payment
of remuneration and compensation for the fiscal year 2023
The Ordinary General Meeting approved, based on the pre-approval of the previous Ordinary General Meeting, their remuneration for
their participation in the meetings of the Board of Directors and in the Committees of the Company and more specifically: for Mr.
Apostolos Tamvakakis the sum 37.450€, for Mr.
Pantelis Tzortzakis the sum 31.125€, for Mr. Emil Yiannopoulos the sum 63.000€, for
Mr.
Nikolaos Karamouzis the sum 68.075€, for Mrs. Maria Damanaki the sum 58.225€, for Mrs. Ioanna Dretta the sum of 25.875€, for
Mrs.
Eftychia Koutsoureli the sum of 43.700€, for Mr. Panagiotis Kyriakopoulos the sum of 67.225€, for Ms Philippa Michali the sum
of 54.750€ and for Mr. Ioannis Paniaras the sum of 34.975€, i.e. a total sum of 484.400€.
The Ordinary General Meeting following a
legal vote with 91.296.159 valid votes corresponding to 85,84% of the paid-up share capital with voting rights, approved the advance
payment of fees and remuneration to the members of the Board of Directors for their participation in the Board of Directors and in
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
7
Committees of the Board of Directors for the current fiscal year 2023 up to the total gross amount of 750,000 euros until the next
Ordinary General Meeting, according to article 109 of Law 4548/2018 as such is in force and, of course, in the context of the approved
remuneration policy. Last, the Ordinary General Meeting following a legal vote with 91.296.159 valid votes corresponding to 85,84%
of the paid-up share capital with voting rights, authorized the Board of Directors to determine the gross fees and remuneration for
each member of the Board of Directors for his/her participation in the Board of Directors and in the Committees of the Board of
Directors.
Item 7
Submission for discussion and voting by the General Meeting of the Remuneration Report of the members of the Board of Directors
of the Company according to article 112 § 3 of Law 4548/2018
The Ordinary General Meeting approved the Remuneration Report of the members of the Board of Directors of the Company for the
2022 fiscal year according to article 112 § 3 of Law 4548/2018.
Item 8
Election of an auditing company of Certified Auditors - Accountants for the audit of the financial statements and the audit for the
issuance of the tax certificate for the fiscal year 1/1/2023 - 31/12/2023 and determination of its remuneration
The Ordinary General Meeting elected the company of Certified Auditors, under the name KPMG Certified Auditors SA (Institute of CPA
SOEL) No.
114
-
TIN 094415531)
that
has
its
seat
in
Agia Paraskevi,
at
3
Stratigou
Tombra
St.,
Postal
Code
15342
in
order
to
carry
out
the regular
audit
of
the individual and consolidated financial statements for the year 1/1/2023-31/12/2023 and the tax
compliance audit of the year 2023, with an annual remuneration, which includes the regular audit of the annual financial statements
of the Company (both individual and consolidated) for the year ending on 31/12/23 and the tax audit of the same year, up to the
maximum amount of € 32,500 plus the corresponding VAT. Furthermore, the General Meeting decides the appointment of: a. Mr.
Charalambos Syrounis, son of Georgios, Certified Public Accountant, with Institute of CPA (SOEL) No. 19071, and TIN number 053736402
holder of ID number AK239543, as regular
Certified
Auditor
and
b.
of Mr.
Ioannis Kottinis, son of Georgios, Certified Auditor with
Institute of CPA (SOEL) No.
38411, and TIN
133427920 holder of ID
number
AK630134,
as
Deputy Certified Auditor.
Item 9
Establishment of a plan for the free distribution of the Company's shares and approval of the free distribution of the Company's
shares to members of the Board of Directors of the Company and its affiliated companies within the meaning of article 32 of Law
4308/2014, pursuant to the provisions of article 114 of Law 4548/2018 - Authorisations
The Ordinary General Meeting decided to establish a free distribution plan of up to two hundred thirty-three thousand eight hundred
sixteen (233.816) of the Company's treasury shares (common registered shares with voting rights) for the fiscal year 2022 and the free
distribution in 2025 of Company treasury shares, without any obligation to retain the shares for a certain period, to executive members
of the Company's Board of Directors (excluding the Chairman of the Board of Directors) and to the CEOs of affiliated companies within
the meaning
of
Article
32
of
Law
no.
4308/2014, in accordance with the provisions of article 114 of Law 4548/2018, following an
assessment by the Board of Directors at the end of the three-year period (2022-2024) of the achievement of additional goals, as set
out in the Variable Remuneration System for Senior Executives, and calculation of the exact number of Vested Shares to which the
Senior Executives are entitled.
Furthermore, the Ordinary General Meeting authorized the Board of Directors to take any action required to implement the resolution,
such as to evaluate at the end of the three-year period (2022-2024) the achievement
of
the
additional
goals,
in
accordance
with
the
provisions
of
the
Senior Executives'
Variable Remuneration System, to determine the beneficiaries and the specific conditions
for distribution (including, but not limited to, to evaluate and ascertain the fulfilment of the conditions for the distribution of the shares
to the beneficiaries, to finalize the final number of shares to be distributed per beneficiary, to prepare and approve the documents
required for the distribution and to authorize their signature and submission in order for
the
distribution
to
be
implemented,
etc.),
always
in
accordance
with
the
Senior
Executive
Variable Remuneration
System,
the
Remuneration
Policy,
the
Procedure
for
the
Distribution
of
Shares
to
Senior Executives
and
the
relevant
recommendations
of
the
Company's
Remuneration
Committee.
The Board of Directors may delegate part of the powers delegated to it according to the above to one or more persons who are
members of the Board of Directors.
Item 10
Granting permission to the members of the Board of Directors and the Executives for carrying out the operations provided for in §
1 of article 98 of law 4548/2018, as such is in force
The Ordinary General Meeting decided to grant permission to the Members of the Board of Directors and the Company Executives
to
carry out
the operations provided
for in §
1 of article
98 of law 4548/2018, as such is in force, until the next General Meeting.
Item 11
Miscellaneous - Announcements
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
8
Distribution of dividends from prior years’ retained earnings
The Annual Ordinary General Meeting of June 15, 2023, decided for the distribution of dividend and of part of previous years’ retained
earnings amounting to a total amount of twenty cents (€ 0,20) per share (excluding the treasury shares held by the Company without
eligibility to receive dividends). The distribution amount is subject to a 5% tax withholding pursuant to articles 40 and 64 of the Law
4172/2013 (Government Gazette A’ 167/23.07.2013), as amended by the Law 4646/2019, article 24 (Government Gazette A’
201/12.12.2019). As a result, the net payable amount was nineteen cents (€ 0,19) per share.
Purchase of own shares
The Company, according to article 49 of the Law 4548/2018 and in compliance with the terms of the Regulation no.2273/2003 of the
Commission of the European Communities, as well as by virtue of the Decision of the Regular General Assembly of its Shareholders and the
Decision of the Board of Directors, proceeded during the period with the purchase of 401.486 own shares at an average price of 5,43 euro
and with a total transaction value of € 2.181 thousand.
Following this, the Company held on 31 December 2023 1.083.751 own shares, or 1,0107% of the total outstanding shares.
2.
Significant events after the date of preparation of the financial statements
Acquisition of Photovoltaic power station
The indirect subsidiary company "KINIGOS
S.A." (Renewable Energy Production segment) on January 5th , 2024 completed the
acquisition of the assets of photovoltaic power plant
with a capacity of 4,48MW which operate
within the Industrial Area of Petraia,
Municipality of Anthemion, Prefecture of Pellas , for the total consideration of €7,7 million.
With the above acquisition, the installed capacity of the (RES) Electricity Generation Stations of the energy arm of Quest Group, amounts
to 39,3MW.
Comment on publications about the entry of a new investor into the company "ACS"
Over the last many years, ACS holds an important position in the Greek courier market and implements an ambitious investment plan
with continuous growth. The Company has recently (as in the past) received interest and proposals regarding «ACS» from
international potential investors. The Company carefully examines and evaluates any serious investment proposal, taking into
account the interests of its shareholders, as well as the employees of the Quest Group companies. In this regard, the Company
clarifies that it has not entered into any binding agreement for the participation of a new investor in the share capital of ACS.
Purchase of own shares
The Company proceeded during the period from the reporting date and till the date the financial statements were authorized for issue by
the Board of Directors, with the purchase of
87.000
own shares at an average price of
5,38
euro and with a total transaction value of euro
468 thousand. Following this, the Company holds 1.170.751 own shares or 1,0919% of the total outstanding shares.
No other significant events have arisen after the reporting date.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
9
3.
Performance Rewiew
Company financial infomation
The results of the fiscal year are as follows:
The Company's
revenues
, mainly from administrative services, dividends and rents, amounted to € 12,6 million compared to € 15,8 million
in the previous year, out of which a sum equal to € 10,8 million (2022: € 14 million) relates to dividend income.
Earnings before Taxes, Interest, Depreciation and Investment activities
amounted to € 9,8 million compared to € 13,5 million in the previous
year.
Profits before taxes
amounted to € 10,7 million compared to € 13,4 million in 2022.
In 2023, the Company proceeded with the sale of its 16.88% stake in the company Cosmos business systems, resulting in capital gains of €0.8
million (Note 16 – Financial assets measured at fair value through profit or loss).
The
results after taxes
amounted to profits of € 10,7 million, against profits of € 13,4 million.
Investments in subsidiaries
amounted to €127.9 million, increased by €14 million compared to the previous year (Note 11 – Investments in
subsidiaries) mainly due to the acquisition of "EPAFOS S.A." and the share capital increase of 100% subsidiary Quest Energy S.A..
There is no
Bank Borrowings
in the Company at the end of the closing and previous financial year.
Total
equity
of the Company amounting to € 144,7 million decreased compared to 2022 by € (10,6) million due to the results of the current
fiscal year but also due to the cash distributions that took place within 2023, such as the distribution of retained earnings of previous years
profits amounting to € 21,3 million.
Group financial information
Regarding the total (continuing and discontinued) activities of the Group, the results of the current fiscal year are as follows:
The
consolidated revenue
of the Group amounted to € 1.197 million against € 1.032 million in the previous year, increased by 16%. The
increase in sales derives mainly from the commercial companies of the Group.
Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA)
amounted to € 83,3 million compared to € 72 million
in the previous year.
Consolidated earnings before taxes
amounted to € 58,9 million compared to € 54,9 million in the year 2022.
Profit after taxes and before non-controlling interests
(minority interests) amounted to € 45,4 million compared to € 42 million in 2022.
Consolidated earnings after taxes and after non-controlling interests
(minority interests) amounted to € 44,8 million compared to € 41,4
million in 2022.
The Group's
Net Cash
(Cash less loans) amount to € -17 million, compared to € 28,7 million in the previous year.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
10
Alternative Performance Measures (APMs)
The Group uses Alternative Performance Measures (APMs) to better evaluate its financial performance and in the process of decision making
around the financial, operational, and strategic planning. The figure of "Earnings before taxes, financial, investment results and total
depreciation (EBITDA)" presented in the financial statements is analyzed below. The above figure should be examined in conjunction with
the financial results prepared in accordance with IFRS and in no way replaces them. The above APM is mainly used to measure the operational
performance of the Company and the Group.
Financial results of 2023 for the Group's main subsidiaries:
Earnings / (losses) before tax
58.910
54.892
Plus:
Depreciation and Amortization - (Notes 7, 9, 41)
13.618
11.753
Finance (income) / costs (Note 29)
11.941
6.491
Other (gains) / losses (Note 32)
(1.140)
(967)
Earnings / (losses) before interest, tax,
depreciation / amortization and investing
results
(EBITDA)
83.329
71.997
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
Earnings / (losses) before tax
10.728
13.424
Plus:
Depreciation and Amortization - (Notes 7, 9, 41)
201
149
Finance (income) / costs (Note 29)
(264)
81
Other (gains) / losses (Note 32)
(830)
(152)
Earnings / (losses) before interest, tax,
depreciation / amortization and investing
results
(EBITDA)
9.835
13.502
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
11
The Company's sales are classified in the income statement in the item "Other operating income".
The category "Other" refers to the other subsidiaries of the Group, intra-group elimination and consolidation adjustments.
The main figures of the financial results of 2023 per Group segment and their change from the previous year are presented in the following
table:
The Company is presented under category “Unallocated”.
Quest
Holdings S.A.
Info-Quest
Technologies
S.M.S.A.
Clima Quest
S.M.S.A.
Foqus
S.M.S.A.
Unisystems
(Group)
QuestOnLine
S.A.
G.E.Demetriou
S.A.
iSquare
S.M.S.A.
iStorm
S.A.&iStorm
Cyprus LTD
ACS S.M.S.A.
Quest Energy
(Group)
Other /
Consolidation
adjustments
Quest Group
2023
12.560
304.368
11.374
12.362
215.225
33.050
53.660
401.540
93.719
150.573
10.297
-102.124
1.196.604
2022
15.818
357.698
8.371
8.760
175.895
32.588
4.995
342.434
74.070
142.621
10.523
-141.907
1.031.867
Δ%
-20,6%
-14,9%
35,9%
41,1%
22,4%
1,4%
-
17,3%
26,5%
5,6%
-2,1%
-28,0%
16,0%
2023
9.835
10.242
836
518
19.066
512
4.490
7.981
5.776
24.151
8.207
-8.282
83.331
2022
13.501
9.606
437
383
16.047
369
-119
10.343
4.682
22.557
7.957
-13.766
71.997
Δ%
-27,2%
6,6%
91,3%
35,3%
18,8%
38,7%
-
-22,8%
23,4%
7,1%
3,1%
-39,8%
15,7%
2023
10.728
4.048
436
373
16.209
160
2.620
7.496
4.074
19.630
4.551
-11.416
58.910
2022
13.424
5.150
213
255
12.739
88
-307
10.205
2.280
18.662
4.628
-12.447
54.892
Δ%
-20,1%
-21,4%
104,2%
46,1%
27,2%
82,3%
-
-26,5%
78,7%
5,2%
-1,7%
-8,3%
7,3%
2023
10.687
2.998
316
287
12.218
115
2.670
5.719
3.614
14.900
3.430
-11.582
45.372
2022
13.384
3.843
151
198
9.628
76
-269
7.847
1.886
14.530
3.472
-12.745
42.000
Δ%
-20,2%
-22,0%
109,1%
44,9%
26,9%
51,7%
-
-27,1%
91,6%
2,5%
-1,2%
-9,1%
8,0%
Sales
EBITDA
Profit/ (Loss)
before tax
Profit/ (Loss)
after tax
12M 2023
(€ x 1.000)
Commercial
Activities
IT Services
Courier Services
Renewable Energy
Unallocated
Total
Gross sales
948.610
216.332
150.777
10.297
-
1.326.016
Inter-company sales
(125.790)
(2.147)
(1.071)
(404)
-
(129.412)
Net Sales
822.819
214.185
149.707
9.893
-
1.196.604
EBITDA*
32.957
18.946
24.195
8.207
(975)
83.329
% Sales
4,0%
8,8%
16,2%
83,0%
-
7,0%
Earnings Before Tax (EBT)
18.389
16.068
19.671
4.551
230
58.910
% Sales
2,2%
7,5%
13,1%
46%
-
4,9%
Earnings After Tax (EAT)
14.810
12.081
14.929
3.430
122
45.372
Earnings After Tax & NCI (EAT & NCI)
44.797
12M 2022
(€ x 1.000)
Commercial
Activities
IT Services
Courier Services
Renewable Energy
Unallocated
Total
Gross sales
829.944
176.959
142.825
10.523
436
1.160.688
Inter-company sales
(125.893)
(1.092)
(1.063)
(415)
(358)
(128.821)
Net Sales
704.051
175.867
141.762
10.109
78
1.031.867
EBITDA*
25.738
16.123
22.589
7.957
(411)
71.997
% Sales
3,7%
9,2%
15,9%
78,7%
-528%
7,0%
Earnings Before Tax (EBT)
17.869
12.796
18.864
4.628
734
54.892
% Sales
2,5%
7,3%
13,3%
45,8%
944%
5,3%
Earnings After Tax (EAT)
13.715
9.661
14.725
3.472
427
42.000
Earnings After Tax & NCI (EAT & NCI)
41.394
% 2023 /2022
Commercial
Activities
IT Services
Courier Services
Renewable Energy
Unallocated
Total
Sales
16,9%
21,8%
5,6%
-2,1%
-100,0%
16,0%
EBITDA*
28,0%
17,5%
7,1%
3,1%
-137,3%
15,7%
Earnings Before Tax (EBT)
2,9%
25,6%
4,3%
-1,7%
-68,7%
7,3%
Earnings After Tax (EAT)
8,0%
25,1%
1,4%
-1,2%
-71,5%
8,0%
Earnings After Tax & NCI (EAT & NCI)
8,2%
delta in '000€
2023 /2022
Commercial
Activities
IT Services
Courier Services
Renewable Energy
Unallocated
Total
Sales
118.769
38.318
7.944
(216)
(78)
164.737
EBITDA*
7.219
2.822
1.606
249
(564)
11.333
Earnings Before Tax (EBT)
520
3.272
808
(77)
(504)
4.018
Earnings After Tax (EAT)
1.094
2.420
204
(41)
(305)
3.372
Earnings After Tax & NCI (EAT & NCI)
3.403
* EBITDA : Earnigs before tax, financial and investing results and depreciation / amortization
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
12
The key ratios that reflect the financial structure, performance and management policy of the Group are as follows:
4.
Risk factors
The Group and the Company are exposed to financial risks, such as market risks (changes in exchange rates, interest rates, market prices),
credit risk and liquidity risk. The overall risk management strategy of the Group and the Company mainly focuses on the unpredictability of
financial markets and seeks to minimize their potential negative impact on the financial performance of the Group and the Company.
Risk management is carried out centrally by the Finance Department of the Group and the Company, which operates according to specific
rules approved by the Board of Directors. The Board of Directors provides instructions and guidelines for general risk management, as well
as specific instructions for the management of specific risks, such as foreign currency risk, interest rate risk and credit risk.
31/12/2023
31/12/2022
Current assets
482.912
66,23%
463.739
67,03%
Total assets
729.092
691.861
Equity
262.330
56,20%
238.724
52,68%
Total liabilities
466.762
453.137
Equity
262.330
217,08%
238.724
212,22%
Property, plant and equipment
120.847
112.491
Current assets
482.912
142,36%
463.739
141,21%
Current liabilities
339.227
328.405
31/12/2023
31/12/2022
Profit/ (Loss) after tax for the year
45.372
3,79%
42.000
4,07%
Revenue
1.196.604
1.031.867
Profit before tax
58.910
22,46%
54.892
22,99%
Equity
262.330
238.724
Gross profit
171.817
14,36%
153.451
14,87%
Revenue
1.196.604
1.031.867
Revenue
1.196.604
456,14%
1.031.867
432,24%
Equity
262.330
238.724
31/12/2023
31/12/2022
Trade receivables
184.124
125.168
Revenue
1.196.604
1.031.867
Trade receivables
184.124
39,45%
125.168
27,62%
Total liabilities
466.762
453.137
Financial Structure
Performance
Days
Credit indicators
Χ 360
55
Days
Χ 360
44
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
13
(a)
Foreign exchange risk
The Group operates in Europe and, therefore, most of the Group's transactions are conducted in Euro. However, part of the Group's purchases
of goods is made in US Dollar. The prompt repayment of these suppliers significantly reduces the foreign exchange risk. The Group, on an ad-
hoc basis, pre-purchases foreign currency and does not conclude currency future contracts with external parties.
(b)
Credit risk
The Group has established and implements credit control procedures in order to minimize doubtful debts. The credit risk to the Group as a
whole is relatively small, because sales are dispersed to a large number of customers. Wholesale sales are made mainly to customers with a
positively evaluated credit history. The Credit Control Department of each company of the Group sets credit limits per customer and applies
specific terms for sales and collections. Where possible, collateral is required.
The break-down of short-term bank deposits based on the credit ratings of financial institutions is as follows:
(c)
Liquidity risk
For the purposes of monitoring and management of liquidity risk, the companies of the Group prepare forecasts for future cash flows on a
regular basis. Liquidity risk is kept at low levels by maintaining adequate cash and cash equivalents and credit lines, in order to ensure
satisfaction of financial obligations expiring during the next 12 months.
(d)
Interest rate risk
The Group does not have significant interest-bearing assets, so operating income and cash flows are substantially independent from changes
in interest rates. The Group's borrowings are linked to floating interest rates, which, depending on market conditions, can either remain
floating or be converted into fixed interest rates.
The risk of interest rate fluctuations comes mainly from long-term loans. Floating rate loans expose the Group to cash flow risk. Fixed rate
loans expose the Group to a risk of a change in fair value.
The following table illustrates the effect of the change in the borrowing rates on the Group:
31/12/2023
31/12/2022
31/12/2023
31/12/2022
A
-
126
-
-
A+
10.434
5.295
-
-
A-
-
69
-
38
ΑΑ-
-
1.584
-
-
A1
6.118
-
-
-
Aa2
8.538
-
38
-
Aa3
6
208
-
-
A3
202
18
-
-
B
28.332
582
1.440
-
B+
36.186
63.150
8.681
1.141
B-
-
41.306
-
23.483
B1
-
20.599
-
1.331
B2
28
16.253
-
410
BB
30.784
-
256
-
BB-
-
77
-
-
BBB
-
310
-
-
BBB+
-
17.685
-
-
Baa1
-
534
-
-
Baa2
125
-
-
-
Caa1
-
117
-
-
120.753
167.913
10.415
26.403
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
14
(e) Capital risk
The aim of the Group in the management of capital is to ensure its ability to continue its activity and maintain the ideal capital structure, in
order to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may increase or decrease borrowing, issue
or repurchase shares, adjust dividends to shareholders or return capital to shareholders.
The net borrowings of the Group and the Company as of 31 December 2023 and 2022 were as follows:
(f)
Risk of economic environment - Macroeconomic business environment in Greece
The financial risks that have arisen globally, following the increase in interest rates, the turmoil in the global energy market and the
subsequent increase in the prices of raw materials, together with the significant geopolitical instability, have negatively impacted the
macroeconomic conditions worldwide, Greece included.
Management constantly assesses the potential impact of any changes in the macroeconomic and financial environment in Greece to ensure
that all necessary actions and measures will be taken to minimize any impact on the Group's activities. The current conditions of the
increasing inflation rate and the steep increase in the prices of energy have affected the financial and operational performance of the Group,
Year
Increase /
Decrease in basis
points
Effect on profit
before tax
2023
-0,25%
317
-0,50%
633
-0,75%
950
-1,00%
1.267
0,25%
(317)
0,50%
(633)
0,75%
(950)
1,00%
(1.267)
2022
-0,25%
259
-0,50%
518
-0,75%
777
-1,00%
1.036
0,25%
(259)
0,50%
(518)
0,75%
(777)
1,00%
(1.036)
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Total borrowings (Note 23)
138.130
139.501
-
-
Lease liabilities (Note 42)
33.020
29.207
398
1.646
Less : Cash and cash equivalents (Note 20)
(121.115)
(168.196)
(10.415)
(26.403)
Net Debt
50.035
512
(10.017)
(24.757)
Total equity
262.330
238.724
144.740
155.312
Total capital employed
312.365
239.236
134.723
130.555
Leverage ratio
16,02%
0,21%
-7,44%
-18,96%
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
15
however, and based on the latest evaluation, management has reached the conclusion that no additional impairment provisions are required
for its financial and non-financial assets as of 31
st
December 2023.
More specifically, the Group is constantly considering:
• The ability to repay or refinance the existing borrowings, as there is sufficient cash, and the Group is not exposed to significant short-
term borrowing.
• The collectability of trade receivables in the context of the strict credit policy implemented and for credit insurance purposes.
• The maintenance of the level of sales due to the dispersion of its activities.
• The recoverability of the value of tangible and intangible assets.
Non-financial risks
In addition to the financial risks, the Group also focuses on non-financial risks related to specific issues, some of which have been identified
as critical in the context of sustainable development. These issues concern the full compliance with the legislation and the implementation
of corporate governance policies, human resources, the environmental impact of the companies' activity, the supply chain, and the evolution
of the companies in the market in which they operate.
The effects on these areas are further analysed in the Non-Financial Risks section of this report.
(g) Risks to the security of personal data
Companies face risks regarding the security of their systems and infrastructure, which could affect the integrity and security of any form of
information they manage, such as personal data of customers, associates or employees, and confidential corporate information.
The Company collects, stores and uses data in the normal course of its operations and protects them in accordance with the data protection
legislation.
On 27 April 2016, the European Parliament and the European Council adopted the Data Protection Regulation (EU) (2016/679) ("Data
Protection Regulation"). The Data Protection Regulation contains extensive obligations for companies in relation to procedures and
mechanisms for processing personal data and rights of data subjects and in cases of violation allows the supervisory authorities to impose
fines of up to 4% of the annual global turnover of the Group (or Euro 20 million whichever is greater). The Data Protection Regulation entered
into force on 25 May 2018 after a transitional period of two years.
In order to reduce the relevant risks, the Group in 2018 has established the Data Protection Division that develops all necessary policies and
procedures, oversees their implementation, designs new systems and security infrastructure and evaluates their effectiveness and
compliance with the regulatory framework for the protection of personal data.
(h) Determination of fair values
The fair value of financial assets traded in active markets (stock exchanges), such as derivatives, shares, bonds, mutual funds, is determined
based on the published prices valid at the date of preparation of the financial statements.
The fair value of financial assets that are not traded in active markets is determined using valuation techniques and assumptions based on
market data at the date of the financial statements.
The nominal value of trade receivables, less the relevant provision, is estimated to be close to their fair value. The fair values of financial
liabilities for the purpose of their presentation in the financial statements are calculated based on the present value of future cash flows
arising from specific contracts using the current interest rate available to the Group for the use of such financial instruments.
(i) Impact of climate-related matters
Realizing the responsibility of its companies around environmental issues, the Group has adapted its business practices to the needs of
environmental protection and the saving of natural resources. This has led to the adoption of an ESG strategy for the environment which, in
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
16
the long run, is expected to provide cost savings for the Group's companies (reduction of energy consumption, focus on the circular economy
model, replacement of the leased vehicles fleet with environmentally friendly ones upon expiration of existing lease contracts etc.). Based
on the nature of the group activities, no significant exposure to environmental risks has been assessed. It should also be noted that the
increasing awareness on the protection of the environment has boosted the demand for the products of some of the Group's IT companies,
in the context of their customers' efforts to reduce their own environmental footprint (enhancement of the digitalization process, automation
solutions, cloud distribution etc.), a trend which is expected to strengthen further in the future. Regarding the financial and the non-financial
assets of the Group, Management has assessed that no material exposure to climate-related risks exists and has therefore concluded, that
no adjustments to the carrying amounts of the assets or to the judgments/assumptions made in the context of IFRS is required as of 31
December 2023, as a direct consequence of climate-related risks.
5.
Related party transactions
Related parties, in accordance with the requirements of IAS 24, are the subsidiary companies, companies with common shareholders with
the Company, associates, joint ventures, as well as the members of the Board of Directors and the Company's Executives and the persons
closely related to them.
Intra-group transactions relate to sale of goods and rendering of services. The transactions of the Company with the rest of the Group concern
mainly provision of internal support services and leasing of property. Services from, and to related parties, as well as sales and purchases of
goods, are conducted at arm’s length. The Company receives goods and services from the rest of the Group relating mainly to courier services
and repair of IT equipment.
The transactions with related parties during the year were as follows:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
17
The amount of sales of goods and services to related parties of €9,488 thousand on December 31, 2023 mainly concerns sales of €8,680
thousand. to "COSMOS BUSINESS SYSTEMS SA" and €747 thousand to "ACS Cyprus Ltd". Accordingly, the amount of sales of goods and
services of €6,990 thousand on December 31, 2022 mainly concerns sales of €6,230 thousand to "COSMOS BUSINESS SYSTEMS S.A." and €604
thousand to "ACS Cyprus Ltd".
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
i) Sales of goods and services
Sales of goods to:
5.803
4.249
-
-
- Other related parties
5.803
4.249
-
-
Sales of services to:
3.685
2.741
1.474
1.532
-Unisystems Group
-
-
598
616
-Info Quest Technologies
-
-
193
210
-ACS
-
-
301
311
-iStorm
-
-
15
15
-iSquare
-
-
179
188
- Other direct subsidiaries
-
-
186
190
- Other related parties
3.685
2.741
2
2
Dividends
-
-
10.804
14.020
-Unisystems
-
-
5.009
3.015
-Info Quest Technologies
-
-
1.802
2.500
-ACS
-
-
-
5.003
-iStorm
-
-
993
1.000
-iSquare
-
-
3.000
2.502
9.488
6.990
12.278
15.554
ii) Purchases of goods and services
Purchases of goods from:
1.598
-
-
-
- Other related parties
1.598
-
-
-
Purchases of services from:
4.060
3.434
223
208
-Unisystems
-
-
62
22
- Info Quest Technologies
-
-
48
85
-ACS
-
-
7
2
- Other direct subsidiaries
-
-
1
-
- Other indirect subsidiaries
-
-
-
1
- Other related parties
4.060
3.434
105
97
5.658
3.434
223
208
iii) Benefits to management
Salaries and other short-term employment benefits
10.783
9.737
572
585
10.783
9.737
572
585
COMPANY
GROUP
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
18
The amount of euro 10.783 thousand and euro 9.737 thousand for benefits to management in current and prior year respectively basically
concerns salaries as per requirements of IAS 24 “Related parties”.
The amount of receivables from other related parties amounting to €729 thousand as of December 31, 2023 refers to receivables amounting
to €107 thousand. from "ACS Cyprus LTD" and €620 thousand. from "BriQ Properties SA". Accordingly, the amount of receivables from other
related parties amounting to €4,028 thousand on December 31, 2023 refers to receivables amounting to €2,907 thousand from "COSMOS
BUSINESS SYSTEMS SA", €534 thousand from "BriQ Properties SA” and €587 thousand from "ACS Cyprus Ltd".
As mentioned above, transactions with other related parties also include transactions with the company "BriQ Properties REIC", which was a
subsidiary of the Company up to July 31st, 2017, and today is an associated member, although not directly nor indirectly owned by the
Company, due to common key shareholders and significant business relationships, which mainly concern property leases.
The lease liabilities of the Group and the Company to BriQ are analysed as follows:
iv) Period end balances from sales-purchases of goods / services / dividends
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Receivables from related parties:
-Unisystems
-
-
133
135
-Info Quest Technologies
-
-
15
4.500
-ACS
-
-
22
22
-iStorm
-
-
1
2
-iSquare
-
-
18
19
- Other direct subsidiaries
-
-
17
4.469
- Other related parties
729
4.028
18
16
729
4.028
224
9.162
Payables to related parties:
-Info Quest Technologies
-
-
3
40
-ACS
-
-
15
14
- Other direct subsidiaries
-
-
2
3
- Other related parties
2.580
126
2.473
4
2.580
126
2.493
61
v)
Receivables from management and BOD members
-
-
-
-
vi)
Payables to management and BOD members
-
-
-
-
COMPANY
GROUP
31/12/2023
31/12/2022
31/12/2023
31/12/2022
BriQ Properties REIC
Lease liabilities, opening balance
13.126
7.927
354
402
Lease payments
(3.024)
(2.663)
(105)
(82)
Contract modifications
3.204
7.396
29
19
Interest expense
591
467
13
15
Lease liabilities, ending balance
13.896
13.126
290
354
GROUP
COMPAΝY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
19
6.
Address of the Company
The Company's headquarters are located in Kallithea, Attica, and its offices operate in an office building on 2
A
, Argiroupoleos street.
7.
Outlook 2024
2023 Overview - 2024 Prospects
Quest Group in 2023 continued the positive trend of the previous years, showing improvement in all key financial figures from continuing
operations.
In particular:
In 2023, on a consolidated basis, revenues amounted to €1,2 billion, an increase of 16% compared to 2022. Earnings before interest, taxes,
depreciation, amortization and investment income amounted to € 83,3 million (increased by 16% from 2022). Earnings before tax amounted
to € 59 million (vs. € 54,9 million in 2022), while earnings after tax and minority interests (EAT after NCI) amounted to € 45,4 million (vs. € 42
million in 2022).
In addition, during 2023, Quest Group made significant investments which, together with the net borrowings for these investments, amounted
to approximately €28 million. The majority of the investments related to growth capex and new investments. The majority of these investments
concerned mainly the infrastructure of ACS, the new solar parks of Quest Energy, as well as the acquisition of the company «EPAFOS».
Good management in working capital requirements, mainly in Q4, and good organic profitability led - despite the significant sales growth - to
a good cash position for the Group and net cash position at the end of 2023 stood at €17 million compared to €-28,7 million at the end of 2022,
while €21 million was also distributed as dividends. Finally, net cash flow from operating activities amounted to approximately €6,5 million.
In particular, the 2023 performance and the outlook for 2024 by activity are broken down hereinbelow:
•
Commercial activity
(Info Quest Technologies, Quest on Line (you.gr), iSquare, iStorm, QClima, FoQus, GED and Epafos)
In 2023, total revenues amounted to €822,8 million (16,9% increase vs. €704 million in 2022), EBITDA was €33 million (28% increase vs. €25,7
million in 2022), while earnings before tax (EBT) amounted to €18,4 million (2,9% decrease vs. €17,9 million in 2022).
The decrease in EBT
margins is mainly due to the increase in borrowing costs due to the large increase in base interest rates.
For 2024, modest revenue growth is estimated, mainly coming from market share growth, growth and development of new activities. In
terms of profitability, it is estimated to be similar to 2023 due to the decline in gross margin in Apple's commercial products and the
expectation of maintaining high base rates throughout the year.
•
IT Services
(Unisystems group)
Revenue in 2023 amounted to €214,2 million (21,8% increase compared to 2022), EBITDA was €18,9 million (17,5% increase from 2022) and
earnings before tax (EBT) amounted to €16 million (25,1% increase from 2022).
For 2024, increased profitability and revenues are expected relating to growth both in Greece and abroad. More specifically, the growth will
derive from big projects of the Greek State (RRF, ESPA), from major contracts in the banking sector. The activities abroad present an increasing
trend as a result of the new big projects undertaken or of the extension in existing ones.
•
Postal Services
(ACS Courier)
In 2023, revenues amounted to € 149,7 million (5,6% increase compared to 2022), EBITDA amounted to € 24,2 million (7% increase compared
to 2022), and EBT amounted to € 19,7 million (4,3% increase compared to 2022).
For 2024, revenue and profitability growth is estimated to be higher than in 2023 mainly coming from courier services (due to the growth of
e-commerce).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
20
•
Production of Electricity from Renewable Sources (Quest Energy)
Revenues in 2023 amounted to € 9,9 million (-2,1% vs 2022), EBITDA amounted to € 8,2 million (3,1% increase compared 2022) and earnings
before tax (EBT) amounted to € 4,6 million (1,7% decrease compared to 2022).
For 2024, the gradual implementation of new investments is also planned, while mild growth is expected in all sizes of the activity.
In summary, Quest Group in 2023:
o
Achieved sales growth of +16% yoy (€1,196 million) from continuing operations, exceeding €1 billion for second time.
It is also noted that
it now has two companies with sales of more than €400 million in its portfolio of investments.
o
Showed an improvement in profitability from operations, EBITDA (+15,7%) and EBT (+7,3%) coming from most companies.
o
Broadened its portfolio of subsidiaries & activities with the acquisition of the shareholding (100%) in EPAFOS.
o
Distributed to its shareholders dividends/earnings of previous years amounting to approximately €0,19/share (approximately €21 million
in cash).
o
Implemented significant investments mainly related to the development of the new ACS facilities, new investments in energy sector and
the acquisition of EPAFOS amounting to approximately €28 million together with the loans taken out.
o
Expanded its commercial activity in Romania by taking over the Xiaomi products distribution.
o
Significantly increased the group's human resources, which exceeded 2,900 employees.
o
Continued and expanded its actions related to the training and development of its staff and managers alongside their effective goal
setting.
Quest Group continues to implement its business plans having as key priorities the increase of revenues, the reduction/containment of
operating costs, the mitigation of risks with controlled debt exposure and the limitation of credit risk and the generation and gradual
improvement of positive operating cash flows.
Quest Group's key objectives and priorities for 2024, taking into account the current circumstances, are:
•
To continue the organic growth of all areas of activity and the development of all areas of operation.
•
To ensure sufficient cash liquidity and maintain positive operating cash flows.
•
To continue planned investments to support further development of its operations in areas that will have greater potential in the future,
such as e-commerce.
•
To pursue further growth through acquisitions.
With regard to the outlook for 2024, from operations, a positive course is estimated for consolidated sales, EBITDA operating profit and
profitability before tax compared to 2023. The group's investments are estimated to exceed €30 million where the majority will be development
investments.
Taking into account the economic conditions, as well as the outlook for Greece, the main targets of the Group's Management for 2024, by
business sector/subsidiary, are as follows:
Parent Company Quest Holdings
2023 was a year of stability for Quest Holdings.
For 2024, the main objective of the parent company is to maintain a lean and efficient operating model with limited operating costs for the
Group's consolidated figures, to re-evaluate and improve the Group's structure, to maintain as far as possible the organic figures of its
subsidiaries in order for them to achieve their goals, as well as to implement their strategic plans and finally to look for new investment
opportunities in the same or new sectors with growth prospects and/or with higher profit margins.
The overview of 2023 performance and the outlook for 2024 are presented below for the most significant subsidiaries of the Group:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
21
Α
. Segment of Commercial Activities
Info Quest Technologies S.M.S.
Α
. – FoQus S.M.S.
Α
. - Team Candi S.M.S.
Α
.
(Distribution of Products and IT Solutions)
In 2023, a decrease in sales of personal computers in the Greek market (-16%) was recorded with a relative recovery in sales of mobile
phones (+10%), subsequently affecting the sales of the company, which is strongly active in these two product categories. The
geopolitical turmoil continued, with the addition of a new front in our wider region (Gaza Strip), with still unclear medium - long term
effects, while the increased inflation, mainly in essential necessities, and the prolonged election period, contributed to a reduction in
consumer spending. In the first months of 2023, supply chain problems were significantly reduced, but with worrying developments
and initial problems in the movement of goods in the last few months in terms of costs and delivery times. At the same time, borrowing
costs increased significantly, while there was a delay in the implementation of major digital transformation projects using Recovery
and Resilience Facility (RRF) resources.
Nevertheless, the forecasts from the international market and partner manufacturers, significant developments in technology with the
launch of products with new advanced capabilities, and the prospect of accelerating the digital transformation of the state,
organizations and enterprises, with faster absorption of available resources, create significant prospects for market recovery in the
coming years, for which the company is preparing intensively.
Expansion abroad & Operational Excellence
Particularly important for the company in the reporting period was the focus on the operational organization of its new subsidiary in
Romania (Info Quest Technologies Romania), having as object the distribution of Xiaomi products in that country, and the expansion
of the activity of its subsidiary in Cyprus (Info Quest Technologies Cyprus), to support the distribution of products of partner brands,
based on the extension of the relevant contracts. In 2023 the company reported the first positive results from its new activity in both
countries.
At the same time, in 2023, the automation and software roll out at the new Logistics Center in Aspropyrgos, Attica was completed,
with very positive results in terms of efficiency and productivity increase.
Sustainable Development & Working Environment
During the reporting period, the company continued its efforts to achieve its Sustainable Development and ESG objectives, in line with
the Group's strategy, with particular emphasis on closer monitoring of climate change related risks that may affect its operations. The
culmination of its efforts was the GOLD certification by the international performance evaluation body for Sustainable Development
EcoVadis
, which places it in the
Top 2% of companies in its sector
(Distribution of Digital Technology and Software Products) and in the
Top 3%
of all companies evaluated internationally by the body. At the same time, it completed the procedures for obtaining ISO27001
for Information Security.
The company continued its investment in the development and retention of its employees. For the first time in its history, in 2023 it
was recognized for the quality of its work environment as
Best Workplace
, receiving the very high 4th place among the 10 large Greek
companies, the 2nd place among Greek technology companies and the 27th place among mid-sized European companies, was included
among the
Most Admired Companies
, in the largest reputation survey conducted in Greece by Fortune magazine and was included in
the "ESG Transparency Index" list in the Diamond category (2nd level) published in Forbes Magazine with the support of EY.
Results
In 2023, Info Quest Technologies, exceeded its turnover targets, while rising interest rates and ongoing international challenges led to
slightly lower Profit before Taxes.
In detail, in 2023 Info Quest Technologies reported:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
22
•
Sales of €304.4M down -14.9% (vs 2022), in a market with a declining trend. Note that the 2023 and 2022 results are not
comparable, as in 2022 the company was operating as a sub-distributor of G.E. Dimitriou (GED) and included sales and profits
from this activity, while since 2023 GED operates as a standalone company.
•
EBITDA increased by 6.8% compared to the same period last year.
•
Significant financial charges and increased depreciation of €1.74M vs 2022, due to higher borrowing rates, support for new
activities and new investments.
•
A 20.9% decrease in EBT to €4.1M in 2023 compared to €5.2M in 2022 as a result of the above charges and investments.
•
Increased market share in IT and maintained market share and market position in Mobility & IoT
•
Launched activity in Romania, managing to enter into commercial partnerships with the most important organizations in the
Retail and operators’ sector
The company's performance resulted in receiving significant awards during the year from its partner suppliers, most prominently the
Xiaomi Legend Partner 2023
award, which Xiaomi awarded to just 5 partners worldwide.
In detail by business segment:
-
In the
IT and Communications Products (Volume Business)
, sales were down marginally by -1% vs the previous year, as a result
of lower consumer spending and the absence of device subsidy programs in a more pronouncedly declining market as mentioned
hereinabove. The conditions/co-operations were created for the development of new product lines in areas related to circular
economy, energy management and smart home/smart city, in line with the company's 5-year business plan.
-
In the
Mobility segment
, with Xiaomi's products as a key growth pillar, sales rose to 2022 levels, despite initial estimates of a
single-digit decline.
Xiaomi Smartphone
sales were up
3.5%
and more than 650,000 units were traded in Greece, Cyprus and
Malta. A significant contribution to growth was made by Xiaomi's sub-brand POCO, marketed by our subsidiary FoQus, where
total sales grew 43% YoY. The Xiaomi smart connected ecosystem experienced single-digit sales decline mainly due to the decline
in electric scooters, a market in which it is the dominant manufacturer. However, the expansion of the product range into
categories such as smart watches, kitchen and personal care gadgets, and charging devices brought
sales growth of over 50%
in
each category. The Xiaomi brand in Greece maintained very high market shares in all categories in which it operates, such as 2nd
place in Smartphones, 1st place in electric scooters, robot vacuum cleaners, headphones, etc., which are the highest in Europe.
Xiaomi Stores
sales in Greece and Cyprus grew +75% for a 2nd consecutive year.
-
In 2023, the
new activity in the Romanian market
was launched, through the subsidiary Info Quest Technologies Romania, having
as object the distribution of Xiaomi products, as an official partner of the top manufacturer.
In its first year of operation, it
managed to exceed initial forecasts both in terms of revenue, achieving sales of €32M, as well as in terms of profit before tax.
-
In the
Value Added Distribution & Cloud
segment, sales grew +19.7% (vs LY). In particular, the strategic
Cloud
business showed
significant growth of
+22%
(vs LY) and a high market share in the distribution of Microsoft Cloud Solutions in Greece. The
company's inclusion in the
Top 20 Microsoft Cloud Partners CEMA
(Central Eastern Europe, Middle East, Africa - 104 countries)
was very important and gave the organization access to upgraded services and financial tools, while providing new opportunities
and competitive advantages for further growth. At the same time, the Network Solutions segment, with its prominent partnership
with Cisco, experienced annual growth of over 17% with the expansion of its partner network and participation in national-scale
infrastructure projects. Last, the Business Software vertical solutions (Citrix, Red Hat, IBM, Veritas, Veritas, Broadcom) also
showed a +23% growth, completing the positive growth rate of Info Quest Technologies' value-added solutions.
-
The results of the wholly-owned (100%) subsidiary
Team Candi
, a company specialised in the implementation of Modern
Workplace and Automations solutions in Microsoft environment, were also positive in terms of turnover, which reached €1.1M.
The company received the
Microsoft Specialization for Low Code Application Development
certification, which ranks it among
the 4 Microsoft partners in the Central and Eastern Europe region and among the 80 worldwide, that have received this highest
specialization distinction giving it further prospects and growth opportunities. Particular emphasis was placed on documenting
project delivery methodologies and further specialization of staff alongside investment in research & development of new AI
technologies.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
23
2024 Outlook
2024 is expected to be another year of unique market conditions, many challenges and significant uncertainty. In this environment,
Info Quest Technologies is working intensively to continue its growth path in all areas, to expand its market shares and to achieve the
commercial targets it has set for the company and its subsidiaries. In particular:
•
it will continue and accelerate the transformation of its business model from a Tier2 distributor to a value creation platform
through an ecosystem of vendors, partners, customers (From Distributor to Aggregator);
•
it will continue its digital transformation and enhance the knowledge and skills of its employees;
•
it will continue to invest in an advanced and inclusive work environment;
•
it will further optimize the operation of the new Logistics Center for maximum benefits.
From a commercial perspective, the following create positive prospects:
•
The expected improvement in the economic climate and the gradual transition to a positive trend in the domestic and
international PC & Smartphones market;
•
the implementation of major digital transformation projects, utilising the resources of the RRF;
•
the focus on Cyber Security space;
•
the further utilization of Cloud solutions and services, from market sectors with low penetration to date, such as SMEs;
•
the strengthening and utilisation of Team Candi's know-how and the creation of an Ecosystem of integrated AI solutions for
enterprises;
•
exploring activity in the EV Charging space, both in terms of infrastructure and platform, as well as installation and support
services;
•
exploiting the opportunities arising from the enhancement of the company's role as a Top 20 Microsoft Indirect Provider in
the expanded CEMA Region;
•
the new Xiaomi and POCO smartphone lines, with the aim of increasing share especially in the premium segment;
•
the new products in the Xiaomi ecosystem with a special focus on the new range of Smart TVs, Robotic vacuum cleaners and
tablets;
•
the further expansion of the business in Romania targeting high growth rate while increasing market shares;
•
the expansion of the Xiaomi Stores network in Greece, Cyprus and Romania.
In conclusion, despite the multiple challenges and the great uncertainty in the business environment, the company's Management
believes that the continuous monitoring of developments, the systematic preparation for integration in new regions and targeted
investments, the gradual implementation of major projects in Greece and the overall acceleration of the transition to the new digital
era will help the company achieve its goals and create added value for the entire Greek society.
Quest Online S.M.S.A.
(e-commerce www.you.gr)
, the online store of the Quest Group, is one of the largest and most reliable purely online stores with 98% of its customers
stating that they are very satisfied with the store and its services.
In 2023, the Consumer Electronics market (which accounts for the majority of the turnover of
you.gr
) moved slightly upwards as a
whole, while electronic sales were slightly reduced. State aid programs such as the recycle -replace my appliance program for old
energy-intensive appliances helped boost sales in the respective categories, while on the contrary, demand for IT equipment continued
to be constrained.
you.gr
reported a turnover of €33.05M, up slightly vs. 2022, with a significant improvement in EBT (€161K, +118% vs. LY). Sales of Apple
products and Smartphones, in general, as well as of home appliances increased significantly, while the products included in the
aforementioned replacement programs of the State also made a significant contribution to sales.
With the aim of improving shopping experience and customer satisfaction, 2023 saw significant improvements across the entire
shopping journey and interaction of each visitor with
you.gr
. By way of indication:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
24
•
The range of products was enriched, which now exceeds 50,000 products;
•
the redesign of the site with the aim of better navigation began;
•
the customer support centre was redesigned;
•
personalization and support during the purchase process was reinforced with new content (e.g., guides for the right choice
of air conditioner);
•
new tools were used to optimise advertising performance;
•
delivery method (e.g., lockers) and payment method (e.g., instalments without credit card) options were optimized and
enriched;
•
support for the professional market (SOHO, B2B) was strengthened;
•
the process for easy management of vouchers for subsidized programs was optimised
2024 Outlook
Quest OnLine will continue to implement investments in systems and infrastructure, offering multiple choices to consumers in a secure,
modern and easy online shopping environment.
Given the market conditions, the company expects to expand its market share in the product categories it invests in, improving its year-
over-year performance. It will continue to participate in all subsidized programs related to its activities by proposing top products and
services to its customers. Quest OnLine, will continue its aim to continuously improve the shopping experience of each customer, investing
in new innovative technologies, new ways of reaching consumers and new partnerships, expecting you.gr to become firmly established in
the preferences of consumers who choose online shopping.
Clima Quest S.A.S.A.
(Gree air conditioning systems)
In 2023, Clima Quest, the exclusive distributor of Gree in Greece, the world's largest manufacturer of air conditioning systems, reported
a turnover of €11.2M, up 34% compared to the same period in 2022, and EBT of €425K, up 100% compared to the previous year. The
company's sales were slightly impacted by the replacement program for old, energy-intensive air conditioners, which was underway in
the first nine months of 2023. The company further focused on growing its partner network, both in terms of the specialist installer
channel and the major retailers serving consumers. Nationwide, the company's partner network exceeds 450 partners, marking a
significant expansion compared to previous years.
It is noted that GREE, develops and manufactures air conditioning systems, heat pumps, water systems and dehumidifiers, offering
complete and integrated solutions for residential, commercial and industrial applications. At the heart of all Gree's business activities
is innovation and environmental sustainability, which is reflected in its commitment to provide the most efficient and sustainable
solutions to meet all cooling and heating needs.
In the current climate and energy crisis, Gree's innovation and excellence in efficiency,
green design, and low energy consumption are expected to boost sales and penetration in the Greek market.
2024 Outlook
With regard to 2024, it is estimated that the expiry of the state's air conditioners replacement programs that were offered in 2023 will
negatively impact the home air conditioning market, which grew significantly vs 2022. Nevertheless, Clima Quest is estimated to
continue its growth, with the aim of increasing market share and further establishing itself in the market, with a focus on commercial
air conditioning solutions. Given the investment in personnel and know-how, the technological superiority of the manufacturer, the
large and systematically improving product range, the orientation towards offering more "green" solutions for both the home and
commercial market, the company is prepared to take advantage of all opportunities, as well as any state programs contributing to a
higher quality and cleaner environment in our country.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
25
G.
Ε
. Dimitriou
(Distribution of air conditioning products and home appliances)
G.E. Dimitriou is the exclusive distributor of Toyotomi air conditioners - the No.1 brand of air conditioners in Greece for many
consecutive years - with a market share that according to analysts' data approached 18% in 2023. The innovative features of the
products (such as the use of AI technology to adapt to the user's habits), its environmentally friendly operation (R32 refrigerant, low
energy consumption and low noise level) and advanced service and support services have contributed to the systematic and continued
successful presence in the market.
2023 was the first year that G.E. Dimitriou developed its business as a standalone member of the Quest Group without the support
(sub-distribution) of Info Quest Technologies. Therefore, there are no comparative figures with the previous year. The company's 2023
turnover amounted to €53.8M and EBT to €2.7M. The State's appliance replacement and recycling programme, which was underway
in the first nine months of the year, brought about significant rearrangements in the air conditioning market. Sales were significantly
boosted at a time of the year when there is usually not much activity. The total home air conditioners market is estimated to have
increased by 35% to over 650K sets (of which approximately 200K sets were provided through the program) and the momentum of the
retail sales channels increased significantly. G.E. Dimitriou, with the right commercial approach, availability and market positioning,
was able to capitalize on the opportunity and maintain its leading position by remaining in the lead in terms of sales share.
A significant part of the company's business is the marketing of products in a multitude of categories in both air conditioning, heating,
dehumidification and small appliances (SDA) through the historic Singer brand name. Taking advantage of the fact that Singer has been
the market leader for sewing machines and ironing presses for years the company has systematically developed and evolved an
extensive number of modern, quality and competitive products with ever-improving market shares.
2024 Outlook
With regard to 2024, it is estimated that the expiry of the State's air conditioners replacement programs that were offered in 2023 will
negatively impact the home air conditioning market, which grew significantly vs 2022. However, growth in the heat pump sector is
expected both through State programs and as a result of the ever-increasing consumer interest in more cost-effective and
environmentally friendly heating solutions. Both of the Group's air conditioning companies are expected to play an important role in
this growing market.
G.E. Dimitriou will continue its growth, with the aim of providing the best possible service to the market, developing its reseller network,
introducing even more innovative and technologically advanced products and further expanding its market share. At the same time, in
addition to the air conditioners market, it will seek further growth in the small domestic appliances (SDA) market with its “Singer” brand
name. Finally, it is entering the major domestic appliances market (MDA) through the distribution of products manufactured by the
historic and well-established companies Brandt, France (leader in the washing machines category) and Faber, Italy (the inventor of the
cooker hood). We believe that both the further development of the SDA business and the entry into the very large MDA market will
significantly strengthen the company's market position.
Today, when the climate crisis requires immediate mobilization and action from everyone, the leader, G.E. Dimitriou, is preparing to
continue to provide innovative cooling - heating solutions that will help to mitigate the impact from which we are all suffering.
EPAFOS
(Provision of Digital Technologies solutions and services to educational institutions)
2023 Report
EPAFOS, which joined the Quest Group in June 2023, specializes in providing specialized applications, solutions and equipment with a
focus on educational organizations. The company has enjoyed a long successful track record in its field, based on its innovative
approach, quality of service and reliability. In 2023 the company significantly increased its turnover by 28.7% compared to 2022 (from
€5.53M to €7.12M) and its profits by 100% (EBT from €610K to €1,250M).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
26
The increase in revenues in both of the two business categories the company focuses on was particularly significant, namely:
•
approximately 37% growth in standard software as a service (SaaS) products, and
•
approximately 50% growth in services, both in custom development and technical services
•
37
The main area of these sales remains directly or indirectly the education sector. In particular:
•
The family of the integrated SaaS platform for educational organisations "4School" recorded sales of around €600,000, with
implementations carried out through the RRF's DIGITAL MEDIA TOOLS programme. A significant part of these sales was to
new customers;
•
the company implemented, as subcontractors of the contractor, approximately 20% of a €5.92M contract for the installation
of interactive systems in schools of the Ministry of Education;
•
the company exclusively implemented the supply of equipment to schools for the Ministry of Education in Eastern Macedonia
and Thrace for the Computer Technology Institute and Press "Diophantus" in schools throughout Greece. Also, in 2023, as
subcontractors of the contractor, we completed the implementation of laboratories in Western Macedonia was completed,
being;
•
the project "1821" was implemented on behalf of the contractor, which involved the supply of robotics equipment to 1821
schools throughout Greece.
Outside the educational sector, the SVA platform, software as a SaaS service, sold exclusively to a large call centre, recorded an 18%
increase in sales. The other sales to EPAFOS' regular customers in all sectors, whether educational organizations or the rest of the
market, remained stable, with increasing trends.
2024
Outlook
The initial estimates for the year 2024 and to the extent that there are no adverse political, economic and social developments, predict
an increase in turnover, a further improvement in profitability and an expansion of sales in the education sector.
A key element of optimism is the company's total contracted backlog of projects, amounting to approximately €7,000,000, with an
estimate for completion of the majority of projects within the year.
Sales growth is also expected in the company's two main SaaS products.
•
In 4Schools, growth is estimated to be proportional to previous years (excluding 2023 where Digital Tools Program Vouchers
were offered) mainly due to repeat sales to our existing customer base.
•
SVA is estimated to grow by 20%, primarily due to an increase in the main customer's business.
An important goal of EPAFOS for 2024 is to maintain and improve a lean and efficient operating model with reasonable operating costs
and satisfactory performance in all areas of the company.
ISquare
S.Α.
(Apple products)
2023 Review
2023 was a pivotal year for the company, with Apple changing its distribution model. Despite the unfavourable general climate, the
company managed to record another year of growth in terms of size.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
27
On 1/7/2023, iSquare became an Apple Authorised Distributor (from Value Added Distributor) in Greece, due to Apple's local office in
Greece. Essentially the significant change is the reduction in gross profit margin in iSquare's business (Apple products) which is reflected in
the company's results. This transition impacted the second half of the year in which our profitability declined significantly. In Cyprus iSquare
remains a Value-Added Distributor with no change in its model.
In the IT market 2023 closed with a -15% recession and in Telecoms with +10% growth, thus this has been a stable market throughout the
year. Moreover, two elections took place, which negatively affected the market and, last but not least, the major disasters from the floods
in Thessaly and the wildfires in Rhodes and other cities also negatively affected the market.
In this year which has been full of challenges and difficulties, iSquare managed to cope in the best way and continued its excellent
performance with strong double-digit sales growth in almost all product categories. More specifically, in 2023, the company closed with a
17% sales growth exceeding €401m, gaining significant share in all product categories it operates in with the iPhone leading the growth
and recording >28% yoy sales growth.
At the same time, the company continued its investment plan in its partner retail network with new Apple locations and areas in the stores
of major retailers both in Greece and Cyprus. Thus, in 2023 it added another 28 new Apple Programs locations, with the total number of
Apple Programs locations now amounting to 131 spaces of high aesthetics, functionality and experience. It also trained and certified many
new sales people and in 2023 we exceeded 200 Apple Champions & iPros in Greece and Cyprus.
In conclusion regarding iSquare and the Apple ecosystem in general in Greece and Cyprus, 2023 was a record year on all levels.
2024 Outlook
Difficulties and challenges are expected to continue in 2024 and be similar to those of the previous year: two wars are unfolding relatively
close to us, there is tension in sea transport, high inflation and high prices in consumer goods, and high interest rates that significantly
affect business.
For 2024, which will be the first full year under the new distribution and operation model, we are cautiously optimistic and expect it to be
another positive year in terms of sales across all categories. Strong obstacles to improvement remain supply chain issues with product price
increases and difficulties in sea transport, high interest rates and persistent inflation.
At the same time, the company will continue its investment plan with point of sale upgrades in retail stores, training of salespeople to
improve the overall Apple experience for consumers. In Cyprus, the company will continue to expand and upgrade its network through
authorized resellers, which will further strengthen iSquare's sales in Cyprus as well. Finally, new innovative Apple products are expected
mainly in the second half of the year as every year, which will further boost iSquare's sales.
2024, as already mentioned, will be the first full year under the new operating model in Greece, a change which will significantly reduce
profit margins in iSquare's business (Apple products). For this reason, profitability, is expected to be significantly reduced compared to
2023.
iStorm S.Α.
(Apple Retail Stores - Apple Premium Reseller)
2023 Review
iStorm SA (www.istorm.gr) has been active in the market since 2010 and aims to develop and operate model stores exclusively for Apple
products (Apple Premium Reseller - APR). iStorm stores offer the best Apple ecosystem experience by stocking all Apple products, as well
as a wide variety of peripherals and accessories, top-notch service and technical support, free tutorials and knowledgeable staff. Today
there are fifteen (15) iStorm stores in total, out of which eleven (11) stores operate in Greece and four (4) in Cyprus.
For iStorm, despite difficult conditions, 2023 was a year of explosive growth in sales growth. It achieved exceptionally high growth rates
with a 27% increase in sales exceeding EUR 93 million. The expansion of its network with a new store (its 15
th
) at the Mall Athens completed
the growth path. All product categories had strong double-digit growth.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
28
2024 Outlook
In 2024, the current challenges are expected to continue in terms of the retail sector in which the company operates.
Nevertheless, the company is cautiously optimistic and 2024 is expected to be another positive year with further growth across the board.
The company expects the market to be stable with a possible improvement in the economic climate in the second half of the year, due to
tourism in particular which is expected to contribute significantly to the growth and uplift of the market in general.
The company aims to further expand its store network with the addition of two (2) new stores in Greece in order to achieve better coverage
of areas and to further strengthen the network and the iStorm brand in Greece and Cyprus.
At the same time, iStorm intends to continue investing in its online store as well as in new services that it plans to launch in the coming
months, which will further enhance the customer experience. The company's CRM system has been completed and is operational which
will significantly help commercially and improve personalised customer service and tracking. It will also continue to further improve and
enhance its call centre as an alternative sale, contact and support channel for its customers. It will also further upgrade its consumer loan,
trade-in and same-day product delivery services to provide an even better customer experience in 2024. Finally, it will expand the range of
services it offers with more and more comprehensive customer support services for a better customer experience.
In conclusion, in 2024, with the addition of new points of sale and upgrading its productivity, the company is projected to have another
positive year with further growth in all its metrics both in terms of sales and strengthening against the competition, market share and
profitability growth.
B. Segment of Information Technology Services
Uni Systems
Integrated IT and Telecommunications Solutions and Services
Consolidated revenues in 2023 amounted to €215 million (up 22% vs 2022), EBITDA was €19 million (up 20% vs 2022) and earnings
before tax (EBT) amounted to €16.3 million (up 28% vs 2022). 47% of total annual revenues were generated from international markets.
Growth in the domestic market was 25% while that of the international market was 19% respectively.
For 2024, initial estimates project further revenue and profitability growth coming from both domestic and international growth. More
specifically, the increase will result from the intensification in the implementation of major Greek public sector projects (RRF, NSRF),
from large contracts in the Banking sector and in the Energy sector. Activities abroad continue their upward trend with new large
projects or extensions of previous contracts. A key challenge is to find and retain experienced and qualified staff.
D. Segment of Postal Services
ACS
Postal Services
2023 Report
The company had an overall positive performance in 2023, with total revenues amounting at approximately €150,6 million (+5,6% compared
to 2022). Revenue growth came from courier services which showed higher growth of around 6%. Revenue from postal services showed a
decrease of -6% compared to the previous year due to the digitalization of accounts and documents, while the activity of postal services in
2023 now concerns only 4% of total revenues. The company's operating EBITDA in 2023 amounted to €24,2 million (up by around 7% from
2022) while EBT amounted to €19,6 million (5% vs 2022).
At the same time, the company has continued to upgrade its IT infrastructure and new solutions for its customers, as well as to develop its
network of points to better serve the needs of its e-commerce customers and the automation of deliveries using automated lockers to improve
the customer experience and increase its market share in this market.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
29
2024 Outlook
For 2022, ACS bases its revenue growth mainly on courier services. The courier services market is expected to show growth while the postal
sector will show a decline due to the continued dematerialisation of accounts.
At the same time, in 2024 operating more efficiently than before the new facilities in Attica, the main goal is to further upgrade and improve
the customer-recipient experience. For 2024, a higher growth in the company's revenues and profitability is estimated compared to that
achieved in 2023 as the results of the investments in the new sorting center will begin to be seen. At the same time, investments will continue
with an emphasis on strengthening the last mile.
E. Segment of Production of electric power from renewable energy sources
Quest Energy S.A.
Wind and solar farms
The company, after the completion of acquisitions of photovoltaic power stations with a total capacity of 4.9 MW in 2023, further increased
its portfolio power which now amounts to 39.2 MW.
The company's main strategic objective for 2024 is to further increase the installed capacity of its operating stations, through the acquisition
of operating photovoltaic power stations, or the development of new plants, which meet defined technical and economic criteria.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
30
8.
Corporate Governance Statement
This Corporate Governance Statement is prepared in accordance with the provisions of article 150 et seq. of Law 4548/2018, as such
in force, articles 1-24 of Law 4706/2020, resolutions no. 1/891/30-9-2020, 2/905/3-3-2021 and 2/917/17-6-2021 passed by the Board
of Directors of the Hellenic Capital Market Commission, circular no. 60/18-9-2020 of the Hellenic Capital Market Commission, the
relevant letters, remarks, recommendations and replies of the Hellenic Capital Market Commission, announcement no. 040/29.11.2022
of the Hellenic Accounting Auditing Standards Oversight Board (HAASOB) on the Audit Framework for assessing the adequacy and
effectiveness of the Internal Audit System (IAS) according to the provisions of Law 4706/2020 and the relevant resolutions of the
Hellenic Capital Market Commission, the Hellenic Corporate Governance Code (HCGC) 2021, which has been adopted by Quest Holdings
SA (hereinafter referred to as the “Company”) according to the resolution of its Board of Directors passed on 15-7-2021, and the other
applicable legislation.
The Board of Directors has carried out the annual review of the Company and Group Companies’ strategy (as results from this annual
financial report), the main business risks (as such are included in this annual financial report, as well as in the risk registers of the
Company and the Group Companies), as well as the internal control systems according to the relevant recommendations and updates
of the Audit Committee.
a
. Introduction
As it is known, law 4706/2020 contains, among others, provisions on the corporate governance of societes anonymes with shares or
other securities listed on a regulated market in Greece (articles 1-24 of the law) which (provisions) entered into force on 17-7-2021.
Quest Group has recognized that the modern corporate governance, constitutes a central pillar for its development, and for its
transformation from a family business to an important, professionally managed Business Group.
Therefore, it attaches great importance to compliance with the applicable legislation, to the adoption of HCGC 2021, to the
composition and effective operation of its BoD, to the participation of a large number of independent members in the BoD, to the
operation of the BoD Committees (in addition to those set out by the law and the HCGC) including
the Corporate Governance
committee, to the existence of detailed and constantly updated internal operating regulations, to the existence and adoption of
modern policies, to sustainability, to its system of principles and values and, above all, to the creation and continuous development of
an excellent working environment and the development of the employees in the Group.
Quest Group applies principles and best international practices of Corporate Governance, aiming at the effective internal
dissemination of the Corporate Governance system, its adoption by the entire ecosystem of the Company and its subsidiaries, its
monitoring and continuous evaluation and development based on regulatory compliance requirements and international best
practices, the responsible operation of the Group, the safeguarding of the interests of shareholders and stakeholders, transparency,
fostering competitiveness, the long-term viability of its companies and the creation of sustainability for the Group.
The Quest Group Corporate Governance system supports and ensures a modern and effective way of managing the Group and ensures
the interests of all stakeholders, taking into account the size, nature, scope and complexity of their activities. It consists of the
following:
The BoD, which shapes at a group level the vision, the mission, the principles, the values, the culture of the Group as well as
the strategy, the goals and the business planning.
The Committees of the BoD, which contribute to the effective coordination, control and monitoring of the various activities
in the Group and operate with a view to their alignment with the broader strategy and objectives of the Group.
The Management Committees at Group level consisting of Company and Group executives.
The organizational Units of the Company that coordinate and supervise key operations of Quest Group and contribute to the
optimization of cooperation, the achievement of synergies and economies of scale, the utilization of common resources and
the monitoring of critical operations at Group level.
The Group Policies and the Uniform and Standard Procedures, which are a key tool for improvement, development and
effective management at Group level.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
31
The other organizational structures, functions, policies and procedures of each Group Company, which allow the operational
autonomy of the Group Companies as well as their simple and flexible organization.
Image 1. Schematic representation of Quest Group Corporate Governance System
b. Code of Corporate Governance
The Company complies with the applicable legislation on Corporate Governance (i.e., Law 4706/2020 and the decisions and circulars
of the Board of Directors of the Hellenic Capital Market Commission and other competent Bodies and Authorities), as well as with the
HCGC 2021, which has been adopted by the Company by virtue of the BoD resolution passed on 15-7-2021 and in accordance with
article 17 of Law 4706/2020 which has been posted on the website of the Hellenic Corporate Governance Council, as well as on the
Company's website, as follows:
The HCGC is implemented by the Company with the following deviations in the 2023 fiscal year:
i.
The applicable Senior Executive Recruitment Process outlines, among other things, the periodic review process for the
succession plan of the Company's Chief Executive Officer and the practices for role profiling and search for executives.
Furthermore, a succession plan for the position of the Company's CEO has been prepared, which, in accordance with
the above Process, is reviewed annually by the Nominations and Corporate Governance Committee in cooperation with
the CEO and the Chairman of the Board of Directors, and the relevant resolutions are passed by the Board of Directors
of the Company.
ii.
The contracts of the executive members of the Board of Directors did not include a provision that the Board of Directors
might demand the return of all or part of the bonus awarded, due to breach of contractual terms or inaccurate financial
statements of previous years or, in general, incorrect financial data used for the calculation of such bonus. However, the
Board of Directors approved at the end of 2021 the System of Variable Remuneration of Senior Executives which
provides for the above, as well as enacts specific conditions, terms, objectives and criteria for awarding variable
remuneration and it was, therefore, deemed necessary and implemented the additional inclusion of the above System
of Variable Remuneration of Senior Executives as an annex to the contracts of the executive members of the Board of
Directors. The relevant amendment to the contracts is about to be approved by the competent corporate bodies of the
Company and its subsidiaries.
iii.
The evaluation process of the Board of Directors, the Chairman and the Members of the BoD, the Committees and their
Members for the year 2022 was completed within the first half of 2023 and was conducted by an external evaluator.
Furthermore, the executive members of the BoD (other than the Chairman of the BoD) were evaluated for the
performance of their executive powers using the 360
o
evaluation system for 2023. Moreover, the CEO was evaluated
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
32
for the performance of his executive powers in 2023 by the Board of Directors, through the Chairman of the BoD, in
accordance with a relevant delegation of authority given by the BoD.
The individual and collective evaluation of the BoD, the Chairman and the Members of the BoD, its Committees and
their members for the year 2023 is ongoing and will be completed in the first half of 2024.
A summary of the individual and collective evaluation process of the BoD, the Committees for 2022, and a summary of
any findings and corrective actions is included in this Statement under "iv. Information on the Composition and
Functioning of the BoD, its Committees and other committees or bodies of the Company", subchapter 1 "Board of
Directors", paragraph g "Evaluation of the BoD, Committees and Board Members".
A relevant summary description of the individual and collective evaluation process of the BoD, the Chairman and the
Members of the BoD, its Committees and their members for 2022, as well as a summary of any findings and corrective
actions will be included in the Corporate Governance Statement for 2023.
iv.
The Corporate Governance Statement does not include the Compensation Report for the members of the BoD, due to
the fact that its content is pending, as it is usually subject to approval by the upcoming Ordinary General Meeting. Its
publication is imminent upon completion of its content and its audit by the certified auditors and, in any case, in time
before the Ordinary General Meeting of the Company's Shareholders.
c. Description of the main features of the Company's Internal Control and Risk Management system in relation to the process of
preparation of the financial statements
i.
Internal Control System
The Company implements a Corporate Governance System in accordance with applicable law. Part of the Corporate Governance
System, is the Internal Control System. Internal Control System (or "ICS") means all the internal control mechanisms and procedures,
including risk management, internal control and regulatory compliance, that cover on a continuous basis every activity of the Company
and the Group Companies and contribute to its safe and efficient operation (article 2 of law 4706/2020). It consists of:
Control Environment
Risk Management
Control Activities
Information & Communication System
ICS Monitoring Activities
The Company's Board of Directors is responsible for ensuring the adequate and efficient operation of the Company and the Group
Companies’ ICS, ensuring that the functions that make up the ICS are independent of the business sectors they control, and that they
have the appropriate financial and human resources, as well as the powers to operate them effectively.
In particular, the three (3) lines of defence (Internal Audit, Risk Management, Regulatory Compliance) within the framework of the
Group ICS, are structured as follows:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
33
Image 3. The model of the three lines of Quest Group
A. Internal Control
The mission of the Internal Audit Department (ICD) and its manager is to provide independent, objective assurance services (audits)
and consulting services (in matters such as providing professional opinion on critical issues, etc.), designed to add value to the Company
and the Group Companies and contribute to the upgrade and improvement of business operations.
The goal of the ICD is to assist the Company and the Group Companies to achieve their objectives, applying a systematic and scientific
method for monitoring, evaluating and improving the effectiveness of risk management processes, quality control mechanisms and
the internal control system and the corporate governance. The ICD has in place and implements Rules of Procedure, which are
approved by the BoD upon recommendation of the Audit Committee.
The Company has an independent ICD. The manager of the ICD is appointed by the Board of Directors of the Company, upon
recommendation of the Audit Committee, is a full-time employee with a dedicated job, is personally and operationally independent
and objective in the performance of his duties and has the appropriate knowledge and relevant professional experience.
The ICD manager functionally reports to the Audit Committee and administratively reports to the CEO of the Company, in accordance
with the applicable legislation and the Rules of Procedure of the Company.
As set out by the applicable legislation, the Internal Control Department has the particular responsibility to:
monitor, control and evaluate the implementation of the Company's Rules of Procedure and the Internal Control System
(especially in terms of: i) the adequacy and correctness of the financial and non-financial information provided, ii) risk
management, iii) the regulatory compliance and iv) the corporate governance code adopted by the Company), the quality
assurance mechanisms, the corporate governance mechanisms and the observance of the commitments contained in the
Company’s bulletins and business plans regarding the use of the funds raised from the regulated market.
prepare reports to the audited units with findings regarding the above case, the risks arising from them and
recommendations for improvement, if any. The ICD reports, after incorporating the relevant views by the audited units, the
agreed actions, if any, or the acceptance of the risk of non-action by them, the limitations on its scope of control, if any, the
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
34
final internal control recommendations and the results of the response of the audited units of the Company to its
recommendations, are submitted to the Audit Committee quarterly.
submit every three (3) months at least to the Audit Committee reports, which include the most important issues and
recommendations, regarding the tasks of the above cases, which the Audit Committee presents and submits together with
its comments to the BoD.
The Board of Directors and the Audit Committee stipulate that the ICD manager and members have full access to all the activities and
units of the Company and the Group Companies, as well as to all the data and information of the Company and/or connected companies
or subsidiaries and/or third parties provided that this is expressly set out in the relevant contracts with third parties or on the basis of
relevant decisions of the corporate bodies of the connected or subsidiary companies and/or third parties.
The ICD manager has direct access and communication with the members of the Audit Committee without the presence of the
management team of the Company or the Group Companies.
Furthermore, the ICD acts in accordance with the guidelines set by International Standards for the Professional Practice of Internal
Auditing and adopts the program of improvement and quality.
Β
.
Risk Management
The Company has established and implements a Risk Management System.
Contingencies that may have a negative impact on the achievement of strategy or objectives are identified as risks, classified into
categories (strategic, operational, financial, non-compliance), analysed and assessed. The appropriate response is decided and actions
are taken to mitigate them as appropriate.
The methodology follows the standards of ISO 31000 and COSO ERM and is followed by the Company and all important subsidiaries as
detailed in the Risk Management System, the Risk Management System Charter and in the Rules of Procedure of the Risk Management
Committee.
The Risk Management System is schematically illustrated below:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
35
Image 4. Quest Group Risk Management Process
The Board of Directors of the Company shall issue an annual declaration of risk appetite. It reviews significant risks and approves the
Risk Register and Risk Management Plan. The Boards of Directors of significant subsidiaries do likewise.
The Audit Committee evaluates the effectiveness of the Risk Management System and recommends amendments to the Board of
Directors.
The Risk Management System is supervised by the Company's Risk Management Committee.
The Company's Group Risk Officer monitors the progress of the most significant risks, reports to the Company's CEO and submits regular
reports to the Risk Management Committee and the Audit Committee.
The Risk Manager of each Group Company assesses the risk exposure of the respective Group Company and the progress of
implementation of relevant actions. He informs the respective CEO and the Group Company's Group Risk Officer accordingly.
Each Risk Owner assesses the risk and reports to the Risk Manager and the CEO of the Group Company on a regular basis on the risk
situation.
The Group companies regularly review (at least three times a year) the risk register and the risk management plan or exceptionally, as
required.
The causative factors of risks are examined and the appropriate risk management measures are designed, including risk mitigation
measures and related control activities against the risks.
Particular emphasis is given to the risks related to the health and safety of employees, the protection of personal data, the processing
and disclosure of the financial statements of the Group companies.
Risk management is supported by a specialised application, which enables the recording of the goals and objectives of each Group
company and the identification, analysis and assessment of each risk. Moreover, the above application captures all risk mitigation
actions and their actual effect. At the same time, the available safeguards are highlighted for each risk.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
36
All Company activities are subject to audits by the Internal Control Department and their results are presented to the Audit Committee
and/or to the Board of Directors of the Company. Moreover, the Audit Committee reviews the management of the Company's main
risks and uncertainties and their periodic review. In this context, it evaluates the methods used by the Company for identifying and
monitoring risks, treating the main ones through the Internal Control System and the Internal Control Department as well as disclosing
them in the published financial information in a correct manner. Recognized reputable international auditing firms conduct audits and
certify the financial statements of the Company and the Group's subsidiaries.
C.
Regulatory Compliance
The Company is committed to strictly comply with the applicable legislation and responsible business behaviour, in harmonization with
the principles and values of Quest Group, in all aspects of their activities and operation. The Code of Conduct & Ethical Behaviour is a
guiding tool for the demonstration of good professional conduct, ethics and integrity. The Code sets out the commitments of the
Company and its subsidiaries and the required behaviour regarding the principles and rules that govern each activity of the Company
and its subsidiaries, as well as the relations between the Group companies, their employees and other stakeholders.
To this end, it implements a
Regulatory Compliance System
that includes four main pillars, as described in the relevant text:
1.
Compliance Strategy
2.
Compliance Risk Management
3.
Compliance Policies and Procedures
4.
Forming a Compliance Culture
The
Regulatory Compliance System
coordinates and supports the Management of the Company and the Group Companies for the
achievement and continuous improvement of the objectives related to compliance, providing specialized knowledge, guidance, support
and monitoring.
The Company and the Group Companies implement a Report / Complaint Management Policy, having enacted complaint management
mechanisms and communication channels to manage and investigate incidents of unlawful or unethical conduct.
Furthermore, the Company has a Regulation of Procedure for the Regulatory Compliance Unit / System which includes the definition
of the organizational and operational framework of the Regulatory Compliance Management System of the Company and the Group
Companies and ensures that the roles of the Regulatory Officers of the Group, especially in the important companies thereof:
are independent of the business sectors they control,
have the appropriate financial and human resources,
have the powers to function effectively in order to carry out their role,
are described by clear, enforceable and duly documented benchmarks and allocation of duties.
The organization of the Regulatory Compliance Unit within the Group is crucial to ensure that the
Regulatory Compliance System
consistently achieves its objectives.
The general coordination for the implementation of the regulatory compliance system at Group level is carried out by the Head of the
Group Regulatory Compliance Unit, who reports to the Audit Committee.
Group Companies’ Compliance Officers (of key subsidiaries) coordinate and implement the management of the regulatory compliance
system in key subsidiaries of the Group.
The implementation of the Regulatory Compliance System is monitored by the Audit Committee of the Company.
The appointment of the Head of the Group Regulatory Compliance Unit is approved by the BoD of the Company upon recommendation
of the Audit Committee and the Regulatory Compliance Officers of the Group Companies are appointed by the respective BoDs.
The Board of Directors of the Company and each Company of the Group, ensures that:
(a) the Regulatory Officer has sufficient knowledge and experience to carry out his/her responsibilities, and
(b) has full access to all necessary data, systems and information for the fulfilment of his/her responsibilities by taking the necessary
measures.
The above is supervised by the Board of the Company through the Audit Committee.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
37
ii. Information security and business continuity
A key factor and a prerequisite for the development of the Company and the Group Companies is the existence of a safe working and
creative environment.
Since the generation, management, transmission and storage of all types of information is an important value and growth factor, it
requires appropriate protection and safeguards. This need becomes particularly urgent in the modern, complex and interconnected
business environment in which the Company and the Group Companies operate, where information is exposed to threats and
vulnerabilities that are constantly increasing in number and variety.
As part of the Group's ongoing commitment to providing the best possible experience for both its employees and customers, the Group
sets high goals for a "safe" environment in the physical and digital world.
To this end, it implements and adopts appropriate organisational and technical protection measures, which form part of an integrated
Information Security Framework. This Framework fully complies with the relevant legislation, the regulatory framework and
incorporates international best practices. It supports and ensures a modern and effective way of managing the information security of
the Company and the Group Companies and safeguards the interests of all stakeholders, taking into account the size, nature, scope
and complexity of their activities.
The Information Security Policy, a key part of the organisational measures of this Framework, provides the direction for the protection
of data managed by the Group companies, providing guidance in relation to how information is organised and processed. The Policy
consists of a set of rules that define how information resources are managed and protected. These rules define the role, competencies,
responsibilities and duties of each party involved.
The Security Policy aims to establish a framework of general obligations ensuring the confidentiality, integrity and availability of
information generated, circulated, stored and generally processed, whose implementation ensures a high level of Security in relation
to the Group's risk profile. Due to the increasing risks in the internal and external operating environment of the Company and the
Group Companies, a continuous, systematic and methodical risk analysis has been established.
iii.
Basic information on the operation of the General Meeting of Shareholders, their basic powers and description of their
rights and how to exercise them
The General Meeting is the supreme decision-making body of the Company, convened by the Board of Directors and can decide on all
important issues of the Company, in accordance with the applicable legislation. Shareholders are entitled to participate either in person
or by legal representative, in accordance with the applicable legislation.
The Annual Ordinary General Meeting is held once a year in accordance with the provisions of the applicable legislation and the Articles
of Association of the Company, in order, among other things, to approve the annual financial statements of the Company and the
Group, to decide on the distribution or not of profits and to approve the overall management of the members of the BoD and release
the Auditors from any responsibility.
The corporate governance system of the Company includes adequate and effective mechanisms of communication with the
shareholders, in order to facilitate the exercise of their rights and the shareholder engagement. In this context, the Company complies
with its obligations to inform the shareholders at the General Meeting on its specific matters, upon their relevant request, in accordance
with the provisions of Law 4548/2018.
The Company discloses all information related to the General Meeting of Shareholders in a way that ensures easy and equal access to
all shareholders. All publications and related documents are posted on the Company's website in Greek and English. The Company
publishes and posts on its website the information set out in the applicable legislation (as by way of indication law 4548/2018),
regarding in particular the preparation of the General Meeting, as well as information on the activities of the General Meetings, in
order to facilitate the effective exercise of shareholders' rights. At least the Chairman of the Board of Directors and the Chief Executive
Officer are present at the General Meeting and are available to provide information on the issues raised by the shareholders for
discussion. Responsible for the above information and communication with the shareholders is the Division of Shareholder Relations
and Compliance with the Principles of the Capital Market (which covers the responsibilities of the Shareholder Services Unit).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
38
The rights of the Company's shareholders are defined in the Articles of Association, which has been posted on the Company's website
((
07/%CE%9A%CE%A9%CE%94%CE%99%CE%9A%CE%9F%CE%A0%CE%9F%CE%99%CE%97%CE%9C%CE%95%CE%9D%CE%9F%20%CE
%9A%CE%91%CE%A4%CE%91%CE%A3%CE%A4%CE%91%CE%A4%CE%99%CE%9A%CE%9F%20QH%20%CE%A4%CE%93%CE%A3%201
5062022%20final_0.pdf
) and the applicable legislation.
iv.
Information on the composition and operation of the Board of Directors, its Committees and other committees or bodies
of the Company
1. Board of Directors (BoD)
The BoD, in accordance with its Rules of Procedure, exercises its duties in accordance with the provisions of the Company's Articles of
Association and the applicable Greek legislation (Law 4548/2018, Law 4706/2020, as well as in accordance with the provisions of Law
4449/2017, the regulatory decisions and documents no. 1302/28.4.2017 and 1508/17.7.2020 of the Hellenic Capital Market
Commission addressed to listed companies).
Furthermore, its Rules of Procedure also indicate areas where the role and responsibilities of the Board of Directors are of particular
importance to the Company.
The Board of Directors, as the supreme management body of the Company, is mainly responsible for:
o
defining the vision, the mission, the values and the culture of the Company,
o
planning and monitoring the implementation of the Company's strategy and approving and monitoring the Company's
business plan, in order to promote the corporate interest in a sustainable way and to defend the interests of all stakeholders,
o
passing resolutions concerning the management of the Company, the management of its assets and the overall achievement
of its scope of works,
o
defining and supervising the corporate governance system of articles 1 to 24 of Law 4706/2020, and the periodic monitoring
and evaluation, at least every three (3) fiscal years, of its implementation and effectiveness, taking the appropriate actions
for addressing deficiencies,
o
ensuring the adequate and efficient operation of the internal control system, aiming in particular at:
the consistent implementation of the business strategy, with the efficient use of available resources,
identifying and managing the substantial risks associated with its business and operation,
the efficient operation of the internal control unit,
ensuring the completeness and reliability of the data and information required for the accurate and timely
determination of the financial situation of the Company and the preparation of reliable financial statements, as well as
of its non- financial situation, according to article 151 of law 4548/2018,
complying with the regulatory and legal framework and the internal regulations, policies and procedures, governing the
operation of the Company.
o
determining the extent of the Company's exposure to risks, which it intends to undertake in the context of achieving its
purpose and in particular its long-term goals and business strategy,
o
ensuring that the annual financial statements of the Company, the annual management report and the corporate governance
statement, their consolidated form, as well as the compensation report of the members of the Board of Directors, are
prepared and published in accordance with the provisions of the law and the relevant accounting standards,
o
the recommendation to the General Meeting (GM) for the appointment of the certified public accountant or auditing
company,
o
defining the sustainability policy and the ESG strategy,
o
the appointment of the Committees that will support its work and the approval of their Rules of Procedure,
o
the supervision of the implementation of its decisions by the executive management and the overall monitoring and control
of the performance of the Company and the executives,
o
the definition of the responsibilities of the Chief Executive Officer and the Deputy Chief Executive Officer, and of the managing
directors when appointed,
o
the determination of the appropriate structures, reporting lines and responsibilities for the achievement of the Company's
objectives,
o
ensuring the smooth succession of its members and senior executives of the Company,
o
its effective operation, its regular evaluation, as well as of its Committees and members, and their continuous improvement,
o
the composition and operation of the BoD and its Committees in accordance with the applicable legislation, as well as for the
compliance with every obligation that arises out of the applicable legislation and the corporate documents and policies and
procedures that govern it, and
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
39
o
the other responsibilities as they are set out according to the Company's Articles of Association, its Internal Rules of Operation
and the applicable legislation.
In addition to the above, based on collective responsibilities, the Board of Directors may delegate part or all of the management and
representation powers of the Company, except those that require collective action, to one or more persons, members of the Board,
employees of the Company or third parties determining at the same time the extent of this delegation.
The size and composition of the Board of Directors allow the effective exercise of its responsibilities and reflect the size, activities and
strategic development plan of the Company. The Board of Directors consists of a minimum of seven (7) to a maximum of thirteen (13)
members, who may be executive, non-executive or independent non-executive members.
The selection, replacement or renewal (or not) of the term of office of the members of the Board of Directors is carried out according
to the Suitability Policy for Members of the Board of Directors approved by the General Meeting with the aim to appoint members at
the Board of Directors who are adequate and of high level in order to ensure the effective fulfilment of its duties pursuant to the
business model and the Company strategy.
The independent non-executive members are elected by the General Meeting or appointed by the BoD in accordance with § 4 of article
9 of Law 4706/2020, and as a rule constitute at least 50% of the members of the Board. In exceptional cases and if the Company invokes
a special reason that is substantiated this number may be lower, but in no case less than one third (1/3) of the total number of members
of the Board and in each case not less than two (2) members.
The independent non-executive members of the Board of Directors meet the criteria of independence as provided for in Article 9 of
Law 4706/2020 and are developed in detail in the Internal Rules of Procedure of the Company and in the Procedure for notifying any
dependent relationships with independent non-executive members of the Company’s BoD. The fulfilment of the conditions for the
designation of a member of the BoD as an independent member is reviewed by the BoD at least annually per fiscal year and in any case
prior to the publication of the annual financial report, which includes a relevant finding.
The BoD defines the status of its members as executive or non-executive, and further, posts and keeps up to date the information and
documents regarding the election of its candidate members (executive, non-executive and independent non-executive), in accordance
with article 18 § 1 and article 4 § 4 of law 4706/2020, coordinated by the Corporate Secretary.
Upon its constitution into a body, the Board of Directors elects, by absolute majority among its members, the following:
1.
the Chairperson of the Board,
2.
the Vice- Chairperson or more Vice- Chairpersons (who will replace the Chairperson in all his/her capacities in case of absence
or impediment);
3.
the Chief Executive Officer,
4.
the Deputy Chief Executive Officer or the Managing Directors, if any;
5.
the other members.
The Board sets up Committees that support its work and make recommendations to it for its decision-making. The following
Committees currently operate within the Board of Directors, whose role and responsibilities are broken down in the respective Rules
of Operation applied by the Company in each of them:
1. Audit Committee,
2.
Nominations and Corporate Governance Committee (hereinafter referred to as "NCGC"),
3. Compensation Committee,
4. Sustainability Committee,
5. Strategic Planning Executive Committee.
The BoD with its relevant decisions may establish other Committees.
Finally, the BoD, applying best corporate governance practices, at its discretion, exclusively appoints independent non-executive
members as members of the Audit Committee and the Compensation Committee.
The term of office of the members of the BoD is three years (3 years), which is automatically extended until the first ordinary General
Meeting after the end of their term, which however cannot exceed four years.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
40
Board members may be re-elected and are freely revocable. Subject to the above, the term of office of the Board of Directors may be
extended until the expiration of the deadline, within which the next ordinary General Meeting of the Company's shareholders must
convene.
The BoD convenes whenever the law, the Articles of Association, or the needs of the Company so require. In any case, the Board of
Directors must meet with the necessary frequency in order to perform its duties efficiently and productively.
At the beginning of each calendar year, the BoD adopts by decision of the Chairperson and under the guidance of the Corporate
Secretary a calendar of meetings and an annual action plan, which may be revised according to changes in the institutional framework
and the needs of the Company, in order to ensure the full and timely fulfilment of its duties, and to adequately examine all items on
which it passes resolutions.
The Chairperson of the Board, the Presidents of the Committees and the Independent Vice- Chairperson are responsible for calling
executive sessions of the members of the Board. These sessions are attended by members of the Board of Directors, Company and
Group executives, third parties (e.g., the certified auditor of the Company) and external consultants. During the executive sessions it is
not necessary to keep detailed minutes but in each case the participants, the items discussed and any subsequent actions agreed are
recorded.
The Independent Vice Chairperson calls, at least two (2) meetings per year, with the presence of only the non-executive members of
the Board, in order to discuss:
The monitoring of the Company's strategy and its implementation, as well as the achievement of its goals.
Any issues related to the performance of the executive members of the Board of Directors, including the monitoring and
control of their performance.
Any issues related to the corporate governance of the Company.
At the same time, the Independent Vice Chairperson calls, at least one (1) meeting per year, with the presence of only the non-executive
members of the Board, in order to prepare, if possible, jointly their report to the Ordinary General Meeting of the Company, as well as
other reports, if required.
a. Suitability Policy for the Members of the Company Board of Directors
This Suitability Policy for the Members of the Board of Directors (hereinafter referred to as the “Policy”) is prepared in accordance with
article 3 of Law 4706/2020 and Circular 60/2020 of the Hellenic Capital Market Commission, the Company’s Internal Rules of Procedure,
the HCGC and has been approved by virtue of resolution passed on 18.6.2021 by the Ordinary General Meeting of the Company and
has been posted on the Company’s website (
).
The Policy is fully harmonized with the applicable Greek Legislation. Furthermore, during its preparation, the size, internal organization,
risk appetite, nature and complexity of the Company's activities have been taken into account.
More specifically, the Policy complies with the provisions of Law 4706/2020 and the regulatory decisions and circulars issued by virtue
of said law, is in accordance with the provisions of the Company's Internal Rules of Procedure, and follows, in its entirety, the Greek
Code of Corporate Governance of the Hellenic Corporate Governance Council (HCGC), which has been adopted by the Company. It also
incorporates good practices that are followed internationally by companies of similar characteristics to those of the Company.
The purpose of the Policy is to define all principles concerning the selection, replacement or renewal (or not) of the term of office of
the members of the Board of Directors, as well as the criteria for evaluating the individual and collective suitability of the members of
the Board of Directors.
At the same time, the Policy reflects the commitment and goals of the Company regarding the appropriate and quality staffing of the
Board, which forms part of the implementation of the overall strategy as well as the medium and long-term business goals of the
Company, having in mind the corporate interest, the defence of the interests of all stakeholders, transparency, competitiveness,
efficiency and the implementation of best practices in corporate governance.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
41
The Policy applies to both existing and prospective new members of the BoD of the Company. Furthermore, elements of this Policy
may be applied mutatis mutandis to the members of the BoD of all Quest subsidiaries.
It also applies to third parties to whom the power to represent the Company for the evaluation of the eligibility restrictions set out in
§ 5 of article 3 of Law 4706/2020 (non-existence of liability for loss-making transactions with affiliated companies) is delegated.
The Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee (NCGC), is responsible for
selecting, replacing or renewing the term of the members of the Board of Directors and for initiating, guiding and coordinating the
process for nominating the appropriate candidates to the Board of Directors, without prejudice to the of shareholders' rights.
The NCGC has an advisory nature to the Board, identifying candidates who, in its opinion, meet the relevant diversity criteria
(representation per gender, international experience, term of office, age group, specialization). The propositions of the NCGC are
submitted to the Board of Directors, which recommends, according to these proposals, to the General Meeting of Shareholders, the
members of the Board of Directors proposed to be elected in accordance with article 78 of Law 4548/2018.
The selection, renewal of the term of office and replacement of a member of the Board of Directors shall take into account the
assessment of the individual and collective suitability of the existing Board of Directors, as well as any changes necessary to adapt the
composition of the Board to the culture, values and general strategy of the company. The criteria of individual and collective suitability
are detailed in the Policy, as is the relevant evaluation process.
The main goal of the Company is to ensure that the Board collectively has the necessary skills, related to its business activity and the
basic risks associated with it. For this purpose, an adequacy table is compiled, updated and monitored on an annual basis by the NCGC,
which includes the, from time to time, collective qualifications of the Board, as shown hereinbelow:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
42
Table 1. Table of Suitability of Members of the BoD
Suitability Assessment
The suitability assessment of the BoD forms part of the overall supervision of corporate governance by the BoD. The principles and
criteria regarding the collective and individual suitability (especially the matters regarding moral standing, independence of will, etc.)
are subject to continuous supervision by the Chairman of the Board and the NCGC, and object of evaluation during the relevant periodic
evaluation process of the BoD to which reference is made hereinbelow. The continuous supervision of the Board and the results of the
evaluation can provide information for assessing the suitability of the Board.
Information of the Members of the BoD
The Chairman of the Board, assisted by the Company Secretary, takes care of the introductory briefing of the new members according
to the relevant Training Policy for the Members of the Board of Directors. In particular, he ensures that each new member is informed,
prior to undertaking his/her duties, about the vision, principles and values, the culture, business activities, business model, strategy,
corporate governance system, operating regulations for the Board of Directors and its committees in which s/he shall participate, and
about whatever else is deemed necessary, on a case-by-case basis, in order for the new members to acquire, as soon as possible, the
level of knowledge, perception and familiarity with the Company required in order for them to perform their duties effectively.
Succession Plan
The Board of Directors ensures the appropriate succession plan for the smooth continuation of the management of the Company's
affairs and the decision-making after resignations or replacements of members of the Board of Directors, especially executive members,
as well as members of its committees. In particular, NCGC in collaboration with the Chairman of the Board and with the support of the
relevant senior executives, as well as external consultants, where necessary, designs and plans the smooth succession and continuity
of the Company's management (i.e., Board members including Chairperson, Vice Chairperson(s), CEO, Deputy CEO, members of the
Board of Directors who are members of the BoD committees), in the context of the wider diligence for the smooth and effective
succession and development of the top executive management of the Company and (NCGC), makes relevant recommendations to the
BoD. This planning takes into account the findings of the Board of Directors' evaluation, in order to achieve the required changes in
composition or skills and to maximize the effectiveness and collective suitability of the BoD and the time constraints for the
appointment of Board members as independent members according to article 9 of Law 4706/2020.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
43
b. Human Rights Policy and Diversity, Equality and Inclusion Policy
Furthermore, the Company has updated, within the year 2023, Policies with regard to: a) Human Rights and b) Diversity, Equality and
Inclusion, in accordance with the main international conventions, charters and principles on human rights, as well as the national
legislation of the countries in which it operates and international best practices.
Respect for human rights is one of the fundamental principles of the Quest Group and is reflected in both the Group's Code of Conduct
and Ethical Behaviour and the Supplier and Partner Code.
In accordance with the Human Rights Policy, the Group is committed to ensuring, for all its employees, a working environment of equal
opportunities, free from discrimination and harassment. It is committed to promoting respect for and protection of human rights, both
within the Group's internal environment and in its sphere of influence.
The Policy expresses the Quest Group's zero tolerance of human rights violations and is intended to provide the Group Companies with
the principles and guidelines to ensure that their actions and operations are governed by respect for human rights and to raise
awareness and ensure the commitment of employees and associates of the Group Companies to the respect and protection of human
rights in all areas of their business activities.
The Quest Group continuously strives to ensure a healthy and safe working environment in accordance with both applicable legislation
and the Group's Personnel Health and Safety Policy and is also committed to and ensures non-discrimination on the basis of nationality,
race, religion, colour, social class, age, disability, sexual orientation, political beliefs, gender, marital status or any other characteristic
and in all matters relating to employment. In addition, it is committed to maintaining a working environment based on trust, dialogue
and mutual respect, to respecting and supporting employees' right to maternity and family life, and to ensuring decent remuneration
and working hours in accordance with the applicable legislation on working hours, overtime and leave.
The Diversity, Equality and Inclusion Policy, highlights the Group's commitment to respecting diversity, ensuring equality as reflected
in its Policies and Procedures, and continuously reinforcing an inclusive culture whereby all employees feel a sense of belonging and
participation. Respect for diversity is a key pillar in ensuring a functional and effective working environment. In this context, the Quest
Group provides equal employment opportunities and prohibits conduct and actions taking the form of discrimination, including but
not limited to, on the basis of gender, religion, race, colour, nationality, disability, social class, political opinion, age, marital status,
sexual orientation or any other characteristic.
The Diversity, Equality and Inclusion Policy also provides the framework within which bias management and empowerment of
conscious inclusion programmes are designed and implemented.
The Quest Group is committed to attracting and retaining Boards of Directors whose composition reflects – to the extent possible –
diversity; particularly in terms of knowledge background, skills, experience and competences.
In particular, the Board of Directors of the Company, through the competent Nomination and Corporate Governance Committee, shall
also take diversity into account when establishing the selection criteria and the required skills in the process of recommending
candidates for election to the Board of Directors. The composition of the Board shall take into account sufficient representation by
gender in a percentage not less than twenty-five percent (25%) of all the members of the Board of Directors. Quest Holdings,
recognizing the benefits of diversifying the Board members of the Company and the Group Companies and considering that through
this, among other things, it will maintain and enhance its competitiveness, applies the Diversity Policy with the aim of including Board
members with elements of diversity and creating a diverse group of Board members. By bringing together a wide range of qualifications
and skills in the selection of Board members, it ensures a diversity of views and experiences in order to make sound decisions in the
best interests of the Company. In particular, the Suitability Policy for Board Members sets out the key diversity criteria applied by Quest
Holdings, which constitute essential priorities for the Company. These criteria may also be applied by the Group Companies when
selecting their Board members.
Through a key mechanism for reporting violations of the Code of Conduct and Ethical Behaviour implemented by the Quest Group, the
Quest Group provides its employees with the opportunity to raise any concerns, as well as to report (anonymously or non-
anonymously) violations, and is committed to protecting the complainant, investigating the incidents, and resolving the complaints by
taking corrective action.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
44
Please find hereinbelow tables presenting the representation of each gender at Board of Directors and Company Executives level in
2023, as well as at human resources level in the Group as a whole in the years 2021, 2022 and 2023:
Quest Holdings BoD (as at 31/12/2023)
Number
%
Men
8
66.67%
Women
4
33.33%
Total
12
100%
Table 1. Table of Company BoD
Quest Holdings Executives* (as at 31/12/2023s)
Number
%
Men
8
50%
Women
8
50%
Total
16
100%
*Executives include levels Manager and above.
Table 2. Table of Company Executives
Quest Group Human
Recourses (as at
31/12/2021)
Quest Group Human
Recourses (as at
31/12/2022)
Quest Group Human
Recourses (as at
31/12/2023)*
Gender
Number
%
Number
%
Number
%
Men
1.697
73%
1.848
71%
2.083
70%
Women
632
27%
751
29%
892
30%
Total
2.329
100%
2.599
100%
2.975
100%
*
The total number of employees as at 31/12/2023 includes 33 employees on loan (temporary work agencies) and 304 employees who issue fee invoices
(Freelancers & Subcontractors mainly) working for Uni Systems abroad).
Table 3. Table of Group’s Human Resources
c. Composition of BoD and Committees
The Board of Directors has been elected by decision of the Ordinary General Meeting dated 15.6.2022, upon recommendation of the
Board of Directors and taking into account the recommendation of the Nominations and Corporate Governance Committee of the
Company, with a three-year term of office and in any case until the Ordinary General Meeting of the year 2025. It comprises of the
following members, taking into account the provisions of Law 4548/2018, Law 4706/2020, Circular 60/2020 of the Hellenic Capital
Market Commission, the Company's Articles of Association, the Company's Internal Rules of Procedure, the HCGC 2021 and the
Suitability Policy for the members of the Board of Directors of the Company:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
45
1.
Theodoros Fessas, son of Dimitrios
2.
Eftychia Koutsoureli, daughter of Sophocles
3.
Apostolos Georgantzis, son of Miltiadis
4.
Markos Bitsakos, son of Grigorios
5.
Emil Yiannopoulos son of Polykarpos
6.
Maria Damanaki, daughter of Theodoros
7.
Ioanna Dretta, daughter of Grigorios
8.
Nikolaos Karamouzis son of Vassilios
9.
Panagiotis Kyriakopoulos son of Othon
10.
Nikolaos Socrates Lambroukos, son of Dimitrios
11.
Philippa Michali daughter of Christos
12.
Ioannis Paniaras, son of Ilias
Moreover, the independent non-executive members, who meet the criteria of independence according to article 9 of law 4706/2020,
were elected from the above members, upon recommendation of the Board of Directors and taking into account the recommendation
of the Nominations and Corporate Governance Committee of the Company as follows:
1.
Emil Yiannopoulos - Independent Non-Executive Member
2.
Maria Damanaki - Independent Non-Executive Member
3.
Ioanna Dretta - Independent Non-Executive Member
4.
Nikolaos Karamouzis - Independent Non-Executive Member
5.
Panagiotis Kyriakopoulos - Independent Non-Executive Member
6.
Philippa Michali - Independent Non-Executive Member
7.
Ioannis Paniaras - Independent Non-Executive Member.
The 12-member Board of Directors, elected by the Ordinary General Meeting of June 15, 2022 with a term of office until the Ordinary
General Meeting of 2025, following a proposal by Mr. Theodoros Fessas and a decision of the Board of Directors, was constituted as a
body as follows:
1.
Theodoros Fessas - Chairman of the Board - Executive Member.
2.
Eftychia Koutsoureli - Vice Chairwoman of the Board - Non-Executive Member.
3.
Nikolaos Karamouzis - Vice Chairman of the Board - Independent Non-Executive Member
4.
Apostolos Georgantzis - Chief Executive Officer - Executive Member
5.
Markos Bitsakos - Deputy Chief Executive Officer - Executive Member
6.
Nikolaos Socrates Lambroukos - Executive Member, Managing Director on Strategy and Corporate Development, as well as
Corporate Governance
7.
Emil Yiannopoulos - Independent - Non-Executive Member
8.
Maria Damanaki - Independent - Non-Executive Member
9.
Ioanna Dretta - Independent Non-Executive Member
10.
Panagiotis Kyriakopoulos - Independent - Non-Executive Member
11.
Philippa Michali - Independent - Non-Executive Member
12.
Ioannis Paniaras - Independent Non-Executive Member
The same Ordinary General Meeting held on 15-06-2022 decided, in accordance with the provisions of article 44 of Law 4449/2017 and
circulars no. 1302/28.4.2017 and 1508/17-7-2020 of the Hellenic Capital Market Commission, as follows:
a) the Audit Committee will be a Committee of the BoD, consisting exclusively of Members of the BoD,
b) the Audit Committee will consist of three (3) Independent Non-Executive Members,
c) The term of office of the members of the Committee to be appointed by the BoD in accordance with § 1c of article 44 of Law
4449/2017, as such is in force, will follow their term of office as members of the Board of Directors, i.e., it will be for three years
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
46
commencing on the election of the Board of Directors and will be automatically extended until the Ordinary General Meeting to be
convened after the end of its term, i.e., until the Ordinary General Meeting of 2025.
The members of the Committee were appointed according to resolution passed by the Board of Directors on 15-06-2022 in accordance
with article 44, § 1c, of law 4449/2017, as such is in force, in combination with circulars no. 1302/28-4-2017 and 1508/17-7-2020 of
the Hellenic Capital Market Commission. The members of the Audit Committee, proposed by the Nominations and Corporate
Governance Committee on 11-5-2022 from the members of the Board of Directors, who have sufficient knowledge in the field in which
the Company operates and meet the criteria of article 44, of law 4449/2017, as such is in force, as follows:
1. Emil Yiannopoulos, Independent Non-Executive Member
2. Panagiotis Kyriakopoulos, Independent Non-Executive Member
3. Philippa Michali, Independent Non-Executive Member
Following the appointment of the members of the Audit Committee by the Board of Directors, the Committee was constituted into a
body and appointed its Chairman and Members, as follows:
1. Emil Yiannopoulos, Independent Non-Executive Member
2. Panagiotis Kyriakopoulos, Independent Non-Executive Member
3. Philippa Michali, Independent Non-Executive Member
According to its resolution dated 15-6-2022, the Board of Directors elected among its members, pursuant to the provisions of Law
4706/2020, the HCGC, the Rules of Procedure of the Board of Directors and the Articles of Association of the Company, the members
that constitute the following Committees:
(a) Strategic Planning Executive Committee
Theodoros Fessas, President
Apostolos Georgantzis, Member
Markos Bitsakos, Member
Nikolaos Socrates Lambroukos, Member
(b) Nominations & Corporate Governance Committee
Maria Damanaki, President
Nikolaos Karamouzis, Member,
Ioannis Paniaras, Member
(c) Compensation Committee
Panagiotis Kyriakopoulos, President
Nikolaos Karamouzis, Member
Philippa Michali, Member
(d) Sustainability Committee
Ioannis Paniaras, President
Maria Damanaki, Member
Ioanna Dretta, Member.
d. CVs of the Members of the Company Board of Directors and Executives
The brief CVs of the above Members of the BoD are posted on the Company's website:
directors
and hereinbelow:
Theodoros Fessas, Chairman
Mr Fessas is the founder and main shareholder of the company Quest Holdings S.A.. Quest Holdings, founded in 1981 (as Info-Quest),
is listed on the Athens Stock Exchange (1998) and operates through its subsidiaries in the field of information technology, e-commerce,
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
47
courier services, renewable energy sources, and air conditioning products and services. He is also a major shareholder and Chairman
of the listed property management company BriQ Properties SA.
He has served as the Chairman of the Board the Hellenic Federation of Enterprises (SEV) (2014-2020), he is the Honorary President of
the Federation of Hellenic Information Technology & Communications Enterprises (SEPE).
He holds a degree in Mechanical-Electrical Engineering from the National Technical University of Athens and a Master's degree in
Thermodynamics from the University of Birmingham, Great Britain.
Eftychia Koutsoureli, Vice-Chairwoman – Executive Member of the BoD
Mrs. Effie Koutsoureli is a graduate of the Deree College with studies in Business Administration and Economics. She developed her
own business in the field of trade and was a Founding Member of Info Quest SA as well as a shareholder until 1984 when the SA was
established. She has worked in various administrative areas of the company, contributing to the development and transformation of
the company to a Group of Companies with activities in the fields of Information and Digital Technology, Postal Services and Renewable
Energy Sources. For many years she managed the sector of Marketing and Communications in Information and Communications. In
2013 she was appointed President of the CSR Committee of the Board for the introduction of CSR and Sustainability Strategies in the
companies of the Group. Since 2015 she is Vice Chairwoman of Quest Holdings and member of the Board of the Group's companies,
while in 2007-2010 she served as member of the Board of Directors of the Federation of Hellenic Information Technology and
Communications Enterprises (SEPE). She also serves as Board member in various Organizations and Charities
Nikolaos Karamouzis, Vice-Chairman, Independent non-Executive member of the BoD
Mr. N. Karamouzis is Executive Chairman of SMERemediumCap, President of Grant Thornton, Greece and sits on the Boards of Directors
of Eurobank Private Bank Luxembourg S.A.
He sits on the Boards of Directors of the Onassis Foundation, of Quest Holdings, and of the Foundation for Economic and Industrial
Research (IOBE). He is a Member of the Advisory Board of diANEOsis, of Stanton Chase, of the Hellenic Foundation for European and
Foreign Policy (ELIAMEP) and participated in the Committee of Wise Men for the Development Plan of Greece.
Up until March 2019, he chaired the Boards of Directors of both Eurobank Ergasias, and the Union of Greek Banks. At Eurobank Ergasias
Bank, he also served as President of the Strategic Planning Committee, and was a member of the Risk Management and Nomination
Committees, member of the Bank’s Legal Council. and Vice Chairman of Eurobank Cyprus Ltd.
Dr.Karamouzis was CEO of GENIKI Bank and Management Consultant & Member of the Strategic Planning Committee of the Piraeus
Bank Group. He has served as Deputy CEO of Eurobank, headed Wholesale Banking for 14 years and was Deputy Governor of the
National Bank of Greece, Chairman of the National Investment Bank for Industrial Development (ETEVA), Deputy Governor of the
Hellenic Industrial Development Bank (ETVA), Director of the Bank of Greece Foreign Exchange Division, Advisor to the Federal Reserve
Bank of Cleveland in the United States and Vice Chairman of the Board of Directors of the Hellenic Federation of Enterprises (SEV).
He is Professor Emeritus at the University of Piraeus. He holds a B.Sc. in Economics, University of Piraeus, a Master Degree in Economics,
American University, U.S.A. and a Ph.D. in Monetary Policy & International Economics, Pennsylvania State University, U.S.A.
Apostolos Georgantzis, Chief Executive Officer – Executive Member
Mr. Georgantzis holds the position of CEO of Quest Holdings from the end of 2015 while he holds the position of CEO of ACS S.A. since
the end of 2003. He has studied Mechanical Engineering at Imperial College of Science Technology and Medicine (Great Britain) where
he completed his postgraduate studies and holds a BEng and MSc. He has worked as an executive, freelancer and entrepreneur in
various positions in the fields of construction, investment and IT. Mr. A Georgantzis was born in Piraeus in 1968, speaks English and
French and is married with two children.
Markos Bitsakos, Deputy Chief Executive Officer – Executive Member of the BoD
Mr. Bitsakos was born in 1959. He studied Economics at the University of Piraeus, is a graduate of the annual MBA course of HMA and
holds the annual Magazine Management Certificate of the International Federation of Periodical Publishers (FIPP). He has experience
in various professional sectors (services, trade, industry, media) and has previously served the Directorates of Finance, Administration
as C.E.O. and C.F.O. From 2003 until the beginning of 2007, he held the position of Chief Financial and Administrative Officer in Quest
Holdings Group and from 2007 to February 2010 he held the position of Chairman and CEO of DAFNI COMMUNICATIONS and NIKI
EDITORIAL. Since February 2020 he holds the position of Deputy CEO of Quest Holdings S.A. and Chief Financial Officer of the Company
and the Group.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
48
Nikolaos Socrates Lambroukos, Managing Director
Mr. Lamproukos holds a degree in Mechanical Engineering (National Technical University of Athens), an MBA (Manchester Business
School), and a PhD and Post Doc (London Business School). He is a founding member and Chairman of the Board of Directors of BPM
S.A., a business consulting firm. He has served as Managing Director of INTRACOM Holdings Group, CEO of INTRACOM IT Services
Group, Chairman of the Board of Directors of Attikes Telecommunications, INTRACOM Jordan, INTRACOM IT Services Denmark, etc.,
Chairman of the Audit Committee of MOTODYNAMIKI S.A., as well as Chairman or Member of the Board of Directors in a number of
companies. He is a member of the General Council of the Hellenic Federation of Enterprises (SEV), has served as member of the BoD
of the Foundation for Economic & Industrial Research (IOBE), and as a Trustee at the Board of Trustees of the Hellenic American
University. He has also worked as professor extraordinarius at the Athens University of Economics and Business, as Research Fellow at
the London Business School, and has published scientific papers in international scientific journals.
Emil Yiannopoulos, Independent non-Executive member of the BoD
Mr. Emil Yiannopoulos is Member of the Chartered Institute of Internal Auditors of England and Wales FCA, ICAEW since 1980. He was
born in London and studied in England (graduate of Southgate College, London, with a degree in Business Strategy and Economics).
Member of the supervisory board of the Institute of the Chartered Institute of Internal Auditors of England and Wales (ICAEW) from
2017 to 2019 representing the members of Europe and Eurasia.
He has been an Executive of PwC London for 13 years, PwC of Greece (Athens) for 26 years, and PwC of USA and Bermuda.
He has been a partner of PwC Greece since 1994 and Executive Committee member for 15 years. He has held senior leadership positions
such as Audit and Assurance practice leader in PwC of Greece (Athens). Founded in 1994 and led PwC’s Deals and Transaction Advisory
Services business until 2009.
Founded
in 2008
and led PwC Greece’s NPL advisory team. Advisor to Greek banks and foreign buyers of
relevant loan portfolios.
Independent non-executive Member of the BoD of Quest Holdings and President of the Audit Committee since June 2021. Since March
2022, independent non-executive Board Member of Attica Bank and President of the Remuneration, Nomination and Corporate
Governance Committee and member of the Audit and Risk Committee. Non-executive Member of the BoD of PQH (Single
Special Liquidator for all 17 credit and financial institutions under special liquidation in Greece) from 2016 until March 2022. Former
Honorary Non-executive treasurer, on the Board of Trustees of Campion School and St Catherine’s School.
Maria Damanaki, Independent non-Executive member of the BoD
Maria Damanaki is a Climate and Marine Policy Advisor. She works as a Special Advisor to Oceans5 (USA) and the Rockefeller Brothers
Foundation (USA). She sits on the Boards of Prince Albert II of Monaco Foundation, Oceanographic Institute (Monaco), Friends of Ocean
Action (World Economic Forum), European Marine Regions Forum (Berlin), Marine Stewardship Council (MSC) (London), Global Fishing
Watch, LAMPSA Hellenic Hotels SA and Quest Holdings. She is a visiting professor at the NOVA University of Lisbon.
Maria Damanaki served for five years as the Global Managing Director for Oceans at The Nature Conservancy USA. She served as
European Union Commissioner for Maritime Affairs and Fisheries at the European Commission. Under her leadership, the Commission
brought fish populations back to healthier levels—from as few as five sustainable stocks in 2010 to up more than 30 today. Maria
Damanaki served as a Greek politician for many years. She was the first woman leader of a Greek political party and is the author of
four books on Gender and Human Rights, Education and European Policy.
Ioanna Dretta, Independent non-Executive member of the BoD
Ms. Ioanna Dretta holds a degree in Civil Engineering from NTUA, a MSc from Imperial College London, and a Master in Public
Administration from Harvard Kennedy School. She is CEO of REDS of the ELLAKTOR Group, developing iconic green field properties. She
is the Chairperson of Marketing Greece, a non-profit company of the Greek Tourism Confederation (SETE), that aims to integrate the
principles of sustainable development into Greece's tourism product.
In her 20-year career, she has held senior positions in the private and public sector in different areas of economic activity, managing
complex environments and recording positive results. Ioanna Dretta is an independent member of the Board of Directors of ELLAKTOR
since 2021, and served as Minister of Tourism in the Sarmas Caretaker Government.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
49
Panagiotis Kyriakopoulos Independent non-Executive member of the BoD
Mr. Panos Kyriakopoulos has been Chairman and CEO of Star Investments S.A. Cambridge Finance Ltd since July 2002, a company
developing its activities in the sector of Mass Media, Infrastructure, and Technology.
He is also a member of the Board of Directors of the US-listed shipping companies Euroseas Ltd, Eurodry Ltd, a member of the Board
of Directors of Quest Holdings, Ellaktor, Aktor Concessions, Reds, The Greek Yellow Pages, and a member of the Board of Directors of
the Hellenic Federation of Enterprises (SEV). He has served as a member of the Board of Directors of various companies such as GEK-
Terna and AGET Heracles. From July 1997 to July 2002, he was the C.E.O of the Hellenic Post Group and up to 2006 a member of the
BoD. From August 1996 to July 1997 Mr. Panos Kyriakopoulos was an advisor to the technical company ATEMKE S.A. From July 1986
up to July 1996 he was the Managing Director of Globe Group S.A., a group active in the areas of Shipping, Textiles, and Food . He did
his national service at the Greek Army from October 1984 to June 1986. Mr. Kyriakopoulos holds a B.Sc. in Marine Engineering from
the University of Newcastle upon Tyne, Great Britain. He holds a M.Sc. in Naval Architecture and Marine Engineering from the
Massachusetts Institute of Technology (MIT), USA and a Master’s degree in Business Administration (MBA) from Imperial College,
London. He is 60 years old, married with two children. He speaks English and French. Mr. Panos Kyriakopoulos has been decorated by
the Hellenic Republic with the rank of Brigadier General of the Order of Honour, the Star of Merit and Honour and the Cross of the
Order of Merit and Honour, and has been awarded a merit by the Ministers of Transport and Communications and National Economy
for his service to the Hellenic Post Group.
Philippa Michali, Independent non-Executive member of the BoD
Ms. Philippa Michali is the Chairwoman and CEO of NN Hellas since April 2023. She is a member of the Board of Directors of the charity
ALBA Executive Development & Applied Research in Business Administration, a member of the Executive Committee of the Board of
Directors of the Hellenic Association of Insurance Companies, and Chairwoman of the Life and Pensions Committee, as well as a
member of the Board of Directors of the Hellenic-Dutch Association of Trade and Industry. Prior to joining the NN Group, Philippa
worked at the Allianz Group for more than 25 years, initially in the mutual fund management sector and later in the insurance sector,
where she was Managing Director for Greece and Cyprus for about 8 years.
She has also served as a member of the Board of Directors of the German Hellenic Chamber of Industry and Commerce and of the
General Council of the Hellenic Federation of Enterprises (SEV).
She holds a Bachelor Degree in Banking & Financial Management from the University of Piraeus and a Master’s Degree in Business
Administration (MBA) from ALBA Graduate Business School. She is mother to twin boys.
Ioannis Paniaras, Independent non-Executive member of the BoD
Ioannis Paniaras holds a BSc and an MSc in Civil Engineering from Imperial College and an MBA in Business Administration from INSEAD.
Ioannis Paniaras is currently Executive Director, Europe and Sustainability and Executive Board Member of Titan Cement International
S.A. (Belgium), as well as Executive Board Member and CEO of Titan S.A. (Greece), responsible for Group activities in Greece, Albania,
Bulgaria, Kosovo, North Macedonia, Serbia, Italy, France and England. He started his career at the London-based engineering
consultancy KNIGHT PIESOLD. From 1998 to 2015 he held management positions in the S&B Industrial Minerals Group and - after its
acquisition - in IMERYS, based in Greece and Germany, concluding his tenure there as Vice President of the former S&B's Business
Division and CEO of S&B Industrial Minerals S.A. Since January 2016, he has worked for TITAN Group, initially as CEO of the Division for
Greece, later taking over the Group's Corporate Affairs (sustainable development and communication). He is currently the Executive
Director for Europe.
He has served on several Boards, representing S&B and the TITAN Group. Ioannis Paniaras has built up extensive
experience in Sustainable Development issues in Greece and internationally. In the TITAN Group, as Executive Director, he has had
overall oversight for sustainable development issues from 2016 until 2022. He has also served as Chairman of the SEV Business Council
for Sustainable Development from 2016 to 2021. This Council aims to promote the principles of sustainable development in business
and to represent business in the public dialogue on sustainable development.
The brief CVs of the Company's executives are as follows:
Eleni Aggloupa, DPO, Director, Group Personal Data Protection Division
Elena Aggloupa was born in Athens in 1978 and is a lawyer at the Supreme Court. She is a graduate of the Law School of the Aristotle
University of Thessaloniki, and holds a postgraduate degree from the National Kapodistrian University of Athens in Commercial Law.
She is a Lawyer with experience in the fields of personal data and digital technologies and is a certified (ISO/ IEC 17024) data protection
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
50
officer by Tuv Austria Hellas. From 2008 to 2018 she held the position of Legal Advisor in Quest Group companies. She has long
experience in the private sector and also as a freelance lawyer. She is a member of the Athens Bar Association. She speaks Greek,
English, Italian. Mrs. Aggloupa has served as Quest Group DPO since 2018.
Konstantinos Vogiatzoglou, Director, Group Information Security Division
He started working for the Quest Group of Companies in 2021. Since 2014 he has worked as an IT Risk & Information / Cyber Security
Professional in large multinational companies in the Consulting, Technology and Banking Sector. Mr, Vogiatzoglou has participated in
IT / Cyber Security projects working as a specialized professional in the Technology Sector, in the areas of Cyber Security, Information
Security Governance and Ethical Hacking.
He holds a degree in Information and Communication Systems Engineering as well as a postgraduate degree in Information Systems
Security from the University of Aegean. In addition, he holds important professional certifications such as, amongst others, ISACA
Certified Information Security Manager (CISM), Offensive Security Certified Professional (OSCP), ISACA Certified Information Systems
Auditor (CISA), Cisco Certified Network Associate (CCNA) and Certified Red Team Professional (CRTP).
Vassilios Giannopoulos, Director, Group Strategy & Business Development Department
He started working for Quest group in 2013. He has worked as an executive in companies in the field of information technology,
telecommunications and pay-TV. In 2010 he was elected member of the Board of the European Competitive Telecommunications
Association (ECTA).
Mr. Giannopoulos is a graduate of the National Technical University of Athens, Department of Chemical Engineering and holds an MSc
in Information Technology with distinction from UCL and an MBA from the Athens Laboratory of Business Administration (ALBA). He
was born in Athens in 1970 and speaks English and German.
Luisa Grigorakou, Manager, Group Training & Human Resources Development Department
Mrs. Grigorakou has worked for different businesses (Greek, EMEA, GLOBAL), and has gained many years of experience in designing
and implementing focused HR & OD actions, such as Competency Model Design, Assessment & Development Centres, Culture change
programs, 360 assessment, Performance Management Systems, Talent Attraction & Management programs, Leadership programs.
At the same time, she has experience as a group facilitator & personal coach.
Mrs. Grigorakou holds an M.Sc. in Industrial Psychology and is a certified Business Coach and systemic approach consultant.
Vasiliki Delistathi, Legal Advisor, Head of the Group Legal Services Department and Corporate Secretary to the BoD
Mrs. Deilistathi holds a BA in Law from the University of Athens, a Ph.D. in administrative law, and is a lawyer at the Supreme Court.
She is an Accredited Mediator (Ministry of Justice, Transparency & Human Rights) and Mediator Trainer (IMC, IMI). She teaches at the
Athens University of Economics and Business in the framework of the MBA "Certificate In Negotiations" and in 2020 at Panteion
University (Mediator Training Institution) as key Instructor of Mediators and since 2022 in the Training Body for Mediators of the
European Organisation for Mediation and Arbitration (E.O.DI.D.). She has worked with law firms in Greece and abroad (as an external
partner or partner) and has provided her legal services (as Legal Advisor or Director of Legal Services & Secretary to the BoD) to the
Greek groups: "Hellenic Exchanges" (1999-2007), " Hellenic Railways Organisation - OSE" (2007-2012). She is an external special
associate at "Transparency International" and a member of professional and scientific bodies and associations in Greece and abroad,
as well as associations of social contribution. She is a member of the Advisory Committee of the Organization for the Promotion of
Alternative Dispute Resolution Methods (OPEMED), Scientific Associate and Mediator in the European Mediation and Arbitration
Organization (EODID). She is also a member of Legal Council of the Association of Companies and Entrepreneurship.
Gerasimos Zournatzis, Director, Group Human Resources Division
Mr. Zournatzis is the Human Resources Director of the parent company Quest Holdings and also holds the position of Human Resources
Director of the subsidiary Unisystems Information Systems.
He has long experience in Greek and multinational companies since 1983 and has been working in the Quest group since 1999.
During his work experience he has been involved in a large number of projects in the field of Human Resources.
He holds a BSc in Accounting - Finance from the American College of Greece (Deere College) and an MBA with a specialization in Human
Resource Management from Baker College, Center for Postgraduate Studies in Michigan, USA.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
51
He is a member of the Labour Committee of the Hellenic Federation of Enterprises and has participated as a volunteer-trainer in many
programs of Junior Achievement Greece.
Mr. Zournatzis was born in 1962 in Athens, speaks English and is married with two children.
Konstantinos Rigas, Head of the Risk Management Division
Born in 1951. He holds a degree in Mechanical and Electrical Engineering from NTUA, a PhD in Bioengineering from the University of
Strathclyde, Scotland. He was Assistant Professor at the Medical School of the University of Ioannina until 2018. He was an independent,
non-executive director of Quest Holdings (2003-2014). Since 2015 he has been a member of the Board of Directors of ACS S.M.S.A.
Athanasios Kapetsis, Director, Group Building Facilities and Infrastructure Division
Thanasis Kapetsis is the Director of Group Building Facilities and Infrastructure. His cooperation with the Group began in 2002, while
in 2004 he took over the position he holds until today.
He was born in Athens in 1963. He studied Civil Engineering at the National Technical University of Athens. He speaks English and
French.
He has worked as a freelance static designer, while he has studied and supervised the construction of large building projects.
Dimitrios Kyriakopoulos, Head, Financial Decision & Business Support
Mr. Kyriakopoulos is Head of the Financial Decision & Business Support Department since September 2023. He was Head of the Internal
Audit Unit of Quest Group from 2017 until 2023. He is a Certified Auditor (FCCA) with significant experience in Internal Audit and
Corporate Governance.
He holds a BSc in Business Finance and Economics from the University of East Anglia, UK and an MA Finance and Investment from the
University of Exeter.
In 2005 he started his professional career at PWC as External Auditor. In 2010 he worked as Financial Controller SEE in the Financial
Department of General Electric Healthcare and from 2011 to 2017, he held the position of Manager, Internal Audit Service in ELTA
Group.
Dimitra Manoli, Manager of the Legal Support Department of the Group's IT Services & Green Energy Services Sector
Dimitra Manoli is a Lawyer at the Court of Appeals, a graduate of the Law School of the National Kapodistrian University of Athens, and
holds a postgraduate degree in Public Law from the Jean Moulin Lyon III University and also holds a university certification in
International Business for Lawyers from the Law School of the Catholic University of Lille. He has extensive legal experience in the fields
of digital technologies, IT services, public and private contracts and commercial law, and has worked many years as a freelance lawyer.
From 2012 to 2021 she held the position of lawyer in the Legal Services Division of the Quest Group, supporting the IT Services and
Green Energy Services companies, and from 2021 she has been the Legal Manager of IT Services & Green Energy Services Sector and
Compliance Officer of Quest Energy. She was born in 1980 in Tripoli and speaks Greek, English, French and German.
Konstantinia Pappa, Manager, Regulatory Compliance Department
Mrs. Pappa holds an LLB from the University of Glamorgan in Great Britain and an LLB from the Law School of the National and
Kapodistrian University of Athens. She attended the annual program of the Institute of Training of the Body of Certified Public
Accountants in Risk Management and Internal Audit and received a professional certification. She also a holds a certification in
Regulatory Compliance in the Financial System by the National and Kapodistrian University of Athens. From 2004v until 2010 she
worked as a freelance lawyer. From 2011 to 2020 she worked for the insurance company D.A.S. Hellas SA (ERGO Group) holding
positions of responsibility. From 2012 to 2020 Mrs. Pappa held the position of Regulatory Compliance Officer. Since October 2021, she
is the Manager of the Regulatory Compliance Department of Quest Group.
Dimitrios Papadiamantopoulos, Director: a) Group Financial Control and Administrative Information Division and b) Shareholder
Relations and Compliance with the Principles of the Capital Market Division
He studied economics at the Athens University of Economics and Business. He has previously worked in similar positions in IT companies
and companies in the stock market.
Marina Petrou, Legal Advisor – Manager of IT and Communications Products and Services Sector of the Group
She has graduated from the School of Law of the National and Kapodistrian University of Athens, she is an Attorney at the Supreme
Court, and a Member of the Athens Bar Association. She holds a Master's Degree in European Law from the University of Leiden (The
Netherlands), as well as a Corporate Governance Certification from the National and Kapodistrian University of Athens. She is a Certified
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
52
Fraud Examiner and a member of ACFE. She has extensive experience gained from her employment with OTE S.A. (from 2004 to 2017)
Lawyer and Manager of the Fixed and Mobile Corporate Operations Department and Domestic Subsidiaries as well as from her
employment in the Independent Power Transmission Operator (ADMIE SA). Since July 2019, she has joined the Legal Services Division
of Quest Group while holding the position of Compliance Officer of Info Quest Technologies S.M.S.A.
Evangelos Roussos, Director, Group Procurement Division
Since 2006 he is the director of procurement, administrative organization and physical security in the company ACS SA of Quest Group.
Since 2014 he has been a member of the management team of Quest Group as Procurement Manager.
Mr. Roussos was born in 1959 in Piraeus. He studied accounting. He has long experience in procurement and personnel management
in the field of technical companies.
He is married with four children.
Alexandros Roustas, Manager, Investor Relations Department
Alexandros Roustas is the Investor Relations Manager of Quest Holdings and the CEO of Quest On Line, which manages the online store
you.gr
From 2013 until today he also holds the position of CEO of IQBILITY, the group company that supports and invests in start-ups in the
field of technology.
In the past he has worked in technical and commercial divisions of telecommunications companies.
He holds a degree in Electrical Engineering from NTUA and a postgraduate degree in Business Administration. He was born in 1978 and
he is a father of two children.
Rania Skordili, Director, Group Corporate Communications
Rania Skordili holds the position of Corporate Communications Director of Quest Holdings. He has been part of the Group's staff since
2000, having more than 30 years of experience in the fields of Communication and Marketing. She also holds the position of Marketing
Director at the subsidiary Info Quest Technologies and participates in the Sustainability team of the Organization. During her
professional career, she has contributed to the development of many successful brands and the implementation of innovative projects
in the Greek market. He is a graduate of the Department of Physics of the National and Kapodistrian University of Athens and holds an
MSc in Information Science from City University, Great Britain.
Haris Stefanouris, Manager, Group Compensation and Benefits Department
Mr. Stefanouris is Manager of Compensation and Benefits of Quest Group and responsible for Compensation & Benefits on behalf of
all the subsidiaries of the Group since 2013.
He studied Chemistry, specializing in Food & Beverage, at the Department of Wine, Vine and Beverage Sciences of the University of
West Attica, while he holds a MSc in Food Science from the University of Leeds.
He has served as a Human Resources Executive (HRD) in various professional sectors such as: Retail, Mobile Telephony, FMCG, Banking,
IT and Engineering Services. He was born in Athens in 1969, speaks English and Italian, is married with two children.
Eleni Halioti, Head of the Group's Internal Control Department
Head of the Internal Audit Unit of the Quest Group since September 2023. She holds a BA in Economics from DEREE COLLEGE, as well
as a Post Graduate Diploma in Economic Development from the University of Kent, UK, a Master in Business Administration (MBA)
from ALBA Graduate Business School and a M.Sc. in Risk Management from ALBA Graduate Business School. She is a member of the
Economic Chamber of Internal Auditors, as well as of the Institute of Internal Auditors - Greece.
During her 25-year professional career she has assumed the role of Head of Internal Audit in KARAMOLEGOS BAKERY ROMANIA S.A.,
TELETYPOS S.A. and its subsidiary in Cyprus. She has served as Chief Financial Officer (CFO) in ORACLE HELLAS S.A., KARAMOLEGOS SA,
SEKAP S.A. (a member of Japan Tabacco International) and CARDLINK S.A. (member of the QUEST Group).
Eleni Christogianni, Manager, Group ESG Department
Mrs. Christogianni has over 20 years of experience in consulting and strategic planning. From June 2021 she took over the position of
ESG Manager of Quest Group being responsible for the coordination of Sustainability and ESG issues. In her previous position at the
Centre for Sustainability (CSE), as a member of the Consulting Services team, certified by GRI, she gained extensive experience in
creating corporate responsibility and strategy reports on Sustainability issues. At the same time, at the Institute of Corporate
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
53
Responsibility, she was responsible for coordinating the participation as well as the evaluation of large Greek companies in the National
Corporate Responsibility Index (CR Index). In the past she has worked for 8 years at COSMOTE (OTE GROUP) where she was in charge
of the Departments of Commercial Planning as well as Products and Services of corporate clients. Previously at PwC and IBM England,
Mrs. Christogianni worked as Management Consultant gaining significant international experience in strategy projects in the Telecoms
industry. She holds a Bachelor’s Degree in Economics & Economic History from the London School of Economics (UK) and a Master’s
Degree in Communications Policy from City University (UK).
e. Competencies of the Board of Directors, the Chairman, Vice-Chairpersons Chief Executive Officer, Deputy Chief Executive Officer,
Managing Director, Board Members (executive, non-executive and independent non-executive members)
The powers and competencies of the BoD of the Company are those described in its Articles of Association, in the Internal Rules of
Procedure of the Company, in the Rules of Procedure of the BoD, in HCGC 2021, in law 4706/2020, law 4548/2018, as such is in force,
as well as in other applicable legislation. All the competencies of the Board of Directors are subject to articles 97 to 101 of Law
4548/2018 as such is in force.
In accordance with the Company's Articles of Association (article 12) and the law, the BoD may delegate, by its decision, the exercise
of a part or all administrative, management and representation powers to one or more persons, whose title and competence are always
determined by decision of the BoD. The competencies of the Chairman, the Vice-Chairpersons of the BoD, the Chief Executive Officer,
the Deputy Chief Executive Officer, the Managing Director and the members are set out in the Rules of Procedure of the BoD, the
Articles of Association, the Code of Corporate Governance and the applicable legislation. In particular with regard to the competencies
of the Chairman, Vice-Chairpersons, Chief Executive Officer, Deputy Chief Executive Officer, Managing Director, and members of the
Board of Directors (executive, non-executive and independent non-executive):
i. The
Chairman
of the BoD of the Company has the following competencies:
The Chairman presides over the meetings of the Board of Directors and directs its work in order to achieve its efficient and effective
operation.
The Chairman’s competencies set out in the applicable Greek legislation, Quest’s Articles of Association, the assignment of
responsibilities under the relevant provisions of company law and the HCGC adopted by the Company, and include the following:
1.
Ensuring the good organization and efficiency of the works of the Board and its Committees.
2.
Defining the items on the agenda, ensuring that the Board takes decisions on all issues related to its responsibilities and
dedicates the required time to the issues that concern it.
3.
Convening and chairing the meetings of the Board and ensuring their effective conduct by promoting constructive
dialogue and effective contribution of the views of the members of the Board.
4.
Ensuring the timely and correct information of the members of the Board of Directors for the preparation of the meetings
of the Board of Directors.
5.
Ensuring constructive relationships between executive and non-executive members and creating a culture of openness,
teamwork, collaboration and constructive dialogue.
6.
Supervising the effective integration of new Board members, the suitability of the Board on an ongoing basis and the
preparation of the succession plan of the Board members.
7.
Supervising the evaluation process of the Board of Directors and ensuring that appropriate actions are taken to address
the deficiencies identified.
8.
Ensuring the effective communication of the Board of Directors with the shareholders and other stakeholders, so that
their positions on important issues are understood.
9.
The other responsibilities that, as the case may be, refer to these Rules of Operation or to the applicable legislation.
Finally, the Chairman, in addition to the above competencies related to the operation of the Board, and to the extent that he has
an executive capacity, will exercise the executive responsibilities provided by virtue of the relevant powers delegated by the Board,
in order to participate in all decisions that substantially affect the course of the Company.
ii. The
Vice-Chairpersons
of the BoD of the Company have the following competencies:
The Vice-Chairpersons of the Board of Directors replace the Chairman in his duties, where the Chairman is prevented from exercising
them and, in general, where provided by the Articles of Association, the law, this Regulation and the other Policies and Procedures of
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
54
the Company. In case of appointment of more than one Vice-Chairpersons, the relevant decision will determine the manner of
replacement on a case-by-case basis. The Vice-Chairpersons act as liaisons between the Chairman and the other members of the Board,
while they participate in meetings with shareholders of the Company to discuss issues related to its governance.
Notwithstanding the above, in the event that the Chairman has executive duties, the Board elects at least one Vice-Chairperson among
its independent non-executive members, in order for the latter to contribute to the independence of the Board, to adequately inform
its non-executive members and effectively participate in the supervisory and decision-making process.
When the Chairman has an executive capacity, then the independent non-executive Vice-Chairperson does not replace the President
in his executive duties.
The Independent Vice-Chairperson of the Board has the following specific competencies:
1.
Leads, in collaboration with the NCGC, the evaluation process of the Chairman by the BoD, in accordance with the provisions
of the BoD Evaluation process.
2.
In collaboration with the Chairman of the Board, plans and coordinates the individual meetings of non-executive members.
3.
Takes care of the submission of the annual reports of the independent members of the Board of Directors to the ordinary
General Meeting of the Company.
iii. The
Chief Executive Officer and the Deputy Chief Executive Officer
:
In addition to the specific executive responsibilities assigned to the Chief Executive Officer and the Deputy Chief Executive Officer
according to the relevant decisions of the Board of Directors, their role in the operation of the BoD relates to the specific responsibility
of coordinating the recommendations of executive members and other senior executives of the Company and the Group companies
submitted to the Board.
iv.
The
Managing Director(s)
Upon recommendation of the Chairman of the Board, it is possible to appoint one or more Directors. His / her individual responsibilities
are proposed by the Chairman of the Board and approved by the BoD.
v.
The Members of the BoD (executive, non-executive, independent non-executive)
Regardless of their status as executive, non-executive, or independent non-executive, all members of the Board recognize that they
are subject to a statutory duty of care and loyalty to the Company.
The members of the Board of Directors exercise due diligence for their regular information regarding the business developments and
the major risks, to which Quest is exposed. In this context, they must be informed in a timely manner about changes in legislation and
the market environment and communicate regularly with the Company's executives. Furthermore, when making decisions, they have
to vote based on their best and independent business judgment.
The executive members of the Board of Directors are responsible for submitting proposals to the Board of Directors regarding the
Company's strategy and the implementation of the relevant decisions of the Board of Directors and the General Meeting. They inform
the Board of Directors about the implementation of the Company's strategy and objectives, as well as about any other issue concerning
the operation of the Company and its relationship with the shareholders and other stakeholders.
Non-executive members:
consider the proposals of the executive members on the basis of the information they receive and express their views,
consult with the executive members, monitor and examine the Company's strategy and its implementation, and
monitor the efficiency and performance of the Company and in particular the performance of the executive members of the
Board.
In addition, the Independent Vice-Chairman arranges that non - executive members submit, jointly or - if this is required by the
circumstances - separately, reports to the ordinary or extraordinary General Meeting of the Company, regardless of the reports
submitted by the Board.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
55
f. Participation of the BoD Members – Corporate Secretary – Meetings of the BoD - Minutes
The Board of Directors met 55 times in 2023.
The attendance of each member of the Board of Directors in 2023 is shown in the following table:
NAME & SURNAME
NUMBER OF MEETINGS HELD
DURING HIS/HER TERM OF
OFFICE
NUMBER OF MEETINGS IN
WHICH S/HE
PARTICIPATED
NUMBER OF MEETINGS IN
WHICH S/HE WAS
REPRESENTED
Theodoros Fessas
55
55
-
Efthychia Koutsoureli
55
54
-
Apostolos
Georgantzis
55
55
-
Markos Bitsakos
55
55
-
Nikolaos
Socrates
Lambroukos
55
55
-
Emil Yiannopoulos
55
54
1
Maria Damanaki
55
54
1
Ioanna Dretta
55
55
1
Nikolaos Karamouzis
55
54
1
Panagiotis
Kyriakopoulos
55
54
1
Philippa Michali
55
49
2
Ioannis Paniaras
55
53
2
The Board of Directors and its Committees are supported by a Corporate Secretary who is appointed by the Board and is not a member
of the BoD. The work of the Corporate Secretary is:
to provide practical support to the Chairman and the other members of the Board, collectively and individually, having in
mind the compliance of the Board with the relevant laws, regulations and internal policies and procedures of the Company
as well as the effective operation of the Board and its Committees.
to ensure the systematic and smooth exchange of information between executives and the Board, as well as the members of
the Committees and the Board.
to support the Chairman in the organization and conduct of the meetings of the Board and its Committees and in particular
to prepare the annual calendar of meetings of the Board and the agenda of each meeting for approval by the Chairman, as
well as to arrange the signing and filing of the relevant minutes of the Board and its Committees.
to ensure, in consultation with the Chairman, the immediate, clear and complete information of the BoD, the inclusion of
new members, the organization of General Meetings, the facilitation of shareholders' communication with the BoD and the
facilitation of communication of the BoD with the top management executives.
Furthermore, the Corporate Secretary has the responsibilities and duties that fall under the indicative and not restrictive following
Policies / Procedures:
Conflict of Interest Management Policy and Procedure,
Training Policy for Board members,
Procedure for the Evaluation of the independence of the non-executive members of the Board of Directors, according to the
independence criteria set by Quest, pursuant to article 9 of law 4706/2020,
Transactions Notification Procedure
Privileged Information and Proper Information of the Public Procedure.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
56
The non-executive members have timely access both to the required information regarding the items of the agenda as well as to the
executive members of the Board of Directors and the company’s top management for their information.
The Corporate Secretary arranges that the members of the Board receive in hard copy or by electronic means the supporting material
(data, analyses, recommendations, studies, etc.) concerning the items on the agenda of each meeting. Said supporting material shall,
as far as possible, be made available to the members of the Board of Directors three (3) calendar days prior to the meeting.
If deemed required by them, the non-executive members seek with the support of the Chairman of the Board the timely receipt of
additional information so that they can prepare and express their views during the meetings. Where necessary, they seek clarifications
and further information from executive members or the senior management.
All members of the Board maintain the confidentiality of the material (paper or electronic) and the information disseminated.
Recommendations on the items of the agenda constitute an integral part of the minutes recorded for each board meeting.
All decisions of the Board of Directors are taken by absolute majority of its members, who are present and / or represented at the
relevant meeting.
Each member of the Board has one (1) vote. In case of a tie on a specific item, the vote of the Chairman of the Board prevails and is
decisive.
Decisions are made on the basis of good information provided to all members of the Board and dedication of the necessary time to
discuss the key issues (such as purpose, assumptions, individual scenarios, risks, etc.).
Factors that can influence the effective decision making for the benefit of the Company are identified in a timely manner (conflict of
interest, lack of comprehensive dialogue and communication of views, etc.) and relevant measures are taken to manage them (BoD
members’ diversity and adequacy of knowledge, adequate preparation and presentation of proposals by standing committees of the
Board of Directors, communication of the Chairman of the Board of Directors and the Presidents of the Committees on a case-by-case
basis with key stakeholders and receipt of specialized advisory services, etc.).
The meetings of the Board of Directors take place at the offices of the Company in the Municipality of Kallithea, Attica. Alternatively,
and to the extent that no member of the Board of Directors objects, the meetings may be validly held at any venue other than the
Company's registered office, either in Greece or abroad, provided that all its members are present or represented at that meeting.
Exceptionally and if, at the discretion of the Chairman of the Board, it is so required by the circumstances (e.g., reasons of urgency or
no need for consultation for more current decisions of collective representation), resolutions may be passed by signing the minutes
without holding a meeting in accordance with the provisions of the law and the Company’s Articles of Association.
In compliance with the relevant decisions and provisions of the law and the Company’s Articles of Association, the meetings of the
Board of Directors, may be held via teleconference. In this case, the invitation to the members of the Board includes the necessary
information and technical instructions for their participation in the meeting.
The meetings of the Board of Directors are chaired by the Chairman and in case of his absence or impediment, by the Vice-Chairperson.
The Chairman of the Board ensures that the items of the agenda and in particular the items of strategy are adequately discussed and
that the open dialogue and the presentation of different points of view are not discouraged.
He further ensures that the executive members and the Presidents of the BoD Committees have sufficient time to present the results
of their work and their recommendations and to discuss them with the other members of the Board.
All members of the Board must be prepared for the meeting having studied the supporting material in order to maximize the time
available for dialogue and decision making.
All members of the Board must participate in the discussions of the items and the Chairman of the Board must encourage and ensure
their participation. Furthermore, the views of the members of the Board and the discussions between them must be conducted in a
completely professional manner, with decency, mutual respect, formulation of substantiated arguments and opinions, under the
coordination of the Chairman of the Board.
The Board of Directors is in quorum and duly in session, when half of the members plus one, are present or represented. In no case
can the number of members present be lower than three (3). In order to find quorum any eventual fraction that may result shall be
omitted.
Pursuant to the provisions of article 5 of law 4706/2020, in the meetings of the Board of Directors that have as item the preparation of
the financial statements of the Company or their agenda includes items whose approval requires resolution of the General Assembly
passed with increased quorum and majority, according to Law 4548/2018, the BoD is in quorum when at least two (2) independent
non-executive members are present.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
57
The members of the Board who are absent from a meeting may be represented by other members of the Board, who have a written
mandate to this end this in the form of a proxy. A member of the Board of Directors may, in this way, represent up to one (1) other
member of the Board of Directors, who is absent. Representation on the Board of Directors may not be assigned to persons who are
not members of the Board of Directors, unless the representation is assigned to any alternate member of the Board of Directors.
A member of the Board of Directors who is unjustifiably absent for more than six (6) months from the meetings of the Board of
Directors, is considered - by decision of the Board of Directors - to have resigned. In addition, pursuant to the provisions of article 5 of
Law 4706/2020, in case of unjustified absence of an independent member in at least two (2) consecutive meetings of the Board, this
member is considered resigned.
Discussions, consultations between executive, non-executive and independent members and the decisions of the Board and its
Committees are recorded in minutes which do not need to be a complete recording of what was said at the meeting (full transcript),
but they should capture the way the Board and Its members fulfil their duties to the Company in accordance with the requirements of
the institutional framework, in particular in relation to the active participation of non-executive members.
Moreover, upon request by a member of the Board of Directors, the Chairman shall be obliged to record to the minutes an accurate
summary of said Member’s view. The Chairman shall be entitled to refuse to record any view that does not clearly relate to the agenda
or whose contents are contrary to the accepted principles of morality and the law.
A list of the members who are present or
represented in the Board Meeting shall also be included in the minutes.
The minutes of each meeting are distributed and approved no later than two (2) weeks after each meeting or at the next meeting of
the Board (if it is earlier) and are kept by the Corporate Secretary in Greek. The Corporate Secretary ensures that the text of the minutes
of each meeting is signed by the Chairman of the Board or his deputy and by all members present or represented at the meeting. In
case a member refuses to sign the minutes, a relevant mention is made in the minutes. The signatures of the members or their
representatives can be replaced by exchanging messages via e-mail or other technological / digital solutions that ensure the
confidentiality of information.
The minutes of the BoD are recorded in brief in a special book, which may be kept electronically. Copies and excerpts of the minutes
of the Board of Directors are officially issued by the Chairman or his / her Deputy and by the Chief Executive Officer, without any need
for further ratification. The Company submits the minutes of the Board of Directors or the General Meeting on the composition or the
term of office of the members of the BoD to the Hellenic Capital Market Commission within twenty (20) days upon adjournment of
such meeting.
The members of the BoD are entitled to remuneration or other benefits, in accordance with the law, the Company's Articles of
Association and the Company's remuneration policy. Any remuneration or benefit granted to a member of the BoD which is not
regulated by the law or the Articles of Association shall be borne by the Company only if approved by a special decision of the General
Meeting without prejudice to the provisions of articles 110 to 112 of Law 4548/2018, as such is in force. A fee consisting of participation
in the profits of the year may be provided. The amount of the above fee is determined by resolution of the General Meeting, which is
passed by simple quorum and majority. Any remuneration granted from the profits of the year is received from the balance of the net
profit that remains after all legal deductions for formation of the legal reserve and distribution of the minimum dividend in favour of
the shareholders, without prejudice to the provisions of articles 110 to 112 of law 4548 / 2018, as such is in force. Any remuneration
to members of the BoD for services to the Company under a special relationship, e.g., by way of indication, employment contract,
project or mandate is paid observing the conditions of articles 99 to 101 of law 4548/2018, as such is in force. The General Meeting
may allow an advance payment for the period up to the next Ordinary General Meeting. The advance payment of the fee is subject to
its approval by the next Ordinary General Meeting.
The remuneration report for 2023 will be posted on the Company's website
meetings
g. Evaluation of the BoD, its Committees and the BoD Members
The regular evaluation of the BoD, its Committees and members, is a key feature of the organization and operation of the Board of
Directors of the Company and aims at the continuous development and improvement of their efficiency.
The evaluation of the Board of Directors is carried out based on the Suitability Policy for the members of the Board of Directors and
the Evaluation Procedure for the Board of Directors and its Committees. The results of the evaluation are taken into account in the
planning and updating of the succession plan of the members of the Board of Directors implemented by the Company, as well as in the
planning of actions for the continuous improvement of the efficiency of the BoD.
The Board of Directors, upon relevant recommendation of the NCGC, has the primary responsibility of identifying gaps in terms of the
collective suitability of the Board, recognizing when new members should be added, as well as their required profile to optimize its
effectiveness.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
58
According to the above corporate procedures, the suitability of the Board of Directors is evaluated on an ongoing basis and in particular
prior to the publication of the annual financial report. Therefore, the evaluation is carried out on an annual basis by the Board, with or
without the assistance of an external consultant. In addition, it is carried out on a three-year basis with the mandatory assistance of an
external consultant (collective evaluation of the Board which includes the evaluation of the Board as a whole, its Committees and each
member individually).
The collective evaluation includes the evaluation of the effectiveness and the fulfilment of the duties of the Board of Directors and its
Committees, but also of each member individually according to his/her role in the Board of Directors. The results of the evaluation are
presented to the BoD and measures are taken to address the identified weaknesses (requested profile of members and composition
of the BoD, succession plan, changes in organization and operation, integration of technological solutions, changes in training, etc.).
The assessment process of the Board of Directors is chaired by the Chairman, in cooperation with the NCGC, while the Chairman is
assessed by the Board chaired by the Independent Vice Chairperson, with the assistance of the NCGC. The President of the NCGC firstly
presents the results to the Chairman of the BoD and thereafter the individual results of each member’s assessment to each member
privately.
The evaluation process of the BoD, the Chairman and the Members of the BoD, the Committees and their Members for the fiscal year
2022 was completed within the first half of the fiscal year 2023 and was conducted by an external evaluator.
The evaluation for the 2023 fiscal year is currently underway and will be completed within the first half of the current fiscal year. A
summary of the individual and collective evaluation process for the BoD, and its Committees for the 2023 fiscal year, and a summary
of any findings and corrective actions will be included in the Corporate Governance Statement for the 2024 fiscal year.
The evaluation process for the fiscal year 2022 was chaired by the Chairman in cooperation with the Nominations and Corporate
Governance Committee. The collective evaluation for 2022 took into account, among other things, the composition, diversity and
effective cooperation of the members of the Board of Directors in fulfilling their duties. The individual assessment took into account,
among other things, the capacity of the member (executive, non-executive, independent), his/her participation in committees, the
assumption of specific responsibilities/projects, the time dedicated, his/her behaviour and the use of knowledge and experience.
The results of the Board of Directors’ evaluation for the 2022 fiscal year were communicated and discussed with the Nominations and
Corporate Governance Committee and the BoD. They were taken into account in the development of the Board's action plan so that
the Board's work is prioritised on navigating specific geopolitical & economic conditions, strategic capital reallocation, sustainability,
innovation and technological transformation, and championing future-oriented talent.
Moreover, the annual performance evaluation of the Company's CEO - in relation to his executive duties - for the fiscal year 2023 was
implemented, in accordance with the Senior Executives Evaluation Process. The results of the evaluation were communicated to the
CEO and were taken into account in determining his variable compensation.
h. Succession plan
The Board of Directors ensures the smooth succession and continuity of the Company's management through the succession plan for
the Board members. The Chairman of the Board and the NCGC are in charge of the process of drawing up the succession plan as a key
tool of good corporate governance that protects the viability of the Company and strengthens the confidence of shareholders and
other stakeholders. The plan is presented - to the extent required - to all members of the Board by the Chairman of the BoD.
Furthermore, the NCGC, if requested by the Board of Directors, is informed and examines whether there is a succession plan for the
Group Companies (in which the Company holds more than 50% of their share capital) in collaboration with the Executive Board
members of the Company and the Management of the Group Companies.
For the preparation and annual updating of the succession plan, the NCGC conducts on an annual basis:
Identification of needs
The NCGC recognizes the need to nominate new potential candidates for the Board of Directors taking into account:
•
the results of the annual evaluation of the Board of Directors, its Committees and members,
•
any changes in the Suitability Policy for the Board members (e.g., new knowledge / skills, diversity goals) and changes in the
duties and responsibilities of the Board and its Committees,
•
the planned changes in the composition of the Board of Directors (e.g., 9-year criterion for independent members, resignation of
executive members, etc.),
•
the opinions and personal plans of each member for the time of his term of office in the Board of Directors (by holding face-to-
face meetings between the members and the Chairman of the BoD or the President of the NCGC),
•
the level of "readiness" of the Company and Group Companies’ executives that have been recognized as candidate new executive
members of the Board (pipeline), by informing the CEO about the annual assessment of the individual performance and the
implementation of their development plan,
•
the results of benchmarking of potential executives of the industry, when required.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
59
Succession plan
Based on the above needs, the NCGC examines the succession plan on an annual basis. The plan includes the potential candidates per
director position (directors’ pipeline), the annual assessment of the performance of potential candidates from the Company and the
Group Companies executives against the relevant development plan that has been defined and possible transition scenarios.
The process of searching for candidates for scheduled departures starts one (1) year for non-executive Board members and five (5)
years for Executive Board members prior to the expected departure, avoiding the simultaneous succession in critical roles or a large
number of Board members.
Moreover, the succession plan may include a transition plan to temporarily fill vacancies on the Board in case of emergencies (e.g.,
temporary replacement).
For the preparation and updating of the succession plan, the NCGC:
•
recognizes new candidates (director pipeline) either from the top management of the Company and the Group Companies
or outside the Company, starting in time the process of nominating candidates for the Board outside the Company based on
the operating regulations of the NCGC,
•
suggests further actions in the development plan and preparation of the candidate successors of BoD members in the existing
succession plan by way of indication:
o
participation in the BoD of other companies, participation in the executive committees of the Company or presence in
the BoD of the Company (shadowing),
o
training in the required role skills,
o
assignment of new roles / responsibilities within the Group,
o
provision of advisory support to the candidate member (mentoring, feedback, coaching),
o
planning and proposing actions for the transition plan which may include by way of indication:
-
the temporary increase of the members of the Board of Directors or of its Committees,
-
the assignment of transitional roles e.g., member of the Committee for one (1) year before his/her appointment
as President of the Committee,
-
the gradual assignment of additional roles to senior executives.
i. Professional commitments of the Members of the BoD
The members of the Board of Directors have notified the Company, until December 31, 2023, of the following other professional
commitments (including significant non-executive commitments to companies and non-profit organisations):
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
60
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. FOUNDATION FOR ECONOMIC & INDUSTRIAL
RESEARCH
1. MEMBER OF THE BoD
2. Info Quest Technologies SA
2. EXECUTIVE MEMBER OF THE BoD
3. ACS SMSA
3. EXECUTIVE MEMBER OF THE BoD
4. QuestOnLine SMSA
4. EXECUTIVE MEMBER OF THE BoD
5. Uni Systems SMSA
5. EXECUTIVE MEMBER OF THE BoD
6.
ISQuare SMSA
6. EXECUTIVE MEMBER OF THE BoD
7. QUEST ENERGY SMSA
7. EXECUTIVE MEMBER OF THE BoD
8. VIOTIA WIND FARM AMALIA SA
8. MEMBER OF THE BoD
9. VIOTIA WIND FARM MEGALO PLAI SA
9. MEMBER OF THE BoD
10. ΒriQ Properties REIC
10.
CHAIRMAN OF THE BoD, NON
EXECUTIVE MEMBER
11. XYLADES ENERGIAKI SA
11. MEMBER OF THE BoD
12. WIND ZIEBEN
ENERGY SMSA
12. MEMBER OF THE BoD
13. MYLOPOTAMOS FOS 2 SMSA
13. MEMBER OF THE BoD
14. KINIGOS SA
14. MEMBER OF THE BoD
15. CLIMA QUEST SMSA
15. MEMBER OF THE BoD
16. FOQUS SMSA
16. MEMBER OF THE BoD
17.
RETAILCO HELLENIC SMSA
17. MEMBER OF THE BoD
18. THEOLINA SERVICES SINGLE MEMBER PC
18. MANAGER
19. THEOLINA ESTATE SINGLE MEMBER PC
19. MANAGER
20. THEOHOLD SINGLE MEMBER PC
20. MANAGER
21. THEOSEA SINGLE MEMBER PC
21. MANAGER
Theodoros Fessas
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. GREEK COAST SA
1. CHAIRWOMAN OF THE BoD & CEO
2. ACS SA
2. VICE CHAIRWOMAN OF THE BoD
3. Uni Systems SMSA
3. MEMBER OF THE BoD
4.
QuestOnLine SMSA
4. MEMBER OF THE BoD
5.
ISQuare SMSA
5. VICE CHAIRWOMAN OF THE BoD
6. iStorm SMSA
6. VICE CHAIRWOMAN OF THE BoD
7.RETAILCO HELLENIC SMSA
7. MEMBER OF THE BoD
8. MYLOPOTAMOS FOS 2 SMSA
8. VICE CHAIRWOMAN OF THE BoD
9. QUEST ENERGY SMSA
9. VICE CHAIRWOMAN OF THE BoD
10. Info Quest Technologies SA
10. VICE CHAIRWOMAN OF THE BoD
11. FOQUS SMSA
11. VICE CHAIRWOMAN OF THE BoD
12. KINIGOS SA
12. VICE CHAIRWOMAN OF THE BoD
13. CLIMA QUEST SMSA
13. VICE CHAIRWOMAN OF THE BoD
14. ΒriQ Properties REIC
14. NON EXECUTIVE BoD MEMBER
15. Sarmed Warehouses SA
15. CHAIRWOMAN OF THE BoD
16. WIND ZIEBEN
ENERGY SMSA
16. VICE CHAIRWOMAN OF THE BoD
17. XYLADES ENERGIAKI SA
17. CHAIRWOMAN OF THE BoD
Eftychia Koutsoureli
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
61
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1.SMERemediumCap
1.Chairman
2. Eurobank Private Bank Luxembourg
2. Member of the BoD
3. Grant Thornton
3. Chairman
4. FOUNDATION FOR ECONOMIC & INDUSTRIAL
RESEARCH
4. Member of the BoD
5. Alexander S. Onassis Public Benefit
Foundation
5. Member of the BoD
6. diaNEOsis Research and Policy Institute
6. Μember of the Advisory Board
7. ELIAM | HELLENIC FOUNDATION FOR
EUROPEAN & FOREIGN POLICY
7. Member of the Advisory Committee
Nikolaos Karamouzis
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. Info Quest Technologies SMSA
1. MEMBER OF THE BoD
2. ACS SA
2. CHAIRMAN & CEO
3. Uni Systems SMSA
3. VICE CHAIRMAN OF THE BoD
4. ISQuare SMSA
4. MEMBER OF THE BoD
5. iStorm SMSA
5. MEMBER OF THE BoD
6. Quest On Line SMSA
6. VICE CHAIRMAN OF THE BoD
7. SUNMED LAND INVEST INC
7. Director
8.
Quest Energy SMSA
8. VICE CHAIRMAN OF THE BoD
9. ΒriQ Properties REIC
9. EXECUTIVE MEMBER OF THE BoD
10. XYLADES ENERGIAKI SA
10. VICE CHAIRMAN OF THE BoD
11. WIND ZIEBEN ENERGY SMSA
11. VICE CHAIRMAN OF THE BoD
12. MYLOPOTAMOS FOS 2 SMSA
12.
VICE CHAIRMAN OF THE BoD
13. KINIGOS SMSA
13. VICE CHAIRMAN OF THE BoD
14. CLIMA QUEST SMSA
14. MEMBER OF THE BoD
15. Plaza Hotel Skiathos SMSA
15. MEMBER OF THE BoD
16. Sarmed Warehouses SA
16. MEMBER OF THE BoD
17. FOQUS SMSA
17. MEMBER OF THE BoD
18. RETAILCO HELLENIC SMSA
18. CHAIRMAN & CEO
19. G.E. Dimitriou AEE
19. MEMBER OF THE BoD
20. Pleiades IoT Innovation Cluster
20. MEMBER OF THE BoD
Apostolos Georgantzis
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. Attica Bank SA
1. Non Executive Member of the
BoD,Chairman of
Nomination,Remuneration
& Corporate
Governance Committee, Member of
Audit Committee & Risk Committee
2.Zavarovalinica Triglav DD – Greek Branch
2. Non-executive Legal Representative
3. Pathos SA
3. Non-Executive Chairman of Board of
Directors
4. Non-executive Directors Club (Ned Club
Hellas) -
Not-for-profit organization
4. Member of the BoD
Emil Yiannopoulos
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
Ioannis Paniaras
TITAN Cement International S.A.
Board Member, Executive Director,
Europe
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
62
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. Rockfeller Brothers Foundation (Non-profit
foundation - USA)
1. INDEPENDENT ADVISOR
2. Prince Albert II of Monaco Foundation (Non-
profit foundation)
2. NON-EXECUTIVE MEMBER OF THE
BoD
3. Oceanographic Institute (Non-profit
foundation - Monaco)
3. NON-EXECUTIVE MEMBER OF THE
BoD
4. Marine Regions Forum (Non-profit foundation -
Berlin)
4. NON-EXECUTIVE MEMBER OF THE
BoD
5. Marine Stewardship Council (MSC) (Non-profit
foundation - London)
5. NON-EXECUTIVE MEMBER OF THE
BoD
6. Friends of Ocean Action (World Economic
Forum)
6. NON-EXECUTIVE MEMBER OF THE
BoD
7. Global Fishing Watch, Partnership of Google
and Oceana (Non-Profit foundation - London )
7. NON-EXECUTIVE MEMBER OF THE
BoD
8. Greek Hotels Company LAMPSA SA
8. NON- EXECUTIVE MEMBER OF THE
BoD
9. Global Fund for Coral Reefs (GFCR) (Non-profit
foundation -New York)
9. NON-EXECUTIVE MEMBER OF THE
BoD
10. CLIMARE SOLUTIONS SINGLE MEMBER PC
10. MANAGER
Maria Damanaki
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. BPM Α.Ε.
1. CHAIRMAN OF THE BoD
2. LANDIS SA
2. CHAIRMAN OF THE BoD & CEO
3. EDUCATION & SCIENCE CENTER
3. MEMBER OF THE BoD
4.HELLENIC - KENYAN CHAMBER
4. MEMBER OF THE BoD
5. IDEATE CONSULTING SERVICES LIMITED
PARTNERSHIP
5. BUSINESS PARTNER
6. HELLENIV FEDERATION OF ENTERPRISES (SEV)
6. MEMBER OF THE BOARD
Nikolaos Socrates Lambroukos
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. ELLAKTOR
1. MEMBER OF THE BoD
2. REDS
2. MEMBER OF THE BoD
3. ACTOR CONCESSIONS
3. MEMBER OF BoD
4. AKTOR
4. MEMBER OF THE BoD
5. Cambridge Finance PC
5. MANAGER
6. Euroseas Ltd
6. MEMBER OF THE BoD
7. Eurodry Ltd
7. MEMBER OF THE BoD
8. Yellow Pages of Greece SA
8. CHAIRMAN OF THE BoD
9. Radio Communication SA
9. EXECUTIVE
10. HELLENIV FEDERATION OF ENTERPRISES
(SEV)
10. MEMBER OF THE BOARD
11. AUDIOMAX Holdings
11. CHAIRMAN OF THE BoD
12. Per Capita S.A.
12. VICE CHAIRMAN OF THE BoD
13. BNOVA I.T.S.A.
13. MEMBER OF THE BoD
14.Ministri of National Defence
14. SPECIAL ADVISOR
Panagiotis Kyriakopoulos
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
63
None of the members of the Board of Directors of the Company (executive, non-executive and independent non-executive) holds, as
at April 4, 2024, a position on the Boards of Directors of more than five (5), in total, listed companies and non-affiliated companies of
the Company.
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. Info Quest Technologies SA
1. EXECUTIVE MEMBER OF THE BoD
2. ACS SMSA
2. EXECUTIVE MEMBER OF THE BoD
3. QUEST ENERGY SMSA
3. CHAIRMAN & CEO
4. Uni Systems SMSA
4. EXECUTIVE MEMBER OF THE BoD
5. ISQUARE SMSA
5. EXECUTIVE MEMBER OF THE BoD
6.
Unisystems Luxembourg s.a.r.l.
6. DIRECTOR
7. XYLADES ENERGIAKI SA
7. CHAIRMAN & CEO
8. WIND ZIEBEN ΕNERGY SMSA
8. CHAIRMAN & CEO
9. MYLOPOTAMOS FOS 2 SMSA
9.CHAIRMAN & CEO
10. VIOTIA WIND FARM AMALIA SA
10. ΑΝΤΙΠΡΟΕΔΡΟΣ ΔΣ
11. VIOTIA WIND FARM MEGALO PLAI SA
11. ΑΝΤΙΠΡΟΕΔΡΟΣ ΔΣ
12. KINIGOS SA
12. CHAIRMAN & CEO
13. CLIMA QUEST SMSA
13.
MEMBER OF THE BoD
14. FOQUS SMSA
14. MEMBER OF THE BoD
15. MKVT ENERGY P.C.
15. MANAGER
16. SUNNYVIEW P.C.
16. MANAGER
17. RETAILCO HELLENIC SMSA
17. MEMBER OF THE BoD
18. G.E. Dimitriou AEE
18. MEMBER OF THE BoD
19. Pleiades IoT Innovation Cluster
19. MEMBER OF THE BoD
Markos Bitsakos
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. NN Hellas Insurance Company
1. CEO
1. NN Hellenic SMSA Insurance Company
1. CEO
1. NN Hellenic Mutual Fund Management
1. CEO
2.1 Member of BoD
2.2 Executive Committee - Member
2.3 Human Resources Committee -
Chairwoman
3. Hellenic-Dutch Chamber of Commerce and
Industry
3.1 Member of BoD
4. ALBA EXECUTIVE DEVELOPMENT & APPLIED
RESEARCH IN BUSINESS ADMINISTRATION
4. Independent Member of the BoD
2. Association of Insurance Companies of Greece
Philippa Michali
NAME & SURNAME
COMPANY NAME
PROFESSIONAL COMMITMENT
1. Marketing Greece SA
1. Chairwoman of the BoD
2. ELLAKTOR
2. INDEPENDENT NON-EXECUTIVE
MEMBER OF BoD
3. REDS S.A.
3. CEO
4. AETHER PROPERTIES P.C.
4. MANAGER
5. EXCELLENSEAS
5. SCIENTIFIC BOARD MEMBER
Ioanna Dretta
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
64
The Board of Directors, as part of its annual review, prior to the publication of the annual financial report, of the fulfilment of the
independence criteria of the independent non-executive members of the BoD (Messrs. Emil Yiannopoulos, Maria Damanaki, Ioanna
Dretta, Nikolaos Karamouzis, Panagiotis Kyriakopoulos, Filippa Michali and Ioannis Paniaras), ascertained that said criteria are met, in
accordance with article 9 of Law 4706/2020, the Suitability Policy and the Procedure for Disclosure of dependency relationships of the
independent non-executive members of the BoD of the Company.
j. Conflict of interest – Privileged information – related members
The members of the Board of Directors and every third person to whom the BoD had delegated responsibilities, must:
a.
keep strictly confidential all Quest confidential corporate matters which have not been disclosed to the general public and of
which they have become aware in their capacity as consultants.
b.
abstain from pursuing their own interests, which conflict with the interests of the Company and disclose in a timely manner
any situations of conflict of interest, abstaining, where necessary, from the relevant voting in accordance with the relevant
Policies and Procedures of the Company.
c.
comply with the other provisions of the law regarding the obligations of the members of the Board of Directors, such as the
provisions on management of privileged information, transactions with related parties, etc., as well as any relevant Policies
and Procedures of the Company.
d.
promptly inform the Corporate Secretary and the NCGC about any change in the external professional positions they hold
and any assumption of a new position (e.g., participation in boards of directors of other companies) or other information to
update their CV.
The Company applies a Conflict-of-Interest Policy, fully harmonized with the Greek legislation and has, in particular, taken into account
the applicable legal framework, such as Law 4548/2018 and Law 4706/2020. The relevant policy is binding on the members of the
Board of Directors, the executives as well as the other employees of the Company.
The policy defines the duty of loyalty owed to the Company by the above persons and their obligation to ensure that corporate decisions
are made in the interest of the company and free from any real or potential conflict of interest arising out of their personal and
professional activities, relationships and interests.
For the implementation of the policy, the Company has prepared a Procedure for the Prevention and Management of Situations of
Conflict for the members of the Board of Directors as well as for each executive or third party who has been delegated responsibilities
from the BoD which specifies all mechanisms of conflict-of-interest prevention, recognition and response.
The independent non-executive members of the Company's Board of Directors have special obligations to notify and / or avoid possible
conflicts of interest, upon assuming their duties and on an annual basis, as described in the Procedure for Notifying Dependency
Relations of the Company's Independent Board Members while reference on conflict-of-interest for all Company stakeholders is also
included in the Code of Conduct and Ethical Behaviour as well as in the Regulatory Compliance System.
In order to specify the Group's Conflict of Interest Policy and the rules of conduct of the Code of Conduct and Ethical Behaviour in
relation to conflict-of-interest issues, the Company has established a Procedure for the Management and Prevention of Conflict-of-
Interest for employees. Its purpose is to provide guidance and direction to all employees of the Company and Group Companies to
ensure that the Company and Group Companies' operations and business decision making are not influenced by personal interests.
The Procedure defines conflict of interest and its categories, encourages the confidential reporting of any incident or reasonable
suspicion through the available communication channels established by the Company and the Group Companies, and promotes
awareness and vigilance among employees in order to identify actions related to conflict of interest situations.
The Company also implements the Procedure for the Management of Privileged Information and Proper Information of the Public,
which complies with the applicable legislation and the relevant obligations it has as a listed company on the Athens Stock Exchange
and additionally contributes to achieving equal treatment, protection and strengthening of investor trust and protecting the integrity
of financial markets.
In particular, the process includes the mechanisms for recognizing privileged information and the process of evaluating information as
privileged or not. According to the evaluation result, the process describes the methodologies / actions for managing privileged
information related to the publication or not of the privileged information (disclosure, postponement, refutation).
The procedure analyses the obligations of the persons who possess privileged information while it is emphasized that said individuals
are personally responsible for observing the legislation and the implementation of the relevant procedure.
Moreover, the process of compiling and updating lists of persons holding privileged information is also described. The procedure
includes a detailed description of the sanctions, criminal or administrative, imposed on persons holding privileged information.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
65
Finally, the Company applies a transaction procedure with related parties in accordance with § 3 of article 14 of law 4706/2020. In the
relevant procedure:
•
defines who the Company related parties are, establishes the rules and procedures aimed at ensuring the transparency and
effective supervision of the Company's contracts or transactions with related parties; and
•
sets out the rules and procedures for the detection, evaluation, approval and disclosure of related party transactions based on
the relevant provisions of corporate law.
For the valid representation, management of the corporate affairs and undertaking of every obligation by the Company, two signatures
shall be required under the corporate name, unless otherwise determined by a relevant decision of the Board of Directors.
The Company has undertaken the obligation, towards its members of the Board of Directors and Executives, to whom by virtue of a
BoD decision the management of the Company and / or the fulfilment of certain duties and / or the exercise of part of its powers and
responsibilities has been assigned, to fully compensate them in the performance of their duties.
During this fiscal year and until today, no cases of conflict of interests of the members of the Board of Directors have been identified,
which fall under the provisions of article 97 of Law 4548/2018 and said member had made a relevant disclosure and abstained from
voting on the items on the agenda for which there was a conflict of interest.
k. Information on the number of shares held by the members of the Board of Directors key executives
Please find hereinafter a table, which shows the number of shares held by each Board Member and each key Executive as at 31.12.2023:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
66
l. Sustainability Policy
The Group and its subsidiaries have developed an ESG (Environment - Social - Governance) Strategy and adopt and implement policies
that lead to Sustainable Development. In 2023, a review of the Group's Sustainability Policy was carried out, which reflects the
responsibility and commitments of the Company and the Group Companies towards the employees, the market, society and the
environment in terms of Sustainable Development. It sets the guidelines for the design, implementation and monitoring of the ESG
Strategy of the Group and the Group Companies, based on recognised international standards, frameworks and best practices, and
ensures the framework for full compliance with national and EU applicable legislation on Sustainable Development and the disclosure
of non-financial information.
The Sustainability Strategy / ESG Strategy defines medium and long-term objectives (ESG Objectives) on material issues related to the
environment, society and corporate governance. Through the ESG Strategy, the Company and the Group Companies seek to link
Sustainable Development to the value creation model and ensure a sustainable future for all stakeholders and the wider society.
Name
No. of shares
Tedinvest linited - (100% company
controlled by Theodore Fessas)
53.634.195
Eftychia Koutsoureli
27.074.187
Apostolos Georgantzis
155.619
Markos Bitsakos
0
Nicolaos Socrates Lambroukos
21.000
Emil Yiannopoulos
0
Maria Damanaki
0
Ioanna Dretta
0
Nikolaos Karamouzis
0
Panagiotis Kyriakopoulos
0
Phillipa Michali
0
Ioannis Paniaras
0
Eleni Aggloupa
0
Konstantinos Vogiatzoglou
0
Vassilios Giannopoulos
0
Luisa Grigorakou
0
Vasiliki Delistathi
0
Gerasimos Zournatzis
15.525
Athanasios Kapetsis
70
Dimitrios Kyriakopoulos
0
Konstantinia Pappa
0
Dimitrios Papadiamantopoulos
0
Evangelos Roussos
0
Alexandros Roustas
0
Rania Skordili
3.735
Haris Stefanouris
0
Eleni Christogianni
0
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
67
2. BoD Committees
i. Audit Committee
The Ordinary General Meeting of 15-6-2022, decided, according to the provisions of article 44 of Law 4449/2017 and circulars no.
1302/28.4.2017 and 1508/17-7-2020 of the Hellenic Capital Market Commission, as follows:
a.
the Audit Committee will be a Committee of the Board of Directors, consisting exclusively of Members of the Board of
Directors,
b.
the Audit Committee will consist of three (3) Independent Non-Executive Members,
c.
The term of office of the members of the Committee to be appointed by the Board of Directors in accordance with § 1c of
article 44 of Law 4449/2017, as such is in force, will follow their term of office as members of the BoD, i.e., it will be for three
years commencing on the election of the BoD and will be automatically extended until the Ordinary General Meeting to be
convened after the end of its term, i.e., until the Ordinary General Meeting of 2025.
The members of the Committee were appointed according to resolution passed by the Board of Directors on 15-6-2022 in accordance
with article 44, § 1c, of law 4449/2017, as such is in force, in combination with circulars no. 1302/28-4-2017 and 1508/17-7-2020 of
the Hellenic Capital Market Commission. The members of the Audit Committee were proposed by the Nominations and Corporate
Governance Committee on 11-5-2022 from the members of the Board of Directors, who have sufficient knowledge in the field in which
the Company operates and meet the criteria of article 44, of law 4449/2017, as such is in force.
Following the appointment of the members of the Audit Committee by the BoD, the Committee was constituted into a body in order
to appoint its Chairman and Members.
Emil Yiannopoulos – President, Independent, Non-Executive Member of the BoD,
Panagiotis Kyriakopoulos – Member, Independent, Non-Executive Member of the BoD,
Philippa Michail - Member, Independent, Non-Executive Member of the BoD.
The Rules of Operation of the Audit Committee were updated according to the resolution of the Board of Directors passed on 15.7.2021
and have been prepared to ensure compliance with § 4 of article 10 of law 4706/2020, reflect the responsibilities of the Committee in
harmonization with law 4449/2017 "on mandatory audit of annual and consolidated financial statements and public supervision of the
audit work" (article 44), as amended by article 74 of law 4706/2020 and the relevant circulars of the Hellenic Capital Market Commission
(1302/28.04. 2017 and 1508/17.7.2020) and have been posted, as in force, on the Company's website (
group/committees
).
The preparation of the Rules, has taken into account the aforementioned, the Greek Code of Corporate Governance of the Hellenic
Corporate Governance Council adopted by the Company, the Company's Rules of Procedure, the applicable legislation and best
international practices.
The main mission of the Audit Committee is to support the Board of Directors in fulfilling its supervisory responsibility towards the
shareholders, the investors and other parties making transactions with the Company in general for monitoring:
The completeness and integrity of the annual and consolidated financial statements of the Company.
The effectiveness and efficiency of corporate governance, internal control, risk management, quality assurance and
compliance systems that have been established by the Management and the Board.
The compliance of the Company with the, from time to time, applicable legal and regulatory framework, as well as with the
Code of Conduct and Ethical Behaviour.
The audit function and the performance of the work of the external auditors regarding the statutory audit of the financial
statements.
The evaluation of the internal control department which it supervises.
The process of selecting the certified public accountants or auditing firms and monitoring their independence on an ongoing
basis.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
68
In order to fulfil its goals, the Audit Committee has unhindered and full access to the information needed to exercise its responsibilities.
The executive members of the Board of Directors and the Management of the Company and Quest Group must cooperate and respond
to relevant requests of the Audit Committee. The Committee shall secure the resources necessary for the implementation of its work.
The budget of the Audit Committee is approved by the Board of Directors of the Company.
The Committee oversees, in addition to internal control, the other functions of the Internal Control System, in particular the risk
management system (with the reports of the Risk Management, Safety & Quality Division) and the regulatory compliance system (with
the reports of the Regulatory Department).
The Audit Committee in the year 2023 met fourteen (14) times in the presence of all its members. In the discussion of issues within the
competence of the Internal Control Department, the manager of the Internal Control Department was called.
In this context, the Audit Committee met four (4) times with the certified auditors of KPMG and discussed with them their audit
approach, the focus points of the audits (key financial statement risks) as well as the results of their reports.
Furthermore, in 2023 the Audit Committee within the framework of its responsibilities and in accordance with § 3 of article 44 of Law
4449/2017, and the relevant decisions of the Hellenic Capital Market Commission (resolutions no. 1302/28.4.2017 and
1508/17.07.2020) proceeded during the fiscal year 2022, inter alia, to the following:
a. Statutory audit monitoring and information of the Board of Directors about its results:
It monitored the process and the carrying out of the statutory audit of the company and the consolidated financial statements of the
Company, took into account the content of the supplementary report, which was submitted by its certified auditors and which contains
the results of the statutory audit performed and meets at least the specific requirements in accordance with Article 11 of Regulation
(EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014.
b. Financial reporting process
Monitored, examined and evaluated the process of preparation of the financial reporting, i.e., the mechanisms and systems of
production, the flow and dissemination of financial information produced by the involved organizational units of the Company, was
informed about the process and the schedule of compiling the financial information by the Management was also briefed by the
statutory auditors on the annual statutory audit program prior to its implementation, evaluated it and ensured that the annual statutory
audit program covers the key areas of audit, taking into account the main business and financial risk areas of the Company.
Moreover, with regard to the implementation of the above, the Audit Committee held meetings with the Management / competent
executives during the preparation of the financial reports, as well as with the certified auditors during the planning stage of the audit,
during its execution and during the stage of preparation of audit reports. It also took into account and examined the key issues and
risks that may have an impact on the Company's financial statements as well as the significant judgments and estimates of Management
during their preparation.
Furthermore, the Audit Committee was in timely communication with the certified auditors in view of the preparation of the audit
report, reviewed the financial reports prior to their approval by the BoD, in order to assess their completeness and consistency in
relation to the information that has been submitted to it as well as with the accounting principles applied by the Company and has
informed the BoD.
c. Independence overview of certified public accountants
Reviewed and monitored the independence of the certified auditors or the auditing firms in accordance with Articles 21, 22, 23, 26 and
27, and Article 6 of Regulation (EU) No 537/2014 and in particular with regard to the suitability of the provision of non-audit services
to the Company in accordance with article 5 of the same Regulation.
d. Procedures of internal control and risk management systems, regulatory compliance - Internal Audit Department and other functions
and actions:
Internal Control System:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
69
The Audit Committee monitored, examined and evaluated the adequacy and effectiveness of all Company policies, procedures and
control activities regarding on the one hand the internal control system and on the other the risk assessment and management, in
relation to the financial information (according to case c of § 3 of article 44 of Law 4449 / 2017 and resolution no 1302/28.04.2017 of
the Hellenic Capital Market Commission). In this context, the Internal Control Department contributed to the preparation of the Group's
consolidation manual, as well as to the implementation of the project for the preparation of the transition to the SAP4Hana
environment. Further, the Audit Committee submitted for approval to the Board of Directors the Reporting-Complaints Management
Policy, as well as the amendments to the Regulatory Compliance System, the Code of Conduct and Ethical Behaviour and the Rules of
Procedure of the Risk Management Committee.
The Audit Committee monitored the effectiveness of the internal control system, in particular as to the adequacy and correctness of
the financial and non-financial information provided, the risk management, the regulatory compliance and the corporate governance
code adopted by the Company mainly through the work of the Internal Control Department and of the certified auditors.
With regard to the results of the above actions, the Audit Committee informed the BoD about its findings and submitted proposals for
the implementation of corrective actions, whenever this was deemed appropriate.
It also submitted to the Board the quarterly reports of the Internal Control Department with the most important issues and
recommendations of the Internal Control together with its comments (according to article 16 of Law 4706/2020).
Internal Control Function:
With regard to the internal control function, the Audit Committee monitored and inspected the proper functioning of the Internal
Control Department in accordance with the professional standards, as well as the applicable legal and regulatory framework and
evaluated the project, its adequacy and effectiveness, without, however, affecting its independence. It reviewed the disclosed
information regarding the internal control and the main risks and uncertainties of the Company, in relation to the financial information.
It evaluated the Manager of the Internal Control Department and collaborated with the Compensation Committee to determine the
bonus of the manager of the Internal Control Department. In cooperation with the Human Resources Department, it found and
recruited an executive to take over the duties of the Head of the Internal Control Department, who was moved internally at the
Company due to her experience and knowledge, and found and recruited suitable executives to replace two departing executives, in
order to ensure that the Internal Control Department has the necessary means, is adequately staffed with employees who have
sufficient knowledge, experience and training, has no restrictions on its work and enjoys the required independence.
It was informed on the annual report of 2023 audit works and on the audit program of the Internal Control Department for the year
2024 before its implementation and evaluated it, taking into account the main areas of business and financial risk as well as the results
of previous audits. It checked that the annual audit program (in combination with any relevant medium-term programs) covers the
most important areas of control and systems related to financial information based on the Company's risk assessment and submitted
relevant proposals and approved it. Finally, it was informed about the requirements of the necessary audit resources as well as the
consequences of limiting the resources or the control work of the Internal Control Department (according to Article 15 § 5 of Law
4706/2020).
It held regular meetings with the manager of the Internal Control Department to discuss issues within his competence, as well as
problems that may arise from internal controls. It became aware of the work of the Internal Control Department and its reports (regular
and extraordinary) and is in regular contact with the manager of the Department.
Regulatory Compliance:
Approved the annual Regulatory Compliance action plan, was informed about its progress (based on the Company's Regulatory
Compliance System), about the Periodic Reports (of the Company and the consolidated reports of the Group), about the regulatory
compliance for the first and second four-month periods of 2022, and about the progress of the Compliance Risk Assessments. The Audit
Committee was also informed about the preparation of the Reporting/Complaints Management Policy, as well as about the
amendments made to the Regulatory Compliance System and the Code of Conduct and Ethical Behaviour relating to the above
Reporting/Complaints Management Policy, which it approved and further submitted to the Board of Directors for approval.
Risk Management:
Reviewed the management of the key risks and uncertainties of the Company and their periodic review through regular meetings with
the Management and the manager of the Risk Management Department. In this context, it evaluated the methods used by the
Company for identifying and monitoring risks, treating key risks by the internal control system and the Internal Control Department as
well as properly disclosing them in the published financial reports. The members of the Committee participate in the meetings of the
Risk Management Committee in order to assist it in including strategic risks in addition to operational risks in a more systematic manner.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
70
Approved the updated Risk Register of the Group and was informed about the more efficient use of the electronic platform (Enterprise
Risk Management Software) by all companies in the ongoing process of automating the identification and evaluation of Strategic,
Operational, Financial and Non-Regulatory Compliance Risks as well as their mitigation actions.
Was informed about the periodic risk management reports and was further briefed by the Risk Management Director on the risk
assessment of the Risk Register by the Risk Management Committee.
Within the framework of the Corporate Governance System, as such was updated according to law 4706/2020, the Board of Directors
of the Company:
through the Corporate Governance System and under the supervision of the Audit Committee, is responsible for ensuring
the effective operation of the Risk Management System, in all the Companies of the Group,
ensures the effective operation of the Risk Management System, sets the basic risk limits for the Group Companies and
gives basic guidance for the management of the Risk level for 2022, both to the CEO of QH, and to the CEOs of the Group
Companies and expresses its wish for the Risk Limits, in order to ensure, to the extent possible, the achievement of the goals
of the Group Companies and increase its value.
To this end, the members of the Committee were informed about the relevant Group Risk Appetite Statement for 2024, which was
prepared by the Risk Management Committee of the Company, was approved by the Audit Committee and was further submitted by
the latter to the BoD for approval.
Last, the Audit Committee was informed about the amendments made to the Rules of Procedure of the Risk Management Committee,
which it approved and further submitted to the Board of Directors for approval.
Other functions and actions:
Was informed by the Group Chief Information Security Officer about the progress of cyber security activities, external security
assessments, internal security indicators, training of Group staff on information security issues, priorities and monitoring and the
security framework, as well as about the implementation of the information systems security plan, the Group's cooperation with
external partners on cyber security, and about strengthening of the Unit’s human resources.
Was informed by the Group ESG Manager about the ESG targets and results for the year 2022 based on the ESG strategy approved by
the Board of Directors, the assessments of Group companies (Ecovadis), the developments in European legislation regarding non-
financial assets and the upcoming obligations regarding business sustainability and the priorities, targets and actions for the year 2023.
Last, the Audit Committee has prepared and will submit to the shareholders at the forthcoming Annual General Meeting the annual
report for the 2023 fiscal year.
ii. Nominations and Corporate Governance Committee
According to its resolution passed on 15/06/2022, the BoD elected among its members, pursuant to the provisions of Law 4706/2020,
the HCGC, the Rules of Procedure of the Board of Directors and the Company’s Articles of Association the members that constitute the
Nominations and Corporate Governance Committee.
The Rules of Procedure of the Nominations and Corporate Governance Committee were updated according to the resolution of the
BoD passed on 15.7.2021, were prepared in harmonisation with the applicable legal and regulatory framework and in particular with
Law 4706/2020, Articles 10 and 12 and have been posted on the website of the Company (
group/committees
).
The purpose of the Committee is to support and assist the Board of Directors of the Company in nominating its new members, planning
the succession of the existing Board members and evaluating the suitability and performance of the Board and its members in order
to ensure that the BoD has, on an ongoing basis, the appropriate balance of skills, knowledge, experience and diversity for the effective
fulfilment of its responsibilities and the promotion of the corporate interest. The Committee also supports the Board of Directors in
defining and supervising the implementation of the Group's Corporate Governance System. In addition, it may assist in the monitoring
of the succession plans of the top executives in the Quest Group Companies, if requested by the Company in its capacity as shareholder
of the Group Companies.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
71
The Board of Directors may also delegate to the Committee competencies related to the nomination-selection of new and the
assessment of the top executives of the Company and the Group Companies according to the relevant policies and procedures of the
corporate governance system.
The Committee in the year 2023 met eight (8) times in the presence of all its members.
During the year 2023, the Nominations and Corporate Governance Committee supported the Board of Directors in:
(i)
considering the revision of Policies/Procedures (Procedure for the Evaluation of the Board of Directors, Parent Company Senior
Executives Evaluation Procedure and Subsidiary Senior Executives Evaluation Procedure, Policy and Procedure for the Prevention &
Management of Conflict of Interest, Suitability Policy, Rules of Operation of the Nomination and Corporate Governance Committee,
Rules of Operation of the Board of Directors, and Procedure for the Dependency Relationship of the Independent Non-Executive
Members of the Board of Directors),
(ii)
considering the revision of the succession plan for the Board Members of the Company & Senior Executives of the Company and
Group Companies,
(iii)
preparing the annual assessment regarding the fulfilment of the independence criteria of the members of the Board of Directors as
well as the declarations-disclosures of conflicts of interest, the recommendation for the appointment of a consultant who will
undertake to evaluate the Board of Directors and the selection of a consultant,
(iv)
implementing the Continuing Training Programme for Existing Board Members for the years 2023 and 2024,
(v)
considering the provision of an induction programme for new Board members,
(vi)
evaluating the Senior Executives of the Company and Group Companies and evaluating the Company's BoD,
(vii)
designing and monitoring an action plan based on the results of BoD evaluation,
(viii)
preparing the annual Corporate Governance Statement and forwarding it to the Audit Committee,
(ix)
monitoring the implementation of the Quest Group Corporate Governance System and reporting on the progress monitoring
of
the Corporate Governance System.
(x)
initiating the process of engaging a consultant for the evaluation of the Group's Corporate Governance System.
Last, the Nominations and Corporate Governance Committee prepared its annual report for the year 2023. The President of the
Committee participates in the meeting of the General Meeting, providing information to the shareholders regarding the activities of the
Committee, upon request.
iii. Compensation Committee
According to its resolution passed on 15/6/2022, the Board of Directors elected among its members, pursuant to the provisions of Law
4706/2020, the HCGC, the Rules of Procedure of the Board of Directors and the Company’s Articles of Association the members that
constitute the Compensation Committee.
The Rules of Procedure of the Compensation Committee were updated according to the resolution of the BoD passed on 15.7.2021,
were prepared in compliance with § 4 of article 10 of law 4706/2020 and reflects the Committee’s competencies in harmonisation with
article 11 of law 4706/2020 and articles 109 through 112 of law 4548/2018 and have been posted on the website of the Company
(
).
The main mission of the Committee is to:
support and assist the Board of Directors in the preparation and amendment of the compensation policy submitted for
approval to the General Meeting according to articles 110-112 of Law 4548/2018,
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
72
prepare proposals in relation to the salaries of the persons who fall under the scope of the above and the senior executives
of the Company in accordance with article 11 of law 4706/2020 (case b) as well as to fulfil its other responsibilities set out in
these Rules or in the applicable legislation,
examine the content and information contained in the final draft of the annual compensation report, confirming that the
content of this report is compatible with the relevant compensation policy, and obtain a relevant opinion from external
auditors. The Committee submits its opinion to the Board, before submitting the report to the General Meeting.
The Committee in the year 2023 met eight (8) times in the presence of all its members.
During the year 2023, the Compensation Committee supported the Board of Directors in:
i.
approving the Procedure of Share Allocation to Senior Management and recommending it to the Board of Directors
ii.
deciding on the variable remuneration of Senior Executives of the Company and the Group Companies for the 2022 fiscal
year,
iii.
deciding on the salary and bonuses of the Head of the Internal Control Department and the internal auditor for the 2022
fiscal year and on the regular remuneration of the newly recruited Head of the Internal Control Department,
iv.
deciding on the advance payment of part of the variable remuneration for the 2023 fiscal year to the Group's staff,
v.
approving the Remuneration Report of the BoD members for the 2022 fiscal year.
Last, the Compensation Committee prepared its annual report for the year 2023. The President of the Committee participates in the
meeting of the General Meeting, providing information to the shareholders regarding the activities of the Committee, upon request.
iv. Sustainability Committee
According to its resolution passed on 15/6/2022, the Board of Directors elected among its members, pursuant to the provisions of Law
4706/2020, the HCGC, the Rules of Procedure of the Board of Directors and the Company’s Articles of Association the members that
constitute the Sustainability Committee.
The Rules of Procedure of the Sustainability Committee were prepared according to the resolution of the BoD passed on 15.7.2021 to
describe the role and responsibilities of the Committee in the context of the activities of the Company and the Group Companies. The
Greek Code of Corporate Governance of the Hellenic Corporate Governance Council that has been adopted as well as international
best practices have been taken into account in the drafting of the Regulation which has been posted on the website of the Company
(
).
The Committee's main mission is to:
support and assist the Board of Directors in setting out the strategy, goals and priorities for sustainability,
cooperating with the executive management of the Company in matters of sustainability,
monitoring on behalf of the BoD the implementation of the Company and the Group Companies’ strategy in matters of
sustainability as well as the implementing the activities and the achievement of the Company and the Group Companies’
goals on these matters,
reporting to the Board of Directors on issues of sustainability and supporting the Board of Directors in the supervision of the
sustainability strategy in the Company and the Group Companies.
The Committee in the year 2023 met four (4) times in the presence of all its members.
During the year 2023, the Sustainability Committee supported the Board of Directors in:
i)
informing on upcoming external regulatory developments on non-financial information, on the impact on reporting
requirements and preparing for adaptation,
ii)
the budget of the ESG unit,
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
73
iii)
the advantages of integrating sustainable development into strategic/investment decisions,
iv)
informing on the progress made in 2023 in the implementation of actions under the Quest Group's ESG Transition Framework,
v)
the amendment of the Sustainability Policy,
vi)
the Group's participation in assessments and their results, as well as in Bodies (such as the UN Global Compact, CSR Hellas –
the Hellenic Pact for Sustainable Industry - P4SI-EL) or representing it in working groups of Bodies (such as the Hellenic
Federation of Enterprises SEV),
vii)
strengthening the Group's circular economy model,
viii)
designing the strategy and identifying opportunities related to sustainability, value creation and risks, based on dual
materiality, market developments and geopolitical conditions (customers, products, supply chain, etc.).
v. Strategic Planning Executive Committee
According to its resolution passed on 15/6/2022, the Board of Directors elected among its members, pursuant to the Rules of Procedure
of the Board of Directors and the Company’s Articles of Association the members that constitute the Strategic Planning Executive
Committee as follows.
1.
Theodoros Fessas, President, Chairman of the BoD – Executive Member,
2.
Apostolos Georgantzis, Member, CEO - Executive Member of the BoD,
3.
Markos Bitsakos, Member, Deputy CEO - Executive Member of the BoD, and
4.
Nikolaos Socrates Lambroukos, Member, Executive Member of the BoD, Managing Director.
The Strategic Planning Executive Committee is an information and coordination body for important issues of the Group, with the
responsibility of giving opinions on strategy and investments, monitoring the Group's activity and making recommendations to the
Company's Board of Directors on issues of particular interest to the Company and the companies in which it participates. In particular,
it coordinates and is informed on important issues of the Group, such as:
Examination of important strategic issues, of the development framework, the strategic planning and the significant
investments of the Group. Submission of relevant proposals to the Board of Directors for decision.
Examination of the budgets and business plans of all Group companies and monitoring of the course of their implementation.
Monitoring of important Company and Group Companies projects.
Monitoring non-controlling interests of the Group.
Examination, when required, of the targets’ framework for all Group companies and their Managements.
Monitoring risk management, crisis management and extraordinary important issues that arise in the Group companies.
Examination of recruitments / dismissals of the group’s senior executives (CEOs).
The Committee in the year 2023 met eight (8) times in the presence of all its members and supported the Board of Directors in:
Reviewing key strategic issues, the Group's development framework and strategic planning.
Examining the the Group's investment strategy and major investments.
Reviewing and discussing all Group Companies’ budgets and business plans.
Monitoring major projects of the Company and Group companies.
Risk management, crisis management and major contingencies arising in the Group companies, etc.
3. Administrative Committees
i. Group Management Committee
A Group Management Committee has been established and operates. The Group Management Committee consists of the following
executives of the Company and the Group Companies:
•
the CEO of the Company, who chairs the Committee
•
the Deputy CEO of the Company and the Group CFO
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
74
•
the Company's Strategy Director
•
the Human Resources Director
•
The Managing Directors of the Group companies, in which the Company holds over 50% of the share capital.
The President may invite, Managers or executives of the Company or of the Group Companies, as the case may be, at the meetings of
the Committee. The Secretary of the Committee is the Director of Strategy and Business Development.
The main mission of the Committee is to:
Examine and make proposals to the Company CEO for issues regarding strategy, risk management, finance, organization and
operation of the Group Companies,
ensure the maximum coordination of Group Companies in a group spirit and the mutual information on the most important
issues of each Group Company and
the effective promotion of the strategies, policies and decisions of the Company and the Group Companies.
The President may invite, Managers or executives of the Company or of the Group Companies, as the case may be, at the meetings of
the Committee. The Secretary of the Committee is the Director of Strategy and Business Development.
ii. Risk Management Committee
The Risk Management Committee consists of five (5) up to seven (7) regular members including, at least, the Group CEO, the Deputy
Group CEO, the Group CFO, the Group Risk Officer, the Company Strategy Director and the Group Compliance Officer:
The Head of the Company's Internal Control Department (Internal Auditor) also participates in the Committee in an advisory capacity,
contributing her knowledge of the Company and Group Companies and risk management methodology, without, however, taking
actions or making decisions that compromise her independent and objective judgment.
The Risk Management Committee's main task is:
the integration of effective practices and risk management culture in the strategic planning, in the best decision making and
in the daily operation of the Company and the Group Companies,
The systematic identification and evaluation of the essential risks of the Company and the Group Companies related to the
achievement of the strategy and the business objectives of the Company and the Group Companies, as well as ensuring the
adoption of adequate measures for their effective management.
Further information on the competencies and operation of the Committee is included in the Rules of Operation of the Risk Management
Committee, which constitutes an annex to the Rules of Procedure of the Company.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
75
9.
Non-financial performance
The Report (Statement) of non-financial reporting contains information on all activities of Quest Group for the for the year 2023 following
thematic aspects, defined by section 7 "Report (Statement) of Non-Financial Reporting" of circular # 62784/2017 of the Ministry of Economy
and Development, according to the provisions of article 151 in Law 4548/2018.
and includes:
•
Short description of the business model of the company,
•
Description of the policies it has adopted in the addressed issues which it is concerned, including the due
diligence processes it follows.
•
The results of the implementation actions taken,
•
The key risks that concern the issues that are material to the company, including and adjusted to the whole or by
part to its business relationships, its products and services, from which possible negative impacts may occur as
well as the manner in which the Company addresses these issues.
•
The performance indicators reported which cover the relevant material and sector issues.
Where the entity does not have policies in relation to one or more of the issues addressed, a clear and reasoned explanation for the absence
of those policies is provided in the non-financial statement. The non-financial statement referred to in the first paragraph also includes,
where appropriate, references and additional explanations for the amounts shown in the annual financial statements. In exceptional cases,
information regarding upcoming developments or matters under negotiation may be omitted when, in the duly justified opinion of the
members of the administrative, management and supervisory bodies, acting within their competences and who are collectively responsible
for that opinion, the disclosure of this information would seriously harm the entity's commercial position, provided that such omission does
not prevent a fair and balanced understanding of the development, performance, position and impact of the entity's activities. To provide
the information referred to in the first subparagraph, public limited companies may rely on national frameworks, EU-based frameworks or
international frameworks and, in this case, public limited companies shall specify which frameworks they relied on.
In addition, the Report presents relevant information on the disclosures provided for in Article 8 of the EU Taxonomy Regulation, as specified
in Article 10 of Delegated Regulation (EU) 2021/2178.
The Report has been prepared taking into account the GRI International Standards in order to describe and manage the most significant
impacts of the Group and the relevant risks identified, taking into account how these risks are addressed through due diligence Policies for
the detection, prevention and mitigation of existing and potential adverse effects.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
76
1. Business Model and Sustainability Management
Quest Group is currently active in dynamically developing sectors of the economy, with specialized companies, most of which are
among the top enterprises in their field in the Greek market and contributes to the digital transition and progress of the country, while
also participating in European development, with a vision of innovative value creation and guided by the principles of Sustainable
Development.
More specifically the Group is active in the distribution of IT products, telecommunications and air conditioning through the companies
Info Quest Technologies, Quest Οn Line (
www.you.gr), iSquare, iStorm, FOQUS , Clima Quest and G.E. Dimitriou, in the design, delivery
and support of IT projects through Uni Systems and Intelli Solutions, as well as team Candi and Epafos and in the postal and courier
business through ACS and renewable energy through Quest Energy. The Group is active in Greece, Cyprus, Belgium, Luxembourg, Italy,
Romania and Spain with local presence, while it provides its services Europe-wide.
Looking ahead in its future growth prospects, the Group is assessing new activities that could bring new opportunities through synergies
with existing activities but that will also address growing market demand in digital transformation, innovation and green growth.
The Group is governed by the Governance Law and is guided by its values and principles. In addition, internal regulations have been
integrated into its operations through manuals, codes, policies and processes that aim at transparency, responsible operations,
collective decision making in all activities that impact sustainable development. The organizational structure of the Group parent
company (Quest Holdings) at 31/12/2023 is presented below.
Sustainable Development and the continuous pursuit of "responsible business" are a strategic orientation and commitment of the
Group and are reflected in its vision, mission, and business strategy.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
77
Given the Group's business model, the main areas that affect the Group's Sustainable Development are monitored and the risks of its
activities are examined.
Through its ESG Strategy (Environment -Social-Governance)
Quest Group seeks to link sustainable development to a value creation
model and aiming to support the creation of a
sustainable future for all its stakeholders and the wider society.
The Group ESG strategy was introduced in 2021 with an implementation horizon until 2025 (and later) and is founded on four (4)
strategic pillars - Environment, Employees, Responsible Business and Sustainable Products and consists of 10 goals that will add further
value and diversification to Quest Group as well as enhance the transformation for
growth and sustainable development of the
business model of the Group companies.
The 10 medium-term and long-term goals of the ESG strategy of Quest Group 2022-2025+
The Group, based on the above ESG pillars and goals it has developed, aims to successfully implement:
•
The further transformation, organization and advancement and growth of the Group
and its companies in order to transition to a
more sustainable future. The transformation will set new foundations by positively impacting working conditions, stakeholders and
society in general as well as environmental protection.
•
The development of competitive advantages that will in turn lead to increased innovation
in terms of the services and solutions
provided, driven by the needs and requirements arising in the market.
•
The alignment with legislative requirements and regulations
relating to sustainable development and successful transition to new
competitive conditions.
•
The development of a strong intra-group culture
in line with market objectives and requirements in order to enhance its
competitiveness, attract human resources and create an environment based on coherence, diversity, inclusion and equal opportunities.
•
The strengthening of the reputation and image of the Group and its companies
in order to meet the expectations of stakeholders
and young people, who seek an open working environment that gives them the opportunities to contribute with their work to the
progress of innovation.
More information on the Group's ESG Strategy for 2023 as well as the Sustainable Development Business Model <IR> is included in the
most recent Quest Group Sustainable Development Report (
).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
78
2. Corporate Governance and Sustainable Development Management
Quest Group has recognized modern Corporate Governance as a central pillar of its development and its transformation from a family
business to a major, professionally managed business Group. Therefore, it attached and still attaches great importance to compliance
with the applicable legislation, to the adoption of Hellenic Corporate Governance Code 2021, to the composition and effective
operation of its BoD, to the participation of a large number of independent members in the BoD, to the operation of the BoD
Committees, to the existence of detailed and constantly updated internal operating regulations as well as the manual for the
organisation and operation of the Group, to the existence and adoption of contemporary policies and processes, to sustainability, to
its system of principles and values and, above all, to the creation and continuous development of an excellent working environment
and the development of the employees in the Group.
Quest Group applies principles and best international practices of Corporate Governance, aiming at the effective internal dissemination
of the Corporate Governance system, its adoption by the entire ecosystem of the Quest Holdings and its subsidiaries, its monitoring
and continuous evaluation and development based on regulatory compliance requirements and international best practices, the
responsible operation of the Group, the safeguarding of the interests of Shareholders and Stakeholders, transparency, fostering
competitiveness, the long-term viability of its companies and the creation of sustainable development for the Group.
The Board of Directors is the highest management body of the Quest Group of Companies and is responsible for the management of
the company, the management of its assets and the attainment of its objectives. Moreover, and in cooperation with the management
of the subsidiaries, it has the ultimate responsibility for the Group's strategy and for setting the Group’s priorities, general principles,
and policies.
The Board of Directors of Quest Holdings is supported in its work by a number of Committees, which manage critical corporate
governance issues. Their role is primarily that of coordination and consultation in relation to the Board’s decision making. The
Committees referred to are the following: Strategic Planning Executive Committee, Nomination and Corporate Governance Committee,
Audit Committee and Renumeration Committee,
In addition, the Group has established the Sustainability Committee, which provides support to the Board of Directors and Management
on Sustainability issues, in particular with regard to strategy planning, coordination of the companies, definition of the necessary
performance indicators and their monitoring.
The management for Sustainable Development issues as outlined in the Sustainability Policy is coordinated by the ESG Dept, which also
provides support to the Sustainability teams of the Group companies for the implementation of the ESG Strategy and for the co-
ordination, data collection and presentation of all sustainability and non-financial reporting. The ESG Manager , reports directly to the
Group's CEO and works closely with the Sustainability Committee.
2.1 Policies and Corporate Governance Systems
Quest Group's Corporate Governance System consists of a web of codes, regulations, policies and procedures, which ensures
compliance with applicable legislation and the incorporation of best and effective governance practices that add value to its operation
and growth into the Group's culture. They cover all critical areas of the companies' operation and development, in the areas of
Governance and Compliance, Risk Management, Operations, Human Resources, Protection of Personal Data, Infrastructure
Management and Physical Security.
As part of effective Corporate Governance, Quest Group implements an integrated Internal Control System, in accordance with
international standards and the applicable regulatory framework. Also, a special tool for monitoring the implementation of the
Corporate Governance System has been implemented, in order to achieve the coordination of individual actions.
Within 2023 the Sustainable Development, Environmental Management, Human Rights and Diversity, Equality and Inclusion Policies
were updated. In addition, new policies and procedures were revised and created, such as indicatively the Grievance Mechanism
(Whistleblowing) Management Policy, the Anti-Corruption Fraud & Bribery Policy and the Free Competition Protection Framework, the
Code of Ethics and Ethical Behavior and the Regulatory Compliance System, the Operating Regulation of the BoD and the Operating
Regulations of the Risk Management Committee, the Remote Work – Hybrid work Policy, the Communication Crisis Management
Process, the Group Information Security Framework, the Management Process for Corporate Transformation, the Process for
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
79
Preventing and Addressing Conflicts of Interest for Board Members, the Process for Managing Requests from Supervisory Authorities
and Athens Stock Exchange.
The Group adopts, in terms of quality management and operation of the companies, the Total Quality Management approach, with
the aim of ensuring good business results on a stable and permanent basis.
2.2 Risk Management System
All Group companies systematically manage risks by following the Risk Management System and applying Risk Assessment and
Management Procedures, in accordance with the guidelines of ISO 31000 Risk Management and the COSO ERM Integrated Framework.
The implementation of the Risk Management System is coordinated by the Risk Management Committee of Quest Holdings. The System
is supervised by the Audit Committee. It is managed through an ERM platform.
Through 2023, quarterly and annual reviews of the risks of Quest Holdings and its larger subsidiaries were carried out. In the annual
review, there was a thorough examination of the risks and their mitigation actions, with the participation of the risk owners, responsible
actions, the Management Committees, the Risk Management Committee, the executive members of the Board of Directors and the
Audit Committee. The significant risks were discussed at the Board, which approved the risk register. It also voted for a 2024 risk
appetite statement.
ESG targets where included within the corporate objectives that were examined and potential and related risks were identified. In the
year under review, the organization's attention to possible effects of climate change was intensified and the assessment of risks from
extreme weather events was upgraded.
In the context of the assessment, no critical risks related to accidents and emergencies that could have significant environmental and
external impact were identified by the Group as part of the assessment.
2.3 Stakeholder Engagement and Material Issues
The Group's Management recognises and focuses on key Sustainable Development issues, using international standards as a reference
framework such as the UN Sustainable Development Goals (SDGs), as well as national standards and initiatives such as the Greek
Sustainability Code. Within 2024 the Group is preparing its alignment with the new European Corporate Sustainability Reporting
Directive (CSRD).
Since 2022 Quest Holdings has become a member of the United Nations Global Compact (UNGC) and the UN Global Compact Network
Hellas with a commitment to the 10 Principles of the UNCG on Human Rights, Labour, Environment and Anti-Corruption.
Since 2014 the Group has published an annual Sustainability Report for all Quest Group companies and additionally separate reports
for the four largest companies of the Group (Info Quest Technologies, Uni Systems, iSquare and ACS) in accordance with the
international GRI Standards 2021.
The Report was prepared in agreement with the Global Reporting Initiative (GRI) standards, core option, the standard AA1000AP
(2018), while, it also includes selected, basic, advanced and sectoral indicators of the ESG 2022 Information Disclosure Guide issued by
the Athens Stock Exchange. In addition, there has been an external party verification of the contents, selected GRI and ATHEX indicators
of the Report by an independent external body [TÜV HELLAS (TÜV NORD)] regarding compliance with the above standards and
disclosure information. In order to verify compliance with the requirements of AA1000AP (2018), the provisions of the AA1000
Assurance Standard (AA1000AS v3) guide were followed.
Quest Holdings is included among the Greek listed companies of the ATHEX ESG INDEX of the Athens Stock Exchange, which monitors
the stock market performance of listed companies that adopt and promote their environmental, social and corporate governance (ESG)
practices. During 2023 it received the ATHEX ESG Transparency score 94%.
According to the Group's Sustainable Development Strategy, reflected in the three pillars "Technology, Innovation, Entrepreneurship",
its companies analyse opportunities and risks related to their economic, social and environmental impacts and strategically position
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
80
themselves to manage them, through specific actions for which the Group sets specific measurable targets, which it monitors on an
annual basis, in order to evaluate its risks and take corrective actions.
In this context, in consultation with the key stakeholders the main impact related to the activities of the Group companies, which affect
the stakeholders, communities, markets in which the subsidiaries operate, as well as the natural environment have been identified and
prioritized. Group stakeholders include Shareholders, Employees, Customers, Suppliers / Partners, Commercial Network / Agents,
Media, Institutional / Regulatory Bodies, Financial Bodies / Investment Community, Business Community, Social Bodies / NGOs.
The most recent stakeholder consultation (Materiality Analysis), in relation to the prioritization of the main issues of both the parent
company and the companies Info Quest Technologies, Uni Systems, iSquare and ACS, took place in 2022. The material topics were also
reviewed and confirmed for the year 2023. In 2024, a new process of double materiality will be introduced, where the new material
topics of the Group will emerge for alignment with the European Directive (CSRD) for the disclosure of non-financial information.
The issues that emerged as material in the last materiality analysis are as follows:
Corporate Governance / Market Issues:
•
Creation of economic value, company performance with corporate responsibility
•
Protection of critical information systems and ensuring business continuity
•
Protection of personal data and customer privacy
•
Ensuring business ethics and anti-corruption
•
Compliance with regulatory authorities
Social Issues / Labour Issues:
•
Ensuring the health, safety and well-being of employees
•
Employee development and training
•
Support of digital transformation and modernisation through the provision of innovative products and services
•
Digital transformation of the State
•
Development of systems, technologies and services for transformation
Environmental Issues:
•
In addition, material issues that was included due to their high importance to Management and alignment with annual
sustainability reporting requirements were climate change mitigation through reduction of energy consumption and of own
greenhouse gas emissions.
Respectively, the subsidiaries Info Quest Technologies, Uni Systems, iSquare and ACS have prioritized the material issues of sustainable
development, based on their business model, which are presented in detail in the Sustainability Report of each company.
Quest Group sets annual goals for the material issues of Sustainable Development and plans and implements specific actions
accordingly in order to achieve them, setting specific indicators for their monitoring. The Executive Management team of the Group ,
in collaboration with the Sustainability Committee of the Group, has the responsibility of monitoring and coordinating the
implementation of the objectives.
More information regarding the main issues per stakeholder group, as well as the manner to respond to and evaluate the new material
issues, will be available in the Annual Sustainability Report of the Group and of the subsidiary companies that issue independent
reports. (www.quest.gr).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
81
3. Management of supply chain issues
Quest Group companies are part of a large supply chain of products and services that connects international manufacturers and service
providers with partners and customers.
The subsidiaries of the Group, given their leading position in the market and the continuous focus on the provision of state-of-the-art
products and services, select reputable suppliers, mainly on the basis of their good fame and reputation in the respective market. By
way of indication, the largest suppliers of the Group include the companies Microsoft, Apple, Xiaomi, HP, HPE, IBM, Dell, and Cisco.
Two Group companies have received the ECOVADIS certification from the acclaimed international organization that promotes
sustainable practices in the supply chain. During 2023 Info Quest Technologies received the Gold certification (up from
Silver in 2022)
which places it in the top 2% of its sector and top 3% of all the companies assessed. At the end of 2022, ACS received the Bronze
certification and has submitted a new assessment at the start of 2024.
3.1 Supply chain due diligence and other policies
For Quest Group, the sustainability of the supply chain plays a key role in the selection and cooperation with suppliers.
Consequently, the quality, reliability and support of these products and services, as well as their social, and environmental impact, are
affected by the ability of suppliers and partners to successfully meet the standards they set, as detailed in the Group's Supplier Code
of Conduct, which is posted on all company websites. These standards relate - among others - to labour and human rights issues,
confidentiality, unfair competition, governance, etc. The selection and evaluation methodology applied by the companies has led to
excellent and long-lasting partnerships.
Moreover, the Group has a Group Procurement and Payment Policy Standard Procurement and Supplier Payment Procedures and
Supplier Code of Conduct to ensure the proper supply chain management. The Group assesses its suppliers annually in accordance with
ISO 9001:2015 and the Supplier Code of Conduct.
3.2 Results of the above policies and non - financial performance indicators
for the supply chain
In companies with many suppliers, such as Info Quest Technologies an evaluation is carried out, through a specialized application, - on
an annual basis – on 80% of suppliers, using evaluation indicators and criteria related to commercial issues, while every 3 years an
evaluation is performed on 100% of suppliers. Since 2017, the Group records - in the context of supplier evaluation - their policies on
issues related to Sustainable Development and work practices, in accordance with the Principles of the UN Global Compact and the
Supplier Code of Conduct (https://www.quest.gr/el/the-group/policies).
The objective of the Group's new ESG Strategy is to evaluate the largest suppliers of the Group's companies based on ESG criteria. To
achieve this goal, an assessment mechanism has been established and during 2023 an online ESG Questionnaire was sent to the top
10 suppliers by the largest subsidiaries of the Group. Going forward, a scoring and progress system will be developed and training will
be conducted for suppliers wherever there is a need to offer support in their sustainability efforts.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
82
4. Anti-corruption and anti-bribery
The relations of Quest Holdings S.A. and Quest Group companies with third parties, as well as the relations between the Group's
employees, are governed by a framework of solid principles and values as such is specifically set out in the Group's Code of Conduct &
Ethics.
In addition, the Anti-Corruption, Fraud & Bribery Policy seeks, above all else, to strengthen the commitment of Quest Holdings
Management to zero tolerance for fraud, bribery and corruption in general, creating a framework of obligations and guidelines, in order
to be used as a tool to prevent, deter and combat them.
Non-negotiable observance of the framework of values and compliance with the applicable legislation of Greece and the countries in
which the Group operates, is a condition and a guarantee of impeccable conduct in terms of ethical conduct.
The Group Companies follow good business practices based on transparency, integrity and reliability.
4.1 Due diligence and other anti-corruption and anti-bribery policies
Regulatory compliance creates broader positive impacts on the sustainable growth of Quest Group, particularly in terms of contributing
to a strong business environment and supporting strong institutions that promote progress and growth. Quest Holdings S.A. and its
subsidiaries aim to comply in a timely, complete and continuous manner with the, from time to time, applicable requirements of the
regulatory and legislative framework governing their operations, as well as the applicable Policies and Procedures, such as the Group
Code of Conduct & Ethics and Anti-Corruption, Fraud & Bribery Policy and the Whistleblowing Policy , based on relevant decisions of
the relevant corporate bodies.
Any deviation of its companies from the principles and ethical practices is unacceptable, as it puts at risk the good reputation, credibility
and thus the results of both the companies and the parent company. With the same philosophy and approach, the methodical
application of responsible and healthy competition and anti-corruption and anti-bribery practices based on transparency, integrity and
reliability is implemented in all activities.
The Quest Group Code of Conduct r & Ethics sets out the commitments and rules of conduct regarding the principles and rules that
should govern each area of activity of the Group's companies, as well as the relationships between each company, its employees and
all stakeholders. The Anti-Corruption, Fraud & Bribery Policy seeks, above all else, to reinforce Quest Holdings Management's
commitment to zero tolerance for fraud, bribery and corruption in general by creating a framework of obligations and guidelines to be
used as a tool to prevent, prevent and combat them This Policy was updated in 2023.
The Whistleblowing Policy defines the principles and operating framework under which Group companies receive, process and
investigate named and anonymous reports/complaints about irregularities, omissions or other criminal acts that came to the attention
of employees or other third parties (e.g. customers, suppliers).
The Group operates a Compliance Unit and implements a Compliance Management System -as part of the Internal Control System- at
the parent company Quest Holdings S.A. and its key subsidiaries under the guidance and supervision of the Group Compliance Officer.
Local Compliance Officers have been appointed in the significant subsidiaries of the Group.
The purpose of the Compliance System is, on the one hand, to establish the overall framework for the prevention, identification,
recording, assessment and response to compliance risks (e.g., fraud, corruption, bribery, unfair competition) and, on the other hand,
to clearly define the appropriate actions and tasks of the competent executives for its implementation.
As part of the implementation of the Compliance System, full documentation and management records of the above issues are kept.
At the same time, with the support and provision of appropriate tools from the Company Managements and through experiential
learning, in the context of relevant programs of the Human Resources department, the principles of ethics we have adopted, are
promoted to all employees and integrated into their daily work and culture.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
83
4.2 Results of the above policies and non-financial anti-corruption performance indicators
Indicators - Goals for 2023
Result of the year
Implementation and execution of the Regulatory Compliance
System in Quest Holdings and its major subsidiaries (be way of
indication:
conduction
of
a
regulatory
risk
assessment,
regulatory compliance plan for the year 2023).
Achieved
Update of the Group's Code of Conduct and Ethical Behaviour.
Achieved
Update the The Anti-Corruption, Fraud & Bribery Policy
Achieved
Awareness Campaign for all employees of the Group's Code of
Conduct and Ethical Behaviour.
Introduce new Whistleblowing Campaign.
Achieved
5. Respect for Human Rights
Part of the strategy and culture is to attract and retain competent people through good HR management, as well as to eliminate
potential risks that may be related to human rights at work, the health, safety and well-being, employee training and development,
and communication between employees and Management.
5.1 Due diligence and other policies on human rights, results of policies and non-financial performance indicators
Human capital has been recognized as the main asset of value creation for the Group. The Group and its companies observe Greek
legislation, which includes in its requirements, international directives concerning labour matters. At the same time, the Group has
enacted Policies and a comprehensive framework for the management of Human Resources, which promotes transparency.
The creation of a culture of inclusion, diversity and equality is a cornerstone of the Group's culture and is consistent with its principles
and values. The establishment of a corresponding objective through its ESG Strategy reinforces its commitment to continuous
improvement in order to empower its employees. The Group is committed to creating an Diversity, Equality and Inclusion Policy,
designing programs that promote inclusion, equal opportunities and equal rights and further developing its initiatives for working
parents and carers by 2025.
The way the Group manages human rights issues and the impacts resulting from such management are presented in the following sub-
sections.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
84
5.1.1 Human rights
Quest Holdings has established a Human Rights Policy that expresses Management's commitment to protect the human rights of
stakeholders (employees, customers, suppliers, partners, etc.)
As a member signatory of the UN Global Compact, Quest Holdings adopts the 10 Principles of the UN Global Compact, which include,
among others, Principles on Human Rights and Labour and specifically on issues related to: Elimination of discrimination, Freedom of
association, Elimination of forced labour, effective abolition of child labour, Work-life balance.
The Group also has an Anti-Violence and Harassment Policy with the guidelines of the new Law 4808/2021, which aims to create and
consolidate a working environment in which there is respect for the human person, to promote and safeguard human dignity and the
right of every person to a working world free of violence and harassment of any kind, as well as to raise awareness in the
parties involved
and to take measures in this direction.
5.1.2 Inclusion, Equal opportunities and non-discrimination
The Group, based on its Policies, provides equal opportunities to all employees and potential employees.
Under no circumstances is
there any discrimination in any matter, including issues of diversity, or non-equal treatment in employment and work, including age,
gender, sexual orientation, religion, etc. The principle of respect is fully supported, professional development of women is encouraged,
equal opportunities in terms of remuneration and career development are provided. In addition, full and effective participation and
equal opportunities for women to take on leadership roles at all levels of decision-making processes are ensured.
The goal of the Group's ESG strategy until 2025 is to strengthen the culture of Diversity, Equality and Inclusion (DEI). In June 2023, the
Group signed the United Nations Women's Empowerment Principles (UN WEPs/ Women's Empowerment Principles) which form a
broader framework that ensures Gender Equality in the Organization.
The objective of the Group's ESG Strategy until 2025 is to implement an equal pay study to identify unjustified pay differences between
the same job positions and to address any discrepancies in a timely manner.
In 2023, a series of actions were carried out that strengthen the DEI culture within the organization, such as the training of the
management on inclusion issues and also the study on equal pay (Pay Gap), where in collaboration with an external partner, was carried
out by Group a study to identify unjustified pay difference between own positions and items. At the same time, for the first time, a
survey was conducted exclusively for the Group's female employees, where they were given the opportunity to identify their
expectations and concerns, as well as to identify potential obstacles to their professional development. As a result of the research, a
complex program of Better Together actions was designed, which includes group mentoring, learning paths, inspiration talks & skills
development, which will take place in 2024.
5.1.3 Freedom of Association
In accordance with the Group's Principles, Values, Policies and Rules of Procedure, the freedom of association is in no way impeded.
ACS has two labour unions (Athens and Thessaloniki).
5.1.4 Forced Labour
Individual Contracts of Employment are signed with the Group companies, which exceed the minimum requirements of the collective
bargaining agreements, while ACS also has in place a Corporate Collective Labour Agreement (concerning in 2023 approximately 25%
of all Group employees, while the remaining 75% approximately is covered by an Individual Contracts of Employment). With the
exception of ACS, which applies a Corporate Collective Labour Agreement, the other companies are bound by the minimum legal wage,
while Quest Holdings and Uni Systems, are members of the Hellenic Federation of Enterprises and are bound by the National General
Collective Labour Agreement and the respective collective agreements in force.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
85
5.1.5 Child Labour
There is zero tolerance for any form of child labour in the Group, as well as in the wider environment of its partners and suppliers.
5.2 Results of the above policies and non-financial performance indicators for Human Rights
Indicators - Goals for 2023
Result of the year
Zero complaints reported in the grievance management
system related to human rights violations or to any to any issue
of forced or child labour
Achieved
6.
Labour Issues
Human capital are a key investment factor for Quest Group and an accelerator of its growth. The Group currently employs near 3,000
people and continues to create new, quality jobs every year, while part of its staff works abroad, and in many cities and islands in
Greece.
At the same time, it applies a strong corporate governance model, aiming to create a modern working environment for its employees,
which respects their personal needs, their well-being, and personal and professional life balance, while it continues to set specific goals
and commitments for inclusion & diversity and equal treatment of employees.
6.1.
Due diligence and other policies on Labour Issues
The Group and its companies comply with Greek law, which includes in its requirements international directives on labour issues.
The Group has established Policies on Labour Relations, Recruitment, Training and Development, Performance and Talent
Management, Succession, as well as a Remuneration and Benefits Policy, creating a comprehensive framework for the management of
Human Resources, which promotes transparency. The Group implements a job position evaluation system and has linked positions
with salary scales and benefits, depending on the remuneration data and practices resulting from market surveys. On an annual basis,
following the Evaluation Process which includes predefined criteria, a review of the grading/seniority of employees is carried out.
6.1.1 Composition of Human Resources
Quest Group's total employees amounted to 2,975 employees as at 31/12/2023, an increase of 14.5% % compared to 2022.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
86
Quest Group Human Resources 2010-2023
As at 31/12/2021
As at 31/12/2022
As at 31/12/2023
Men
73%
1,848
73%
1,848
2,083
70%
Women
27%
751
27%
751
892
30%
Total
100%
2,599
100%
2,599
2,975
100%
In 2023, a new company, EPAFOS, entered the Group and the Romanian company Info Quest Technologies was also created, both of
which increased the number of employees by 65 and 10 people respectively.
The composition of the Group's Management bodies is detailed in the Group's most recent Sustainable Development Report
6.1.2 Provision of timely and Competitive Remuneration / Benefits to Employees
The Group constantly evaluates market conditions and offers its employees competitive remuneration. All jobs are evaluated and
graded based on the relative importance of their evaluation factors, in order to ensure internal equality and prevent discrimination. At
the same time, they are compared to the market, so that the range of their remuneration is competitive and enables the recruitment
of capable and talented candidates.
All Group companies ensure that they are punctual in their obligations to employees and that payroll is paid on specific dates, without
delays.
In addition, a wide range of benefits is linked to each position and frames its overall remuneration package, so that companies are the
employer of choice for candidates, as well as for the employees themselves. By way of indication, fixed-term employees enjoy the
following benefits:
•
Medical Programme (staff and protected Members).
•
Group Retirement Programme (voluntary program for the level Managers and above).
•
Provision of Company Car & fuel (based on level and job position) – According to the new policy of the Group, employees are given
incentives to choose hybrid and electric cars.
•
Parking space (based on level and availability in the building) and electrical charging stations.
•
Corporate Mobile Phone Connection (depending on the job position).
•
Loans
•
Check Up Program (for the level Managers and above).
•
Wedding gift, Child birth gift and Child gift upon admission to university, polytechnic.
Employees with an employment contract of indefinite term and fixed term receive the following benefits:
•
Free beverages .
•
Discounts on Group Products and Services.
•
Psychological Counselling Programme, Gym and Fitness Programs.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
87
6.1.3. Health, safety and well-being of Employees
Promoting a healthy and safe environment that enhances well-being is a priority for all Group companies.
Health and safety issues are described in detail in the Health and Safety Policy, as well as in the Physical Security Policy. Full compliance
with Greek legislation, regular maintenance of facilities, upgrading of workplaces, organisation of regularly trained fire protection and
first aid teams in all buildings, disaster preparedness exercises (e.g., earthquake, first aid) and employee information, are key actions
implemented as a result of these Policies.
The ESG strategy includes the goal of keeping the Lost Time Injury Frequency Rate (LTIF) below 2.3 and the Total Recordable Incident
Rate (TRIR) below 1.2 for the Group's employees by 2030. As main implementation actions, this goal includes monitoring of indicators
and annual progress, as well as training in health and safety management.
From 2022 the Uni Systems company was certified with ISO 45001:2018 for its health and safety management and in 2023 the ACS company
was also certified with ISO 45001:2018 and with ISO 39001 for road safety management.
6.1.4.
Employee training and development
The Group has established a Development and Training Policy, to ensure the way in which employees develop and are trained in all its
companies. The implementation of the procedures arising out of this Policy form part of the System of Procedures and Policies of the
Group companies.
The Group has a special Training & Development Department, which in a structured and organized way, designs and implements a
broad programme for all levels of staff. Specifically, the training and development program of the Group includes:
•
Development of administrative skills.
•
Technical and Vocational training.
•
Specialized training and certification programs, based on recognized needs.
•
Specialized program for High Potential (talents) employees of the Group. The programme is a set of actions aimed at developing
and / or further strengthening leadership skills, strategic thinking and organizational culture.
The ESG Strategy's target includes and increase in employee training hours by 2025.
The individual objectives of the Training & Development Department of the Group are:
•
the development and empowerment of employees with the values, behaviours and skills required in order to successfully
respond to the strategic goals of the Group,
•
the utilization of Human Resources systems and processes for the continuous strengthening of a high-performance culture with
emphasis on meritocracy and cooperation,
•
the planning and implementation of actions that enhance the well-being and connection between the Group's employees
Detailed data for Quest Group Employee Training such as total man-hours of training, M.O. man-hours of training per employee and
total costs for employee training are detailed in the Group's most recent Sustainable Development Report (
).
In 2023, the second cycle of the "Talent Management Moving Forward" program was completed, a comprehensive program for high
potential employees that contains collaboration and mentoring platforms.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
88
At the same time, in 2023, the following were implemented:
• MindtheCode 3 School (Jave & .NET) with 40 participants
• Leadership Program (SL2) for 120 managers & supervisors
• Workshops on Violence and Harassment for 819 employees (non managerial positions)
• Inclusive Leadership Program for 309 executives in CEOS, Directors, Managers, Supervisors & HR roles
• 360 degree evaluation for all QUEST Group Directors
6.1.5. Well-being and Balance between professional and personal life
The Group systematically encourages employees to maintain a balance between their professional and personal lives and to this end
it organises and implements various activities aimed at improving the daily life and well-being of employees.
In order to actively contribute in this direction in 2023, an extensive well-being program ARMONIA was carried out, which included
multiple actions to strengthen positive psychology, stress management, the recognition of nutrition in well-being and the recognition
of giving to others, as means of happiness. For example, Pilates and Yoga classes are held in two of the Group's buildings, excursions
and seminars on a variety of topics are held, and the runners who participate in the Athens Classic Marathon are coordinated centrally.
The program had a great response from the employees, and it continues in 2024 where corresponding wellbeing actions will also be
implemented.
As a result of the employees' priorities shown by the wellbeing survey, Group companies continue, to offer the possibility of working
from home (hybrid working) on some days of the week to Group's employees whose work position enables them to do so, as well as
other possibilities that also incorporate wellbeing into the way of working, such as the implementation of flexible working hours and
the possibility of leaving earlier during the summer (from Friday 15 July to 31 August), etc.
At the same time, actions are implemented that strengthen volunteerism and cooperation, such as the charity Christmas bazaar, whose
proceeds are donated to the Mitera Foundation, the collection of goods for Foundations and fellow human beings in need, etc.
In 2023, the Group's cooperation with EAP HELLAS was renewed, which involves a psychological support programme - telephone
communication and individual sessions - for employees and their family members. This program will continue in 2024 with a new
partner.
6.1.6. Communication between employees and management
The Management of the Group seeks the regular information of the employees, as well as the timely warning in matters of important
changes, in areas such as, health, safety and well-being, organizational and business changes. The issue is managed through the
following mechanisms, practices and actions:
•
Internal communication and information network (Intranet). From 2023, a new renewed intranet platform QUESTONE was
introduced to strengthen the Group's Culture and improve internal communication and information. .
•
Microsoft Teams communication platform for ongoing interaction and communication with employees.
•
"Orion" Electronic System for Organization and Service of Human Resources.
•
"Living our Values" programme, for the experiential promotion and understanding of the principles and values of the Group
and the creation of a unified culture.
•
Regular institutionalized meetings of the Management with the employees
•
Employee Satisfaction Survey (every 2 years). The last survey was conducted in November 2023. Employee participation
reached 60%. The survey showed a very high satisfaction rate compared to 2021 in Occupational Safety (87.5% compared to
93% ) and Work Satisfaction (87.95% compared to 88%). The survey will be repeated in 2025.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
89
6.2 Results of the above policies and non-financial performance indicators on Labour issues
Indicators - Goals for 2023
Result of the year
Health and safety indicators for the Group's employees
LTIF < 2,3
ΤRIR < 1,2
Achieved
> 2.5% increase in training hours for employees by 2023
Achieved
7. Social issues
With the guidelines of the ESG strategy for the "responsible business" pillar, the Group understands and meets its obligations to its
employees, its customers and society as a whole through a set of policies and procedures that shield its operations in terms of
information and systems security, business continuity, customer protection and through its activities to promote Innovation and Digital
Transformation.
At the same time, it also assists and strengthens Society through its targeted offer and actions in areas that it can help and influence
significantly.
7.1
Due diligence and other policies on Social Issues
7.1.1 Customer service, satisfaction, health and safety
Customer service and satisfaction is one of the main components that can guarantee the long-term course and success of the Group,
being an element of differentiation, a pillar of development and a springboard for progress. The expected level of customer satisfaction
and service is achieved through:
•
The continuous investment in the provision of innovative solutions, products and services.
•
The continuous improvement of infrastructure leading to business excellence.
•
Strict quality control to meet the specifications of products and services, in terms of health and safety of customers.
•
Environmental protection measures, according to the ISO 14001 standard and pursuant to European directives and guidelines.
•
The complete and responsible information of customers, through a set of policies, principles, commitments and procedures,
according to the ISO 9001 standard and the relevant Quality Policy developed by the Group.
The companies of the Group have multiple tools for measuring customer satisfaction, such as a system for recording and managing
complaints, customer satisfaction surveys, access to surveys conducted by suppliers, etc. By way of indication the following is
mentioned:
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
90
•
Info Quest Technologies monitors indicators such as partner and consumer satisfaction, ease of access to the call centre, customer
service time at Service,
•
QuestonLine (you.gr) conducts an online customer satisfaction survey,
•
iSquare conducts an annual consumer satisfaction survey,
•
ACS monitors customer complaints and conducts an online customer satisfaction survey,
•
Uni Systems conducts an annual quality customer survey and monitors complaints.
The data are recorded, in accordance with the Procedures of the Quality Assurance System, on the basis of which an internal inspection
is carried out - on an annual basis, as well as an inspection by an external body. It is worth noting that each company, depending on its
scope, has set indicators to measure customer satisfaction, maintains an electronic track record, while there is a systematic
achievement and continuous improvement of objectives. Indicative results are available in the Annual Report of Sustainable
Development of the Group.
Companies also maintain a complaint management mechanism in accordance with ISO 9001 Quality System Procedures. Complaints
are collected from electronic forms available on the websites or by phone, are recorded by the recipient, are then communicated to
the head of the Quality department, who undertakes, together with the respective competent employees, the communication with
the customer and the written response to him.
7.1.2 Development and innovation in sustainable services and products
Being a pioneer always, Quest Group has recognised early on the importance of a commitment to innovation and what it means for
the future of business. Part of the Group's strategy and constant ambition is to promote innovation and integrate it into business
operations.
As part of the ESG Strategy, the Group is committed that more than 6% of the Group companies' revenues will come from sustainable
products and services by 2025 with a positive impact on the environment and Society.
7.1.3 Digital transformation
Digital transformation is a continuous pursuit of the Group's companies and is directly linked to their Sustainable Development.
Since 2022, the implementation of the agreed 5-year Strategic Plan (2022- 2026) has commenced, which includes an emphasis on
digital transformation, new partnership frameworks and innovative solutions and approach. The strategy focuses on growth and
development in five digital areas (cloud, managed services, data & analytics, cybersecurity and customer experience) as well as special
interest areas (Greek public sector, European Union organizations and finance/banking).
7.1.4 Information security and business continuity
A key factor and a necessary condition for the development of the Group's companies is the existence of a safe work and creation
environment.
Since the production, management, transmission and storage of any kind of information is an important value and development factor,
it needs appropriate protection and assurance. This need becomes particularly imperative in the modern, complex and interconnected
business environment of the Group's companies, where information is exposed to ever-increasing number and variety of threats and
weaknesses.
As part of the Group's continued commitment to providing the best possible experience to both its employees and its customers, it
sets high goals for a "secure" environment in the physical and digital world and to this end has developed and implements a
comprehensive Information Security Framework as well as has appointed a Group Information Security Officer to control and monitor
the Framework in question. The Information Security Framework fully complies with the relevant legislation, regulatory framework and
incorporates international best practices. It supports and ensures a modern and efficient way of managing the information Security of
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
91
the Group Companies and ensures the interests of all interested parties, taking into account the size, nature, scope and complexity of
their activities.
The Information Security Policy is the direction for the protection of the data managed by the Group's companies, providing guidance
in relation to the way information is organized and processed. Policy consists of a set of rules that determine how information resources
are managed and protected. These rules define the role, responsibilities, responsibilities and duties of each person involved. The aim
of the Security policy is to establish a framework of general obligations to ensure the confidentiality, integrity and availability of the
information produced, handled, stored and generally processed, the implementation of which ensures a high level of Security in relation
to the risk profile of Group. Due to the increasing risks in the internal and external operating environment of the Companies,
continuous, systematic and methodical risk analysis has been established.
An important factor of performance, but also of increased protection of the Group's information infrastructures is the technologically
advanced, one of the largest in Greece, privately owned Data Centre equipment of Uni Systems, which houses the basic information
infrastructures of all the Group's companies either under in the form of primary infrastructure or as disaster recovery. Among other
standards, Uni Systems is certified to ISO 22301:2019 for Business Continuity, ISO 27001:2013 & ISO 27701:2019 for Information
Security and Privacy protection respectively, Info Quest Technologies is certified within 2023 according to ISO 27001:2013 for
Information Security, while the iSquare and ACS companies also follow this.
On a broader level and in the direction of further strengthening the level of Information Security, the following actions were carried
out, among others, within 2023:
- Continuous monitoring and completion of corrective actions regarding the limitation of IT & Security risks that emerged in the context
of internal and external audits.
- Implementation of educational programs and awareness actions on Information Security issues as well as Phishing attack simulation
exercises at regular intervals.
- Conducting Penetration Tests in collaboration with external partners simulating attack scenarios from malicious users.
The planning and measures taken by the Group and its companies have paid off to a great extent, providing a high rate of system
availability and data protection. It is worth noting that during 2023:
- No company experienced unscheduled downtime with a noticeable impact on its services, during business days and hours.
- There were no incidents with a noticeable impact on the availability of services, due to an external attack (denial of service).
- There were no cyber security incidents whose consequences were of high/very high severity.
7.1.5. Protection of personal data
The Quest Group attaches particular importance to the protection of personal data. In all companies, the protection of personal data
is achieved through a network of policies and procedures related to the protection of personal data and the Information Security Policy,
which has been successfully implemented for more than 10 years. In addition, more specific policies and procedures related to the
application of rules for the secure processing of personal data are applied to the Group's companies.
The companies of the Group have appointed a Group Data Protection Officer, who guides and advises the companies regarding the
companies' obligations. Also, the Companies followed a program for their compliance with the General Regulation of the Protection of
Personal Data of the E.U. 2016/679, and the National Legislation, which is upgraded and updated every Year, depending on the needs
of each company and the changes that arise in the relevant regulatory framework. The compliance program is also applied to every
new company that is integrated into the Group.
The companies constantly review and improve the necessary measures, so that the personal data they manage are fully protected,
their processing is done only for the purpose for which they are collected and the legal conditions set by the relevant legislation are
met. At the same time, all companies are implementing employee training and awareness programs on personal data protection issues.
During 2023, no fines or other sanctions were imposed on the Group's companies for violating the specific legislation.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
92
For 2024, the Group has set as its goal the further improvement of the level of compliance, zero fines or sanctions for violation of the
specific legislation. At the same time, the goal is to train and raise awareness among employees, to further improve the level of
protection of personal data of third parties and to ensure the compliance of the new companies that join the Group.
7.2 Results of the policies and non-financial performance indicators on Data Privacy Issues
Indicators - Goals for 2023
Result of the year
Zero fines or other penalties for violating the legislation for the
protection of personal data.
Achieved
Employee training and awareness
Optimization of Policies and
Procedures
Achieved
Policy and Process Improvment
Achieved
Optimizing the level of Personal Data protection.
Achieved
Optimizing the level of Information Security
Achieved
7.
3
Contribution to Society
Quest Group's main objective is to contribute to the development of the country, while returning value to society, through initiatives
and actions related to its areas of activity and in accordance with the principles of sustainable development.
Quest Group strategically focuses on actions that enhance start-up entrepreneurship, as well as actions that improve the quality of
education and enhance digital skills. At the same time, it systematically supports vulnerable groups of our fellow human beings with
products and services, while it actively responds by contributing to the response to emergencies and disasters.
7.3.1 Fostering Innovation
The Group's contribution to the digital transition of the entire society, through the provision of digital solutions and services by its
technology subsidiaries, is particularly important, as is the strengthening of innovation through the Group's incubator IQbility and the
new iQnovus Innovation Centre.
Incubator of Youth Entrepreneurship & Angel Fund IQbility
With the aim of developing youth entrepreneurship, channelling Greek Value Added in international markets and promoting Greek
innovation, the Group has created since 2013 the incubator of new business activities, IQbility. IQbility's task is to support start-up
entrepreneurship in its first steps, providing selected business groups with resources, tools and know-how that facilitate their success
in international markets. IQbility has now developed into a corporate angel fund
which invests, based on specific criteria set from the
beginning of the programme, in collaboration with other bodies, in 1-3 start-ups per year, being the only initiative of a Greek business
Group, which regularly acquires shareholdings in start-ups.
Creation of added value through IQbility:
•
Support to the start-up community & creation of a start-up culture
•
Creation of Greek added value and contributing to brain regain
•
Investments in excess of 1 million in start-ups in its 10+ years of operation
•
Creation of more than 200 highly skilled jobs from the companies that IQbility has supported
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
93
•
Participation in 30 Innovation Programs in Greece and Europe
IQbility's focus areas: Industry 4.0, Smart Cities, IoT & Big Data, e-Health, Culture & Education, Energy & Mobility, Security,
Sustainability, Environment & Agriculture, Applied Technologies (Analytics, AI, Blockchain, 5G, IoT, AR, Edge Computing, Drones).
In 2023 IQbility is a direct shareholder in 7 startups (Novoville, Flexfin, AllCanCode, eNios, Simpler, Lastmily, Air.tv) out of 14 where it
has invested in total to date. Of the rest it has divested in large part successfully.
IQbility also participates in 2 funds: Ellikonos 2 and Apeiron Fund, which invest in SMEs and startups respectively.
iQnovus Innovation Centre
iQnovus, the Group's Innovation Centre, is intensively active in the development and promotion of technological innovation, through
synergies that bring together research centres and universities with large and medium-sized companies, as well as start-ups.
iQnovus creates and coordinates an ecosystem of companies and institutions, aiming to develop innovative technology solutions. The
innovation ecosystem consists of medium and large companies with specific know-how, start-ups, research centres and universities.
Through iQnovus, Quest Group contributes to the creation of jobs, the emergence of new talents, the retention of Greece's intellectual
capital, the enhancement of our country's competitiveness and the channelling of Greek added value to international markets. But also
internally, within the boundaries of the Group, iQnovus enables employees and executives of companies to participate in the process
of developing innovative ideas and to propose their own ideas for technological solutions and initiatives.
The goals of iQnovus are to:
•
drive and accelerate innovation and R&D within the Quest Group
•
create a culture of innovation
•
focus on specific policies and practices to drive long-term profit growth and create value
•
introduce a framework, tools, processes and metrics for managing innovation.
iQnovus actions in 2023 with a significant contribution to social impact :
- iQnovus supports Kalamata's efforts to achieve climate neutrality by 2030, with a series of actions that will enable its transformation
into a "smart" and climate neutral city. Kalamata is one of the six Greek cities participating, after evaluation, in the European Union's
"Mission 100 Climate Neutral Cities by 2030". With Kalamata at the center, as a "city to live, produce and create", iQnovus expects to
contribute to the transformation of cities into resilient, smart and sustainable. IQnovus will support the effort by strengthening the
broader innovation ecosystem. This is a collaboration that represents an important step towards the green and sustainable future
development of the city and the protection of the environment, catalyzed by specific innovation actions that will be announced soon.
- Use of UAVs Technology to send medical equipment from Kos to Pserimos: in September 2023 the Quest Group companies ACS and
Uni Systems, together with the Pleiades IoT Innovation Cluster and PROBOTEK, carried out a pilot flight to send medical equipment
from Kos to Pserimos Fishing with an unmanned aircraft (drone). The objective of the pilot project was to operate in U-space (the
European system under development for drone traffic management) and to signal long-range autonomous flights to provide services
that have a direct impact on our daily lives, such as sending medical supplies to remote areas. It is the first step for the safe and effective
integration of autonomous BVLOS flights both in the urban environment and in the countryside, it highlights the creation of new
business models and the strengthening of a sustainable economic development with social benefits, through innovation.
Use of UAVs Technology to send humanitarian aid and drone services in Karditsa: In September 2023, after the catastrophic floods in
Thessaly, and following a relevant invitation from the Region of Thessaly, and carried out drone operations in affected areas of Karditsa,
carrying out more than 12 shipments of medicines and food to the communities of Oxya, Dracotrypa, Paleochori, as well as to the
monastery of Agia Triada Karditsa. In cooperation with the engineering teams of the Municipality, the PROBOTEK mission proceeded
to map the affected areas through 22 damage recording missions in the neighboring villages and in basic infrastructures of the
Municipality of Karditsa, as there were areas that were not accessible by the engineering teams.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
94
7.3.2. Actions for Education
The Group implements a set of ongoing actions for the interconnection of Technology and Educationwhile opportunities are given to
university students for internships and access to scholarships. The Group companies regularly support the Hellenic Cyber Security Team
(young people under 25), as well as the participation of the national IT team of young men and women in pan-European events and
they regularly support the well-established "Entrepreneurship Panorama" initiative that connects the job market with the student
community. Finally, in the framework of the initiatives to connect the Universities with the business world, the Quest Group signed the
Memorandum of Cooperation with the Athens University of Economics and the University of the Aegean creating opportunities for
synergies and shared initiatives.
7.3.3 Cooperation with NGOs and Social Bodies
As an active member of our society, Quest Group, with a high sense of responsibility, implements actions to support vulnerable social
groups.
The Group and its companies collaborate with a number of NGOs and Social Bodies, actively contributing to their work. It is worth
mentioning the regular support of the organization "To Hamogelo tou Paidiou" and the organization "Make a Wish", with donation of
equipment and courier services, the Centre for Reception of the Homeless of the Municipality of Athens, with the provision of free
clothing and toys offered by employees and the Group. The Group also proceeds, whenever the circumstances so require it (e.g., in
cases of refugee crisis, disasters from extreme weather events, pandemics, etc.), to provide exceptional support for actions, according
to its capabilities and specialized know-how, in the field of technology and courier services.
Special mention should be made to the ACS Group company, which, utilizing its unique advantages, such as its extensive nationwide
network, speed, organization and reliability, and in cooperation with bodies and NGOs, regularly contributes to the implementation of
actions, and also responds consistently in cases of emergencies and humanitarian crises. Indicatively, in 2023, ACS, in collaboration
with the NGO GIVMED, carried out 2,012 shipments, containing boxes of medicine and health products, to 175 non-profit organizations-
donation points in Greece, which offer services to vulnerable groups (refugees, elderly, needy, children, mentally ill ), while more than
12,500 people belonging to vulnerable groups received the medicines they needed, with the important contribution of ACS. In
September 2023, as mentioned previously, Quest Group also responded to the humanitarian crisis that broke out with the devastating
floods in Thessaly. With the valuable assistance of the employees and the immediate response of the Management of its Companies,
the Group supported our fellow flood victims in Thessaly with essential items, but also with specialized services, contributing to the
coverage of immediate important needs.
In terms of goods, a total of 21 pallets were sent which included bottled water (12 pallets), food, clothing and basic necessities (6
pallets), 250 sleeping bags (3 pallets), as well as IT equipment to the Unified Special Vocational High School -Sofados High School.
Ι
t is noted that the costs of the operations were covered by Uni Systems.
Always responsive, Quest Group stands with our fellow human beings and the state in natural disaster emergencies and has the
resources and expertise to create a better world for all.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
95
8. Environmental Issues
8.1 Due diligence and other policies for the environment
Quest Group operates with an awareness of its environmental responsibility and systematically adapts its business practice to the
needs of environmental protection and saving natural resources. At the same time, it ensures that the business operation of its
companies causes the least possible harm to the natural environment and abides by the Greek environmental legislation. The
environmental principles adopted by the Group and its companies are aligned with the EU Green Deal and the National Climate Law.
In addition, it has established an Environmental Policy, which gives precise guidelines to companies for the above-mentioned sectors /
actions.
The goals of the ESG Strategy for the Environment relate to the integration of actions and initiatives that protect the environment and
minimize the negative impact resulting from the Group's activities. Being aware of the risks inherent in climate change, the Group has
established 2 strategic goals in the environmental pillar relating to:
•
the reduction of absolute Scope 1 and 2 emissions by 40% by 2030 with the aim of achieving climate neutrality by 2050. The
two main focus areas to achieve this goal are to replace a percentage of the Group's existing leased cars, motorcycles and
van-type vehicles with electric/hybrid vehicles and to source green electric energy from renewable green energy origin
certificates renewable
•
the promotion of the circular economy model and elimination of avoidable waste. The goal covers the areas of e-waste,
single-use plastics, paper and packaging.
8.1.1 Carbon Footprint of the Group
The Group regularly monitors and takes actions to improve its overall environmental footprint. The Group's companies, Info Quest
Technologies, Uni Systems and ACS are certified according to ISO 14001:2015 for their environmental management system and, in
addition to the Risk Management Process, they carry out a detailed study of risks and opportunities related to climate change. Through
2023, environmental risks from extreme weather events have been assessed with a low impact on the Group's activities.
In 2023, the measurement of the carbon footprint of the year 2022 was completed for all Group companies by an external certified
partner for Scope 1 and 2 emissions and for additional Scope 3 for the ACS and Uni Systems companies based on the GHC Protocol. At
the same time, Scope 1 & 2 greenhouse gas measurements received external verification based on ISO 14064. In addition, the
companies Quest Holdings and ACS that comply under the National Climate Law submitted their greenhouse gas measurements in
October 2023 as required by the Legislation.
In 2024, the corresponding exercise for measuring the 2023 carbon footprint will be completed. The results of the year will be published
in the Group's Sustainable Development Report. (https://www.quest.gr/).
It is worth mentioning that Group IT companies, with their solutions and products, help their customers to reduce their own
environmental footprint through digitization solutions, automation, Cloud distribution, electromobility etc.).
8.1.2 Energy consumption and efficiency
The Group's commitment to reduce electricity consumption extends beyond any legal obligation. Quest Group is constantly
implementing actions to upgrade and improve the building and technological infrastructure, such as the installation of a system for
measuring electricity consumption, the gradual replacement of light bulbs with new LED technology ones that are less energy
consuming and the installation of lights in public spaces that automatically operate and switch off.
The Group has also installed photovoltaic systems with a capacity in some of its buildings and the new operations of the distribution
center of ACS and the logistics center of Info Quest Technologies have included green energy installations through solar panels on their
roofs, modern systems with automations that will reduce energy consumption. Within 2023 ACS has commenced operation on the roof
of its new sorting venter of its solar panel with 1MW capacity and solar pipers (with natural light) in all its offices.
At the same time, the Group's buildings provide electric charging points for the growing corporate fleet of which at the end of 2023
>40% are electric and hybrid models.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
96
8.1.3 Pollutants from Courier and Postal Activities
ACS, due to its object, pays special attention to the reduction of air pollutants released during transport. It is certified since 2014
according to ISO 14001: 2015 by the recognized body ABS Quality Evaluations Inc. for the Environmental Management System that it
implements and makes, from 2017, a more accurate assessment of its environmental footprint according to the directions of the
Greenhouse Gas Protocol (Scope 1, 2 and 3).
ACS implements ongoing vehicle renewal programs, both for the company and its network, with the aim of reducing its footprint. At
the same time, it constantly examines and processes new systems and tools for the more accurate measurement of the environmental
footprint and the improvement of its operation.
Information regarding the measurements and assumptions made are presented in the Group and the company annual Sustainability
Report. (https://www.quest.gr/).
8.1.4 Circular Economy and Recycling
For a number of years, Quest Group has entered into agreements -according to the relevant legislation- with the licensed systems for
the recycling of devices and packaging, which operate in Greece. In its internal operation, it implements programmes for the collection
and recycling of paper, batteries and lamps, taking care to inform and encourage its human resources to actively participate. The
Procedure includes the disposal of the devices to certified recycling companies, for their reintegration into production. Product
packaging is also collected and recycled, significantly reducing environmental pollution. In the framework of the Environmental Policy,
the Standard Recycling Procedure has been developed, according to which, the materials to be recycled are collected per company and
transported to central collection points, from where they are pick-up by certified recycling companies.
From 2021, the Group's retail companies, contributing to the adoption of a circular economy model, participate in initiatives to collect
older equipment from consumers aiming at its responsible sorting and reuse, especially in e-waste, while 2023 was especially important
for the contribution
of the wholesale companies (air conditioning distribution) as well as retail (you.gr) in the support of the Program
“Recycling and Change Device” announced by the Ministry of the Environment targeting the retirement of older energy intensive units.
In parallel the technology companies of the Group are assessing new products and services which promote circular economy and are
developing solutions that will contribute to the reduction of environmental footprint.
8.1.5
Other actions for the environment
In addition to the above, various initiatives are being implemented, such as informing the human resources to reduce the waste of
natural resources and initiatives have been introduced for food waste reduction in company events resulting in distribution to people
in need. It is noted that no Group company intensively uses water resources for its operation. At the same time, in Group buildings
with a large number of employees, managed print services programmes have been implemented resulting in significant reduction in
paper consumption, while consumables (disposable cups, straws, waste bags) have been replaced by the Group companies with more
environmentally friendly materials and actions were implemented to raise awareness employee among.
8.2 Results of the aforementioned policies and non-financial performance indicators for the environment
Energy consumption & efficiency
Group Turnover (€ million)
2021
2022
2023
947,8
1.031,9
1.196,6
Annual energy intensity in Quest Group (kWh/m2)
2021
2022
2023
141
126
131
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
97
The
2021-2023 refers only to Quest owned or leased buildings, it does not include usage data from the iStorm and Mi Store retail stores, the companies
GEDimitriou, and Epafos,
and international activities . These will be included in the Group Energy and Carbon Footprint included in the annual
Sustainability Report.
Annual energy intensity in Quest Group (kWh/m2)/ Group Turnover (€million)
2021
2022
2023
0,15
0,12
0,11
The indicators for the environment published by the Group and its companies include the following metrics:
• its carbon footprint,
• its energy footprint,
• the consumption of electricity and renewable energy,
• recycling and the circular economy
Progress on the environmental indicators can be found in the Sustainable Development Report of the Group and the companies
(
).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
98
Consolidated disclosures pursuant to Article 8 - Taxonomy Regulation
As part of the European Action Plan on Sustainable Finance, which aims to direct capital flows towards sustainable investments in order
to achieve sustainable and inclusive growth aligned with the objectives of the European Green Deal, the European Commission defined
a classification system of sustainable activities according to the EU Taxonomy Regulation
1
. This Regulation, which entered into force in
January 2022, provides the basis for the creation of a common definition of environmentally sustainable economic activities to be used
by investors, companies, policymakers, and other stakeholders. Clear guidance on the activities considered to contribute to the
achievement of environmental objectives will, in the first instance, contribute to informing investors about investments that finance
environmentally sustainable economic activities. Further guidance may be developed at a later stage for activities that contribute to
the achievement of other sustainability objectives, such as social objectives.
To determine the environmental sustainability of a particular economic activity, the following six environmental objectives should be
assessed:
•
Climate change mitigation
•
Climate change adaptation
•
Sustainable use and protection of water and marine resources
•
Transition to a circular economy
•
Pollution prevention and control
•
Protection and restoration of biodiversity and ecosystems.
The climate change mitigation and adaptation targets were set out in the Climate Delegated Act
2
, and are effective from fiscal year
2021, with the remaining four targets coming into force in June 2023 under the Environmental Delegated Act
3
, and apply from the
current reporting financial year onwards.
For each of these objectives, the delegated acts define which activities are eligible and/or aligned. For an economic activity to be
considered eligible for the Taxonomy, it is sufficient to be described in the delegated act of the environmental objective to which it
substantially contributes. On the other hand, for an economic activity to be considered aligned with the Taxonomy, it must, in addition
to significantly contributing to the achievement of an environmental objective, meet the technical screening criteria defined for each
activity, do no significant harm to any of the other environmental objectives and comply with the minimum social safeguards
requirements.
According to the Regulation, companies are required to disclose the scope of their eligible economic activities and the extent to which
these are aligned with the technical screening criteria through the key performance indicators defined by the EU Taxonomy (turnover,
capital expenditures, operating expenditures).
It is important to note that non-eligible economic activity for the Taxonomy is any economic activity not described in the delegated
acts. In no case should this be interpreted as an indication of low sustainability performance.
Application of EU Taxonomy by Quest Holdings
During the current financial year, Quest Holdings assessed the eligibility and alignment of its economic activities according to the
European Taxonomy Regulation, to establish a list of environmentally sustainable activities. These activities were identified through a
thorough assessment of those economic activities described in the six environmental objectives, as defined in the aforementioned
delegated acts. According to these assessments, Quest Holdings proceeded to calculate the turnover, capital expenditures, and
operating expenditures corresponding to each of the identified eligible and aligned economic activities.
1
Regulation (
Ε
U) 2020/852
2
Delegated Act (
Ε
U) 2021/2139
3
Delegated Act (
Ε
U) 2023/2486
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
99
It is important to note, however, that given the ongoing evolvement of the guidelines and the interpretation related to the EU
Taxonomy, the definitions used for eligibility and alignment assessments may be subject to revision as a deeper understanding emerges
over time.
EU Taxonomy eligible and aligned economic activities
For Quest Holdings, an economic activity is deemed to be taxonomy-eligible if it:
Generates revenue to the Group or concerns the acquisition of a product or service derived from activities eligible for the
Taxonomy, which do not constitute the main economic activity of the Group.
Meets the description of an activity included in one of the annexes to the Climate or Environmental Delegated Act.
Has practically applicable technical screening criteria associated with it.
For each of the taxonomy-eligible activities identified, Quest Holdings assessed the technical screening criteria and the Do No Significant
Harm (DNSH) criteria to determine whether the specific activity can ultimately be considered taxonomy-aligned.
Under this interpretation, turnover, capital expenditures, and operating expenditures derived from activities that meet the above
criteria have been included in the eligible and aligned KPIs presented in the tables below.
It is noted that the financial figures mentioned concern the consolidated company results included in the financial statements of Quest
Holdings.
Climate Delegated Act
The eligible and aligned economic activities of Quest Holdings, significantly contributing to climate change mitigation, are described
below.
Electricity generation using solar photovoltaic technology
(Climate change mitigation 4.1)
This activity aims to substantially reduce greenhouse gas emissions through the production, transmission, storage, and distribution of
energy from photovoltaic solar technology. The revenues falling under this taxonomy-eligible activity are generated from the company
Quest Energy, which is active in the field of Renewable Energy Sources (RES) and in particular in the development, construction, and
operation of renewable energy power plants. This activity also includes a significant percentage of the Company's capital and operating
expenditures, which corresponds to new investments and maintenance costs of the photovoltaic parks. After recent significant new
investments, the Company now has in its portfolio thirty photovoltaic power plants with a total capacity of 39.3MW and is in a new
phase of development and investment.
For this specific activity, Quest Energy meets the necessary substantial contribution criteria and the Do No Significant Harm (DNSH)
requirements to be considered aligned with the Taxonomy.
Specifically, Quest Energy has conducted a scenario analysis to clarify how climate impacts could affect the resilience of its business
model and strategy. For the specific activity, a preliminary screening of the physical and transition risks is carried out through scenario
analysis, while the risks deemed relevant to the activity are further analyzed to assess their materiality. The scenarios assessed help
the Company make informed decisions by considering multiple different future climate impacts and allowing the Company to create
better mitigation and adaptation solutions and strategies for extreme climate conditions. Adaptive capacity is based, among other
things, on already existing adaptation plans and internal controls to mitigate the effects of risks. Specifically, the dispersion of Quest
Energy's projects throughout the Greek territory significantly reduces the risk of a natural disaster occurring simultaneously to all of its
projects, while at the same time, all projects are insured against natural disasters both in terms of their equipment and in terms of loss
of revenue.
In addition, the solar photovoltaic panels used, as well as the related mechanical equipment, are purchased from established
manufacturers who focus on the high durability and recyclability of the materials. It is noted that the selection of the technologies and
products used was made after examining the durability and recyclability, as well as the disassembly and recycling options of the
components. At the same time, Quest Energy's policy in relation to waste management and recycling has been certified with ISO 14001.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
100
Finally, all Quest Energy's production facilities have been subjected to an environmental impact assessment following the directives of
the national legislation, which also includes the European Directive 2011/92/EU. The relevant assessment has been successfully
evaluated. It is also noted that the facilities in question are not located in or near biodiversity-sensitive areas.
Freight transport services by road
(Climate change mitigation 6.6)
This activity refers to the purchase, leasing, rental, and operation of vehicles for postal and courier services. Included in this activity are
the revenues and capital expenditures from the postal and courier activities and trucks of ACS, which have been considered eligible. It
is noted that in 2022 Quest Holding, mainly through ACS, owned 118 freight transport vehicles, one of which was electric. During 2023,
there was an increase in the Group's privately owned trucks by 1.66%, which corresponds purely to electric vehicles.
Since the assessment of the alignment of this activity requires detailed information on alignment with the vehicle suppliers' own
Taxonomy, ACS is currently unable to assess the extent to which eligible revenue can be considered also aligned with the Taxonomy.
Data processing, hosting and related activities
(Climate change mitigation 8.1)
This activity refers to the storage, manipulation, management, movement, control, display, switching, interchange, transmission or
processing of data through data centers, including edge computing. Included in this activity are the revenues of Uni Systems Data
Centre (DC) which is a tier 3 DC, guaranteeing 99.95% availability. It offers dynamic operation of multiple applications and different
client systems. In parallel, it offers cloud (IaaS, SaaS, and DRaaS hosting services) solutions, collocation, hosting, and rack space among
other services and uninterrupted access to applications and infrastructures for over 40 domestic and international clients. It provides
an IT Operations Center that includes 24x7x365 remote monitoring, and 24x7x365 remote first and second-level support in an ideal
environment of temperature and humidity, with continuous power supply, high-profile fire protection, and fire detection, and physical
access control systems. All services are certified according to ISO 27001, ISO 22301, and ISO 20000 certifications.
As the assessment of the alignment of this activity requires a climate risk and sensitivity assessment to be carried out on all Group
facilities where these services are offered, following specific European Union guidelines, Quest Holdings is currently unable to assess
to what extent the eligible turnover from this activity can be considered also taxonomy-aligned.
Computer programming, consultancy and related activities
(Climate change mitigation 8.2)
This activity includes both the development and use of Information and Communication Technology (ICT) solutions aimed at the
collection, transmission, and storage of data and analytics, which enable the reduction of greenhouse gas emissions. Such solutions
include computer consulting activities, computer systems programming activities, other information technology activities, and wireless
telecommunications. Quest Holdings offers such solutions through the company Uni Systems, aiming to enable a substantial reduction
of greenhouse gas emissions. The categories of sustainable solutions and services that have been included in the Uni Systems
sustainable development strategic plan offer support in mitigating the impacts of climate change and concern the following solutions:
•
Cloud solutions
•
Emissions trading systems to control and monitor carbon dioxide emissions by sector and country.
As the assessment of the alignment of this activity requires a climate risk and sensitivity assessment to be carried out on all Group
facilities where these services are offered, following specific European Union guidelines, Quest Holdings is currently unable to assess
to what extent the eligible turnover from this activity can be considered also taxonomy-aligned.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
101
Transport by motorbikes, passenger cars and light commercial vehicles
(Climate change mitigation 6.5)
This activity refers to the purchase, leasing, rental, and operation of vehicles and includes as eligible capital expenditures those
corresponding to the Group's cars used by its executives. In 2022, Quest Holdings had a total of 226 cars in its corporate fleet through
financial leasing. Of these, 76 belonged to mild hybrid, plug-in hybrid, and electric vehicle categories. In 2023, the Group's vehicles
increased by 38.50%, of which 29.65% correspond to plug-in hybrids.
Since the assessment of the alignment of this activity requires detailed information on alignment with the vehicle suppliers' own
Taxonomy, Quest Holdings is currently unable to assess the extent to which eligible revenue can be considered also taxonomy-aligned.
Acquisition and ownership of buildings
(Climate change mitigation 7.7)
This activity concerns the acquisition and ownership of buildings and recognizes as eligible capital and operating expenses the
corresponding investments and expenses related to all the buildings of the Group.
The Group’s buildings do not meet the technical screening criteria indicated for the specific activity, as most of them are old buildings
with a low energy class. Accordingly, the corresponding capital and operating expenditures cannot be considered taxonomy-aligned.
However, two of the Group's buildings meet some of the technical screening criteria, as they have a class A Energy Performance
Certificate. However, as all the other requirements are not met, the buildings of Quest Holdings cannot be considered aligned.
In particular, from 2022, the ACS company has moved to new facilities with state-of-the-art parcel sorting centers. The new building,
with an area of 36,000 square meters, has the most modern sorting systems in Greece, with a capacity of over 50,000 shipments per
hour. Its architecture is based on bioclimatic architecture to ensure thermal comfort. Environmental resources are used, such as the
1MW solar panels (photovoltaics) on the roof and phototubes (with natural sunlight) in all offices. In addition, low energy consumption
LED lights are used, while at the same time, the building has received a Class A Energy Performance Certificate for the office spaces.
Finally, a parking space for 100 electric vehicles has been planned to promote the use of vehicles with zero gas emissions.
In addition, in 2022, the new state-of-the-art, automated Logistic Center of Info-Quest Technologies in Aspropyrgos, Attica, was put
into operation. This new center features large storage areas and state-of-the-art automation. This investment contributes to the
achievement of high sustainable development goals and the reduction of the environmental footprint. This is achieved through the
optimization of material storage, distribution, and recycling processes, the use of renewable energy sources, and the utilization of
automation technologies. At the same time, the new Logistic Center has received a class A Energy Performance Certificate, operates in
all areas with either natural light or LED lamps, uses electric forklifts to reduce gas emissions, has an enhanced fire safety system,
automation and innovative technologies to increase productivity, while the use of photovoltaics on the roof is also planned.
Environmental Delegated Act
As the activities of this delegated act are first enacted, and according to the relevant reference in the corresponding delegated act
4
,
Quest Holdings reports eligibility, but not alignment of related turnover, capital expenditures, and operating expenses for fiscal year
2023.
4
Delegated Act (EU) 2021/2178
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
102
Repair, refurbishment and remanufacturing
(Transition to a circular economy 5.1)
The specific activity concerns the repair, renovation, and reconstruction of goods that have been previously used by a customer for
their intended use. Quest Holdings offers computer and peripheral repair services through Info-Quest Technologies and Uni Systems,
which have been deemed eligible for Taxonomy.
Minimum social safeguards
For an economic activity to be considered aligned with the Taxonomy, it should be ensured that the Group complies with the minimum
social safeguards, as defined in Article 18 of the Regulation
5
. Minimum safeguards are procedures that a company puts in place to
ensure alignment with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and
Human Rights, including the principles and rights set out in the eight fundamental conventions identified in the International Labor
Organization declaration on fundamental principles and rights at work and the International Charter of Human Rights. Unlike the first
two criteria for alignment with the Taxonomy, compliance with the minimum safeguards is assessed at the group level and not at the
activity level.
The European Taxonomy recognizes four main pillars for which compliance with minimum social safeguards should be met. These
pillars are:
•
Human and labor rights
•
Anti-corruption and bribery
•
Fair competition
•
Taxation
It is noted that Quest Holdings has examined all four above pillars for which it properly applies all relevant procedures and policies.
Human and labor rights
Quest Holdings is committed to complying with internationally recognized human rights and labor rights legislation, including the
principles of the United Nations Universal Compact. The Group has developed a policy to ensure equality, diversity, and inclusion, to
ensure an inclusive and non-discriminatory working environment. In addition, the Group has policies in place to deal with violence and
harassment in the workplace, while there is also a policy that sets out the basic principles governing labor relations within the Group,
with an emphasis on respect and equality. The supplier code of conduct explains what the Group expects from its suppliers in terms of
corporate responsibility in the areas of labor, health and safety, the environment, and ethics.
It is noted that during 2023 no incidents of violation of human or labor rights were recorded. At the same time, no complaints related
to human rights violations and forced or child labor were registered.
Quest Holdings is committed to protecting whistleblowers, investigating incidents, and resolving complaints by taking appropriate
action.
Anti-corruption and bribery
Quest Holdings pursues transparency, integrity, and reliability in every area sector in which it operates. The Group's code of conduct
and ethics contains the principles and values that govern daily activities and business relationships and is a fundamental tool for serving
and supporting the relationships of all stakeholders.
In addition, the Group implements a regulatory compliance system - as part of the internal control system - which, together with the
code of conduct and ethics, and internal policies and procedures, actively contributes to the prevention, detection, response, and
5
Regulation EU (
ΕΕ
) 2020/852
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
103
monitoring of ethical and regulatory issues compliance. In addition, the companies that cooperate with the Group, as well as all
stakeholders, in general, are required to observe and apply similar standards and rules of conduct and ethics.
It is noted that to date there are no public legal cases related to corruption committed against the organization or its employees.
Fair competition
Quest Holdings uses fair competition as a pillar of its operation. Its compliance with applicable legislation, combined with the policies
and procedures it has established, are the foundations of its business success. The Group is committed to remaining faithful to the legal
framework set by the Greek state and to following ethical business practices, ensuring that all its activities fully comply with the relevant
internal policies.
Quest Holdings' competitive position is based on innovation, reliability, and the provision of high-quality services. It does not seek to
gain an advantage through unfair practices, illegal actions, price agreements, sharing of confidential information, and market share
agreements. At the same time, the Group invests in the training and strengthening of its employees. The specialized program for high
potential is a synthesis of actions aimed at developing leadership skills, strategic thinking, and organizational sensitivity. At the same
time, all employees have received training on the Group's new code of conduct, which also includes clauses on fair competition.
Taxation
In accordance with Quest Holdings’ ethical business values, tax governance and tax compliance are important elements of its oversight
and is committed to complying with all relevant tax laws and regulations. The Group develops, where appropriate and after a risk
assessment, special control measures in all its activities to prevent and avoid tax violations and illegal activities. Therefore, the Group's
approach to tax compliance is based on transparency, and long-term sustainability and is in line with the code of conduct. Quest
Holdings keeps detailed and accurate records of all its financial transactions (receipts, payments, donations, sponsorships, etc.), with
full and relevant justification and documentation, with the main purpose of enhancing transparency in transactions carried out by and
to each company.
In addition, it adopts and implements an adequate and effective internal control system so that the Group's transactions and assets
are properly and fully accounted for and recorded based on applicable accounting principles and applicable legislation. Every report or
file created and used internally for decision-making or published to inform shareholders and investors, as well as the competent
authorities, reflects the true financial situation of the Group.
During 2023, the Group has not been convicted of any significant violation of tax legislation.
Accounting policy
Turnover
Total turnover corresponds to net sales as shown in the consolidated financial statements.
Capital expenditures (Capex)
Total capital expenditure corresponds to additions/investments made during the financial year, as shown in the consolidated financial
statements. It includes research and development capital expenditures, tangible assets on the balance sheet, intangible assets, before
any revaluation, amortization, or impairment of their value or any change in their fair value, changes due to business combinations, as
well as additions/ changes in assets classified as rights-of-use in accordance with International Financial Reporting Standard 16 (IFRS16).
Operational expenditures (Opex)
Total operating expenses correspond to non-capital research and development expenses, building renovation expenses, short-term
leases, maintenance and repair expenses, and other indirect expenses for the day-to-day operation of tangible assets.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
104
Double counting
The above definitions of turnover, capital expenditure, and operating expenditure form the basis for the calculation of eligible and
aligned KPIs. Thanks to the detailed financial statements of the Group and the detailed breakdown of capital and operating expenses,
Quest Holdings can confirm that double counting was avoided during the compliance exercise with the EU Taxonomy Regulation.
Changes in accounting policies or disclosures compared to the previous reporting period
The Environment Delegated Act introduced new economic activities into the European Taxonomy Regulation. In evaluating these new
activities, Quest Holdings has considered one of them to be relevant to its business for inclusion in the disclosures of the current
financial year. In addition, as the Group has gained a deeper understanding of the European Taxonomy, this year it has identified
additional eligible economic activities, as it has deemed that they meet the descriptions of its economic activities. Comparative figures
for 2022 relating to these activities have not been included.
EU Taxonomy tables
Turnover
Proportion of turnover from products or services associated with Taxonomy-eligible and aligned economic activities – Disclosure
covering the financial year 2023
Capex
Proportion of capex from products, services or investments associated with Taxonomy-eligible and aligned economic activities –
Disclosure covering the financial year 2023
Financial year 2023
Economic activities of Quest HOLDINGS
Code
Turnover
Proportion of
turnover,
2023
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum social safeguards
Proportion of
taxonomy-
aligned (A.1)
or -eligible
(A.2)
turnover,
2022
Category
enabling
activity
Category
transitional
activity
€
%
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N
Y, N
Y, N
Y, N
Y, N
Y, N
Y, N
%
Ε
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Electricity generation using solar photovoltaic technology
4.1
9.843.809
0,82%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
1,00%
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
9.843.809
0,82%
0,82%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
1,00%
Of which enabling
0
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
0,00%
E
Of which transitional
0
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
0,00%
T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Repair, refurbishment and remanufacturing
5.1
9.214.893
0,77%
N/EL
N/EL
N/EL
Y
N/EL
N/EL
Freight transport services by road
6.6
148.335.876
12,40%
Y
N
N/EL
N/EL
N/EL
N/EL
Data processing, hosting and related activies
8.1
13.479.032
1,13%
Y
N
N/EL
N/EL
N/EL
N/EL
Data-driven solutions for GHG emissions reductions
8.2
3.330.765
0,28%
Y
N
N/EL
N/EL
N/EL
N/EL
174.360.565
14,57%
13,80%
0,00%
0,00%
0,77%
0,00%
0,00%
28,80%
A. Turnover of Taxonomy eligible activities (A.1+A.2)
184.204.375
15,39%
14,62%
0,00%
0,00%
0,77%
0,00%
0,00%
29,80%
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy non-eligible activities (B)
1.012.399.802
84,61%
TOTAL (A+B)
1.196.604.177
100,00%
2023
Substantial contribution criteria
DNSH criteria (Does Not Significantly Harm)
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-
aligned activities) (A.2)
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
105
Opex
Proportion of opex from products, services or investments associated with Taxonomy-eligible and aligned economic activities –
Disclosure covering the financial year 2023
Financial year 2023
Economic activities of Quest HOLDINGS
Code
Capex
Proportion of
capex, 2023
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum social safeguards
Proportion of
taxonomy-
aligned (A.1)
or -eligible
(A.2) capex,
2022
Category
enabling
activity
Category
transitional
activity
€
%
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N
Y, N
Y, N
Y, N
Y, N
Y, N
Y, N
%
Ε
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Electricity generation using solar photovoltaic technology
4.1
7.594.000
21,90%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
18,10%
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
7.594.000
21,90%
21,90%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
18,10%
Of which enabling
0
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
0,00%
E
Of which transitional
0
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
0,00%
T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Transport by motorbikes, passenger cars and light commercial vehicles
6.5
2.546.560
7,34%
Y
N
N/EL
N/EL
N/EL
N/EL
Freight transport services by road
6.6
126.980
0,37%
Y
N
N/EL
N/EL
N/EL
N/EL
Acquisition and ownership of buildings
7.7
7.969.537
22,98%
Y
N
N/EL
N/EL
N/EL
N/EL
10.643.077
30,69%
30,69%
0,00%
0,00%
0,00%
0,00%
0,00%
32,70%
A. Turnover of Taxonomy eligible activities (A.1+A.2)
18.237.077
52,58%
52,58%
0,00%
0,00%
0,00%
0,00%
0,00%
50,80%
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy non-eligible activities (B)
16.444.923
47,42%
TOTAL (A+B)
34.682.000
100,00%
2023
Substantial contribution criteria
DNSH criteria (Does Not Significantly Harm)
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-
aligned activities) (A.2)
Financial year 2023
Economic activities of Quest HOLDINGS
Code
Opex
Proportion of
opex, 2023
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum social safeguards
Proportion of
taxonomy-
aligned (A.1)
or -eligible
(A.2) opex,
2022
Category
enabling
activity
Category
transitional
activity
€
%
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N, N/EL
Y, N
Y, N
Y, N
Y, N
Y, N
Y, N
Y, N
%
Ε
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Electricity generation using solar photovoltaic technology
4.1
302.337
17,15%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
18,40%
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
302.337
17,15%
17,15%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
18,40%
Of which enabling
0
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
0,00%
E
Of which transitional
0
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
0,00%
Y
Y
Y
Y
Y
Y
Y
0,00%
T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Acquisition and ownership of buildings
7.7
703.095
39,89%
Y
N
N/EL
N/EL
N/EL
N/EL
703.095
39,89%
39,89%
0,00%
0,00%
0,00%
0,00%
0,00%
32,70%
A. Turnover of Taxonomy eligible activities (A.1+A.2)
1.005.432
57,04%
57,04%
0,00%
0,00%
0,00%
0,00%
0,00%
51,10%
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy non-eligible activities (B)
757.338
42,96%
TOTAL (A+B)
1.762.770
100,00%
2023
Substantial contribution criteria
DNSH criteria (Does Not Significantly Harm)
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-
aligned activities) (A.2)
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
106
10.
Information of art.50 par.2 of Law 4548/2018
The Regular General Meetings of the Company's shareholders on June 15, 2018, June 26, 2020 and June 15, 2022 approved programs for the
acquisition of Own Shares, with the aim of canceling or disposing of them, for two years each.
Based on the above programs, the Company acquired:
• In the year 2020, 66.246 treasury shares with a nominal value of Euro 0,44 each and with an average purchase price of Euro 2,2130 per
share and a total cost of Euro 146.600.
• In the year 2021 179.358 treasury shares with a nominal value of Euro 0,44 each and with an average purchase price of Euro 4,5077 per
share and a total cost of Euro 808.497.
• In the year 2022 436.661 own shares with a nominal value of Euro 0,44 each and with an average purchase price of Euro 4,3987 per share
and a total cost of Euro 1.920.728.
• In the year 2023, 401.486 treasury shares with a nominal value of Euro 0,44 each and with an average purchase price of Euro 5,4329 per
share and a total cost of Euro 2.181.250.
On April 3, 2024, the Company owns 1.170.751 treasury shares, with a nominal value of Euro 0,44 each, representing 1,0863% of the
Company's share capital.
The number of the above shares and their nominal value has been adjusted based on the Extraordinary Meeting of the shareholders of the
Company held on 28 February 2022 that decided the decrease in the nominal share value from euro 1,33 to euro 0,44 with a simultaneous
increase in the number of shares from 35.740.896 to 107.222.688 common shares with voting rights (split).
11.
Required information under paragraphs 7 and 8 of Article 4 of Law 3556/2007
In accordance with the provisions under paragraphs 7 and 8, Article 4 of Law 3556/2007, we provide you with the following information:
(a) Structure of the Company's share capital
The Company's share capital amounts to €47.177.982,72 divided into 107.222.688 common nominal shares of par value of €0,44 each, and
is fully paid in. All company shares are common, nominal, with voting rights, listed on the Athens Exchange and enjoy all the rights and
obligations deriving from the Company's Articles of Association and specified by the Law.
(b) Restrictions on the transfer of Company shares
The Company's shares are transferred in accordance with the Law and there are no restrictions imposed on their transfer by the Company's
Articles of Association.
(c) Significant direct or indirect holdings as set out by the provisions of Articles 9 to 11 of Law 3556/2007
On 31.12.2023, the persons who have a significant direct or indirect participation according to Articles 9 to 11 of Law 3556/2007 are:
Surname
Name
Father's name
Number of
Shares
Percentage %
FESSAS*
THEODORE
DIMITRIOS
53.634.195
50,02
KOUTSOURELI
EFTYCHIA
SOFOKLIS
27.074.187
25,25
*
Participation is through the 100% controlled company named «Tedinvest limited»
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
107
(d) Shares conferring special rights
There are no Company shares that confer special control rights to their holders.
(e) Restrictions on voting rights
The Company's Articles of Association do not provide for any restrictions on voting rights.
(f) Agreements between Company shareholders
The Company is not aware of the existence of any agreements among shareholders which impose restrictions on the transfer of its shares or
on the exercise of voting rights arising from its shares.
(g) Rules for the appointment and replacement of members of the Board of Directors, as well as for the amendment of the Articles of
Association, which differ from the provisions of Law 4548/2018
The rules laid down in the Company's Articles of Association for the appointment and replacement of the members of the Board of Directors
and the amendment of its provisions do not differ from the provisions of Law 4548/2018.
(h) Power of the Board of Directors or certain Board members to issue new shares or to purchase own shares according to Law 4548/2018
According to the General Meeting's decision of 15.06.2022, the Company may purchase own shares, pursuant to the provisions of L
4548/2018, as applicable, up to 10% of the paid-up Share Capital, within the 24-month statutory time limit, with the minimum purchase price
set at 1 Euro per share and a maximum purchase price of 20 Euros per share, in order to reduce capital, distribute capital to personnel or
implement any other decision provided by law, which the Board of Directors is authorized to carry out.
The Company at the end of the closing year held 1.083.751 treasury shares that represent 1,0107% of the share capital of the Company.
(i) Significant agreements signed by the Company which enter into force, are amended or terminated in the event of a change in the
Company's ownership following a public offer.
There are no agreements that enter into force, amended or terminated in the event of a change in the Company's ownership following a
public offer.
(j) Significant agreements signed by the Company and members of the Board of Directors or its personnel.
There are no agreements between the Company and its Board members or personnel, which provide for compensation in case of their
resignation or dismissal without substantial cause or termination of office or employment due to a public offer.
Dear Shareholders, the above information, the audit report of the Independent Chartered Auditor, as well as the financial statements of
December 31st, 2023 provide all the necessary information which is at your disposal, in order for you to proceed with the approval of the
financial statements for the year ended December 31st, 2023 and the release of the Board of Directors and auditors from any liabilities.
Sincerely,
THE BOARD OF DIRECTORS
Theodoros Fessas
Chairman
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
108
III.
Financial Statements
Contents
Page
Statement of financial position
111
Consolidated Statement of profit or loss and other comprehensive income
112
Separate Statement of profit or loss and other comprehensive income
113
Statement of changes in equity
114
Statement of cash flows
115
Notes upon financial information
116
1.
General information
116
2.
Structure of the Group and operations
117
3.
Summary of significant accounting policies
118
4.
Financial risk management
136
5.
Critical accounting estimates and judgments of management
142
6.
Segment information
144
7.
Property, plant and equipment
147
8.
Goodwill
148
9.
Other intangible assets
151
10.
Investment property
152
11.
Investments in subsidiaries
154
12.
Investments in associates
156
13.
Receivables from finance leases
156
14.
Contract liabilities
157
15.
Derivative financial instruments
157
16.
Financial assets at fair value through profit or loss
158
17.
Deferred tax assets / liabilities
159
18.
Inventories
161
19.
Trade and other receivables
162
19a. Contract assets
163
20.
Cash and cash equivalents
164
21.
Share capital
165
22.
Reserves
165
23.
Loans and borrowings
166
24.
Employee benefits
169
25.
Government Grants
171
26.
Trade and other payables
171
27.
Expenses by nature
172
28.
Employee benefit expenses
172
29.
Finance income / costs
173
30.
Income tax expense
173
31.
Other operating income
175
32.
Other gains / (losses) net
175
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
109
33.
Commitments
176
34.
Contingent assets and liabilities
176
35.
Encumbrances
176
36.
Dividends
178
37.
Related party transactions
178
38.
Earnings per share
181
39.
Periods unaudited by the tax authorities
182
40.
Number of employees
183
41.
Right-of-use assets
184
42.
Lease liabilities
185
43.
Business Combinations
185
44.
Provisions
185
45.
Audit and other related fees
191
46.
Α
ssets and liabilities held for sale
192
47.
Restatements
194
48.
Subsequent events
194
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
110
Annual Financial Statements 2023
The attached financial statements have been approved by the Board of Directors of Quest Holdings S.A. on April 3, 2024, and have been set
up on the website address
,where they will remain at the disposal of the investing public for at least 10 years from the date of
its publication. In addition, the annual financial statements of the consolidated non-listed subsidiaries of the Company are posted at the
above website address.
The Chairman
The C.E.O.
The Deputy C.E.O.
Theodore Fessas
Apostolos Georgantzis
Markos Bitsakos
The Group Financial Controller
The Chief Accountant
Dimitris Papadiamantopoulos
Konstantinia Anagnostopoulou
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
111
Statement of financial position
Note
31/12/2023
31/12/2022
31/12/2023
31/12/2022
ASSETS
Non-current assets
Property, plant and equipment
7
7.844
7.487
Right-of-use assets
41
375
1.606
Goodwill
8
-
-
Other intangible assets
9
2
3
Investment property
10
-
-
Investments in subsidiaries
11
127.871
113.902
Investments in associates
12
64
10
Financial assets at fair value through profit or loss
16
50
100
Contract assets
19a
-
-
Receivables from finance leases
13
-
-
Deferred tax assets
17
-
-
Trade and other receivables
19
2.241
55
138.447
123.163
Current assets
Inventories
18
-
-
Trade and other receivables
19
1.287
9.300
Contract assets
19a
-
-
Receivables from finance leases
13
-
-
Derivative Financial Instruments
15
-
-
Financial assets at fair value through profit or loss
16
-
-
Current tax assets
55
2
Cash and cash equivalents
20
10.415
26.403
Assets held for sale
46
-
-
11.757
35.705
Total assets
150.204
158.868
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
21
47.178
47.178
Reserves
22
13.959
11.240
Retained earnings
88.643
99.761
Own shares
(5.040 )
(2.867 )
(5.040)
(2.867)
Equity attributable to owners of the Company
144.740
155.312
Non-controlling interests
-
-
Total equity
144.740
155.312
LIABILITIES
Non-current liabilities
Loans and borrowings
23
-
-
Deferred tax liabilities
17
872
830
Employee benefits
24
9
6
Government Grants
25
-
-
Contract liabilities
14
-
-
Provisions
44
-
-
Lease liabilities
42
272
1.446
Trade and other payables
26
596
59
1.749
2.341
Current liabilities
Trade and other payables
26
3.589
1.015
Contract liabilities
14
-
-
Current tax liability
-
-
Loans and borrowings
23
-
-
Government Grants
25
-
-
Derivative Financial Instruments
15
-
-
Lease liabilities
42
126
200
3.715
1.215
Total liabilities
5.464
3.556
Total equity and liabilities
150.204
158.868
COMPANY
GROUP
The notes on pages 116 to 194 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
112
Consolidated Statement of profit or loss and other comprehensive income
Note
Revenue
6
Cost of sales
27
(1.024.787 )
(878.416 )
Gross profit
Selling and distribution expenses
27
(64.816 )
(56.473 )
Administrative expenses
27
(41.874 )
(41.121 )
Other operating income
31
Other gains / (losses) net
32
Operating profit
Finance income
29
Finance costs
29
(13.350 )
(7.213 )
Finance costs - net
(11.941 )
(6.491 )
Share of profit/ (loss) of equity-accounted investees, net of tax
12
Profit before tax
Income tax expense
30
(13.538 )
(12.892 )
Profit after tax
Attributable to :
Owners of the Company
Non-controlling interests
Earnings per share attributable to equity holders of the
Company
(€ per share)
Basic earnings/ (losses)
per share
22
Diluted earnings/ (losses)
per share
Profit / (Loss) for the year
Other comprehensive income
Actuarial gains/(losses) on defined benefit pension plans, net
of tax
24
(200 )
(200 )
Items that are or may be reclassified subsequently to profit
or loss
Foreign operations - foreign currency translation differences
(200 )
(200 )
Other comprehensive income for the year, net of tax
(400 )
Total comprehensive income for the year
Attributable to:
Owners of the Company
Non-controlling interests
GROUP
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
The notes on pages 116 to 194 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
113
Separate Statement of profit or loss and other comprehensive income
Note
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
Revenue
6
-
-
Cost of sales
27
-
-
Gross profit
-
-
Selling and distribution expenses
27
-
-
Administrative expenses
27
(2.926)
(2.465)
Other operating income
31
12.560
15.818
Other gains / (losses) net
32
830
152
Operating profit
10.464
13.505
Finance income
29
346
24
Finance costs
29
(82)
(105)
Finance costs - net
264
(81)
Profit/ (Loss) before tax
10.728
13.424
Income tax expense
30
(42)
(40)
Profit/ (Loss) after tax
10.687
13.384
Other comprehensive income
Actuarial gains/(losses) on defined benefit
pension plans, net of tax
24
1
2
1
2
Other comprehensive income for the year,
net of tax
1
2
Total comprehensive income / (loss) for the
year
10.688
13.386
COMPANY
The notes on pages 116 to 194 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
114
Statement of changes in equity
GROUP
Share capital
and share
premium
Translation
reserve
Other
reserves
Retained
earnings
Own shares
Total
Balance at 1 January 2022
(953 )
Profit / (Loss) for the period
Other comprehensive income / (loss) for the year, net of tax
Total comprehensive income / (loss)
Acquisition of new subsidiaries / change in the % held in existing
subsidiaries
(212 )
(23 )
Formation of reserve per L. 4548/2018
(357 )
Formation of statutory reserve
(1.445 )
Distribution of retained earnings of previous fiscal years
(60.604 )
(60.604 )
(60.604 )
Purchase of own shares
(1.914 )
(1.914)
(1.914 )
(2.867 )
Balance at 1 January 2023
(2.867 )
Profit / (Loss) for the year
Other comprehensive income / (loss) for the year, net of tax
(200 )
(200 )
(400 )
(400 )
Total comprehensive income / (loss) for the year
(200 )
(200 )
Acquisition of new subsidiaries / change in the % held in existing
subsidiaries
(192 )
(192 )
(109 )
Formation of reserve as per L. 4548/2018
(999 )
Distribution of retained earnings of previous fiscal years
(21.270 )
(21.270 )
(21.270 )
Equity-settled share-based payment
Purchase of own shares
(2.173 )
(2.173 )
(2.173 )
(200 )
(5.040 )
COMPANY
Balance at 1 January 2022
47.535
-
10.214
147.646
(953)
204.442
Profit/ (Loss) for the period
-
-
-
13.384
-
13.384
Other comprehensive income / (loss) for the year, net of tax
-
-
-
2
-
2
Total comprehensive income / (loss)
-
-
-
13.386
-
13.386
Formation of statutory reserve
-
-
669
(669)
-
-
Formation of reserve per L. 4548/2018
(357)
-
357
-
-
-
Distribution of retained earnings of previous fiscal years
-
-
-
(60.604)
-
(60.604)
Purchase of own shares
-
-
-
-
(1.914)
(1.914)
Reclassifications
-
-
-
2
-
2
47.178
-
11.240
99.761
(2.867)
155.312
Balance at 1 January 2023
47.178
-
11.240
99.761
(2.867)
155.312
Profit/ (Loss) for the year
-
-
-
10.687
-
10.687
Other comprehensive income / (loss) for the period, net of tax
-
-
1
-
1
Total comprehensive income / (loss) for the year
-
-
-
10.688
-
10.688
Formation of reserve as per L. 4548/2018
-
534
(534)
-
-
Distribution of retained earnings of previous fiscal years
-
-
(21.270)
-
(21.270)
Equity-settled share-based payment
-
-
2.185
-
-
2.185
Purchase of own shares
-
-
-
-
(2.173)
(2.173)
Reclassifications
-
-
-
(2)
-
(2)
47.178
-
13.959
88.642
(5.040)
144.740
Balance at 31 December 2023
Total Equity
Balance at 31 December 2023
Attributable to owners of the Company
Balance at 31 December 2022
Balance at 31 December 2022
Share capital
and share
premium
Other
reserves
Retained
eairnings
Own shares
Translation
reserve
Non-
controlling
interests
Total equity
The notes on pages 116 to 194 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
115
Statement of cash flows
Note
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
Profit / (Loss) before tax
10.728
13.424
Adjustments for:
Depreciation of property, plant and equipment
7
44
31
Amortization of intangible assets
9
1
1
Depreciation of right-of-use assets
41
156
118
(Gain) / loss on sale of financial assets at fair value through P&L
16
(815 )
(1.226 )
(815)
2
Change in the fair value of financial assets at fair value through P&L
-
(1)
Loss / (gain) on sale of associates
-
20
Share of (profit) / loss of associates
(172 )
-
-
Finance income
29
(1.409 )
(722 )
(346)
(24)
Finance costs
29
82
105
Dividend income
31
(150 )
(10.804)
(14.021)
(954)
(343)
Changes in working capital
(Increase) / decrease in inventories
(10.192 )
(20.045 )
-
-
(Increase) / decrease in receivables
(49.851 )
(32.044 )
5.827
(2.207)
Increase/ (decrease)
in liabilities
5.295
(35)
Increase / (decrease) in employee benefits
4
(2)
(53.874 )
(9.491 )
11.126
(2.243)
Cash generated from operating activities
10.172
(2.587)
Interest paid
(13.351 )
(7.213 )
(82)
(105)
Income taxes paid
(9.945 )
(9.629 )
(52)
(1)
Net cash from operating activities
10.038
(2.693)
Cash flows from investing activities
Purchase of property, plant and equipment
7
(15.129 )
(21.957 )
(401)
(16)
Purchase of intangible assets
9
(6.199 )
(714 )
-
(3)
Proceeds from sale of financial assets at fair value through P&L
864
15
Purchase of financial assets at fair value through P&L
(395 )
(281 )
-
-
Proceeds from sale of property, plant, equipment and intangible assets
-
-
Disposal of subsidiaries less direct selling expenses, net of cash disposed of
-
261
Net cash outflow for the acquisition of subsidiaries
(2.602 )
(5.084 )
(13.969)
(5.004)
Acquisition of subsidiaries, associates, joint ventures or change in the
interest held in them
(54)
-
Interest received
346
23
Dividends received
10.804
11.521
Net cash used in investing activities
(21.931 )
(25.049 )
(2.410)
6.797
Cash flows from financing activities
Proceeds from borrowings
23
-
-
Repayment of borrowings
23
(49.787 )
(19.051 )
-
(11.990)
Proceeds from sale / (purchase) of own shares
(2.173 )
(1.914 )
(2.173)
(1.914)
Payment / collection of leases
(6.601 )
(6.631 )
(173)
(99)
Distribution of dividends
(21.270 )
(60.604 )
(21.270)
(60.604)
Net cash from financing activities
(31.632 )
(15.046 )
(23.616)
(74.607)
Net increase/ (decrease) in cash and cash equivalents
(47.080 )
(15.988)
(70.503)
Cash and cash equivalents at the beginning of the year
20
26.403
96.905
Cash and cash equivalents at end of the year
20
10.415
26.402
COMPANY
GROUP
The notes on pages 116 to 194 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
116
Notes upon financial information
1.
General information
Financial statements include the financial statements of
Quest Holdings S.A.
(the “Company”) and the consolidated financial statements of
the Company and its subsidiaries and associates (the “Group”) for the year ended December 31
st
, 2023, according to International Financial
Reporting Standards (“IFRS”), as adopted by the European Union.
The main activities of the Group are commercial activities, the design, deployment and support of information systems and technology
solutions, courier and postal services and production of electric power from renewable sources.
The Group operates in Greece, Romania, Cyprus, Luxembourg, Belgium, Spain and Italy and and the shares of Quest Holdings S.A. are traded
in Athens Stock Exchange.
The consolidated financial statements were authorized for issue by the Board of Directors of Quest Holdings S.A. on April 3
th
, 2024 and are
subject to approval by the Ordinary Annual Meeting of the shareholders.
The shareholders’ composition is as follows:
•
TEDINVEST Ltd
50,02%
•
Eftichia Koutsoureli
25,25%
•
Other investors
23,80%
•
Treasury shares
0,93%
Total
100%
On May 29
th
, 2023, Mr. Theodoros Fessas, Chairman of the Board of Directors of the Company, transferred as contribution in kind,
53.634.195 shares and voting rights, corresponding to a percentage of 50,021% of the share capital of Quest Holdings S.A., in the
company TEDINVEST Ltd of which he is a 100% shareholder.
The premises of the Company are in
Greece
, Attica, Municipality of Kallithea, on 2A Argyroupoleos str. , and the General Registry Number is
121763701000 (former S.A. Register Number 5419/06/Β/86/02).
The
Board of Director
of the Company is as follows:
1.
Theodoros Fessas, son of Dimitrios, Chairman of the Board of Directors, Executive Member
2.
Eftychia Koutsoureli, daughter of Sofoklis, Vice Chairwoman of the Board of Directors, Non-Executive Member
3.
Nikolaos Karamouzis, son of Michail, Vice Chairman of the Board of Directors, Independent Non-Executive Member
4.
Apostolos Georgantzis, son of Miltiadis, Chief Executive Officer, Executive Member
5.
Markos Bitsakos, son of Grigorios, Deputy Chief Executive Officer, Executive Member
6.
Nikolaos Socrates Lambroukos, son of Dimitrios, Executive Member
7.
Emil Yiannopoulos, son of Polykarpos, Independent Non-Executive Member
8.
Maria Damanaki, daughter of Theodoros, Independent Non-Executive Member
9.
Ioanna Dretta, son of Grigorios, Independent Non-Executive Member
10.
Panagiotis Kyriakopoulos, son of Othon, Independent Non-Executive Member
11.
Philippa Michali, daughter of Christos, Independent Non-Executive Member
12.
Ioannis Paniaras, son of Ilias, Independent Non-Executive Member
The
Audit Company
is:
KPMG Certified Auditors SA
44 Syggrou Street
117 42 Athens, Greece
The Company’s
website address
is
.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
117
2.
Structure of the Group and operations
The Group has classified its subsidiaries and the rest participations according to the business sector in which they operate. The structure of
the Group as of 31 December 2023 is as follows:
Commercial activities
ΙΤ Services
Postal services
Production of Electric
Power from Renewable
Energy Sources
100%
100%
100%
100%
100%
100,00%
100%
100%
Wind Park of Viotia Amalia SMSA
100%
MKBT P.C.
100%
100%
Unisystems Cyprus Ltd
20%
100,00%
Wind Park of Viotia Megalo Plai S.M.S.A.
100%
100%
100%
SUNNYVIEW S.M.P.C.
98,67%
100%
100%
98,67%
100%
98,67%
100%
Clima Quest SMSA
100%
100%
100%
iSquare SMSA
98,67%
100%
99,00%
24,98%
Xilades Energy S.A.
100%
Wind Sieben SMSA
100%
20%
100%
MYLOPOTAMOS FOS 2 SMSA
100%
100%
60%
ADEPIO LTD
100%
100%
KINIGOS SMSA
100%
100%
43,26%
99,09%
33,33%
34,33%
50,0%
50%
94,14%
100,00%
100,00%
TEAM CANDI AE
FOQUS ΜΑΕ
UniSystems Luxembourg S.à
r.l.
iStorm S.A.
Probotek P.C.
OPTECHAIN P.C.
Info Quest Technologies
Romania SRL
Unisystems Information
Technology Systems SRL
UNI SYSTEMS IBERIA,
S.L.Spain Branch
IQBILITY LTD
Quest on Line SMSA
NUBIS S.A.
Intelli Solutions S.A.
Intelli d.o.o. Beograd
Intelli Solutions Bulgaria
eood
iStorm CY
TOYOTOMI ITALIA S.R.L.
MUSEOTEK SA
Pleiades IoT Innovation
Cluster
ACS Cyprus LTD
Quest Aioliki Livadiou Larisas Ltd
UniSystems Luxembourg S.à
r.l.Italy Branch
EPAFOS S.M S.A.
Agiali PC
G.E. Dimitriou AEE
SPIROS TASSOGLOU & SIA
O.E.
RETAILCO HELLENIC
S.M
S.A.
Info Quest Technologies
SMSA
ACS SMSA
Quest Energy S.M.S.A.
Unisystems SMSA
Info Quest Technologies
Cyprus LTD
GPS Postal Services
Unisystems Belgium
(branch)
Quest Aioliki Servia Kozanis Ltd
Quest Aioliki Distomou Megalo Plai Ltd
Quest Aioliki Sidirokastrou Hortero Ltd
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
118
3.
Summary of significant accounting policies
The significant accounting policies that have been followed for the preparation of the financial statements are outlined below. The
accounting policies are being applied consistently, unless otherwise stated.
3.1
Preparation framework of the financial information
The financial statements for the year ended 31 December 2023 have been prepared by Management in accordance with International
Financial Reporting Standards (“IFRS”), as adopted by the European Union.
These financial statements have been prepared on the basis of historic cost, except for derivatives, financial assets at fair value through profit
and loss and investment property that are measured at fair value.
3.2
Business Continuity
The Group and the Company cover their working capital needs through the cash flows generated, and the relevant available resources, including
bank borrowing.
Current economic conditions continue to limit the demand for the Group's and Company’s products, as well as their liquidity for the foreseeable
future.
The Management, taking into account potential changes in the business performance of group companies, has a reasonable expectation that the
Company and the Group have adequate resources to smoothly continue their business operations in the near future.
Therefore, the Group and the Company continue to adopt the “going concern” principle for the preparation of the separate and consolidated
financial statements for the year ended December 31, 2023.
The turmoil in the economy during the year, resulting from the ongoing war in Europe and the epidemic crisis, led to significant increases in the
cost of energy, transportation, production and basic consumer goods, the increase in inflation and the decrease in consumer spending, and
inevitably affected the Group as well. At the same time, the disruption in the global supply chain resulted in a significant lack of products
worldwide, while the change in the dollar-euro exchange rate brought about cost and financial changes. Although the Group does not have direct
exposure in terms of operations or dependence on suppliers in Ukraine or Russia, the possible risks that may arise from the reduction of
household disposable income and the increase of operating expenses due to inflationary pressures are constantly evaluated by the Management.
The effect on the figures for 2023 was not significant, as the Group achieved a particularly positive performance during the year and an
improvement in its key financial figures. Regarding the outlook for 2024, it is estimated that there will be a relatively limited if not zero effect on
the Group's figures based on the data available so far.
New Standards, Amendments to International Financial Reporting Standards (‘IFRS’) and Interpretations
New Standards, Interpretations, Revisions and Amendments to existing Standards that have entered into force and have been adopted by
the European Union
Since 1 January 2023, the Group has implemented all the amendments in IFRS as adopted by the European Union (‘EU’) and that are relevant
with its operations. The adoption did not have a material impact on the Financial Statements of the Group.
The following new Standards, Interpretations and amendments to Standards have been issued by the International Accounting Standards
Board (IASB), have been adopted by the European Union and their application is mandatory from 01/01/2023 onwards.
IAS 1 Presentation of Financial Statements and IFRS Practice Statement
2: Disclosure of Accounting policies (Amendments):
In February 2021, IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these
amendments is to improve accounting policy disclosures so that they provide more useful information to investors and other primary
users of the financial statements. More specifically, companies are required to disclose material accounting policy information rather
than their significant accounting policies.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
119
According to the updated definition of material accounting policy as published by the IASB in October 2018, accounting policy
information is material if when considered together with other information included in an entity’s financial statements, it can be
reasonably expected to influence decisions that the primary users of general purposes financial statements make on the basis of those
financial statements.
Additionally, IFRS Practice Statement 2 amendments include guidance and additional examples on the application of materiality to
accounting policy disclosures.
IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments):
In February 2021, IASB
issued amendments to IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
to clarify how
companies should distinguish changes in accounting policies from changes in accounting estimates. The amendments introduce a new
definition for accounting estimates: clarifying that they are monetary amounts in the financial statements that are subject to
measurement uncertainty.
IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
(Amendments):
In May 2021, IASB
issued amendment to IAS 12 in order to specify how companies should account for deferred tax related to assets
and liabilities arising from a single transaction, such as leases and
decommissioning obligations, transactions for which entities
recognize both an asset and a liability, In specific cases, the entities were exempted from the recognition of deferred tax on initial
recognition of
both an asset and a liability.
The amendments clarify that the initial recognition exemption does not apply and entities
are required to recognize deferred tax on these transactions.
IAS 12
International Tax reform-Pillar Two (Amendments)
In May 2023, IASB published the amendments to IAS 12 in order to provide a temporary exemption from accounting for deferred taxes
arising from the implementation of the OECD’s Pillar Two model rules, as well as targeted disclosures for affected entities. The
temporary exemption is to be applied immediately upon the issue of those amendments by IASB and retrospectively in accordance
with International Accounting Standard 8 Accounting Policies, Changes in Accounting Estimates and Errors (‘IAS 8’). The disclosure
requirements are to be applied to annual reporting periods beginning on or after 1 January 2023. An entity is not required to apply the
disclosure requirements in interim financial reports for interim periods ending on or before 31 December 2023.
IFRS 17 “Insurance Contracts” and amendments to IFRS 17
In May 2017, IASB issued a new Standard IFRS 17, which replaces the interim standard IFRS 4.
The scope of the IASB’s project was the
development of a single principle based Standard for the accounting of all types of insurance contracts, including any reinsurance
contracts that an entity holds. This single principle based Standard will improve the comparability of the financial information between
companies, jurisdictions and capital markets. IFRS
17 sets out the recognition, measurement and disclosure requirements that an
entity should apply in the financial information related to insurance contracts issued and reinsurance contracts held.
IFRS 17 Initial Application of IFRS 17 and IFRS 9- Comparative Information (Amendments)
The amendment is a transitional choice in relation to the comparative information in the classification of financial assets in the first
application of IFRS 17. The amendment therefore, aims to prevent temporary accounting imbalances between financial assets and
insurance contract liabilities and improve
the usefulness of comparative information
for the users of the financial statements.
New International financial reporting standards, amendments to Standards and interpretations not yet effective or not endorsed by
the EU
The following New Standards, Amendments and Interpretations have been issued by the International Accounting Standards Board
(IASB) but are not yet effective for annual periods starting 1
st
January 2023. Those relating to the Company’s/ Group’s operations (pls
delete as appropriate) are presented below.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
120
IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non Current (Amendments)
The amendments
are effective for annual periods on or after 01 January 2024.
In January 2020, IASB issued amendments to IAS 1 clarifying the requirements for the classification of the liabilities as current and non
-current. In particular, the amendments clarify that one of the criteria for the classification of a liability as non current
is the entity’s
right to defer settlement for at least 12 months after the reporting date.
The amendments clarify the meaning of a right to defer
settlement, the requirement of this right to exist at the reporting date and that management intend in relation to the option to defer
the settlement does not affect current or non -current classification.
Additionally, in July 2020, IASB issued an amendment providing clarifications for the classification of
debt with covenants and deferring
the effective date of the January 2020 amendments of IAS 1 by one year.
IFRS 16 Leases: Lease Liability in a Sale and Leaseback (Amendments). The amendments are effective for annual periods on or after
01 January 2024.
The amendments are intended to clarify the requirements of accounting by a seller-lessee regarding measuring the lease liability arising
in a sale and leaseback transactions. An entity applies the amendment retrospectively in
cases of sale and leaseback transactions
entered into after the date of the initial application of IFRS 16.
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosures (Amendments). The amendments are effective for annual
periods on or after 01 January 2024.
In May 2023, IASB issued the final amendments to IAS 7 and IFRS 7 which address the disclosure
requirements to be provided by
entities in relation to their supplier finance arrangements. The amendments have not yet been endorsed by the EU.
IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments). The amendments are effective for
annual periods on or after 01 January 2025.
In August 2023, IASB published amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates” which require companies to
provide more useful information in their financial statements when a currency is not exchangeable to another currency. The
amendments introduce a definition of the “exchangeability” of a currency and provide guidance on how an entity should estimate a
spot exchange rate in cases where a currency is not exchangeable. Also, additional disclosures are required in cases where an entity
has estimated a spot exchange rate due to a lack of exchangeability. The amendments have not yet been endorsed by the EU.
3.3
Consolidated financial statements and participation in other entities
(a) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an investee when it is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date
control is lost.
The Company accounts for its investment in subsidiaries, in its standalone accounts, on the cost less any accumulated impairment losses.
Impairment losses are recognized in profit or loss of the period.
(b) Intercompany transactions
Intercompany transactions, balances and unrealized profits from transactions between Group companies are eliminated. Unrealized losses
are also eliminated unless the transaction provides evidence of impairment of the transferred asset. The accounting policies of the subsidiaries
are amended as necessary to agree with the accounting policies of the Group.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
121
(c) Non-controlling interests
Non-controlling interests represent the portion of profit/loss and net identifiable assets that are not owned by the parent company. The
Group accounts for transactions with non-controlling interests, which do not result in a loss of control, in the same way, as it accounts for
transactions with the owners of the parent. Changes in the shareholding result to adjustments in the carrying amount of controlling and non-
controlling interests in order to reflect the changes in ownership. The difference between the consideration paid and the share acquired on
the net assets of the subsidiary is recognised under equity reserves. Gains or losses arising from the sale to minority shareholders are also
recognized directly in equity.
(d) Changes in interests that constitute a loss of control
When the Group ceases to have control, the remaining interest is remeasured at fair value, while any differences arising in relation to the
current value are recorded in profit and loss. Then, this asset is recognized either as an associate, or a joint venture or a financial asset at that
fair value. In addition, relevant amounts previously recorded in other comprehensive income are accounted for in the same manner as in the
event of the sale of the assets and liabilities in question, i.e., they may be recycled to profit and loss.
(e) Business combinations
The Group accounts for business combinations by applying the acquisition method. The consideration transferred in a business combination
is calculated as the sum of:
-
the acquisition-date fair value of the assets transferred by the Group
-
the acquisition-date fair value of the liabilities incurred by the Group to the former owners of the acquiree
-
the equity interests issued by the Group
-
the acquisition-date fair value of any contingent assets and liabilities arising from the transaction
-
the fair value of any previously held equity interest in the acquiree
The identifiable assets, the liabilities assumed, and the contingent liabilities acquired in a business combination transaction are initially
recognized at fair value at the date of acquisition. For each business combination, the Group measures at the acquisition date any non-
controlling interest in the acquiree either at fair value or at the present ownership instruments’ proportionate share in the recognized
amounts of the acquiree’s identifiable net assets.
The Group accounts for acquisition-related costs incurred to effect a business combination as expenses in the period in which the costs are
incurred. The Group recognizes goodwill as of the acquisition date measured as the excess of the aggregate consideration transferred plus
the amount of any non-controlling interest in the acquiree plus the acquisition-date fair value of the Group’s previously held equity interest
in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Occasionally, the
Group will make a bargain purchase, which is a business combination in which the net of the acquisition-date amounts of the identifiable
assets acquired and the liabilities assumed exceeds the aggregate consideration transferred plus the amount of any non-controlling interest
in the acquiree plus the acquisition-date fair value of the Group’s previously held equity interest in the acquiree. The Group recognizes the
resulting gain in profit or loss on the acquisition date.
In case payment of the total or part of the consideration transferred in a business combination is deferred at a later date and will be
transferred in cash, amount payable has to be discounted at present value on the acquisition date using the incremental borrowing rate,
which is the rate of interest that the Group would have to pay to borrow from an independent party under similar terms.
The Group recognizes the acquisition-date fair value of any contingent consideration as part of the consideration transferred in exchange for
the acquiree. The Group classifies an obligation to pay contingent consideration that meets the definition of a financial instrument as a
financial liability or as equity. Amounts classified as financial liability are subsequently remeasured at fair value and any resulting gains or
losses are subsequently recognized in profit or loss. No subsequent remeasurement takes place for amounts classified as equity.
For a business combination achieved in stages, the equity interest previously held by the Group in the acquiree is remeasured at fair value at
the date of the acquisition with any resulting gains or losses being recognized in profit or loss.
A combination of entities or businesses under common control does not fall within the scope of IFRS 3 – Business Combinations. Considering
this, the Group, following the requirements of IAS 8 – Accounting policies, changes in accounting estimates and errors, recognizes the carrying
amounts of the acquired businesses (without measurement to fair value).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
122
The financial statements of the Group or the new entity after the transaction are prepared on the assumption that the new structure was in
effect from the beginning of the first period presented and accordingly the comparative figures are restated. Any difference arising between
the consideration and the book value of the percentage of net assets acquired is recorded directly in equity.
(f) Associates
Associates are all entities over which the Group exercises significant influence, fact that is presumed when the Group holds, directly or
indirectly, 20% or more of the voting power of the investee. Investments in associates are accounted for under the equity method and are
initially recognised at cost. The Group’s investments in associates includes goodwill (net of any accumulated impairment loss) identified on
acquisition.
The Group’s share of its associates’ post acquisition profits or losses is recognized in the income statement whereas its share of post-
acquisition movements in reserves is recognized in reserves. The cumulative post acquisition movements are adjusted against the carrying
amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any
other unsecured receivables, the Group doesn’t recognize further losses, unless it has incurred obligations or made payments on behalf of
the associate.
Unrealized gains on transactions between the Group & its associates are eliminated to the extent of the Group’s interest in the associates.
Accounting policies of associates have been changed when necessary to ensure consistency with the policies adopted by the Group.
The Company accounts for investments in associates at cost less any accumulated impairment losses.
3.4
Segmental reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that
are different from those of other business segments.
A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and
returns that are different from those of segments operating in other economic environments.
The nature and the source of the Group’s income are used as the basis for determining its primary and secondary segments.
The Group has
concluded that its primary segment should be based on the nature of its products and services and its secondary segment should be based
on the geographic location of its operations.
The operating segments are presented in line with the internal information provided to the chief operating decision makers of the Group.
The chief operating decision makers are responsible to make decisions about resources to be allocated to the segments and assess their
performance.
The operating and geographical segments of the Group are presented under Note 6.
3.5
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (the ‘functional currency’).
The consolidated financial statements are presented in Euros, which is
the Company’s functional and presentation currency.
(b) Transactions and balances in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Translation differences on non
– monetary financial assets & liabilities at fair value, are accounted for consistently with the relevant revaluation gains/losses.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
123
(c) Group companies
The results and financial position of all group entities (none of which has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the present currency as follows:
i.Assets and liabilities are translated at the closing rate on the date of the balance sheet
ii.Income and expenses are translated at the average exchange rates (unless this average is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions)
and
iii.All resulting exchange differences are recognized under equity, as a separate reserve and are recycled to profit and loss upon disposal of
those entities.
Exchange differences arising from the translation of the net investment in foreign entities are recognised in equity. When a foreign operation
is sold, such exchange differences are recognized in the income statement as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and
are translated at the closing rate.
3.6
Property, plant and equipment
All property, plant and equipment (‘PPE’) is shown at cost less subsequent depreciation and impairment, except for land that is accounted
for at cost less any subsequent impairment. Cost includes expenditure that is directly attributable to the acquisition of PPE items.
Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Group higher than those initially expected according to the return estimated
for the asset and under the assumption that the relevant cost can be measured reliably. Repair and maintenance expenses are charged to
the income statement during the financial period in which they are incurred.
Finance cost on borrowings specifically used to finance construction of property plant and equipment are capitalized during the construction
period provided that the requirements of the revised IAS 23 are met. All other finance cost is expensed as incurred.
Land is not depreciated. Depreciation on PPE is calculated using the straight-line method over the estimated useful life, in order to write
down the cost to its residual value. The expected useful life per PPE class is as follows:
Buildings: 50 years
Leasehold improvements: Lease term
Machinery: 1-5 years
Technical installations & other equipment: 5-20 years
Vehicles: 5-8 years
Telecommunication equipment:
9-13 years
Furniture and fittings: 7-10 years
Technical installations of photovoltaic stations: 40 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
When the carrying amount of the asset is higher than its recoverable amount, the resulting difference (impairment loss) is recognized
immediately as an expense in the Income Statement.
In case of sale of property, plant and equipment, the difference between the sale proceeds and the carrying amount is recognized as profit
or loss in the income statement.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
124
3.7
Intangible Assets
(a)
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the
acquired subsidiary/ associate at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on
acquisition of associates is included in investment of associates. Goodwill is tested annually for impairment, or more frequently when events
or changes occur that indicate a potential impairment and carried at cost less any accumulated impairment losses. Gains and losses on the
disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash – generating units (CGUs) for the purpose of impairment testing. An impairment loss is recognized when the
recoverable amount is lower than the carrying amount. Impairment losses are recognized in profit or loss when incurred and are not
subsequently reversed.
(b)
Industrial rights
Following the finalization of the goodwill from acquisitions of subsidiaries engaging in the sector of electric power production from renewable
energy sources (‘RES’), and in particular from photovoltaic plants, intangible assets relating to rights for production and sale of energy to the
RES Administrator were identified. The useful life of these rights was set at 27 years, commencing on the date of the start of production, and
is equal to the period of energy production and sale embodied in the right.
(c)
Computer software
Computer software concerns licenses that are carried at cost less any accumulated amortization and any accumulated impairment losses.
Amortization is calculated using the straight-line method over the useful life, which is estimated at 4 years. Subsequent expenditures for the
development and maintenance of software are recognized in the profit or loss when incurred.
When the carrying amount of the intangible assets exceeds its recoverable amount, the resulting difference (impairment loss) is recognized
immediately in profit or loss.
3.8
Investment property
Property held by the Group or the Company to earn rentals or for capital appreciation or for both is classified as investment property.
Investment property concerns mainly administrative offices, warehouse facilities and stores on owned property. Investment property is
initially recognized at cost including any incremental transaction and borrowing costs. The Group and the Company have chosen the fair value
model for the subsequent measurement of investment property.
Fair value is based on prices prevailing in an active market, adjusted, where necessary, due to differences in the nature, location or condition
of the respective asset. If this information is not available, then the Company applies alternative valuation methods, such as recent prices in
less active markets or discounted cash flows. The Group and the Company measure fair value for investment property on the basis of a
valuation by an independent valuer, who holds a recognized and relevant professional qualification, with proven experience and specific
knowledge in the location and category of the investment property being valued, registered in the register of real estate appraisers of the
Ministry of Finance in accordance with the guidelines issued by the International Valuation Standards Committee.
The Group and the Company continue to measure investment property at fair value even if comparable market transactions become less
frequent or market prices become less readily available. When measuring the fair value of investment property, the Group and the Company
ensure that the fair value reflects, among other things, rental income from current leases and other assumptions that market participants
would use when pricing investment property under current market conditions. Fair value also reflects on a similar basis any cash outflows
(including lease payments and other outflows) that would be expected for such property. Some of these outflows are recognized as a liability,
while others, including contingent lease payments are not recognized in the financial statements. Subsequent costs are recognized in the
carrying amount of investment property when it is probable that the associated future economic benefits will flow to the entity and the cost
can be measured reliably. Repair and maintenance costs are recognized in profit and loss when incurred. A gain or loss arising from a change
in the fair value of investment property is recognized in profit of loss of the period in which it arises. An investment property shall be
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
125
derecognized (eliminated from the statement of financial position) on disposal or when the investment property is permanently withdrawn
from use and no future economic benefits are expected from its disposal.
For a transfer from investment property carried at fair value to owner-occupied property, the property's deemed cost for subsequent
accounting in accordance with IAS 16 or IFRS 16 shall be its fair value at the date of change in use. If an owner-occupied property becomes
an investment property carried at fair value, the Group or the Company apply IAS 16 for owned property and IFRS 16 for property held by a
lessee as a right-of-use asset up to the date of change in use. Any difference at that date between the carrying amount of the property is
treated in accordance with IAS 16 or IFRS 16 and its fair value in the same way as a revaluation in accordance with IAS 16. This implies that
any resulting decrease in the carrying amount of the property is recognized in profit or loss. However, to the extent that an amount is included
in revaluation surplus for that property, the decrease is recognized in other comprehensive income and reduces the revaluation surplus within
equity. Any resulting increase in the carrying amount is recognized in profit or loss to the extent that the increase reverses a previous
impairment loss for that property. The amount recognized in profit or loss does not exceed the amount needed to restore the carrying amount
to the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognized. Any remaining part
of the increase is recognized in other comprehensive income and increases the revaluation surplus within equity.
3.9
Impairment / reversal of impairment of non-financial assets (except for goodwill)
The carrying values of the non-financial assets are subject to an impairment review by the Group or the Company when there is evidence
that their carrying amount is not recoverable.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of the fair value less costs of disposal of an asset or cash-generating unit and its value in use. The value in use of the
asset involves estimating the future net cash flows to be derived from the continuing use of the asset and from its ultimate disposal, and
applying the appropriate discount rate to these future cash flows. For the purposes of impairment review, assets are allocated in the smallest
identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or group of assets
(cash-generating unit). An impairment loss is immediately recognized in profit or loss, unless the asset is carried at revalued amount, whereby
it is recognized in other comprehensive income to the extent that the impairment loss does not exceed the amount in the revaluation surplus
for that same asset.
At the end of each reporting period the Group and the Company assess whether there is any indication that an impairment loss recognized
in prior periods for an asset, or a cash-generating unit may no longer exist or may have decreased. If such an indication exists, the Group and
the Company estimate the recoverable amount of the asset and the impairment loss is reversed. The increased carrying amount attributable
to the reversal of the impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or
depreciation) had no impairment loss been recognized for the asset in prior years.
A reversal of an impairment loss for an asset is recognized immediately in profit or loss, unless the asset is carried at revalued amount,
whereby any reversal of an impairment is recognized in other comprehensive income and increases the revaluation surplus for that asset. A
reversal of an impairment loss for a cash-generating unit is allocated to the assets of the unit, except for goodwill, pro rata with the carrying
amounts of those assets. These increases in carrying amounts are accounted for as reversals of impairment losses for individual assets as
described above.
3.10
Financial Instruments
Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another
entity.
Classification and initial and subsequent measurement of financial assets
Financial assets shall be classified at inception as subsequently measured at amortised cost, at fair value through other comprehensive income
or at fair value through profit and loss. Classification is based on both the entity’s business model for managing the financial assets and the
characteristics of the contractual cash flows of the financial asset.
Except for trade receivables, the Group measures a financial asset at its fair value less the transaction costs that are directly attributable to
the acquisition of the financial asset, in the case of a financial asset not measured at fair value through profit or loss. Trade receivables that
do not have a significant financing component (determined in accordance with IFRS 15), are measured at initial recognition at their transaction
price, as defined in IFRS 15.
A financial asset shall be measured at amortized cost or at fair value through other comprehensive income if the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the amount of principal
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
126
outstanding. This evaluation is known as SPPI test (“Solely Payments of Principal and Interest”) and it is executed on an individual financial
instrument level.
The Group and the Company do not have any financial assets measured at fair value through other comprehensive income as of 31 December
2023.
At initial recognition, a financial asset is measured at its fair value plus, in the case of a financial asset not at fair value through profit or loss,
the transaction costs that are directly attributable to the acquisition of the financial asset. For financial assets measured at fair value through
profit or loss, gains and losses from any changes in fair value are recognized through profit or loss under financial statement caption ‘Other
gains / (losses) net’. Financial assets measured at amortized cost are subsequently measured using the effective interest method and are
subject to review for impairment. Gains or losses from derecognition, modification or impairment are recognized under profit or loss of the
period.
For investments in equity instruments traded in an active market, fair value is determined based on the bid prices in that market. For
investments with a lack of an active market, fair value is determined with the use of valuation techniques, unless the range of reasonable
estimates of fair value is significantly large and the probabilities of the various estimates cannot be reasonably assessed, in which case it is
not permitted to measure these investments at fair value.
Τ
he purchase or sale of financial assets that require the delivery of assets within a
time frame based on regulation or assumed by the market, is recognized on the settlement date (i.e. the date the asset is transferred or
delivered to the Group or the Company).
Impairment – recognition of expected credit losses
The Group and the Company recognize a loss allowance for expected credit losses on financial assets that are not measured at fair value
through profit and loss, on lease receivables, contract assets and financial guarantee contracts. The expected credit losses are the difference
between the present value of all contractual cash flows and the present value of the future cash flows that the Group or the Company expect
to collect discounted at the original effective interest rate.
For trade receivables and contract assets, the Group and the Company follow the simplified approach for the estimation of expected credit
losses. In accordance with this, at each reporting date the Group and the Company measure the loss allowance for a financial instrument at
an amount equal to lifetime expected credit losses without assessing changes in the credit risk since initial recognition.
The Group and the Company recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that
is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
Derecognition of financial assets
The Group or the Company derecognize a financial asset or a group of similar financial assets (or a part of a financial asset or a part of a group
of similar financial assets) when:
-
the contractual rights to the cash flows have expired
-
the Group or the Company retains the right to the inflow of cash flows from the specific asset but has at the same time undertaken
the obligation to pay them to third parties in full without significant delay, in the form of a transfer agreement, or the Group or the Company
has transferred the right inflow of cash flows from the particular asset while, at the same time, either (a) has transferred substantially all the
risks and rewards thereof or (b) has not transferred substantially all the risks and rewards, but has transferred control of the particular asset.
The transfer of risks and rewards is evaluated by comparing the entity’s exposure, before and after the transfer, with the variability in the
amounts and timing of the net cash flows of the transferred asset. If the Group or the Company neither transfer nor retain substantially all
the risks and rewards of ownership of a transferred asset, and retain control of the transferred asset, the Group and the Company continue
to recognize the transferred asset to the extent of their continuing involvement. In this case, the Group or the Company also recognize an
associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the
Group and the Company have retained. When the continuing involvement takes the form of guaranteeing the transferred asset, the extent
of the continuing involvement is the lower of the carrying amount of the asset and the maximum amount of the consideration received that
the Group or the Company could be required to repay (‘the guarantee amount’).
Classification and initial and subsequent measurement of financial liabilities
The Group and the Company classify all financial liabilities as subsequently measured at amortized cost, except for:
(i)
financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities (see below for further
details), are subsequently measured at fair value.
(ii)
financial guarantee contracts (see below for further details on measurement).
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
127
(iii)
contingent consideration recognized by the Group in a business combination to which IFRS 3 applies. Such contingent
consideration is subsequently measured at fair value with changes recognized in profit or loss.
Reclassifications of financial liabilities are not permitted.
At initial recognition, the Group and the Company measure a financial liability at its fair value minus - in the case of a financial liability not at
fair value through profit or loss - transaction costs that are directly attributable to the acquisition or issue of the financial liability. After initial
recognition, a financial liability is measured by the Group or the Company as stated above. A gain or loss on a financial liability measured at
fair value is recognized in profit or loss. A gain or loss on a financial liability that is measured at amortized cost and is not part of a hedging
relationship is recognized in profit or loss when the financial liability is derecognized and through the amortization process.
Derecognition of financial liabilities
The Group or the Company remove a financial liability (or a part of a financial liability) from the statement of financial position when, and
only when, it is extinguished – i.e., when the obligation specified in the contract is discharged or cancelled or expires. An exchange between
an existing borrower and lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability
or a part of it (whether or not attributable to the financial difficulty of the debtor) shall be accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability (or part of
a financial liability) extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognized in profit or loss.
Offsetting financial assets and financial liabilities
A financial asset and a financial liability shall be offset, and the net amount presented in the statement of financial position when, and only
when, the Group or the Company currently have a legally enforceable right to set off the recognized amounts and intend either to settle on
a net basis, or to realize the asset and settle the liability simultaneously. The right of offset must not be contingent on a future event and
must be enforceable in the ordinary course of business and in the event of default, insolvency or bankruptcy of the company or the
counterparty.
3.11
Derivative financial instruments
Derivative financial instruments include forward foreign exchange contracts. Derivatives are initially recognised at fair value on the date a
derivative contract is entered into and are subsequently re-measured at their fair value.
Fair values are obtained from quoted market prices
and discounted cash flow models. All derivatives are classified as assets when their fair value is positive and as liabilities when fair value is
negative. The gains and losses on derivative financial instruments held for trading are included in the income statement.
3.12
Financial guarantee contracts
The financial guarantee contracts issued by the Group or the Company are contracts that require the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or
modified terms of a debt instrument. Financial guarantee contracts are initially recognized as a financial liability at fair value adjusted by any
transaction costs directly attributable to the issue of the contract. After initial recognition, financial guarantee contracts are measured at the
higher of the amount of loss allowance determined in accordance with the impairment requirements of IFRS 9 and the amount initially
recognized less, when appropriate, the cumulative amount of income recognized in accordance with the principles of IFRS 15 “Revenue from
contracts with customers”.
3.13
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average method. Borrowing costs
are not included in the cost of inventories. Net realizable value is the estimated selling price in the ordinary course of business, less any
applicable selling expenses.
3.14
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, time deposits and other short-term highly
liquid investments with original maturities of three months or less, readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value. For the purposes of presentation in the Statement of Cash Flows, cash available include cash on hand
and cash at banks, as well as cash as stated above.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
128
3.15
Share Capital
Ordinary shares
Incremental costs directly attributable to the issue of new shares, after excluding the relative income tax, are deducted from the product of
issue.
3.16
Equity shares
The cost of acquiring own shares is shown as a deduction from the Company's equity, until the own shares are sold, canceled or reissued.
Any profit or loss from the sale of own shares, net of other costs and taxes directly related to the transaction, is recognized as a reserve in
equity.
3.17
Current and deferred tax
The tax for the period includes current income tax and deferred tax. Tax is recognized in profit or loss, except for taxes related to items that
are recognized in other comprehensive income or directly through equity. In this case, the tax is recognized in other comprehensive income
or directly through equity, respectively.
Current income tax is calculated on the taxable income of the year, based on the applicable tax legislation and tax rates, enacted or
substantially enacted at the reporting date in the countries where the Group companies operate and generate taxable income. Management
periodically makes estimates when submitting tax returns, in case where the relevant tax laws are open to interpretation and raises
provisions, where necessary, based on the amounts expected to be paid to the tax authorities.
Deferred tax arises when there are temporary differences between the accounting base of assets and liabilities for financial statement
purposes and their tax base.
Deferred taxes are recognized for all taxable temporary differences except for the cases where the deferred tax liability arises from the initial
recognition of goodwill of an asset or a liability in a transaction that is not a business combination and at the time of the transaction does not
affect neither the accounting profit nor the taxable profit or loss, and in the case of taxable temporary differences relating to investments in
subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not be reversed in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses carried forward to the extent that it is
probable that taxable profit will be available and will be used against the deductible temporary differences and unused tax losses except:
when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of goodwill on an asset or
liability in a transaction that is not a business combination and at the time of the transaction does not affect neither the accounting profit nor
the taxable profit or loss, and when the taxable temporary differences relating to investments in subsidiaries and associates, where deferred
tax assets are recognized to the extent that it is probable that the temporary differences will be reversed in the foreseeable future and taxable
income will be available to be used against the temporary differences.
Future taxable income is determined according to the reversal of temporary tax differences. If the amount of taxable temporary differences
is not sufficient to recognize the total amount of the deferred tax asset, then future taxable profits are taken into account, adjusted with the
reversals of existing temporary differences, as they arise from the business plans of the Group companies.
In calculating deferred taxes, the Group assesses the leased asset and the lease liability together as a single transaction and assesses the net
temporary difference.
Deferred tax assets and liabilities are offset only if the offsetting of tax assets and liabilities is legally permitted and if the deferred tax assets
and liabilities arise from the same tax authority on the entity being taxed or on different entities and there is the intention to settle with
netting.
Deferred taxes are calculated based on the tax rates expected to apply at the time the asset is recognized and the liability is settled and are
based on the tax rates (and tax laws) in effect or enacted on the reporting date. Deferred tax assets are reviewed on each balance sheet date
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
129
and are written off to the extent that it is no longer probable that sufficient taxable income will be available in the future to cover the deferred
tax asset in whole or in part.
3.18
Employee benefits
(a)
Post-employment benefits – defined contribution plans
The contribution payable to a defined contribution plan in exchange for the service rendered to the Group or the Company by an employee
during a period, is recognized as an expense of the period. Under defined contribution plans, the legal or constructive obligation of the Group
or the Company is limited to the amount of contribution to the fund.
(b)
Post-employment benefits – defined benefit plans
The obligations arising from a defined benefit plan are assessed for each plan individually, or group of plans with materially different risks, by
calculating the amount of future benefits earned by the employees till the end of the reporting period. Future benefits are discounted to their
present value considering adjustments for past service costs. The rate used to discount post-employment benefit obligations is determined
by reference to market yields at the end of the reporting period on high quality European corporate bonds. The term of the bonds is consistent
with the estimated term of the post-employment benefit obligations. The post-employment benefit obligations are measured based on
financial and demographic assumptions made by a qualified actuary using an actuarial valuation method, the projected unit credit method.
The net pension cost is recognized in profit or loss and includes the current service cost, the net interest on the net defined benefit liability,
the past service cost and the actuarial gains and losses. For post-employment benefits, service cost is recognized on a straight-line basis over
the average period over which the related rights vest. Actuarial gains and losses are recognized in other comprehensive income and are not
recycled afterwards to profit or loss. For other long-term benefits, actuarial gains or losses and vested service costs are recognized
immediately in the profit or loss. In May 2021, the IFRS Interpretation Committee (‘IFRIC’) published the final agenda decision under the title
“Allocation of provisions in periods of service in accordance with IAS 19”, which includes explanatory material around the way of allocation
of provisions in periods of service under a specific program similar to that defined by art. 8 of Law 3198/1955 regarding the provision of
retirement benefits. The Group, until publishment of the agenda decision, had been applying the IAS 19 requirements and was allocating the
benefits, as determined as per art. 8 of Law 3198/1955, Law 2112/1920 and its subsequent amendment as per Law 4093/2012 over the period
beginning on hiring date and ending on the retirement date of the employees. Implementing the IFRIC decision has led to the allocation of
the retirement benefits over the last 16 years before the retirement date of the employee following the scale determined in Law 4093/2012.
(c)
Termination benefits
Termination benefits result from either an entity’s decision to terminate the employment or an employee’s decision to accept an entity’s
offer of benefits in exchange for termination of employment. The Group recognizes a liability and expense for termination benefits at the
earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the Group recognizes
costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits. Termination benefits, which are
not expected to be settled wholly within twelve months after the end of the annual reporting period, are recognized at present value.
3.19
Government Grants
Government grants are recognized at fair value when there is reasonable assurance that the grant will be received and that the Group or the
Company will comply with the conditions attaching to the grant. Government grants are deferred and recognized in profit or loss on a
systematic basis over the periods in which the Group or the Company recognizes as expenses the related costs for which the grants are
intended to compensate. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities
as deferred government grants and recognized in profit or loss on a straight-line basis over the useful lives of the related assets.
3.20
Provisions
Provisions are recognized when: (a) there is a present legal or constructive obligation as a result of past events; (b) it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation; and (c) the amount of the obligation can be
reliably estimated. Provisions are reviewed at the end of each reporting period and are adjusted to reflect current conditions. Where the
effect of the time value of money is material, the amount of a provision is the present value of the expenditures expected to be required to
settle the obligation according to management’s best estimate. The discount rate used is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
130
3.21
Revenue
(a) Revenue from contracts with customers
The Group and the Company recognize revenue from contracts with customers, i.e. revenue from the sale of goods and provision of services,
when the promised goods or services are transferred to the customer for amounts that reflect the consideration the Group and the Company
expect to be entitled to for those goods or services based on the following five-step approach:
Step 1: Identification of the contract
Step 2: Identification of the separate performance obligations within a contract
Step 3: Determination of the transaction price
Step 4: Allocation of the transaction price to the performance obligations in the contract
Step 5: Recognition of revenue when or as a performance obligation is satisfied
Revenue is recognized, in accordance with IFRS 15, at the amount the Group and the Company expect to be entitled to in consideration for
the transfer of the goods or services to a customer when the customer obtains control of the goods or services, specifying the time of the
transfer of control - either at a given point in time or over time.
The transaction price is the amount of consideration to which the Group or the Company expect to be entitled in exchange for transferring
the promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example some sales taxes). The
amount of variable consideration included in the transaction price is estimated by the Group and the Company using the expected value or
the most likely amount method.
The Group and the Company recognizes revenue when or as it satisfies the performance obligations of a
contract by delivering the promised goods or services to the customer. The Group and the Company have transferred control of the goods or
services when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits from the goods or services
or to restrict the access of other parties to those benefits. Control may be transferred at a point in time or over time.
Revenue from the sale of goods or services is recognized when control of the goods/services is transferred to the customer, usually upon
delivery, and there is no outstanding performance obligation that could affect the customer's acceptance of the goods/services.
A receivable from a customer is recognized when there is an unconditional right for the Group or the Company to receive the consideration
for the performance obligations of the contract satisfied.
If the Group or the Company perform by transferring goods or services to a customer before the customer pays consideration or before
payment is due, i.e. when the goods or services are transferred to customer before the Group or the Company is entitled to issue an invoice,
the Group or the Company recognize a contract asset.
If a customer pays consideration (advances), or the Group or the Company has a right to an amount of consideration that is unconditional
(deferred revenue), before the Group or the Company transfers a good or service to the customer, the Group or the Company present the
contract as a contract liability when the payment is made or the payment is due (whichever is earlier). The contract liability is derecognized
once the goods or services are transferred to the customer and revenue is recognized.
The costs incurred in obtaining or fulfilling a contract are recognized as an asset when incurred and are amortized on a systematic basis
consistently with the transfer to the customer of the goods or services to which the asset relates.
The below information is provided about the nature and timing of the satisfaction of performance obligations in contracts with customers,
including significant payment terms, and the related revenue recognition policies per revenue stream / business segment of the Group:
Commercial activities
Trading activities relate to sales of goods primarily to wholesale customers. In this case, the relevant performance obligation is fulfilled upon
delivery of the goods to the customer's premises. Sales invoices are issued upon delivery of the goods and are payable in 60 days on average.
Customers are granted turnover discounts in accordance with the terms of the relevant commercial agreements. Rebates are generally
provided through the issue of credit invoices on a periodic basis. Returns are not accepted for wholesale customers based on the policy of
the Group.
Sales of goods are recognized when the Group or the Company deliver the goods to the customers and they are accepted. Discounts are
accounted for at the end of the fiscal year as a deduction from revenue, either through the issue of the relevant credit invoice, or through a
discounts allowance assessed taking into account the actual turnover and the terms of the commercial agreements, in case the relevant credit
invoices are issued at a later date.
Postal services
Postal services refer to transportation of any kind and by any means on behalf of customers. Courier services are provided either by the
network of the Group or through third-party couriers that cooperate with the Group (agents). The performance obligation is satisfied by
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
131
providing the transportation service to the end-consumer on behalf of the customer. Billing is done on a monthly basis by the Group to the
customers based on actual data regarding the volume of transportation itineraries with the average repayment period ranging from 0 to 2
months. Commissions to agents are also invoiced on a monthly basis and are recognized by the Group as part of the cost of goods sold.
Discounts are provided by the Group to customers through credit invoices based on the individual terms of the relevant contract. The Group
recognizes the revenue from courier services upon billing at the end of each month. Payment and turnover discounts are accounted for
through provisions at the end of each month, which are settled at a later stage with the issuance of the relevant credit notes.
Production of electric power from renewable energy sources
The energy produced from the operation and exploitation of power plants from renewable energy sources ('RES') is sold by the Group
exclusively to the RES Administrator (D.A.P.E.E.P.) in accordance with the current legislative and regulatory framework. The relevant
performance obligation is fulfilled by the Group when the electric power is released onto the network. Invoicing is done monthly based on
the data provided by the Administrator for the kWh released during the month and the relevant contractual prices. The contractual payment
period is at 20 days from invoice issue date. Revenue is recognized by the Group upon billing.
Information technology services – Production of software programs
The production of software programs concerns the deployment of relevant projects for clients in the public and private sector. The relevant
contracts are fixed price and provide for a deployment period of 1-3 years on average. The terms of payment vary and are determined on a
case-by-case basis, while advance payments from customers are frequent based on the terms of the respective contract.
The performance obligations for such contracts are satisfied over time and therefore the Group recognizes revenue over time by measuring
the progress towards complete satisfaction of performance obligations with the use of a cost-based input method. The satisfaction of the
performance obligations over time is based on the fact that the performance of the Group creates or enhances an asset that the customer
controls as the asset is created or enhanced, the performance of the Group does not create an asset with an alternative use to the Group, as
the customer specifies the technical characteristics of the asset to be delivered, and the Group has an enforceable right to payment for the
performance completed to date. Further to that, for some projects, the customer simultaneously receives and consumes the benefits
provided by the Group’s performance as the Group performs, condition that supports the principle of revenue recognition over time followed
by the Group.
The stage of completion is calculated based on the actual costs incurred till the end of the reporting period as a percentage of the total
budgeted costs for each project. Costs are recognized in the period in which they are incurred. The revenue recognized is reassessed monthly.
When the outcome of a contract cannot be reliably estimated, revenue is recognized only to the extent that the costs incurred are likely to
be recovered. When it is probable that the total cost of the contract will exceed the total revenue, then the expected loss is recognized
immediately in profit or loss as an expense.
The Group's contract assets and liabilities related to software deployment contracts are presented in the Statement of Financial Position
under caption "Contract assets" and "Contract liabilities".
Information technology services – Times & Means contracts
The Times & Means contracts relate to software deployment/support services by defining the general framework of cooperation, the period,
the cost per man-hour, the engineer profiles required, the terms of invoicing, payment etc. The services agreed-upon in these contracts are
provided only on a customer request basis and each request is being treated as a distinct contract/project by the Group. Customer requests
are processed immediately, service delivery time is usually short (1-2 days) and there is no time lag between delivery and invoicing (billing
done upon completion of service).
For these contracts there is no predetermined overall contractual scope and price, resulting in the total amount of revenue that the contract
will end up being unknown in the beginning of the contract. These contracts shape a framework for cooperation between the Group and the
client and in some cases specify a price cap beyond which their extension is not allowed. The satisfaction of the relevant performance
obligation therefore occurs at a point in time upon transfer of the relevant service / asset to the customer in accordance with his request and
with any terms set out in the contract. Furthermore, for these contracts, invoicing, and therefore revenue recognition, takes place
immediately upon transfer of the relevant asset / service to the customer.
Information technology services – IT maintenance services
This revenue stream concerns rendering of maintenance services for soft- and hardware IT equipment. The relevant contracts have an average
duration of 2 years. Performance obligations are satisfied upon provision of the maintenance services on a monthly basis and subsequent
acceptance by the customer.
Revenue from the provision of maintenance services is recognized in the period in which the services are rendered. Revenue is recognized on
a straight-line basis by apportioning the total transaction price over the months of contract duration.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
132
(b)
Interest income
Interest income is recognized on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group
reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate
of the instrument and continues unwinding the discount as interest income. Afterwards, interest is calculated by using the same rate on the
impaired value (new carrying amount).
(c)
Dividends income
Dividend income is recognized in profit or loss when the Company’s right to receive payment of the dividend is established (upon ratification
from the Shareholders’ Meeting), it is probable that the economic benefits associated with the dividend will flow to the entity and the amount
of the dividend can be measured reliably.
3.22
Leases
Lessee accounting
Leases are recognized in the statement of financial position as a right-of-use asset and a lease liability at the date on which the leased asset
becomes available for use.
Each lease payment is split into liability and finance cost. Finance cost is charged to the profit or loss throughout
the lease. Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic interest rate for
the remaining balance of the lease liability in each period.
At the commencement date, the lease liability is measured at the present value of the following lease payments that are not paid at the
commencement date:
•
fixed payments (including in-substance fixed payments), reduced by any receivable lease incentives
• variable lease payments, which depend on an index or rate, initially measured by using the index or rate on the commencement date of the
lease
•
the amounts expected to be paid by the Group based on residual value guarantees
• the exercise price of purchase option, if it is reasonably certain that the Group will exercise this option, and
•
the payment of penalty for the termination of the lease, if the lease term reflects the Group exercising an option to terminate the lease.
The initial measurement of the lease liability includes the rents concerning extension rights, which is reasonably certain that they will be
exercised. Rent payments are discounted using the interest rate implicit in the lease. If this interest rate cannot be directly determined, the
lessee’s incremental borrowing rate of interest is used, that is, the interest rate that would be charged to the lessee, if they borrowed the
necessary funds for the purchase of an asset of similar value with the asset with right of use, for a similar period, with similar guarantees and
in a similar economic environment. The cost of the right-of-use asset consists of:
a. the amount of initial measurement of the lease liability
b. any lease payments made on the date of commencement of the lease or earlier, less any lease incentives received
c. any initial direct expenses incurred by the lessee and
d. estimate of the cost to be incurred by the lessee, in order to dismantle and remove the underlying asset, to restore the site on which it had
been installed or to restore the underlying asset to the condition provided for by the terms and conditions of the lease.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
133
The right-of-use asset is depreciated on a straight-line basis over the shortest between the lease term and useful life of the asset. The
payments relating to short-term leases or leases of underlying assets of low value (< Euro 5.000) are recognized on a straight-line basis as
expenses in profit or loss.
Short-term leases are leases with a twelve-month duration or less. Low value assets include IT equipment. Extension and termination rights
are included in leases of property and equipment in the entire Group. These are used for the maximization of business flexibility regarding
the management of assets used in the activities of the Group. Most of the extension and termination rights exercised may be exercised only
by the Group and not by the relevant lessor.
Lessor accounting
On lease inception date, the Group or the Company, when acting as a lessor, classifies each of its leases as either an operating or a finance
lease.
(i)
Finance Lease
At the commencement date of a finance lease, the lessor derecognizes the carrying amount of the underlying assets in its statement of
financial position and recognizes a receivable at an amount equal to the net investment in the lease with any resulting loss or gain recognized
in profit or loss. The net investment in the lease is recognized as the present value of the future lease payments in the same way as described
above for the lessee. After commencement of the lease, the Company recognizes finance income over the lease term based on a pattern
reflecting a constant periodic rate of return on the lessor’s net investment in the lease. The Company also recognizes income from variable
lease payments that were not included in the net investment in the lease. After lease inception, the net investment in the lease is not being
remeasured, unless the lease is modified or the lease term is amended.
(ii)
Operating Lease
The Company continues to recognize the underlying asset on its statement of financial position and does not recognize a receivable equal to
the net investment in the lease. Lease payments from operating leases are recognized as income on a straight-line basis. Costs incurred in
earning the lease income, including depreciation, are recognized as expense. The Company adds initial direct costs incurred in obtaining an
operating lease to the carrying amount of the underlying asset and recognize these costs as an expense over the lease term on the same basis
as the lease income.
3.23
Dividend distribution
Dividend distribution to the Company’s shareholders is recognized as a liability in the Group’s financial statements in the period in which the
dividends are approved by the Company’s shareholders.
3.24
Fair value measurement for financial and non-financial assets and liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date in the principal market or, in the absence of a principal market, in the most advantageous market for that asset or
liability.
Τhe fair value of a liability represents the risk of default
.
The financial assets and liabilities in the statement of financial position which are measured at fair value, are grouped based on a fair value
hierarchy of three levels. The levels are determined based on the quality/nature of the inputs used in measuring the fair value of the financial
assets and liabilities. The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
Some of the Group's accounting policies and disclosures require fair value measurement, for both financial and non-financial assets and
liabilities. If available, the Group assesses the fair value of a financial and non-financial instrument using market prices traded in an active
market for that instrument. A market is considered active if the asset or liability is traded at a sufficient frequency and volume to enable
valuation data to be derived on an ongoing basis. In case there is no price in an active market, the Group uses valuation methods that maximize
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
134
the use of observable data input and minimize the use of non-observable date input. The chosen valuation method incorporates all the
parameters that would be taken into account by market participants when valuing a transaction.
3.25
Non-current assets held for sale and discontinued operations
The Group classifies a non-current asset (or disposal group) as held for sale if the carrying amount will be recovered principally through a sale
transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in
its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be
highly probable.
The Group measures a non-current asset (or disposal group) classified as held for sale at the lower of its carrying amount and fair value less
costs to sell. A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for sale, and
represents a separate major line of business or geographical area of operations, as part of a single coordinated plan to dispose of a separate
major line of business or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale.
The Group discloses separately in the statement of comprehensive income the post-tax profit or loss of discontinued operations and the post-
tax gain or loss recognized on the measurement to fair value less costs to sell or on the disposal of the assets or disposal group(s) constituting
the discontinued operation.
3.26
Share based payments
The Group has implemented equity-settled share-based payment for its Senior Executives. In particular, under the existing agreements,
Senior Executives of the Group are granted the right to receive equity instruments (shares) of the Parent Company, provided that certain
vesting conditions have been fulfilled. The existing equity-settled share-based payment is not settled in cash. Holders of such equity
instruments are entitled to receive dividends relating to the vesting period when they receive the equity instruments. The value of the
services of the executives, at the date when the shares to which they are entitled are granted, is recognised in accordance with IFRS 2.
Pursuant to IFRS 2, the Company recognizes in the corporate financial statements a long-term receivable due to intragroup charges with a
corresponding increase in corporate equity.
Accordingly, in the consolidated financial statements it recognizes as an expense in the consolidated results with a corresponding increase
in consolidated equity during the period in which the services are received against which the rights are granted. Estimates of the number
of options expected to be exercised are revised if there is any indication that the number of stock options expected to vest differs from
previous estimates. Any adjustment to the cumulative share-based payment resulting from a revision is recognised in the current period.
As from 2022, the Group's Board of Directors has implemented a variable remuneration scheme for senior executives, which was approved
by the Company's Annual General Meeting on 15 June 2023 (grant date), whereby 30% of the variable remuneration for the relevant
reporting year is awarded in shares of the Company upon the achievement of the Company and the Group's financial and non-financial
objectives over a three-year period. Under the terms of the scheme, intragroup charges will be made by the Company to Group companies
for executives who are not paid by the Company.
In accordance with the Procedure for the Allocation of Shares to Senior Executives as approved by the Board of Directors, the following
procedure is followed for the calculation, the vesting (Granted Shares) and the final allocation of shares (Vested Shares) to the Senior
Executives:
1.
Under the Variable Remuneration Scheme for Senior Executives, 30% of the variable remuneration for each reporting year is
awarded in shares of the Company upon the achievement of additional three-year objectives. The achievement of the objectives in each
reporting year is assessed, i.e., in the 2022 reporting year for the three-year period 2022-2024 and in the 2023 reporting year for the three-
year period 2023-2025, and said 30% is calculated as deferred variable remuneration. The senior executive has an unconditional right to
dispose of the shares after the vesting conditions have been satisfied, i.e., after completion of the first year of service. Given the departure
conditions that allow an employee to retain his or her full right, as determined in the reporting year, if he or she leaves at any time after
the reporting year the vesting period will be one year.
Specifically:
(i) in the event of departure without good reason, the Senior Executive will receive the total amount set out in the variable remuneration
scheme up corresponding to the date of departure as if the objectives for the year had been achieved, as well as any other award agreed.
Therefore, any payment already vested will be paid in full.
ii) In the event of resignation/departure, the Senior Executive will receive the amount set out in the variable remuneration scheme fees
that has already been vested. Therefore, the vesting period of the scheme expires at the end of the reporting year given that no further
service is required thereafter under the 'good leaver' clause. Performance in subsequent years will not affect the level of this vesting as
there are no further conditions to this arrangement. The accounting charge is fully recognised in the reporting year of each three-year
scheme.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
135
2.
Upon finalization of the annual financial statements of the Company and the Group companies, the exact number of Granted
Shares that each Senior Executive is entitled to receive in the future is calculated based on the average closing price of the Company's share
on the Athens Stock Exchange during the last (5) five business days of the reporting year (i.e., the year to which the calculation of the
granted shares that each Senior Executive is entitled to receive in the future relates, which correspond to 30% of his/her variable
remuneration).
At the time when the shares are allocated (transferred) to the Senior Executives, the amounts corresponding (to the number of such shares
allocated-transferred) to any dividends and capital repayments paid during the three-year period under consideration (e.g., 2023-2025 and
until the allocation of shares to each Senior Executive by the Company), which correspond to the shares to be transferred to each Senior
Executive are also paid.
3.
The Remuneration Committee, the Board of Directors and the General Meeting of the Company shall approve the number of
Granted Shares that the Senior Executives may receive at the end of the three-year period. Within one month upon such approval, the
Senior Executives will receive a certificate, which shall include the maximum number of shares and the terms and conditions applicable
under the Variable Remuneration Scheme for Senior Executives, in order to receive the shares at the end of the scheme.
4.
The Company, through its competent corporate bodies, at the end of the three-year period, shall evaluate the achievement of
the additional objectives, in accordance with the provisions of the Variable Remuneration Scheme for Senior Executives, and shall calculate
the exact number of Vested Shares to which the Senior Executives are entitled.
5.
The competent corporate bodies of the Company shall calculate the exact number of shares and proceed to purchase the shares
and allocate them free of charge to the respective Senior Executives.
6.
The Senior Executives entitled to such Granted Shares, shall receive a separate pays in hard copy from the Group's subsidiaries
to which they belong, which shall clearly indicate the date and number of the Vested Shares, as well as the value of the vested shares at
the time of their final allocation.
This scheme is considered a voluntary benefit, paid at the Company's discretion, without prejudice to the Company's right to revoke, amend
or abolish it at any time, without however, the exercise of the Company's right of revocation, affecting any vested rights.
With respect to the scheme, as of 31 December 2023 the Renumeration Committee and the Board of Directors have submitted a
proposal/recommendation, which is subject to approval by the Annual General Meeting of Shareholders. Moreover, as at 31 December
2023, the calculation of the exact number of granted shares that each executive is entitled to receive in the future is also pending, as this
is also dependent on the achievement of additional objectives over a three-year period ending after 31 December 2023. The maximum
number of shares provided for in the Variable Remuneration Scheme for Senior Executives for 2023 is 195,362 shares, which will be
allocated in 2026. The value of these shares amounts to EUR 1,089 thousand.
Similarly, the scheme relating to the previous fiscal year 2022 has been approved by the Ordinary General Meeting of Shareholders that
convened on 15 June 2023. The maximum number of shares approved by the General Meeting under the Variable Remuneration Scheme
for Senior Executives for 2022 is 233,815 shares whose value amounts to EUR 1,096 thousand and will be allocated within 2025. The
calculation of the exact number of granted shares each executive is entitled to receive in the future is pending, as this is also dependent on
the achievement of additional objectives over a three-year period ending after 31 December 2022.
The total expense over the vesting period is calculated on the basis of the best estimate of the number of shares expected to vest. The
actual carrying value for the scheme in 2022 and 2023 will be determined on the basis of the actual amount calculated on the basis of the
2022 performance for the 2022-2024 scheme and on the basis of the 2023 performance for the 2023-2025 scheme.
Therefore, based on the above estimate and in accordance with IFRS 2, the Company in the year ended on December 31, 2023, has
recognized in the corporate financial statements a long-term receivable due to intragroup charges of EUR 2,185 thousand with a
corresponding increase in corporate equity.
Accordingly, in the consolidated financial statements the Company has recognized as an expense the amount of EUR 1,089 thousand (2022:
EUR 1,096 thousand) in the consolidated results with a corresponding increase in consolidated equity.
Record date
Number of
shares
Vesting period
15 June 2023
233.815
1 year
31 December 2023
195.362
1 year
Total at 31 December 2023
429.177
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
136
3.27
Differences due to rounding
Any differences observed between amounts presented in the financial statements and the corresponding amounts in the notes have resulted
due to rounding.
4.
Financial risk management
4.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange, interest rate risk and price risk), credit
risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize
potential adverse effects on the financial performance of the Group and the Company.
Risk management is carried out centrally by the Finance Department under policies approved by the Board of Directors. The Board of Directors
provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk,
interest rate risk and credit risk.
(a)
Credit risk
Credit risk management
Credit risk consists of the probability that a third party causes financial damage to the Group and the Company by failing to fulfill their
contractual obligations. The book value of the financial assets of the Group and the Company at the reporting date reflects the maximum
credit risk the Group and the Company are exposed to on that date.
The Group and the Company implement a specific credit policy that focuses on the evaluation of the creditworthiness of customers on the
one hand, and on the effective management of trade receivables before they reach their due date on the other hand, covering cases of
overdue or doubtful receivables as well. Indicative practices in this respect concern the use of credit insurance where possible, the
prepayment of orders from customers and potentially the use of guarantees/collaterals.
For the purposes of credit risk monitoring, customers are grouped under criteria such as customer category, credit risk characteristics, age of
receivable balances and any collectability issues that may have arisen in the past. In the context of IFRS 9, the Group applies the simplified
approach for the impairment of trade receivables and calculates expected credit losses throughout the lifetime of receivables.
In the context of determining the risk of default during the initial recognition of trade receivables, the Group defines default based on the
following general criteria:
- 90 days or more since the receivable became overdue and
- the debtor is unable to fully repay his credit obligations to the Group without the Group's recourse to actions such as the liquidation of
guarantees (if any)
With reference to the 90-day period limit, this may vary, as considered appropriate depending on the individual characteristics of the
customers and/or of each Group company.
With reference to the write-off policy implemented by the Group, a financial asset is written off when there are no reasonable prospects of
recovering it either in whole or part of. The Group conducts a relevant assessment on a customer level regarding the amount and timing of
the write-off assessing whether there is a reasonable expectation of recovery of the relevant receivable amount.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
The following ratios may be also used for the evaluation of the risk of default and/or write-off of customers’ balances:
-
debt to equity ratio
-
return on capital employed
-
profit margin
-
current ratio
Regarding financial assets that have been written off, the Group has no reasonable prospects of recovering them, however these could
potentially be subject to enforcement proceedings initiated by the Group as part of the efforts for the collection of overdue balances.
On each balance sheet date, the Group conducts an impairment test on trade receivables setting up a provision matrix whereby the expected
credit losses are calculated by customer category and based on historical data adjusted, when necessary, for future financial prospects
relevant to the customers and the economic environment in general. The cash and cash equivalents of the Group and the Company are mainly
invested in customers with a high credit rating and for a limited period.
st of
There are no material overdue and non-impaired balances of trade receivables for the Group or the Company on the 31
December 2022.
The impaired trade receivable balances concern primarily customers that face liquidity issues, however part of these is expected to be
recovered.
Impairment of financial assets
The Group and the Company have the following financial assets in the scope of the expected credit losses model:
-
Trade receivables
-
Lease receivables
-
Contract assets
The relevant carrying amounts as of 31 December 2023 and 31 December 2022 are as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Trade receivables (Note 19)
222.245
163.354
968
124
Receivables from related parties (Note 37)
729
4.028
224
9.163
Less: Impairment provision
(38.121)
(38.186)
(25)
(25)
184.853
129.196
1.167
9.262
eceivables (Note 13)
1.802
2.550
-
-
Contract assets (Note 19a)
37.805
40.169
-
-
The Group follows the simplified approach of IFRS 9 for the estimation of expected credit losses. In accordance with this, at each reporting
date the Group measures the loss allowance for a financial instrument at an amount equal to lifetime expected credit losses without assessing
changes in the credit risk since initial recognition.
Despite of the fact that cash and cash equivalents also fall within the scope of IFRS 9 for impairment purposes, the relevant impairment loss
has been assessed as immaterial, as the Group and the Company maintain the cash and cash equivalents in reliable European financial
institutions.
The receivables from finance leases have not been evaluated as being subject to significant credit risk, as they relate to sublease of property
by subsidiary ACS to the network of agents with which it cooperates (Note 13).
137
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
138
With regards to the contract assets of the Group, Management has evaluated that no impairment is required as of 31 December 2023 and 31
December 2022.
Regarding trade receivables and due to the diversification of the Group's operations, two different approaches have been adopted within the
Group in terms of the estimation of expected credit losses, specifically either based on the credit rating or based on the age of the trade
receivables, as further presented in the tables below:
31 December 2023
Credit rating
Weighted average
loss rate
Gross carrying
amount
Insured amount
Impairment
provision
Very low credit risk
01-20
0%
2.247
1.956
-
Low credit risk
21-40
0%
15.339
14.418
15
Medium credit risk
41-60
3%
29.195
17.631
837
High credit risk
61-80
5%
44.299
32.300
2.067
Very high credit risk
81-100
100%
24.234
0
24.211
115.314
66.305
27.130
31 December 2022
Credit rating
Weighted average
loss rate
Gross carrying
amount
Insured amount
Impairment
provision
Very low credit risk
01-20
0%
2.207
1.444
0
Low credit risk
21-40
0%
6.933
6.468
11
Medium credit risk
41-60
2%
37.676
26.774
897
High credit risk
61-80
7%
26.543
18.620
1.832
Very high credit risk
81-100
99%
24.715
31
24.385
98.074
53.337
27.125
31 December 2023
Weighted average
loss rate
Gross carrying
amount
Impairment
provision
Current (not past due)
0%
18.139
57
1-30 days past due
1%
45.258
670
31-60 days past due
1%
20.769
309
61-90 days past due
2%
7.636
137
More than 90 days past due
62%
15.859
9.819
107.661
10.992
31 December 2022
Weighted average
loss rate
Gross carrying
amount
Impairment
provision
Current (not past due)
0%
14.175
0
1-30 days past due
3%
31.963
853
31-60 days past due
7%
7.948
583
61-90 days past due
8%
2.170
165
More than 90 days past due
72%
13.051
9.461
69.307
11.061
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
The movement of the impairment provision for trade receivables in presented below:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at 1 January
38.186
30.265
25
25
Additional provision for the year
(97)
15
-
-
Write-off of receivables
(2)
(650)
-
-
Unused provision reversed
-
(44)
-
-
Reclassifications
-
74
-
-
Foreign exchange differences
-
4
-
-
Acquisition of a subsidiary
35
8.522
-
-
Balance at 31 December
38.122
38.186
25
25
There are not any material overdue trade receivable balances for the Group or the Company that have not been impaired as of 31 December
2023.
Impairment losses are recognized in profit or loss. Subsequent collections of receivables that have been previously written-off are credited
in profit or loss.
(b)
Liquidity risk
Liquidity risk is defined by the Group or Company, as the risk of inability to meet financial obligations when required.
For the purposes of monitoring and management of liquidity risk, the companies of the Group prepare forecasts for future cash flows on a
regular basis. Liquidity risk is kept at low levels by maintaining adequate cash and cash equivalents and credit lines, in order to ensure
satisfaction of financial obligations expiring during the next 12 months.
The following table shows the maturity analysis of the financial liabilities of the Group:
31/12/2023
<1 year
1-2 years
2-5 years
Over 5 years
Total
Loans and borrowings
78.535
9.832
38.654
11.108
138.129
Lease liabilities
6.056
6.008
11.565
9.391
33.020
Trade and other payables
196.734
683
-
-
197.417
281.325
16.523
50.219
20.499
368.566
31/12/2022
<1 year
1-2 years
2-5 years
Over 5 years
Total
Loans and borrowings
65.311
11.216
47.409
15.565
139.501
Lease liabilities
5.281
5.313
10.831
7.782
29.207
Trade and other payables
197.399
1.118
-
-
198.517
267.991
17.647
58.240
23.347
367.225
(c) Market Risk
Market risk is defined as the risk that market prices fluctuations, i.e. fluctuations in foreign exchange rates, interest rates and share prices,
will cause fluctuations in the value of the Group’s and the Company’s financial assets. The effective management of market risk is essentially
the ability to manage and maintain the exposure for the Group and the Company at an acceptable level.
In addition, the market and the economy overall will be negatively impacted due to the energy crisis and the Russia-Ukraine conflict which is
expected to decrease the disposable income with a corresponding negative effect on consumption.
The components of market risk, as well as the specific risk management strategies employed by the Group and the Company, are outlined
below:
139
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
(c1)
Interest rate risk
As neither the Group nor the Company have material interest-bearing assets, except for some limited time deposits, the income of the Group
and the Company are not significantly impacted by changes in interest rates. The exposure to interest rate risk for borrowings relates to the
risk that the net cash flows from borrowings decrease as a result of changes in interest rates.
Management constantly assesses the interest rate trends in conjunction with borrowing needs.
The following table shows the Group’s exposure to interest rate risk:
Increase /
Effect on profit
Year
Decrease in basis
before tax
points
2023
-0,25%
317
-0,50%
633
-0,75%
950
-1,00%
1.267
0,25%
(317)
0,50%
(633)
0,75%
(950)
1,00%
(1.267)
2022
-0,25%
259
-0,50%
518
-0,75%
777
-1,00%
1.036
0,25%
(259)
0,50%
(518)
0,75%
(777)
1,00%
(1.036)
The sensitivity analysis above concerns changes in Euribor rates.
(c2) Foreign exchange risk
The Group operates in Europe and consequently the biggest part of the Group’s transactions is conducted in Euro. However, part of inventory
purchases is done in US Dollar. Early repayment of suppliers’ balances in foreign currency significantly reduces exposure to foreign exchange
risk. The Group also pre-purchases foreign currency on an ad-hoc basis and does not conclude foreign exchange future contacts.
(d)
Economic conditions risk - macroeconomic business environment in Greece
The financial risks that have arisen globally, following the increase in interest rates, the turmoil in the global energy market and the
subsequent increase in the prices of raw materials, together with the significant geopolitical instability, have negatively impacted the
macroeconomic conditions worldwide, Greece included.
Management constantly assesses the potential impact of any changes in the macroeconomic and financial environment in Greece to ensure
that all necessary actions and measures will be taken to minimize any impact on the Group's activities. The current conditions of the
increasing inflation rate and the steep increase in the prices of energy have affected the financial and operational performance of the Group,
however, and based on the latest evaluation, management has reached the conclusion that no additional impairment provisions are required
st
for its financial and non-financial assets as of 31
December 2023.
More specifically, the Group is constantly assessing:
• The ability to repay or refinance the existing borrowings, as there is sufficient cash and the Group is not exposed to significant short-term
borrowing.
• The collectability of trade receivables in the context of the strict credit policy implemented and for credit insurance purposes.
140
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
• The maintenance of the level of sales due to the dispersion of its activities.
• The recoverability of the value of tangible and intangible assets.
(e)
Capital Risk Management
The objective of the Company when managing capital is to safeguard the ability of the Group to continue operating in providing returns for
shareholders and for other stakeholders and to maintain an optimal capital structure in order to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets in order to decrease debt.
Following market practices, the Company monitors its capital structure by using the leverage ratio. The leverage ratio is calculated as total
debt (long and short-term borrowings and lease liabilities) less cash and cash equivalents, divided by total equity plus total debt.
The leverage ratio of the Group on 31 December 2023 and 31 December 2022 are presented below:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Total borrowings (Note 23)
138.130
139.501
-
-
Lease liabilities (Note 42)
33.020
29.207
398
1.646
Less : Cash and cash equivalents (Note 20)
(121.115)
(168.196)
(10.415)
(26.403)
Net Debt
50.035
512
(10.017)
(24.757)
Total equity
262.330
238.724
144.740
155.312
Total capital employed
312.365
239.236
134.723
130.555
Leverage ratio
16,02%
0,21%
-7,44%
-18,96%
4.2
Non-financial risks
In addition to the financial risks, the Group also focuses on non-financial risks related to specific issues, some of which have been identified
as critical in the context of sustainable development. These issues concern the full compliance with the legislation and the implementation
of corporate governance policies, human resources, the environmental impact of the companies' activity, the supply chain and the evolution
of the companies in the market in which they operate.
(b)
Risks to the security of personal data
Companies face risks regarding the security of their systems and infrastructure, which could affect the integrity and security of any form of
information they manage, such as personal data of customers, associates or employees, and confidential corporate information.
The Company collects, stores and uses data in the normal course of its operations and protects them in accordance with the data protection
legislation.
On 27 April 2016, the European Parliament and the European Council adopted the Data Protection Regulation (EU) (2016/679) ("Data
Protection Regulation"). The Data Protection Regulation contains extensive obligations for companies in relation to procedures and
mechanisms for processing personal data and rights of data subjects and in cases of violation allows the supervisory authorities to impose
fines of up to 4% of the annual global turnover of the Group (or Euro 20 million whichever is greater). The Data Protection Regulation entered
into force on 25 May 2018 after a transitional period of two years.
In order to reduce the relevant risks, the Group in 2018 has established the Data Protection Division that develops all necessary policies and
procedures, oversees their implementation, designs new systems and security infrastructure and evaluates their effectiveness and
compliance with the regulatory framework for the protection of personal data.
(c) Impact of climate-related matters
141
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
142
Realizing the responsibility of its companies around environmental issues, the Group has adapted its business practices to the needs of
environmental protection and the saving of natural resources. This has led to the adoption of an ESG strategy for the environment which, in
the long run, is expected to provide cost savings for the Group's companies (reduction of energy consumption, focus on the circular economy
model, replacement of the leased vehicles fleet with environmentally friendly ones upon expiration of existing lease contracts etc.). Based
on the nature of the group activities, no significant exposure to environmental risks has been assessed. It should also be noted that the
increasing awareness on the protection of the environment has boosted the demand for the products of some of the Group's IT companies,
in the context of their customers' efforts to reduce their own environmental footprint (enhancement of the digitalization process, automation
solutions, cloud distribution etc.), a trend which is expected to strengthen further in the future. Regarding the financial and the non-financial
assets of the Group, Management has assessed that no material exposure to climate-related risks exists and has therefore concluded, that
no adjustments to the carrying amounts of the assets or to the judgments/assumptions made in the context of IFRS is required as of 31
December 2023, as a direct consequence of climate-related risks.
5.
Critical accounting estimates and judgments of management
Estimates and judgements of management are being continuously evaluated and are based on historical experience and other factors,
including expectations for future events which are believed to be reasonable under the current circumstances.
Critical accounting estimates and judgements
The Group and the Company make estimates and judgements about the future. The estimates and judgements that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next 12 months concern:
(a) Assessment of goodwill impairment
The impairment test on goodwill is performed annually according to the accounting policy described in Note 3.8 (a). The recoverable amount
of each cash generating unit, over which goodwill has been allocated, has been determined based on value in use calculations. These
calculations require the use of estimates (refer to Note 8).
(b) Assessment of trade receivables impairment
The Group and the Company follow the simplified approach of IFRS 9 for the estimation of the expected credit losses on trade receivables,
based on which the impairment allowance is based on the lifetime expected credit losses on trade receivables. The assessment of expected
credit losses is based on past experience adjusted by expectations around the future financial ability of customers and the future conditions
prevalent in the economic environment. These estimates are highly subjective and entail the exercise of judgement by management (refer
to Note 19 and 4.1 a).
(c) Assessment of investments impairment (separate financial statements of the Company)
The Company assesses on each reporting date whether there are any indicators for impairment / reversal of impairment of investments in
subsidiaries. When impairment indicators exist, the Company performs an impairment review in accordance with the accounting standards
requirements. The determination of the recoverable amount of each subsidiary is based on the estimation of the future cash flows which
depend on several assumptions regarding, among others, the sales future growth rate, future costs and an appropriate discount rate (refer
to Note 11).
(d)
Retirement obligations
The present value of retirement obligations depends on a number of factors that are determined using actuarial methods and assumptions.
Such actuarial assumption is the discount rate used to calculate the cost of the benefits. Changes in these assumptions will change the present
value of the obligations presented on the statement of financial position.
The Group and the Company determine the appropriate discount rate at the end of each year. This is defined as the rate that should be used
to determine the present value of future cash flows, which are expected to be required to meet the obligations of the pension plans. Low risk
corporate bonds are used to determine the appropriate discount rate, which are converted to the currency in which the benefits will be paid,
and whose expiry date is approaching that of the related pension obligation.
Other significant assumptions used are partially dependent on current market conditions. Please refer further to Note 24.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
143
(e)
Estimates around recognition of revenue from contracts with customers
Revenue from contracts with customers, for which a specific transaction price has been predetermined with the customer (fixed price) and
which must be performed within a specific time frame, is recognized over time as the Group transfers control of the goods or services. The
Group measures progress towards satisfaction of performance obligations for each contract using the input method. In the input method,
the revenue recognized in any given accounting period is based on estimates of the total estimated contract costs. Estimates are continually
reassessed and revised as necessary throughout the life of the contract. Any adjustments to revenues and earnings resulting from changes in
the underlying estimates are accounted for in the period when the change in the estimate incurred. When estimates indicate that a loss will
arise from a contract upon completion, a provision for the expected loss is recognized in the period when such evidence arises. Management
assesses the progress of long-term projects, that exceed one year in duration, against the budget. When the outcome of a contract can be
estimated reliably, contract revenue and expenses are recognized over the contract term as revenue and expense, respectively. The Group
uses the percentage-of-completion method to determine the appropriate amount of income and expense to recognize in a particular period.
The stage of completion is measured based on the costs incurred up to the reporting date in relation to the total estimated costs for each
contract.
For determining the cost incurred by the end of the year, any costs related to future work to fulfill the contract are excluded and shown as
work in progress. The total cost incurred and the profit / loss recognized for each contract is compared with the progressive billings until the
end of the year.
(f)
Provisions for liabilities and onerous contracts
The Group and the Company examine on each reporting date whether events have occurred that could cause a loss for the Group or the
Company and proceeds with an assessment and accounting for a provision. To assess the amount to be provided, all available information on
future development of income and expenses is taken into account.
Provisions are discounted to present value when the effect of the time value of money is assessed as material, using a pre-tax discount rate
that reflects current market conditions. Please refer further to Note 44.
(g)
Provision for income taxes
The provision for income taxes in accordance with IAS 12 “Income taxes”, are the amounts expected to be paid to the taxation authorities
and includes provision for current income taxes reported and the potential additional tax that may be imposed as a result of audits by the
taxation authorities. Group entities are subject to income taxes in various jurisdictions and significant management judgment is required in
determining provision for income taxes. Actual income taxes could vary from these estimates due to future changes in income tax law,
significant changes in the jurisdictions in which the Group and the Company operate, or unpredicted results from the final determination of
each year’s liability by tax authorities. These changes could have a significant impact on the Group’s and the Company’s financial position.
Where the actual additional taxes payable are different from the amounts that were initially recorded, these differences will impact the
income tax and deferred tax provisions in the period in which such a determination is made. Further details are provided in Note 30.
(h)
Share-based payment
On 15 June 2023, the Ordinary General Meeting of the Company's shareholders approved a scheme for the free allocation of Company
shares to the executive members of the Board of Directors of the Company and its subsidiaries. In particular, the senior executives of
Group companies will receive part of their remuneration in Company shares, in the event that certain vesting conditions have been
fulfilled. The share-based payment is not settled in cash. Under the terms of the scheme, intragroup charges will be made by the
Company to Group companies for executives who are not paid by the Company.
Services received in exchange for equity-based payments are measured at fair value. The fair value of the services of the executives,
at the date the shares are granted to them, is recognised in accordance with IFRS 2 - "Share-based Payment" as an expense in profit
and loss, with a corresponding increase in equity, during the period in which the services are received in exchange for which the said
shares are granted.
The total expense over the vesting period is calculated on the basis of the best estimate of the number of shares expected to vest. The
fair value of the shares is based on the market price of the Company's shares.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Segment information
6.
Primary reporting format – business segments
For management information purposes, the Group is organised into the following four business segments:
Business segment
Operations
Includes sales of a wide range of products, mostly IT related, such
as IT equipment, Apple and Xiaomi mobile phone devices, air
Commercial activities
conditioning devices and other home appliances
Concerns production and maintenance services of IT software
Information technology services
Relates to rendering of services (courier and post) for the handling
Postal services
of shipments for customers
Relates to production and sale of electric power generated from
Production of electric power from renewable energy sources
renewable energy sources
Management monitors the financial results of each business segment separately.
Β
usiness segments are managed independently. Operating
segments are presented in a manner consistent with the internal information provided to the chief operating decision makers. The chief
operating decision makers are responsible for allocating resources and evaluating the performance of the business segments.
The business segments presented above are the reportable segments of the Group and have arisen from the aggregation of the operating
segments of the Group (individual group companies), as the relevant criteria set out in IFRS 8 “Operating segments” are met. More specifically,
the operating segments within the Group present similar economic characteristics and are also roughly similar in terms of product/services
offered, nature of production processes, customers and distribution channels that they use.
st
st
The financial results for the years ended 31
of December 2023 and 31
of December 2022 per business segment are as follows (under
category unallocated mainly the Company’s activity is included):
1 January to 31 December 2023
Production of
Information
Commercial
electric power
technology
Postal services
Unallocated
Total
Activities
from renewable
services
energy sources
Total gross segment sales
948.610
216.332
150.777
10.297
-
1.326.016
Inter-segment sales
(125.790)
(2.147)
(1.071)
(404)
-
(129.412)
Net sales
822.820
214.185
149.706
9.893
-
1.196.604
Operating profit/ (loss)
27.343
16.704
20.279
6.558
(32)
70.852
Finance (costs) / income
(8.954)
(636)
(607)
(2.007)
263
(11.942)
Profit/ (Loss) before income tax
18.389
16.068
19.672
4.551
231
58.911
Income tax expense
(13.538)
Profit/ (Loss) after tax for the year
45.373
144
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
1 January to 31 December 2022
Production of
Information
Commercial
electric power
technology
Postal services
Unallocated
Total
Activities
from renewable
services
energy sources
Total gross segment sales
829.944
176.959
142.825
10.523
437
1.160.688
Inter-segment sales
(125.893)
(1.092)
(1.063)
(415)
(358)
(128.821)
Net sales
704.051
175.868
141.762
10.108
79
1.031.867
Operating profit/ (loss)
21.306
13.934
19.438
5.739
794
61.211
Finance (costs) / income
(3.437)
(1.138)
(746)
(1.110)
(60)
(6.491)
Share of profit/ (loss) of Associates
-
-
172
-
-
172
Profit/ (Loss) before income tax
17.870
12.796
18.864
4.629
734
54.892
Income tax expense
(12.892)
Profit/ (Loss) after tax for the year
42.000
Production of
Information
Commercial
electric power
2023
technology
Postal services
Unallocated
Total
Activities
from renewable
services
energy sources
Depreciation of property, plant and equipment
1.120
554
2.869
1.025
44
5.612
(Note 7)
Depreciation of right-of-use assets (Note 41)
3.767
1.558
749
139
157
6.370
Amortisation of intangible assets (Note 9)
828
63
264
480
-
1.635
Impairment of receivables
91
(189)
-
-
-
(98)
Production of
Information
Commercial
electric power
2022
technology
Postal services
Unallocated
Total
Activities
from renewable
services
energy sources
Depreciation of property, plant and equipment
805
509
1.926
1.339
31
4.610
(Note 7)
Depreciation of right-of-use assets (Note 41)
3.039
1.322
736
108
57
5.262
Amortisation of intangible assets (Note 9)
344
243
294
738
262
1.881
Impairment of receivables
4
(29)
-
-
-
(25)
Assets, liabilities and equity per segment:
Production of
Information
Commercial
electric power
31 December 2023
technology
Postal services
Unallocated
Total
Activities
from renewable
services
energy sources
Assets
338.088
181.490
107.282
79.375
22.856
729.091
Liabilities
278.630
132.870
34.524
46.970
(26.233)
466.761
Equity
59.458
48.620
72.758
39.930
41.565
262.331
Capital expenditure (Notes 7 & 9)
3.045
2.811
7.248
7.820
402
21.326
Production of
Information
Commercial
electric power
31 December 2022
technology
Postal services
Unallocated
Total
Activities
from renewable
services
energy sources
Assets
301.068
191.421
94.765
79.376
25.231
691.861
Liabilities
252.618
149.671
36.818
48.327
(34.297)
453.137
Equity
48.450
41.749
57.947
31.049
59.529
238.724
Capital expenditure (Notes 7 & 9)
8.319
2.269
12.039
23
20
22.670
Transfers and transactions between segments are conducted at arm’s length.
145
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Geographic segments
The operations of the Group take place mainly in Greece and secondarily in other member countries of the European Union, such as Belgium,
Luxembourg, Cyprus, third countries in Europe and in other places all over the world.
Sales
Total assets
Capital expenditure
1/01/2023-
1/01/2022-
Amounts in '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Greece
881.177
785.418
614.634
631.185
21.272
22.484
Eurozone
305.987
239.771
109.077
58.789
34
177
European countries out of Eurozone
7.936
3.426
5.239
1.773
19
9
Other countries
1.504
3.252
142
114
2
-
Total
1.196.604
1.031.867
729.092
691.861
21.327
22.670
Analysis of sales by category
1/01/2023-
1/01/2022-
Amounts in '000
31/12/2023
31/12/2022
Sales of goods
853.122
724.148
Revenue from services
343.482
307.719
Total
1.196.604
1.031.867
146
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
147
7.
Property, plant and equipment
Property, plant and equipment of the Group and the Company are analyzed as follows:
GROUP
Land and
buildings
Vehicles and
machinery
Buildings
under
construction
Furniture
and fittings
Total
Cost
1 January 2022
37.897
42.442
21.483
40.665
142.487
Additions
850
1.038
9.232
10.837
21.957
Disposals / Write-offs
-
(979)
-
(6.134)
(7.113)
Acquisition of subsidiaries
837
6.210
-
2.003
9.050
Reclassifications
26.309
9.495
(26.309)
(9.495)
-
31 December 2022
65.893
58.206
4.406
37.876
166.381
Accumulated depreciation
1 January 2022
(12.051)
(15.916)
-
(23.745)
(51.713)
Depreciation charge
(644)
(1.796)
-
(2.170)
(4.610)
Disposals / Write-offs
-
978
-
5.934
6.912
Acquisition of subsidiaries
(165)
(2.332)
-
(1.983)
(4.480)
31 December 2022
(12.860)
(19.066)
-
(21.964)
(53.890)
Net book value at 31 December 2022
53.033
39.140
4.406
15.912
112.491
Cost
1 January 2023
65.893
58.206
4.406
37.876
166.381
Additions
3.067
3.475
2.022
6.565
15.129
Disposals / Write-offs
-
(90)
-
(476)
(566)
Acquisition of subsidiaries
50
343
-
582
975
Reclassifications (Note 41)
(1.337)
(322)
-
-
(1.659)
31 December 2023
67.673
61.612
6.428
44.547
180.260
Accumulated depreciation
1 January 2023
(12.860)
(19.066)
-
(21.964)
(53.890)
Depreciation charge
(1.085)
(1.721)
-
(2.806)
(5.612)
Disposals / Write-offs
-
58
-
450
508
Acquisition of subsidiaries
(32)
(34)
-
(506)
(572)
Reclassifications
23
130
-
-
153
31 December 2023
(13.954)
(20.633)
-
(24.826)
(59.413)
Net book value at 31 December 2023
53.719
40.979
6.428
19.721
120.847
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Land and
Vehicles and
Furniture and
COMPANY
Total
buildings
machinery
fittings
Cost
1 January 2022
12.980
321
1.667
14.968
Additions
-
-
15
15
31 December 2022
12.980
321
1.682
14.983
Accumulated depreciation
1 January 2022
(5.627)
(321)
(1.518)
(7.466)
Depreciation charge
(17)
-
(14)
(31)
31 December 2022
(5.644)
(321)
(1.532)
(7.497)
Net book value at 31 December 2022
7.336
-
150
7.486
1 January 2023
12.980
321
1.682
14.983
Additions
87
-
315
402
Disposals / Write-offs
-
-
(1)
(1)
31 December 2023
13.067
321
1.997
15.384
Accumulated depreciation
1 January 2023
(5.644)
(321)
(1.532)
(7.497)
Depreciation charge
(17)
-
(27)
(44)
Disposals / Write-offs
-
-
1
1
31 December 2023
(5.661)
(321)
(1.560)
(7.541)
Net book value at 31 December 2023
7.406
-
438
7.844
It is noted that the Group has reassessed the useful economic life of the technical installations of the photovoltaic stations from 30 to 40
years since 1 January 2023 based on past experience around the lifetime and performance of photovoltaic technical installations and the
40-year guarantee period provided nowadays from the manufacturers of such equipment. The increase of the useful economic life is a
change in accounting estimate and is therefore being recognized prospectively from 1 January 2023 in accordance with IAS 8 “Accounting
policies, changes in accounting estimates and errors”. As of 31 December 2023, the change in the accounting estimate relating to the
increase in the useful economic life of the technical installations from 30 to 40 years, resulted in a decrease in cost of sales by euro 306
thousand for period 1/01-31/12/2023 compared to prior year. As the above accounting policy change was implemented from January 1,
2023 onwards, no further impact is expected in the future compared to the closing year.
The liens and encumbrances on the property, plant and equipment of the Company and the Group are disclosed under Note 35.
Goodwill
8.
The movement in the goodwill of the Group is as follows:
GROUP
31/12/2023
31/12/2022
At the beginning of the year
33.780
19.350
Additions
3.271
14.430
At the end of the year
37.051
33.780
The current period balance of euro 37.051 thousand of goodwill, concerns:
-
amount of euro 4.932 thousand that relates to the final goodwill of the company "Rainbow A.E." absorbed in 2010 by the 100%
subsidiary iSquare,
148
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
-
amount of euro 3.785 thousand that relates to the final goodwill that arose from the acquisition of the ACS subsidiary,
-
amount of euro 6.517 thousand that is the final goodwill that has arisen from the acquisition of subsidiaries operating in the sector of
energy production from renewable sources,
-
amount of euro 222 thousand that relates to the final goodwill arising from the acquisition of the company "Team Candi SA" from the
subsidiary "Info Quest Technologies SA",
-
amount of euro 4.396 thousand that is the final goodwill from the acquisition of 60% of “Intelli Solutions SA” from the subsidiary
“Unisystems SA”,
-
amount of euro 476 thousand that concerns the final goodwill of euro 86 thousand from the 100% acquired company “MKBT P.C.”,
the final goodwill of euro 91 thousand from the 100% acquired company “SUNNYVIEW P.C.”, the final goodwill of euro 217 thousand
from the 99% acquired company “Damafco Energy P.C.”, the final goodwill of euro 82 thousand from the 99% acquired company
“DMN Energy SMPC”
-
amount of euro 13.954 thousand that concerns the final goodwill of “G.E. Dimitriou AEE” over which the Company obtained control
in the current year (99,09% share). As of 31 August 2023, when G.E. Dimitriou was consolidated for the first time, a provisional
goodwill of euro 16.525 thousand had been recognized, which was however finalized retrospectively as of 30 June 2023 upon
completion of the purchase price allocation (PPA) process (Note 43) and
-
amount of euro 3.245 thousand that concerns the provisional goodwill recognized upon the acquisition of “EPAFOS S.M.S.A.” by 100%
incurred in the current period (Note 43)
Goodwill is allocated to the Group’s Cash Generating Units (CGUs) that have been determined according to country of operation and
business segment.
The recoverable amount of each CGU is determined according to the value-in-use calculations. These calculations are pre-tax cash flow
projections, based on business plans that have been approved by the Management and cover a five-year period, and are conducted on
an annual basis.
Impairment review of goodwill
Goodwill is allocated to the Group’s Cash Generating Units (CGUs) that have been determined according to country of operation & business
segment. The allocation of goodwill is as follows:
31/12/2023
31/12/2022
Greece
37.051
33.780
Total
37.051
33.780
Goodwill balance at the end of the period (per business segment) :
31/12/2023
31/12/2022
Commercial activities
22.130
18.886
IT Services
4.619
4.619
Postal services
3.785
3.785
Production of electric power from renewable sources
6.517
6.490
Total
37.051
33.780
The recoverable amount of a CGU is determined according to the value in use calculations. These calculations are pre-tax cash flow projections
based on business plans that have been approved by the Management and cover a five-year period.
The key assumptions used in current year for the value-in-use calculations for the subsidiary iSquare (segment ‘Commercial activities’) are as
follows: discount rate 10,92%, (2022: 10,53%) sales 5-year average growth rate 17,3% and growth rate in perpetuity 2%.
The key assumptions used in current year for the value-in-use calculations for the subsidiary G.E. Dimitriou (segment ‘Commercial activities’)
are as follows: discount rate 10,62% (2022: 10,27%), sales 5-year average growth rate 5,8% and growth rate in perpetuity 2%.
149
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
The key assumptions used in current year for the value-in-use calculations for the subsidiary Intelli Solutions (segment ‘IT Services’) are as
follows: discount rate 10,92% (2022: 10,96%), sales 5-year average growth rate 8,4% and growth rate in perpetuity 2%.
Concerning subsidiary ACS (segment ‘Postal services’) the key assumptions are: discount rate: 10,29% (2022: 10,09%), sales 5-year average
growth rate 5,6% and growth rate in perpetuity 2%.
Regarding the subsidiaries pertaining to the segment of energy production from renewable sources the key assumptions used are: discount
rate 6,32% (2022: 8,29%), sales 5-year average growth rate 0% and growth rate in perpetuity 0%.
The key assumptions used in current year for the value-in-use calculations for the subsidiary EPAFOS (segment ‘Commercial activities’) are as
follows: discount rate 10,92%, sales 5-year average growth rate 11% and growth rate in perpetuity 2%.
Based on the assessment performed by Management, the recoverable amount of the CGUs, among which the goodwill has been allocated,
exceeds their book value as of 31 December 2023 and therefore no impairment is required as of 31 December 2023.
Management has identified that the carrying amount could exceed the relevant recoverable amount following a possible change in the
assumption of the discount rate (WACC). The following table shows the WACC required for the estimated recoverable amount to equal the
carrying amount of each subsidiary:
WACC required
for carrying
amount to
equal
recoverable
amount
Subsidiary
2023
ACS
28,94%
Epafos
27,26%
iSquare
12,25%
Intelli
27,21%
G.E. Dimitriou
12,42%
Quest Energy
16,97%
150
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Other intangible assets
9.
The other intangible assets of the Group and the Company are analyzed as follows:
Industrial
IT Software &
Total
property rights
others
GROUP - Cost
1 January 2022
37.240
18.056
55.297
Additions
-
714
714
Disposals / Write-offs
-
(6)
(6)
Acquisition of subsidiaries
6.459
1.156
7.615
31 December 2022
43.699
19.920
63.620
Accumulated depreciation
1 January 2022
(19.501)
(16.218)
(35.719)
Amortization charge
(919)
(963)
(1.882)
Disposals / Write-offs
-
6
6
Acquisition of subsidiaries
(128)
(1.156)
(1.284)
31 December 2022
(20.548)
(18.331)
(38.879)
Net book value at 31 December 2022
23.151
1.590
24.740
1 January 2023
43.699
19.920
63.620
Additions
5.467
732
6.199
Acquisition of subsidiaries
-
285
285
31 December 2023
49.166
20.937
70.104
Accumulated depreciation
1 January 2023
(20.548)
(18.331)
(38.879)
Amortization charge
(826)
(809)
(1.635)
Acquisition of subsidiaries
-
(278)
(278)
31 December 2023
(21.374)
(19.418)
(40.792)
Net book value at 31 December 2023
27.792
1.519
29.312
151
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
IT Software &
Total
others
COMPANY - Cost
1 January 2022
47
47
Additions
3
3
31 December 2022
50
50
Accumulated depreciation
1 January 2022
(47)
(47)
31 December 2022
(47)
(47)
Net book value at 31 December 2022
3
3
1 January 2023
50
50
Additions
-
-
31 December 2023
50
50
Accumulated depreciation
1 January 2023
(47)
(47)
Depreciation charge
(1)
(1)
31 December 2023
(48)
(48)
Net book value at 31 December 2023
2
2
The balance of euro 22.446 thousand of the unamortized value of the industrial property rights in the Group mainly includes euro 19
million relating to licenses for energy production from renewable energy sources and euro 3 million relating to trademarks (euro 1
mil.) and products distribution rights (euro 3 mil.).
Regarding licenses, the above amount was determined following the purchase price allocations of the power plants and is being
amortized under a useful life of 50 years from the date of commencement of operation of each plant. It is noted that since 1 January
2023 the useful economic life of the energy licenses has been reassessed from 27 to 50 years following decision no. 867/24.11.2022
of the Energy Regulatory Authority, based on which the validity period for production licenses for renewable energy power stations,
which were put into operation before the entry into force of Law 3468/2006, may be extended to a period of 50 years. As of 31
December 2023, the change in the accounting estimate relating to the increase in the expected useful economic life of energy
production licenses from 27 to 50 years, resulted in a decrease in administrative expenses by euro 482 thousand for the period 1/01-
31/12/2023 compared to prior year. As the above accounting policy change was implemented from January 1, 2023 onwards, no
further impact is expected in the future compared to the closing year.
Regarding trademarks, these concern trademark of the subsidiary “G.E. Dimitriou AEE” with cost of euro 1 mil. and indefinite useful
life, which will be tested for impairment on an annual basis following the method “Relief from Royalties”.
On a Group level, an amount of euro 3.296 thousand is included in the additions of prior year that relates to the cost of an intangible
asset, which was identified for subsidiary G.E. Dimitriou in the context of the purchase price allocation process that was completed
as of 30 June 2023 and was recognized retrospectively as of 31 August 2022. The specific intangible, that concerns the distribution
contract for Toyotomi products that the subsidiary has concluded, meets the recognition criteria, as set forth in IFRS 3 “Business
Combinations” and IAS 38 “Intangible assets”, and consequently was accounted for retrospectively on a Group level (Note 43). The
useful life of the asset has been determined at 8,6 years.
152
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Investment property
10.
The investment property of the Group is analyzed as follows:
GROUP
31/12/2023
31/12/2022
Balance at the beginning of the year
2.735
2.735
Fair value adjustments
-
-
Balance at the end of the year
2.735
2.735
The balance of euro 2.735 thousand concerns land owned by the subsidiary Unisystems located on Athinon Avenue in Athens.
The property had been acquired by the subsidiary back in 2006 with initial intention the construction of offices for self-occupation. In 2007,
Management decided not to construct the mentioned offices. Thus, this land is now owned for future appreciation rather than short term
disposal and based on the requirements of IAS 40 «Investment Property», it was reclassified from Property, plant and equipment to
Investment Property in the past.
For the purposes of fair value measurement as of 31 December 2022, a valuation report was prepared by an external independent property
valuer. According to the valuation report, the fair value of the land was assessed at euro 2.767 thousand with reference date the 18 January
2023.
The deviation between the fair value assessed and the book value of the land as of 31 December 2023 is immaterial, therefore no
adjustment to fair value is required for the year then ended.
The external independent property valuer has recognized appropriate professional qualifications and recent experience in the location and
category of the property being valued. The valuation was conducted in accordance with the European Valuation Standards (EVS) and the Red
Book (Edition 2022).
The fair value measurement of the investment property has been categorized as a Level 3 in the fair value hierarchy based on the observability
and significance of the inputs used in the valuation technique.
The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant
unobservable inputs used:
Valuation technique
Significant unobservable inputs used for
Inter-relationship between key
fair value measurement
unobservable inputs and fair value
measurement
For the estimation of fair value, the Discounted Cash Flows method was
- Lease (€/sq.m.): 15,10
The estimated fair value would increase
used
in combination with the Residual Approach Method (determination
- Risk-adjusted discount rate: 8%
(decrease) if:
of the best scenario for exploitation of property) and the Income Method
- lease (€/sq.m.) were higher (lower)
(determination of market value based on the best scenario for
- discount rate were lower (higher)
exploitation). The DCF method determines the fair value of the property
by calculating the present value of the future net cash flows to be
generated from the property exploitation discounted using a risk-adjusted
discount rate. For the implementation of the above methods several
assumptions were used such as
lease per sq. meter, borrowing rate, other
borrowing costs, other incremental construction costs, capitalisation rate,
risk-adjusted discount rate,
taxes and duties imposed upon the sale of
property. The amount of
lease per sq. meter is based among others on
location and general state of property, year of construction, extra facilities,
and surface.
153
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Investments in subsidiaries
11.
The Investments in subsidiaries are analyzed as follows:
COMPANY
31/12/2023
31/12/2022
Balance at the beginning of the year
113.902
108.908
Additions
13.969
5.094
Disposals
-
(100)
Balance at the end of the year
127.871
113.902
Non current assets
127.871
113.902
Current assets
-
-
127.871
113.902
The additions of the current period of euro 13.969 thousand relate to the share capital increase of subsidiary Quest Energy by euro 8.950
thousand, which was covered by the Company, and to the acquisition by 100% of the share capital of EPAFOS S.M.S.A. in May 2023 with an
investment cost of euro 4.984 thousand (Note 43).
The additions of euro 5.094 thousand in the prior period relate to the cost of the new investment in “G.E. Dimitriou AEE” following the
participation of the Company in the share capital increase of the former by the said amount (Note 28). The reductions of euro (100) thousand
relate to the dissolution of subsidiary Quest International SRL that took place in the prior year.
The stakes held by the Company in subsidiaries and the relevant carrying amounts as of 31 December 2023 are the following:
Country of
Carrying
% interest
Name
Cost
Impairment
incorporation
amount
held
31 December 2023
UNISYSTEMS SMSA
Greece
60.431
-
60.431
100,00%
ACS SMSA
Greece
2.368
-
2.368
100,00%
ISQUARE SMSA
Greece
60
-
60
100,00%
QUEST ΕΝΕRGY S.A.
Greece
26.118
-
26.118
100,00%
QUEST onLINE SMSA
Greece
810
(810)
-
100,00%
INFO QUEST Technologies SMSA
Greece
25.375
-
25.375
100,00%
ISTORM SMSA
Greece
3.157
-
3.157
100,00%
EPAFOS SMSA
Greece
4.984
-
4.984
100,00%
CLIMA QUEST SMSA
Greece
200
-
200
100,00%
FOQUS SMSA
Greece
50
-
50
100,00%
G.E. Dimitriou AEE
Greece
5.104
-
5.104
99,09%
RETAILCO HELLENIC
M.Α.Ε.
Greece
25
-
25
100,00%
128.681
(810)
127.871
The stakes held by the Company in subsidiaries and the relevant carrying amounts as of 31 December 2022 were the following:
154
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Country of
Carrying
% interest
Name
Cost
Impairment
incorporation
amount
held
31 December 2022
UNISYSTEMS SMSA
Greece
60.431
-
60.431
100,00%
ACS SMSA
Greece
2.368
-
2.368
100,00%
ISQUARE SMSA
Greece
60
-
60
100,00%
QUEST ΕΝΕRGY S.A.
Greece
17.168
-
17.168
100,00%
QUEST onLINE SMSA
Greece
810
(810)
-
100,00%
INFO QUEST Technologies SMSA
Greece
25.375
-
25.375
100,00%
ISTORM SMSA
Greece
3.157
-
3.157
100,00%
CLIMA QUEST SMSA
Greece
200
-
200
100,00%
FOQUS SMSA
Greece
50
-
50
100,00%
G.E. Dimitriou AEE
Greece
5.094
-
5.094
99,09%
114.712
(810)
113.902
Management have assessed that no further indicators for impairment / reversal of impairment exist for the investments in subsidiaries
as of 31 December 2023. Recoverable amounts will be re-assessed at year-end for investment valuation purposes.
In addition to the above subsidiaries, the Group consolidated financial statements also include the indirect investments as they are
presented below:
•
The 100% held subsidiaries of ACS SA: GPS and ACS INVEST UK LIMITED established in Great Britain.
•
The subsidiaries of Quest Energy S.A.: Amalia Wind Farm of Viotia S.Α. (100% subsidiary), Megalo Plai Wind Farm of Viotia S.Α
.
(100% subsidiary), Quest Aioliki Livadiou Larisas Ltd (98,77% subsidiary), Quest Aioliki Servion Kozanis Ltd (100% subsidiary),
Quest Aioliki Distomou Megalo Plai Ltd (98,70% subsidiary), Quest Aioliki Sidirokastrou Hortero Ltd (98,67% subsidiary), Xilades
S.A. (99% subsidiary), Wind Sieben S.A. (100% subsidiary), BETA SUNENERGIA KARVALI S.A. (100% subsidiary), FOS ENERGIA
KAVALAS S.A. (100% subsidiary), NUOVO KAVALA PHOTOPOWER S.A. (100% subsidiary), ENERGIA FOTOS BETA XANTHIS S.A.
(100% subsidiary), PETROX SOLAR POWER S.A. (100% subsidiary), PHOTOPOWER EVMIRIO BETA S.A. (100% subsidiary),
MILOPOTAMOS FOS 2 S.A. (100% subsidiary) and ADEPIO Ltd (100% subsidiary).
•
The 100% held subsidiary of
Amalia Wind Farm of Viotia S.Α.
: MKVT PC.
•
The 100% held subsidiary of
Megalo Plai Wind Farm of Viotia S.Α.
: SUNNYVIEW PC.
•
The 100% held subsidiary of Aioliki Distomou Megalo Plai
S.Α.
: AIGIALI PC.
•
The 100% held subsidiary of ADEPIO Ltd: Kinigos SMSA.
•
The 100% held subsidiary of Unisystems S.A.: Unisystems Cyprus Ltd and the 100% subsidiary of the latter: Unisystems
Information Technology Systems SLR previously known as Quest Rom Systems Integration & Services Ltd established in Romania.
•
The 100% held subsidiary of Unisystems SMSA: Unisystems Luxembourg S.a.r.l. established in Luxembourg.
•
The 50% held subsidiary of Unisystems SMSA and 50% held subsidiary of Quest Holdings S.A., therefore an indirect 100%
subsidiary of the latter:
Pleiades IoT Innovation Cluster
•
The 60% held subsidiary of Unisystems SMSA: Intelli Solutions SA established in Greece.
•
The 100% held subsidiary of iStorm S.A.: iStorm Cyprus, which is established in Cyprus.
•
The 100% held subsidiary of iSquare S.A.: iQbility Ltd.
•
The 100% held subsidiaries of Info Quest Technologies S.A.: Info Quest Technologies Cyprus Ltd, Info Quest Technologies Romania
SRL and Team Candi SA.
•
The 100% held subsidiaries of Xilades S.A.: DMN Energy SMPC, Damafco Energy PC and Pharos Energy SA.
•
The subsidiaries of G.E. Dimitriou AEE:
SPIROS TASSOGLOU & SIA O.E. (95%).
155
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
156
Regarding the participation of Info Quest Technologies in Info Quest Technologies Romania, this resulted from the establishment of
the latter by Info Quest Technologies in 2022.
12.
Investments in Associates
The Investments in associates are analyzed as follows:
The amount of euro 110 thousand in prior year relates to the newly acquired subsidiary “G.E. Dimitriou AEE” and specifically concerns its
investment in associate “TOYOTOMI ITALIA SRL” (34,33%).
Other than that, on a Group level the investments in associates include NUBIS SA (43,26% interest), that is currently under liquidation, ACS
Cyprus LTD (20% interest), Probotek (25% interest) and OPTECHAIN PC (46,68% interest).
To the extent that there is no material impact on the financial results, the Group may not consolidate all associates under the equity method.
13.
Receivables from finance leases
Lease receivables refer to sublease of property under finance lease, whereby subsidiary ACS acts as lessor, in the context of IFRS 16.
Specifically, the subsidiary subleases the relevant properties to the network of agents with which it cooperates, acting therefore as a lessor
and lessee at the same time.
The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the
reporting date:
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at the beginning of the year
709
386
10
-
Additions
309
33
54
10
Share on profit of equity-accounted investees
-
172
-
-
Reclassifications
-
8
-
-
Changes due to business combinations
-
110
-
-
Balance at the end of the year
1.018
709
64
10
COMPANY
GROUP
2023
2022
Less than 1 year
344
622
1 to 5 years
1.309
1.940
More than 5 years
149
291
Total lease receivables (undiscounted)
1.802
2.853
Less: Unearned finance income
-
(303)
Net investment in the lease
1.802
2.550
GROUP
31/12/2023
31/12/2022
Current assets
344
532
Non-current assets
1.458
2.018
Lease receivables
1.802
2.550
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
157
The receivables from finance leases have not been evaluated as being subject to significant credit risk, as they relate to sublease of property
by subsidiary ACS to the network of agents with which it cooperates. For further information around the policies regarding impairment of
receivables and the calculation of expected credit losses please refer to Note 4.1 (a).
14.
Contract liabilities
The contract liabilities relate to contracts with customers of subsidiary Unisystems SA and derives from the recognition / de-recognition of
revenue under the cost-based input method implemented by Management in the context of IFRS 15.
The movement in the contract liabilities during the year is as follows:
Regarding the contract liabilities that have been classified as non-current, these have not been discounted to present value, as the impact of
the time value of money has been deemed as immaterial for the Group since they relate to projects that are expected to be completed within
2-2,5 years on average from the end of the fiscal year.
15.
Derivative financial instruments
The Derivative financial instruments are analyzed as follows:
31/12/2023
31/12/2022
Balance at the beginning of the year
59.810
37.491
Revenue recognition upon satisfaction of
performance obligations
(21.876)
(21.633)
Billings during the fiscal year
30.212
43.952
Balance at the end of the year
68.146
59.810
Non-current contract liabilities
23.197
9.040
Current contract liabilities
44.949
50.770
68.146
59.810
GROUP
Assets
Liabilities
Assets
Liabilities
Derivatives held for trading
Foreign exchange forward contracts
49
8
-
345
Total
49
8
-
345
Non-current liabilities
-
-
-
-
Current liabilities
49
8
-
345
Total
49
8
-
345
31/12/2023
31/12/2022
GROUP
GROUP
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Financial assets at fair value through profit or loss
16.
The Financial assets measured at fair value through profit or loss are analyzed as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at the beginning of the year
573
736
100
117
Additions
86
256
-
-
Disposals / Write-offs
(170)
(444)
(50)
(18)
Fair value adjustments
-
1
-
1
Acquisition of subsidiaries
-
32
-
-
Other
-
(8)
-
-
Balance at the end of the year
489
573
50
100
Non-current assets
489
554
50
100
Current assets
0
19
-
-
489
573
50
100
The financial assets measured at fair value through profit or loss comprise of listed and non-listed shares and bonds. Their fair value of listed
shares is determined based on the published period-end bid prices at the reporting date. The fair value of non-listed shares and bonds is
determined with the use of valuation techniques and assumptions that are based on market information available at the reporting date.
The balance of euro 489 thousand as of 31 December 2023 on a Group level primarily concerns investments held by the subsidiary Unisystems
and indirect subsidiary iQbility.
The disposals/write offs of euro (444) thousand in the prior year concern by the amount of euro 426 thousand the disposal of the stake in
company Accusonus, held by the indirect subsidiary iQbility, against a consideration of euro 1.652 thousand. From this transaction, a profit
of euro 1.226 thousand arose for the Group that has been recognized under ‘Other gains / (losses)’ (Note 32).
As of 31 December 2022, no remeasurement of the fair value for financial assets at fair value through profit or loss has been conducted by
the Group or the Company, as the relevant balances of euro 489 thousand and euro 50 thousand respectively have not been evaluated as
being material.
158
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Deferred tax assets / liabilities
17.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities
and when the deferred taxes have arisen under the same tax jurisdiction. The amounts offset are as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Deferred tax assets:
Deferred tax assets to be recovered after more than 12 months
11.568
7.794
2
1
11.568
7.794
2
1
Offsetting
(8.322)
(5.699)
-
-
Deferred tax assets after offsetting
3.246
2.095
2
1
Deferred tax liabilities:
Deferred tax liabilities to be recovered after more than 12 months
19.168
16.166
874
831
19.168
16.166
874
831
Offsetting
(8.322)
(5.699)
-
-
Deferred tax liabilities after offsetting
10.846
10.467
874
831
(7.600)
(8.372)
(873)
(830)
The biggest portion of the deferred tax assets is to be recovered within more than 12 months after the reporting date.
The movement in deferred taxation is as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at the beginning of year
(8.372)
(4.270)
(830)
(791)
Reclassifications
(50)
175
-
-
Acquisition of subsidiaries
(9)
(1.265)
-
-
Tax charged to profit or loss
776
(2.925)
(42)
(39)
Tax charged directly to equity
53
(87)
-
-
Balance at the end of year
(7.600)
(8.372)
(873)
(830)
The movement of the deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within
the same tax jurisdictions, is as follows:
159
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
GROUP
Deferred Tax Liabilities:
Accelerated tax
Fair value gains
Other
Total
depreciation
1 January 2022
6.706
176
10.223
17.105
Debited / (credited) to the income statement
2.629
3
(4.659)
(2.027)
Acquisition of subsidiaries
500
-
774
1.274
Reclassifications
-
-
(186)
(186)
31 December 2022
9.835
179
6.152
16.168
Debited / (credited) to the income statement
192
(3)
133
322
Charged to equity
-
-
(1)
(1)
Acquisition of subsidiaries
14
-
-
14
Reclassifications
(9)
-
2.676
2.667
31 December 2023
10.032
176
8.960
19.168
Deferred Tax Assets:
Provisions/
Accelerated tax
Tax losses
Fair value gains
Other
Total
Ιmpairment losses
depreciation
1 January 2022
626
974
-
6.460
4.779
12.839
Debited / (credited) to the income statement
-
(45)
-
(4.792)
(115)
(4.952)
Charged to equity
-
(6)
-
-
(81)
(87)
Acquisition of subsidiaries
-
-
-
-
9
9
Reclassifications
-
-
-
-
(13)
(13)
31 December 2022
626
923
-
1.668
4.579
7.796
Debited / (credited) to the income statement
(110)
(19)
-
3.822
(2.595)
1.098
Charged to equity
-
17
-
-
35
52
Acquisition of subsidiaries
-
-
-
-
5
5
Reclassifications
-
-
-
-
2.617
2.617
31 December 2023
516
921
-
5.490
4.642
11.568
COMPANY
Deferred Tax Liabilities:
Accelerated tax
Fair value gains
Other
Total
depreciation
1 January 2022
866
-
(75)
791
Debited / (credited) to the income statement
311
3
(274)
40
31 December 2022
1.177
3
(349)
831
Debited / (credited) to the income statement
(229)
(3)
275
43
31 December 2023
948
-
(74)
874
Deferred Tax Assets:
Provisions/
Accelerated tax
Tax losses
Fair value gains
Other
Total
Ιmpairment losses
depreciation
1 January 2022
-
-
-
-
1
1
Debited / (credited) to the income statement
-
-
-
-
-
-
31 December 2022
-
-
-
-
1
1
31 December 2023
-
-
-
-
2
2
According to Law 4799/2021, the income tax rate for legal entities in Greece was reduced to 22%.
The Group recognizes deferred tax assets from unused tax losses of the Company and its subsidiaries only to the extent that these can be
offset against future tax profits.
160
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Inventories
18.
The Inventories are further analyzed as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Raw materials
444
473
-
-
Finished goods
55
-
-
-
Work in progress
-
97
-
-
Merchandize
92.168
81.094
-
-
Other
1.103
1.144
-
-
Total
93.770
82.808
-
-
Less: Provision for obsolete and slow-moving inventories
Raw materials
24
32
-
-
Finished goods
186
154
Merchandize
5.729
5.136
-
-
Other
196
250
-
-
6.135
5.572
-
-
Total net realisable value
87.635
77.236
-
-
The movement of the provision for obsolete and slow – moving inventories during the year is as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
At the beginning of the year
5.572
5.031
-
-
Additional provision for the year
629
327
-
-
Acquisition of subsidiary
-
267
-
-
Provision used
(98)
36
-
-
Reclassifications
32
(89)
At the end of the year
6.135
5.572
-
-
There are no pledges on the inventories of the Group or the Company.
161
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Trade and other receivables
19.
Trade and other receivables are analyzed as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Trade receivables
222.245
163.354
968
124
Less: Provision for impairment of receivables
(38.121)
(38.186)
(25)
(25)
Trade receivables - net
184.124
125.168
943
99
Receivables from related parties (Note 37)
729
4.028
224
9.163
Advances to suppliers
26.532
23.950
78
13
Prepaid expenses
30.154
38.076
81
64
Accrued income
4.842
1.635
4
4
Other receivables
7.114
6.024
2.198
12
Total
253.495
198.881
3.528
9.355
Non-current assets
16.578
20.461
2.241
55
Current assets
236.917
178.420
1.287
9.300
253.495
198.881
3.528
9.355
The amounts classified under non-current assets as at 31 December 2023 and 31 December 2022 mainly concern prepaid expenses of
subsidiary Unisystems relating to long-term projects for the deployment of IT software for which the relevant amount will become accrued
within more than one year after the year-end in order to align with the rendering of services and the relevant revenue recognition from
Unisystems.
The carrying amount of the above trade and other receivables approximates their fair value.
There are not any material overdue trade receivable balances for the Group or the Company that have not been impaired as of 31 December
2023.
The trade receivable balances of the Group and the Company are denominated in the following currencies:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Euro
183.778
128.237
1.167
9.262
US Dollar
48
52
-
-
Bulgarian Lev
91
139
-
-
Romanian RON
863
590
-
-
Dinars
73
178
-
-
184.853
129.196
1.167
9.262
For details regarding the assessment of impairment provision for trade receivables please refer to Note 4.1 (a).
162
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
19a. Contract assets
The movement in the contract assets during the current and prior year is as follows:
GROUP
31/12/2023
31/12/2022
Balance at the beginning of the year
40.169
24.496
Reclassification to trade receivables
(36.111)
(22.331)
Revenue recognition upon satisfaction of
33.747
38.004
performance obligations
Balance at the end of the year
37.805
40.169
Non-current contract assets
3.206
4.130
Current contract assets
34.599
36.039
37.805
40.169
The contract assets relate to contracts with customers of subsidiary Unisystems SA and derive from the recognition / de-recognition of
revenue under the cost-based input method followed in the context of IFRS 15. According to this method, revenue is recognized by measuring
the progress towards the complete satisfaction of performance obligations, which is calculated based on the actual costs incurred till the end
of the reporting period as a percentage of the total budgeted costs for each project.
With regards to the contract assets of the Group, Management has evaluated that no impairment is required as of 31 December 2023 and 31
December 2022. For details regarding the assessment of impairment provision please refer to Note 4.1 (a).
Unsatisfied long-term contacts
The following table shows the unsatisfied performance obligations resulting from fixed-price long-term contracts:
GROUP
31/12/2023
31/12/2022
Aggregate amount of the transaction price
allocated to long-term contracts that are
557.851
517.714
partially or fully unsatisfied as at 31
December
Assets recognized from costs to fulfil a contract
The Group does not incur significant costs to fulfil long-term contracts with customers therefore no assets have been recognized in this
respect.
163
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Cash and cash equivalents
20.
Cash and cash equivalent are analysed as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Cash in hand
362
283
-
-
Short-term bank deposits
120.753
167.913
10.415
26.403
Total
121.115
168.196
10.415
26.403
Short-term bank deposits consist of current deposits or time deposits in financial institutions in Greece and abroad. Actual rates are
determined according to the fluctuating rates in effect and are being negotiated on an ad-hoc basis.
The cash and cash equivalents of the Group and the Company are held into the following currencies:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Euro
114.129
164.248
10.282
26.265
US Dollar
3.309
1.780
133
138
JPY
-
184
-
-
Bulgarian Lev
200
156
-
-
Romanian RON
3.374
1.586
-
-
Dinar
96
32
-
-
Other
7
210
-
-
121.115
168.196
10.415
26.403
Τ
he following table shows the break-down of the short-term bank deposits based on the credit rating of financial institutions:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
A
-
126
-
-
A+
10.434
5.295
-
-
A-
-
69
-
38
ΑΑ-
-
1.584
-
-
A1
6.118
-
-
-
Aa2
8.538
-
38
-
Aa3
6
208
-
-
A3
202
18
-
-
B
28.332
582
1.440
-
B+
36.186
63.150
8.681
1.141
B-
-
41.306
-
23.483
B1
-
20.599
-
1.331
B2
28
16.253
-
410
BB
30.784
-
256
-
BB-
-
77
-
-
BBB
-
310
-
-
BBB+
-
17.685
-
-
Baa1
-
534
-
-
Baa2
125
-
-
-
Caa1
-
117
-
-
120.753
167.913
10.415
26.403
Despite of the fact that cash and cash equivalents also fall within the scope of IFRS 9 for impairment purposes, the relevant impairment loss
has been assessed as immaterial, as the Group and the Company maintain the cash and cash equivalents in reliable European financial
institutions. For further details please refer to Note 4.1 (a).
164
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Share capital
21.
The share capital is analyzed as follows:
Number of
Share
Total value
shares
capital
1 January 2022
35.740.896
47.535
47.535
Share split
71.481.792
(357)
(357)
31 December 2022
107.222.688
47.178
47.178
1 January 2023
107.222.688
47.178
47.178
31 December 2023
107.222.688
47.178
47.178
The Extraordinary General Meeting of the Company's shareholders, held on 28 February 2022, decided for the reduction of the
nominal share value from euro 1,33 to euro 0,44 and the simultaneous increase of the total number of shares from 35.740.896 to
107.222.688 common registered voting shares (split). The 71.481.792 new shares were distributed free-of-charge to the shareholders
of the Company in a ratio of 3 new common registered shares for each 1 old common registered share. Following the above change,
the share capital of the Company now amounts to euro 47.177.982,72, divided into 107.222.688 common registered voting shares
with a nominal value of euro 0,44 each. At the same time, a special purpose reserve was formed, according to art. 31 par. 2 of Law
4548/2018 amounting to euro 357 thousand for the purpose of rounding off the new nominal value of the share.
At the end of the current period, the Company held 1.083.751 own shares which represent 1,0107% of the share capital with an average
acquisition price of euro 4,67 per share.
Reserves
22.
The Reserves are analyzed as follows:
Total
GROUP
1 January 2022
16.339
Changes during the year
1.802
31 December 2022
18.141
1 January 2023
18.141
Changes during the year
2.784
31 December 2023
20.925
Total
COMPANY
1 January 2022
10.214
Changes during the year
1.026
31 December 2022
11.240
1 January 2023
11.240
Changes during the year
2.719
31 December 2023
13.959
165
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
166
The changes in other reserves during the 2023 fiscal year at Group level amounting to euro 3.184 thousand concern the formation of a regular
reserve of euro 999 thousand and the reserve for the distribution of own shares to staff amounting to euro 2.185 thousand (Note 3.26).
The corresponding change at company level in the amount of 2,719 thousand euros concerns the formation of a regular reserve amount of
534 thousand euros and the formation of a reserve for the distribution of own shares to the staff amounting to euro 2.185 thousand (Note
3.26).
Statutory reserve is formed according to the provisions of the Greek Legislation (Article 158 of Law 4548/2018), according to which an amount
equal to at least 5% of the annual net (after tax) profits must be transferred to the legal Reserve, until it reaches one-third of the paid-in share
capital.
23.
Loans and borrowings
The borrowings of the Group and the Company are analyzed as follows:
The Group has unutilized credit lines with financial institutions amounting to euro 315 million and the Company to euro 16 million. The
borrowings fair values approximate their carrying amounts.
The movement of borrowings for the Group and the Company is analyzed as follows:
Neither the Company nor the Group are exposed to foreign exchange risk since the total borrowings in 2023 are denominated in Euro.
The average nominal rate for the borrowings of the Group as of 31 December 2023 lies between 5% – 5,6%.
The maturity table for loans is the following:
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Non-current borrowings
Bank borrowings
1.607
2.260
-
-
Bond loans
57.987
71.930
-
-
Total non-current
borrowings
59.594
74.190
-
-
Current borrowings
Bank borrowings
67.338
59.195
-
-
Bond loans
11.197
6.116
-
-
Total current
borrowings
78.535
65.311
-
-
Total borrowings
138.130
139.501
-
-
COMPANY
GROUP
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at the beginning of the year
139.501
78.470
-
-
Repayment of borrowings
(49.787)
(19.051)
-
-
Proceeds from borrowings
48.199
73.154
-
-
Acquisition of subsidiaries
217
6.928
-
-
Balance at the end of the year
138.130
139.501
-
-
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Between 1 and 2 years
9.832
11.216
-
-
Between 2 and 3 years
29.312
14.876
-
-
Between 3 and 5 years
9.342
32.533
-
-
Over 5 years
11.108
15.565
-
-
59.594
74.190
-
-
The Company is exposed to interest rate changes that prevail in the market and which affect its financial position and cash flows. The cost of
debt may either increase or decrease because of the abovementioned fluctuations.
Bond Loans
Wind Sieben S.M.S.A.
On April 24th, 2019, the subsidiary “Wind Sieben S.A.” concluded a Bond Loan with Alpha Bank, amounting to euro 3.500 thousand.
The repayment of the loan will be made in 26 quarterly instalments commencing on 30/6/2019, and the last instalment amounting to
euro 334 thousand will be repaid according to the repayment plan on 30/6/2025. To meet the terms of the loan, the company must
achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses
plus loans paid (DSCR) > 1,25. The company complies with the above covenant as of 31 December 2023 and 31 December 2022.
Kinigos S.A.
On September 28, 2020, the subsidiary “Kinigos S.A.” concluded a Bond Loan with National Bank of Greece, amounting to euro 18.070
thousand. The repayment of the loan will be made in 22 six-month instalments commencing on 31/12/2020. To meet the terms of the
borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization
divided by net financial expenses plus loans paid (DSCR)> 1,1. The company complies with the above covenant as of 31 December 2023
and 31 December 2022.
Info Quest Technologies S.M.S.A.
The subsidiary «Info Quest Technologies S.A.» on July 27, 2020 entered into a Bond loan with Alpha bank amounting to euro 10.000
thousand. The duration of the loan is five years and the last installment of the loan will be paid on 27/7/2025. In addition, the subsidiary
on July 30, 2020 entered into a Bond loan with National Bank of Greece amounting to euro 10.000 thousand. The duration of the loan
is five years and the last installment of the loan will be paid on 27/7/2025. There are no covenants with respect to these loans. In
addition, on August 30, 2022, the company concluded a bond loan with Alpha Bank for the amount of euro 23.000 thousand. The
duration of the loan is 3 years and the last installment will be paid on 29/08/2025. To meet the terms of the loan, the company shall
maintain on a six-month basis the ratios Net Debt to EBITDA < 4,50 and EBIT to Interest expense > 2,50 throughout the loan. The
company complies with the above covenant as of 31 December 2023 and 31 December 2022.
Quest Energy S.M.S.A.
The subsidiary «Quest Energy S.A.» on November 17, 2020 entered into a Bond loan with Alpha Bank amounting to euro 3.000
thousand. The repayment of the loan will be made in 14 quarterly instalments commencing on 17/2/2021. To meet the terms of the
loan, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by
net financial expenses plus loans paid (DSCR) > 1,25. The company complies with the above covenant as of 31 December 2023 and 31
December 2022.
167
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Mylopotamos Fos 2 S.M.S.A.
With the decision no.: 3097243/06.11.2023 GEMI the company Mylopotamos Fos 2 S.A. absorbed the companies:
Beta Sunenergia Karvali M.A.E.
Nuovo Kavala Photopower M.A.E.
Petrox Solar Power M.A.E.
Photopower Evmirio Beta M.A.E.
Xanthi Beta Light Energy M.A.E.
Fos Energy Kavala M.A.E.
which as of April 14, 2021 had entered into, each separately, Bond Loans with Piraeus Bank for a total amount of Euro 9,225 thousand.
The duration of the loans is seven years and the last installment of the loan will be paid on 12/31/2028.
After the completion of the mergers, Mylopotamos Phos 2 M.A.E., in order to fulfill the terms of the loans, must continue to achieve,
on an annual basis, the debt service ratio. This Index (DSCR) which is defined as the quotient of earnings before interest and
depreciation to net financial expenses plus paid arrears (DSCR) > 1.1. The company both at the end of the previous and the closing
fiscal year meets the above indicator.
Xylades Energy S.A.
On June 18, 2021, Xylades Energy A.E. entered into a Bond Loan with Eurobank in the amount of Euro 1,310 thousand. The term of the
loan is five years and the last installment of the loan will be paid on 31/03/2026. There are no financial ratios that must be met regarding
this loan.
On 28.07.2022 the company in Xylades Energy A.E entered into a new loan agreement with an open mutual account in the amount of
Euro 3.450 thousand. This loan was used for the acquisition of the companies:
• DAMAFCO IKE operator of five PV stations with a total power of 2.5MW (5x0.5MW)
• DMN IKE carrier of two PV stations with a total power of 1MW (2x0.5MW)
• PHAROS AE carrier of a 0.76MW solar power station.
The above companies were absorbed by the company Xylades Energy A.E., according to GEMI decision no.: 3003373/3107.2023.
G.E. Dimitriou AEE
The subsidiary «G.E. Dimitriou AEE» on October 14, 2022 concluded a Bond Loan with Piraeus Bank amounting to euro 13.500 thousand.
The duration of the loan is eight years and the first installment being payable in 2024 and the last instalment being payable on
21/10/2030. To meet the terms of the loan, the company must achieve on an annual basis the ratio Net Debt divided by EBITDA defined
as total borrowings less cash and cash equivalents divided by earnings before interest, tax, depreciation, amortization and non-
operating results. The ratio (on a standalone or/and consolidated level) must be below or equal to 10 for year 2023, below or equal to
7 for year 2024, below or equal to 6 for year 2025, below or equal to 5 for year 2026, below or equal to 4 from year 2027 and till the
expiration date of the loan. The company complies with the above covenant as of 31 December 2023 and 31 December 2022.
168
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Employee benefits
24.
According to the Greek Labor Legislation, employees are entitled to receive pension benefits, the amount of which varies based on salary,
years of service and exit route.
The provision for staff retirement indemnity is recognozed in the financial statements in accordance with IAS 19 “Employee Benefits” and is
based on an independent actuarial report.
In May 2021, an agenda decision was published by the IFRIC in relation to IAS 19, and more specifically to how the applicable principles and
requirements in IFRS Standards apply on attributing benefits to periods of service based on a specific fact pattern of a defined benefit plan.
IFRIC concluded that, for the defined benefit plan with the fact pattern illustrated in the agenda decision, the entity attributes retirement
benefit to each year in which an employee renders service, in the last years of the period in which the retirement benefit is capped (16 years
of service), until the retirement age.
Following the publication of the IFRIC agenda decision, a Technical Committee was established in Greece between the Institute of Certified
Public Accountants in Greece (SOEL) and qualified actuaries to form a consultation paper that would examine the prevalent benefit practices
in the Greek market and that would be used as a basis for applying the specific decision in Greece. The main outcome of the Technical
Committee’s guidelines is that the Greek market provides for a variety of benefit practices that may diverge from the fact pattern illustrated
in the IFRIC agenda decision, since benefit payments may be provided in other cases of exit, apart from normal retirement. The Group
indemnities' policy does not provide for a fact pattern that differs from that assumed in the IFRIC agenda decision.
The amounts recognized for the defined benefit obligation as of 31 December 2023 and 31 December 2022 are the following:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance sheet obligations for:
Pension benefits
5.552
4.731
9
6
Total
5.552
4.731
9
6
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Income statement charge:
Pension benefits
1.110
1.049
3
2
Total
1.110
1.049
3
2
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Comprehensive income statement charge:
Pension benefits
(200)
368
1
2
Total
(200)
368
1
2
The amount recognized in the Other Comprehensive Income Statement for the Group as of 31 December 2023 includes deferred tax expense
of euro 44 thousand.
The amounts recognized in the income statement are as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Current service cost
573
614
3
2
Interest cost / (income)
169
15
-
-
Past service cost
106
50
-
-
Termination benefits
262
370
-
-
Total included in employee benefit expenses
1.110
1.049
3
2
(Note 28)
The change in the defined benefit obligation during 2023 and 2022 is the following:
169
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
GROUP
COMPANY
Present value
Present value
of obligations
of obligations
Balance 1 January 2022
4.452
6
Currect service cost
614
2
Interest cost / (income)
15
-
Termination benefits
370
-
Past service cost
50
-
Acquisition of subsidiaries
342
-
Contributions paid
(663)
-
Reclassifications
-
-
(Gains) / Losses from change in demographic
(107)
-
assumptions
(Gains) / Losses from change in financial assumptions
(673)
-
(Gains) / Losses from experience adjustments
333
(2)
Balance 31 December 2022
4.733
6
Current service cost
572
3
Interest cost / (income)
169
-
Termination benefits
262
-
Past service cost
106
-
Acquisition of subsidiaries
65
-
Staff movement
(29)
-
Other
29
Contributions paid
(597)
-
Reclassifications
2
-
(Gains) / Losses from change in financial assumptions
192
-
(Gains) / Losses from experience adjustments
51
-
Balance 31 December 2023
5.554
9
The main actuarial assumptions used are as follows:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
%
%
%
%
Discount rate
3,14%
3,55%
3,69%
3,69%
Inflation rate
2,70%
1,70%
2,70%
1,70%
Future salary increase rate
2,70%
1,70%
2,70%
1,70%
The sensitivity analysis of the obligation for employee benefits for changes in the discount rate used is as follows:
Impact on obligations
2023
2022
Change in
Change in
Change in
Change in
assumption
obligations
assumption
obligations
Discount rate
0,10%
-0,36%
0,10%
0,50%
The above sensitivity analysis has been prepared assuming that only one assumption changes, whereas the rest remain constant. This,
however, rarely happens as changes in assumptions are inter-related. This sensitivity analysis has been prepared under the same method
used for the assessment of the defined benefit obligation presented in the Statement of Financial Position.
The expected maturity analysis of the defined benefit obligations is as follows:
GROUP
Up to
Between
Between
Above
Total
Balance 31 December 2023
1 year
1 and 2 years
2 and 3 years
5 years
Employee benefits
978
868
1.729
2.683
6.258
170
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
171
The Group uses the EVK 2000 table with improvement of the age gap, according to the OECD report and the World Health Organization on
life expectancy in Greece, based on the age setback methodology as described in Ministerial Decision K4-4381/1979, Official Gazette
3434/8.11.1979 and was also applied to the tables PM60/64.
25.
Grants
The grants are analyzed as follows:
The amounts of the grants refer to grants from European programs in which the subsidiary "Unisystems" participates and to grants from the
subsidiary "iStorm" from its main supplier, "Apple" for the construction of stores of the retail chain.
There are no unfulfilled conditions or other contingencies attaching to the government assistance that has been recognized by the Group.
26.
Trade and other payables
Trade and other payables are analyzed as follows:
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at beginning of the year
2.364
1.517
-
-
Additions
1.712
2.743
-
-
Transfer to profit and loss (amortization)
(2.237)
(1.896)
-
-
Balance at end of the year
1.839
2.364
-
-
Non-current grants
695
1.187
-
-
Current grants
1.144
1.177
-
-
1.839
2.364
-
-
COMPANY
GROUP
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Trade payables
115.782
101.963
263
149
Amounts due to related parties (Note 37)
2.580
126
2.493
61
Accrued expenses
41.709
38.020
276
280
Social security contributions and other taxes and duties payable
14.511
18.014
80
73
Advances from customers
2.366
3.087
-
-
Deferred income
2.348
1.150
23
20
Amounts payable from collections of 'cash on delivery'
10.616
10.363
-
-
Other liabilities
7.505
25.794
1.050
491
Total
197.417
198.517
4.185
1.074
Non-current liabilities
683
1.118
596
59
Current liabilities
196.734
197.399
3.589
1.015
Total
197.417
198.517
4.185
1.074
COMPANY
GROUP
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
172
The amounts in the related parties, the Company and the Group, include a balance of Euro 2,470 thousand, the purchase price due to a
former shareholder of the subsidiary company EPAFOS (Note 43). The other liabilities as of 31 December 2023 are primarily related with
projects of subsidiary Unisystems.
27.
Expenses by nature
The analysis of expenses by nature is as follows:
28.
Employee benefit expenses
The employee benefit expenses are analyzed as follows:
Note
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
Employee benefit expenses
28
(114.797)
(106.026)
(1.207)
(1.090)
Costs of inventories recognised as expense
(759.618)
(646.956)
-
-
Depreciation of property, plant and equipment
7
(5.612)
(4.610)
(44)
(31)
Depreciation of right-of-use assets
41
(6.369)
(5.261)
(156)
(118)
Amortisation of intangible assets
9
(1.634)
(1.882)
(1)
-
Repair and maintenance expenses
(1.353)
(1.409)
(55)
(42)
Impairment on trade receivables
97
25
-
-
Advertising expenses
(15.084)
(12.413)
(12)
(12)
Third parties fees
(197.004)
(171.490)
(701)
(429)
Other
(30.103)
(25.988)
(751)
(743)
Total
(1.131.477)
(976.010)
(2.926)
(2.465)
Allocation of total expenses by function:
Cost of sales
(1.024.787)
(878.416)
-
-
Selling expenses
(64.816)
(56.473)
-
-
Administrative expenses
(41.874)
(41.121)
(2.926)
(2.465)
(1.131.477)
(976.010)
(2.926)
(2.465)
COMPANY
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
GROUP
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
Wages and salaries
(80.222)
(77.418)
(755)
(751)
Treasury share distribution program (Note 3.26)
(1.089)
(1.096)
-
-
Social security costs
(16.518)
(14.634)
(166)
(165)
Pension costs - defined benefit plans (Note 24)
(1.110)
(1.049)
(3)
(2)
Sundry employee benefits
(15.858)
(11.829)
(283)
(172)
Total
(114.797)
(106.026)
(1.207)
(1.090)
COMPANY
GROUP
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Finance income / costs
29.
The finance income / (costs) are analyzed as follows:
GROUP
COMPANY
1/01/2023-
1/01/2022-
1/01/2023-
1/01/2022-
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Finance costs
- Bank borrowings
(4.298)
(2.419)
-
-
- Bond loans
(4.053)
(1.408)
-
(31)
- Lease liabilities
(1.405)
(1.015)
(33)
(24)
- Guarantees
(702)
(478)
(43)
(49)
- Gains / (losses) from foreing exchange differences
(563)
48
(6)
-
- Other
(2.329)
(1.941)
-
(1)
Total
(13.350)
(7.213)
(82)
(105)
Finance income
- Interest income on cash at banks
780
33
346
16
-Interest income on loans to related parties
85
-
-
-
- Interest income on finance leases
90
110
-
-
-Other
454
579
-
8
Total
1.409
722
346
24
Net finance costs
(11.941)
(6.491)
264
(81)
The change in financial expenses is mainly due to the gradual increase in the quarterly Euribor from 2.18% at the beginning of the current
year to 3.9% at the end of the year. The other financial expenses in the Group concern interest from received advances and credit card fees.
Income tax expense
30.
The Income tax expense of the Group and of the Company for years 2023 and 2022, respectively, was:
GROUP
COMPANY
1/01/2023-
1/01/2022-
1/01/2023-
1/01/2022-
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Current tax
(14.313)
(10.663)
-
-
Deferred tax
775
(2.229)
(42)
(40)
Total
(13.538)
(12.892)
(42)
(40)
173
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
GROUP
COMPANY
1/01/2023-
1/01/2022-
1/01/2023-
1/01/2022-
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Profit before tax
58.910
54.892
10.728
13.424
22%
22%
22%
22%
Tax calculated at domestic tax rate applicable to
(12.960)
(12.076)
(2.360)
(2.953)
profits in the respective countries
Income not subject to tax
1.946
(6.211)
2.403
3.124
Expenses not deductible for tax purposes
(2.897)
5.204
(44)
(22)
Effect of change in tax rates
-
-
-
-
Utilisation of tax losses brought forward
338
251
(41)
-
Tax losses of current period carried forward
35
(60)
-
(189)
Tax charge
(13.538)
(12.892)
(42)
(40)
Concerning the foreign subsidiaries of the Group, in order for the current tax expense to be calculated, the relevant applicable tax rates have
been used. Tax over profit before taxes of the Company differs from the theoretical amount which would arise by using the weighted average
tax rate applicable in the tax jurisdiction each of each subsidiary.
According to Law 4799/2021, the tax rate was further reduced to 22% for the profits of fiscal year 2021 onwards.
According to Law 4646/2019, since 1 July 2020, profits from the sale of shares of companies based in the E.U. are not taxable in Greece if
the seller maintains a minimum stake of 10% for at least two consecutive years. Tax losses, to the extent that they are recognized by the
tax authorities, can be used to offset taxable profits of the five subsequent years following the year in which they were realized. Greek tax
legislation and related provisions are subject to interpretation by the tax authorities and the administrative courts. Income tax returns are
filed annually. Profits or losses declared for tax purposes remain temporary until the tax authorities review the taxpayer's tax returns and
books, at which time the related tax liabilities are considered final. According to the current tax legislation (Article 36, Law 4174/2013), the
Greek tax authorities can impose additional taxes and fines after an audit, within the prescribed limitation period which, in principle, is five
years from the end of the following year in which the deadline for submitting the income tax return expires. Based on the above, fiscal
years up to 2016 are considered, in principle and based on the general rule, to having expired.
In accordance with the provisions of the Greek tax legislation, companies pay an income tax advance each year calculated at 80% of the
income tax of the year which is set off against the income tax payable of the following year. Any excess advance amount is returned to the
company after a tax audit.
The Group has adopted the tax reform – Pillar two. The relevant amendment of IAS-12 provides for a temporary exemption from additional
tax calculation of the above reform. The Group has determined that the global minimum additional tax that is required to be paid in
accordance with the provisions of the reform (pillar 2) is income tax in accordance with IAS 12. The Group has applied the provision for the
temporary exemption provided for in the calculation of the additional tax. However, the effect of the additional tax expected from the
above reform is not significant for the Group.
From the financial year 2011 and onwards, the tax returns are subject to the Tax compliance report process (as described below):
Tax Compliance Report
From the financial year 2011 and onwards, Greek Société Anonyme and Limited Liability Companies that are required to prepare audited
statutory financial statements are subject to the “Tax compliance report” issued by the auditor that issues the audit opinion on the statutory
financial statements.
As a result of the audit, a tax certificate is issued, which replaces the audit by the tax authority, without, however, reducing the companies'
tax obligations for these years. The tax authority reserves the right of subsequent control. The Company was audited by the statutory
auditors and received a tax certificate for the years 2011 - 2022.
For the Greek companies of the Group that are subject to the above process, the “Tax compliance report” for the years 2011 till 2022, has
been issued and submitted with no substantial adjustments with respect to the tax expense and corresponding tax provision as reflected in
the respective annual financial statements.
174
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
175
The tax audit for the financial year 2023 is being performed by KPMG Certified Auditors S.A.. Upon completion of the tax audit, management
does not expect that significant additional tax liabilities will arise, in excess of those provided for and disclosed in the financial statements.
31.
Other operating income
Other operating income is analyzed as follows:
The dividend income of euro 10.804 thousand for 2023 on a Company level includes dividend income from Unisystems of euro 5.009 thousand
(2022: 3.015 thousand), from Info Quest Technologies of euro 1.802 thousand (2022: 2.500 thousand), from ACS of euro 0 thousand (2022:
5.003 thousand), from iStorm of euro 993 thousand (2022: 1.000 thousand) and from iSquare of euro 3.000 thousand (2022: 2.502 thousand).
The amount of Euro 1,367 thousand (2022: 1,419 thousand) of other revenues in the Company is related to the Company's charges to its
subsidiaries for administrative services (Administrative-financial services and building infrastructure maintenance). In the Group, the amount
of Euro 1,474 thousand (2022: 1,687 thousand) relates mainly to revenue for advertising activities from suppliers.
32.
Other gains / (losses) net
Other gains / (losses) are analyzed as follows:
The amount of Euro 815 thousand in the Company refers to the profit resulting from the sale of the 16.88% participation in associate Cosmos
business systems A.E..
The amount of 1,385 thousand euros for the Group in the previous year includes a profit of 1,226 thousand euros from the sale of the
participation in the company Accusonus held by the indirect subsidiary with the name iQbility (Note 16), as well as a profit of 157 thousand
euros from the sale of the Cardlink One subsidiary owned by the Company (Note 46). At the Company level, the gain from the sale of
subsidiaries/associated companies of EUR 159 thousand for 2022 basically includes the loss of EUR (20) thousand from the sale of Cardlink
One and the gain of EUR 181 thousand resulting from the liquidation of subsidiary Quest International during the previous year.
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
Dividend income
191
170
10.804
14.021
Amortization of grants received
2.238
1.896
-
-
Other income from grants
13
133
-
-
Rental income
603
458
389
378
Insurance reimbursement
52
43
-
-
Legal income
13
-
-
-
Other
1.474
1.687
1.367
1.419
Total
4.584
4.387
12.561
15.818
GROUP
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
COMPANY
01/01/2023-
31/12/2023
01/01/2022-
31/12/2022
01/01/2023-
31/12/2023
01/01/2022-
31/12/2022
Profit / (Loss) on disposal of subsidiaries and associates
1.130
1.385
815
159
Profit / (Loss) on derivatives not qualifying as hedges
27
(339)
-
-
Other
(17)
(79)
16
(7)
Total
1.140
967
830
152
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
176
33.
Commitments
Capital commitments
On the reporting date, 31 December 2023, there are no capital expenditures that has been contracted for the Group and the Company.
34.
Contingent assets and liabilities
The Group and the Company have contingencies in respect of bank guarantees, guarantees and other matters arising in the ordinary course
of business from which no material liabilities are reasonably expected to arise.
The contingent liabilities are analysed as follows:
Furthermore, there are various legal cases against companies of the Group for which Management estimates that no additional material
liabilities will arise, apart from those already provided for in the Financial Statements prepared as of 31 December 2023.
35.
Encumbrances
As of 31 December 2023, the liens and encumbrances on the assets of the Group companies are as follows:
QUEST ENERGY S.A.
The company "QUEST ENERGY S.A." concluded on November 17, 2020 a 9-year Bond Loan Agreement with ALPHA BANK amounting to
euro 3.000 thousand. The current outstanding balance amounts to euro 2.167 thousand and has been secured with a Pledge Agreement
concluded on securities.
Xylades Energy.S.A.
The company "Xylades Energeiaki S.A." concluded on May 11, 2012 a 10-year Debt Loan Agreement with TT (Eurobank), amounting to
euro 2.548 thousand that has been secured with a since July 23, 2012 Pledge Agreement on Law 2844/2000, based on which the fixed
equipment relating to the photovoltaic station of the said company has been pledged.
On June 18, 2021 a 5-year Bond Loan Agreement, with Eurobank Bank amounting to euro 1.310 thousand was concluded. The current
outstanding balance amounts to euro 1.280 thousand and has been secured with a since 18 June 2021 Pledge Agreement (Law
2844/2000).
On July 28, 2022 a credit facility was concluded amounting to euro 3.450.000.
The total current outstanding balance of the above loans amounts to euro 4.258 thousand.
Wind Sieben S.A.
The company "Wind Sieben S.A." has concluded:
- from April 24, 2019 6-year Bond Loan Agreement with ALPHA BANK amounting to euro 3.500 thousand. The current outstanding
balance amounts to euro 1.332 thousand and has been secured with the following:
a The Pledge Agreement from April 24, 2019 (Law 2844/2000), based on which the fixed equipment relating to the photovoltaic station
of the said company has been pledged and
b The Pledge Agreement from April 24, 2019 on Bonds.
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Letters of guarantee to customers securing contract performance
31.231
31.342
536
4.063
Letters of guarantee for participation in tenders
2.548
4.022
-
-
Letters of guarantee for advances
28.549
10.345
-
-
Letters of guarantee to banks on behalf of subsidiaries
159.250
97.250
159.250
97.250
Letters of guarantee to creditors on behalf of subsidiaries
43.515
44.055
43.515
44.055
Other
20.162
9.199
-
-
285.255
196.214
203.302
145.368
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
177
Fos Energy Kavala S.A.
The company "Fos Energy Kavala M.A.E." has concluded:
- the seven-year Bond Loan Agreement with Piraeus Bank amounting to euro 1.319 thousand from April 12, 2021. The current
outstanding balance amounts to euro 869 thousand and has been secured with the following:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment relating to the photovoltaic station
of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
Mylopotamos Fos 2 S.A.
The company "Mylopotamos Fos 2 S.A." has concluded:
- the 7-year Bond Loan Agreement with Piraeus Bank amounting to euro 1.287 thousand from April 12, 2021. The current, outstanding
balance amounts to euro 847 thousand and has been secured with the following:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment relating to the photovoltaic station
of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
Fos Energy Beta Xanthi S.A.
The company "Fos Energy Beta Xanthi S.A." has concluded:
- the 7-year Bond Loan Agreement with Piraeus Bank from 12 April 2021 amounting to euro 1.363 thousand. The current outstanding
balance amounts to euro 900 thousand and has been secured with the following:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment relating to the photovoltaic station
of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
Phottopower Evmirio Beta S.A.
The company "Phottopower Evmirio Beta S.A." has concluded:
- the 7-year Bond Loan Agreement with Piraeus Bank from 12 April 2021 amounting to euro 1.338 thousand. The current outstanding
balance amounts to euro 872 thousand and has been secured with the following:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment relating to the photovoltaic station
of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
Petrox Solar Power S.A.
The company "Petrox Solar Power S.A." has concluded:
- the 7-year Bond Loan Agreement with Piraeus Bank from 12 April 2021 amounting to euro 1.327 thousand. The current outstanding
balance amounts to euro 875 thousand and has been secured with the following:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment relating to the photovoltaic station
of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
Nuovo Kavala Phottopower S.A.
The company "Nuovo Kavala Phottopower S.A." has concluded:
- the 7-year Bond Loan Agreement with Piraeus Bank from 12 April 2021 amounting to euro 1.311 thousand. The current outstanding
balance amounts to euro 864 thousand and has been secured with the following:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment relating to the photovoltaic station
of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
Beta Sunenergia Karvali S.A.
The company "Beta Sunenergia Karvali M.A.E." has concluded:
- the 7-year Bond Loan Agreement with Piraeus Bank from 12 April 2021 amounting to euro 1.280 thousand. The current outstanding
balance amounts to euro 843 thousand and has been secured with the following:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment relating to the photovoltaic station
of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
178
Kinigos S.A.
The company "Kinigos S.A." has concluded:
- the September 11, 2020 11-year Bond Loan Agreement with the National Bank of Greece amounting to euro 18.070 thousand. The
current outstanding balance amounts to euro 13.191 thousand and has been secured with the following:
a The Pledge Agreement from September 28, 2020 (Law 2844/2000), based on which the fixed equipment relating to the photovoltaic
station of the company in question has been pledged and
b The Pledge Agreement from 28 September 2020 on Bonds.
MKVT P.C.
The company “MKBT P.C.” concluded on 23 December 2020 Loan Agreement amounting to euro 479 thousand. The current outstanding
balance amounts to euro 413 thousand and has been secured with the following:
The Pledge Agreement from 27 April 2021 on securities with Optima Bank.
SUNNYVIEW P.C.
The company “SUNNYVIEW P.C.” concluded on 23 December 2020 Loan Agreement amounting to euro 479 thousand. The current
outstanding balance amounts to euro 413 thousand and has been secured with the following:
The Pledge Agreement from 21 April 2021 on securities with Optima Bank.
G.E. DIMITRIOU S.A.
On the property of the company "G.E. DIMITRIOU S.A." located in Athens, Sepolia, a promissory note in favor of the Piraeus Bank
(former Bank of Cyprus Ltd) has been registered amounting to euro 1.500 thousand and fully mortgaged on 16.7.2019.
In the context of the validation of the restructuring agreement (decision 146/2022 of the Multi-Member Court of First Instance of
Athens) a note with no. 539/20.04.2022 was registered for the company's obligation to transfer the property at Sepolia to Piraeus Bank.
Part of the borrowings of the Group's subsidiaries are secured with guarantees provided by the Company.
36.
Dividends
Current year
The Annual Ordinary General Meeting of June 15, 2023, decided for the distribution of dividend and of part of previous years’ retained
earnings amounting to a total amount of euro 0,20 per share (excluding the treasury shares held by the Company without eligibility to
receive dividends). The distribution amount is subject to a 5% tax withholding pursuant to articles 40 and 64 of the Law 4172/2013
(Government Gazette A’ 167/23.07.2013), as amended by the Law 4646/2019, article 24 (Government Gazette A’ 201/12.12.2019). As
a result, the net payable amount will be euro 0,19 per share. The payment took place on Monday 26 June 2023.
Prior year
As per resolution of the Annual Ordinary General Meeting of June 15, 2022, the Company distributed dividend after excluding from
this process the treasury shares held, amounting to euro 1,25 (gross amount) per share on the 35.740.896 shares of the Company,
which, as per resolution of the Extraordinary General Meeting held on February 28, 2022, were split (split: 1 old share for 3 new shares)
into 107.222.688 new shares. In addition, as further decided by the Annual Ordinary General Meeting of June 15, 2022, the distribution
of dividend of euro 0,15 (gross amount) for the new number of shares (107.222.688) was decided. It is noted that the adjusted (based
on the number of new shares) dividend for fiscal year 2021 amounted to euro 0,4167 per share and concerned the interim dividend
plus euro 0,15 per share, namely a total amount of euro 0,5667 per share (gross amount).
37.
Related party transactions
Related parties, in accordance with the requirements of IAS 24, are the subsidiary companies, companies with common shareholders with
the Company, associates, joint ventures, as well as the members of the Board of Directors and the Company's Executives and the persons
closely related to them.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
179
Intra-group transactions relate to sale of goods and rendering of services. The transactions of the Company with the rest of the Group concern
mainly provision of internal support services and leasing of property. Services from, and to related parties, as well as sales and purchases of
goods, are conducted at arm’s length. The Company receives goods and services from the rest of the Group relating mainly to courier services
and repair of IT equipment.
The transactions with related parties during the year were as follows:
The amount of sales of goods and services to related parties of €9,488 thousand on December 31, 2023 mainly concerns sales of €8,680
thousand. to "COSMOS BUSINESS SYSTEMS SA" and €747 thousand to "ACS Cyprus Ltd". Accordingly, the amount of sales of goods and
services of €6,990 thousand on December 31, 2022 mainly concerns sales of €6,230 thousand to "COSMOS BUSINESS SYSTEMS S.A." and €604
thousand to "ACS Cyprus Ltd".
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
1/01/2023-
31/12/2023
1/01/2022-
31/12/2022
i) Sales of goods and services
Sales of goods to:
5.803
4.249
-
-
- Other related parties
5.803
4.249
-
-
Sales of services to:
3.685
2.741
1.474
1.532
-Unisystems Group
-
-
598
616
-Info Quest Technologies
-
-
193
210
-ACS
-
-
301
311
-iStorm
-
-
15
15
-iSquare
-
-
179
188
- Other direct subsidiaries
-
-
186
190
- Other related parties
3.685
2.741
2
2
Dividends
-
-
10.804
14.020
-Unisystems
-
-
5.009
3.015
-Info Quest Technologies
-
-
1.802
2.500
-ACS
-
-
-
5.003
-iStorm
-
-
993
1.000
-iSquare
-
-
3.000
2.502
9.488
6.990
12.278
15.554
ii) Purchases of goods and services
Purchases of goods from:
1.598
-
-
-
- Other related parties
1.598
-
-
-
Purchases of services from:
4.060
3.434
223
208
-Unisystems
-
-
62
22
- Info Quest Technologies
-
-
48
85
-ACS
-
-
7
2
- Other direct subsidiaries
-
-
1
-
- Other indirect subsidiaries
-
-
-
1
- Other related parties
4.060
3.434
105
97
5.658
3.434
223
208
iii) Benefits to management
Salaries and other short-term employment benefits
10.783
9.737
572
585
10.783
9.737
572
585
COMPANY
GROUP
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
180
The amount of euro 10.783 thousand and euro 9.737 thousand for benefits to management in current and prior year respectively basically
concerns salaries as per requirements of IAS 24 “Related parties”.
The amount of receivables from other related parties amounting to €729 thousand as of December 31, 2023 refers to receivables amounting
to €107 thousand. from "ACS Cyprus LTD" and €620 thousand. from "BriQ Properties SA". Accordingly, the amount of receivables from other
related parties amounting to €4,028 thousand on December 31, 2023 refers to receivables amounting to €2,907 thousand from "COSMOS
BUSINESS SYSTEMS SA", €534 thousand from "BriQ Properties SA” and €587 thousand from "ACS Cyprus Ltd".
As mentioned above, transactions with other related parties also include transactions with the company "BriQ Properties REIC", which was a
subsidiary of the Company up to July 31st, 2017, and today is an associated member, although not directly nor indirectly owned by the
Company, due to common key shareholders and significant business relationships, which mainly concern property leases.
The lease liabilities of the Group and the Company to BriQ are analysed as follows:
iv) Period end balances from sales-purchases of goods / services / dividends
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Receivables from related parties:
-Unisystems
-
-
133
135
-Info Quest Technologies
-
-
15
4.500
-ACS
-
-
22
22
-iStorm
-
-
1
2
-iSquare
-
-
18
19
- Other direct subsidiaries
-
-
17
4.469
- Other related parties
729
4.028
18
16
729
4.028
224
9.162
Payables to related parties:
-Info Quest Technologies
-
-
3
40
-ACS
-
-
15
14
- Other direct subsidiaries
-
-
2
3
- Other related parties
2.580
126
2.473
4
2.580
126
2.493
61
v)
Receivables from management and BOD members
-
-
-
-
vi)
Payables to management and BOD members
-
-
-
-
COMPANY
GROUP
31/12/2023
31/12/2022
31/12/2023
31/12/2022
BriQ Properties REIC
Lease liabilities, opening balance
13.126
7.927
354
402
Lease payments
(3.024)
(2.663)
(105)
(82)
Contract modifications
3.204
7.396
29
19
Interest expense
591
467
13
15
Lease liabilities, ending balance
13.896
13.126
290
354
GROUP
COMPAΝY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Earnings per share
38.
Basic and diluted earnings / (losses) per share are calculated by dividing profit/(loss) attributable to ordinary equity holders of the parent
entity, by the weighted average number of the ordinary outstanding shares during the period, and excluding any treasury shares that were
purchased by the Company.
GROUP
1/01/2023-
1/01/2022-
31/12/2023
31/12/2022
Earnings/ (Losses) from continuing operations attributable to equity holders of
44.797
41.394
the Company
Weighted average number of ordinary shares in issue (in thousand)
106.316
106.801
Basic earnings/ (losses) per share (Euro per share)
0,4214
0,3876
Earnings/ (Losses) from continuing operations attributable to equity holders of
44.797
41.394
the Company
Weighted average number of ordinary shares in issue (in thousand)
106.316
106.801
Impact of treasury shares distribution (Note 3.26)
429
-
Weighted and diluted average number of ordinary shares in issue (in thousand)
106.745
106.801
Basic and diluted earnings/ (losses) per share (Euro per share)
0,4197
0,3876
The weighting of the number of shares has been done taking into account the maximum number (429,177 shares) of treasury shares that are
expected to be distributed to Group executives (Note 3.26).
181
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Periods unaudited by the tax authorities
39.
The open tax years for each company of the Group, are as follows:
%
%
Country of
Consolidation
Company Name
Website
Participation
Participation
Open tax years
incorporation
Method
(Direct)
(Indirect)
**
Quest Holdings S.A.
-
-
-
-
2017-2023
*
Unisystems S.A.
Greece
100,00%
Full
2017-2023
- Unisystems Belgium S.A.
-
Belgium
100,00%
100,00%
Full
2017-2023
- UniSystems Luxembourg S.à r.l.
-
Luxembourg
100,00%
100,00%
Full
-
- Intelli Solustions S.A.
https://intelli-corp.com/
Greece
60,00%
60,00%
Full
-
-Intelli d.o.o. Beograd
-
Serbia
60,00%
60,00%
Full
-
-Intelli Solutions Bulgaria eood
-
Bulgaria
60,00%
60,00%
Full
-
- Probotek Ι.Κ.Ε.
-
Greece
24,98%
24,98%
-
-
- OPTECHAIN Ι.Κ.Ε.
-
Greece
46,68%
46,68%
-
-
- Unisystems Cyprus Ltd
-
Cyprus
100,00%
Full
2017-2023
- Unisystems Information Technology Systems SRL
-
Romania
100,00%
100,00%
Full
2017-2023
*
ACS S.A.
Greece
100,00%
Full
2017-2023
- GPS Postal Services ΜΙΚΕ
Greece
100,00%
100,00%
Full
-
- ACS Cyprus ltd
-
Greece
20,00%
20,00%
Equity Method
-
*
Quest Energy S.A.
Greece
100,00%
Full
2017-2023
- Wind farm of Viotia Amalia S.A.
Greece
100,00%
0,00%
Full
2017-2023
- ΜΚΒΤ P.C.
-
Greece
100,00%
100,00%
Full
2017-2023
- Wind farm of Viotia Megalo Plai S.A.
Greece
100,00%
100,00%
Full
2017-2023
- SUNNYVIEW P.C.
-
Greece
100,00%
100,00%
Full
2019-2023
- Quest Aioliki Livadiou Larisas Ltd
Greece
98,67%
98,67%
Full
2017-2023
- Quest Aioliki Servion Kozanis Ltd
Greece
100,00%
100,00%
Full
2017-2023
- Quest Aioliki Distomou Megalo Plai Ltd
Greece
98,67%
98,67%
Full
2017-2023
- AIGIALI P.C.
Greece
100,00%
100,00%
Full
2020-2023
- Quest Aioliki Sidirokastrou Hortero Ltd
Greece
98,67%
98,67%
Full
2017-2023
- Xylades Energeiaki S.A.
Greece
99,00%
99,00%
Full
2017-2023
- Mylopotamos Fos 2 S.A.
Greece
100,00%
100,00%
Full
2017-2023
- Wind Sieben S.A.
Greece
100,00%
100,00%
Full
2017-2023
- ADEPIO LTD
-
Cyprus
100,00%
Full
-
- Kinigos S.A.
Greece
100,00%
100,00%
Full
2017-2023
*
iSquare S.A.
Greece
100,00%
Full
2017-2023
iQbility M Ltd
Greece
100,00%
100,00%
Full
2017-2023
*
Info Quest Technologies S.A.
Greece
100,00%
Full
2017-2023
- Info Quest Technologies LTD
-
Cyprus
100,00%
100,00%
Full
-
- Team Candi S.A.
Greece
100,00%
100,00%
Full
2017-2023
- Info Quest Technologies Romania SRL
Romania
100,00%
100,00%
Full
-
*
EPAFOS S.M.S.A.
Greece
100,00%
Full
2017-2023
*
RETAILCO HELLENIC
M.Α.Ε.
-
Ελλάδα
100,00%
Ολική
2023
*
iStorm S.A.
Greece
100,00%
Full
2017-2023
- iStorm Cyprus ltd
-
Cyprus
100,00%
100,00%
Full
-
*
QuestOnLine S.A.
Greece
100,00%
Full
2017-2023
*
Clima Quest S.A.
Greece
100,00%
Full
2020-2023
*
FOQUS S.A.
Greece
100,00%
Full
2021-2023
*
G.E. Dimitriou A.E.E.
Greece
99,09%
Full
2017-2023
- Toyotomi Italia S.R.L.
-
Italy
34,65%
34,33%
Equity Method
-
- Spiros Tassoglou & SIA O.E.
-
Greece
95,00%
94,14%
-
Under liquidation
*
Nubis S.A.
Greece
43.26%
Equity Method
-
*
Pleiades IoT Innovation Cluster
Greece
50,00%
100,00%
-
-
*
Direct investment
**
Parent Company
For the subsidiaries and associates incorporated in Greece, the tax audit of the closing year 2023 is currently being conducted by the following
audit firms:
182
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Company
Auditor
- Unisystems S.A.
KPMG S.A.
- ACS S.A.
KPMG S.A.
- Quest Energy S.A.
SOL S.A.
- Wind farm of Viotia Amalia S.A.
Unaudited
- Wind farm of Viotia Megalo Plai S.A.
Unaudited
- Quest Aioliki Livadiou Larisas Ltd
Unaudited
- Quest Aioliki Servion Kozanis Ltd
Unaudited
- Quest Aioliki Distomou Megalo Plai Ltd
Unaudited
- Quest Aioliki Sidirokastrou Hortero Ltd
Unaudited
- I Square S.A.
KPMG S.A.
- Info Quest Technologies S.A.
KPMG S.A.
- iStorm S.A.
Grant Thornton S.A.
- iQbility M ltd
Unaudited
- QuestOnLine S.A.
Grant Thornton S.A.
- iStorm Cyprus ltd
Unaudited
- Xylades Energeiaki S.A.
SOL S.A.
- Wind Sieben S.A.
SOL S.A.
- ΜΚΒΤ P.C.
SOL S.A.
- SUNNYVIEW P.C.
SOL S.A.
- G.E. Dimitriou A.E.E.
KPMG S.A.
- Mylopotamos fos 2 S.A.
SOL S.A.
- Kinigos S.A.
SOL S.A.
- Clima Quest S.A.
SOL S.A.
- Team Candi S.A.
SOL S.A.
- FOQUS S.A.
SOL S.A.
Upon completion of the above tax audits, Group management does not anticipate any material tax liabilities other than those already
recorded and disclosed in the consolidated financial statements.
Number of employees
40.
The headcount of the Group at the end of the current fiscal year amounted to 2.975 employees and of the Company to 7 employees. At the
end of 2022 fiscal year the headcount of the Group amounted to 2.599 and of the Company to 6 employees.
183
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Right-of-use assets
41.
The Group and the Company lease assets including land, stores, warehouses and vehicles.
Lease terms are negotiated on an individual basis
and contain a wide range of different terms and conditions. The movement in the right-of-use assets during the year is the following:
GROUP
Land and
Vehicles
Total
buildings
16.625
2.045
18.669
1 January 2022
8.872
1.128
10.000
Additions
Depreciation charge
(4.290)
(971)
(5.261)
(96)
13
(83)
Early termination of contracts
780
-
780
Acquisition of subsidiaries
Reclassifications
10
-
10
289
5
294
Changes in contract estimates
22.190
2.220
24.409
31 December 2022
GROUP
Land and
Vehicles
Total
buildings
22.190
2.220
24.409
1st January 2023
7.134
3.099
10.233
Additions
Depreciation charge
(5.095)
(1.275)
(6.370)
-
-
-
Early termination of contracts
1.267
192
1.459
Reclassifications
Changes in contract estimates
33
(33)
-
26.017
4.223
30.239
31 December 2023
COMPANY
Land and
Vehicles
Total
buildings
1 January 2022
381
11
392
Additions
1.312
6
1.319
Depreciation charge
(106)
(12)
(118)
Reclassifications
-
13
13
31 December 2022
1.588
19
1.606
COMPANY
Land and
Vehicles
Total
buildings
1st January 2023
1.588
19
1.606
Additions
-
125
125
Depreciation charge
(135)
(22)
(156)
Early termination of contracts
(1.199)
-
(1.199)
31 December 2023
254
121
375
The additions of euro 9,083 thousand during the current year at Group level mainly concern: in the amount of euro 2,498 thousand. the "Info
Quest Technologies S.A." in the amount of euro 1.606 thousand "iStorm S.A." and in the amount of euro 1,319 thousand. "Unisystems S.A."
The additions of euro 10.000 thousand in the Group for the prior include mainly additions for subsidiary “Info-quest Technologies SA” upon
the commencement of lease of the new logistics center in Aspropyrgos, Attica in 2022.
184
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
185
Lease contracts are usually concluded for fixed periods from 4 to 10 years but may have extensions or termination rights. The main contracts
of the Group containing this type of rights mainly concern the category of buildings. In their majority, these leases provide termination rights
after a determined period.
In most cases, it is considered that the termination rights will not be exercised, as they basically serve the activities of the Group.
Lease contracts do not impose other penalties except for the security on the leased assets held by the lessor. Leased assets may not be used
as security for borrowing purposes.
42.
Lease liabilities
Lease liabilities relate to the discounted future lease payments in accordance with IFRS 16 ‘Leases’.
The movement in lease liabilities during the year is as follows:
43.
Business Combinations
Current year
Acquisition of company EPAFOS
On 22 May 2023, the Company acquired 100% of the shares and the respective voting rights in EPAFOS S.M.S.A. The acquiree has been
developing integrated information systems to streamline the management and operations of educational organizations for the past 30
years. It holds a leading position in its market segment with a customer base of 3.000 active customers in the sector of education and
a significant market share, offering a wide range of IT and new technologies solutions. EPAFOS, which is currently a customer of group
subsidiary Info Quest Technologies, will become the vehicle that will enable the penetration of the Group into the sector of IT systems
for education, which is particularly promising with very positive prospects. The specific investment is estimated to contribute around
euro 5.000 thousand extra revenue to the Group on an annual basis at an EBITDA margin of around 10%.
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Lease liabilities
19.124
16.081
131
1.292
Amounts due to related parties (Note 21)
13.896
13.126
267
354
Total
33.020
29.207
398
1.646
Non-current liabilities
26.908
23.899
272
1.446
Current liabilities
6.112
5.308
126
200
33.020
29.207
398
1.646
Maturity analysis:
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Within 1 year
6.056
5.281
126
200
Between 1 and 2 years
6.008
5.313
131
207
Between 2 and 5 years
11.565
10.831
139
543
More than 5 years
9.391
7.782
2
696
33.020
29.207
398
1.646
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Balance at the beginning of the year
29.207
22.673
1.646
414
Additions/changes in contract estimates
9.385
12.088
(1.075)
1.308
Lease payments
(7.439)
(7.440)
(173)
(99)
Interest expense
1.405
1.015
33
24
Reclassifications
95
(6)
(33)
(1)
Acquisition of subsidiary
367
877
-
-
Balance at the end of the year
33.020
29.207
398
1.646
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
The consideration transferred for the acquisition amounted to euro 2.514 thousand (cash consideration). The total consideration
agreed includes a contingent component (earn-out) and is expected to reach up to euro 4.984 thousand in total.
The following table summarizes the acquisition date fair value of each major class of consideration transferred:
Amounts in thousand euros
Cash
2.514
Contingent consideration
2.470
Total consideration transferred
4.984
In accordance with the terms of the acquisition agreement and as already mentioned, the Group may pay out to the shareholder of
EPAFOS an additional amount within 2025, which shall reach up to a maximum of euro 2.470 thousand, provided that specific targets
regarding turnover and EBITDA for the years 2023-2024 are achieved.
The goodwill that arose from the acquisition has been calculated as follows:
Amounts in thousand euros
EPAFOS M.A.E.
- Consideration
4.984
Book values
31/05/2023
Assets
Non-current assets
123
Other current assets
2.214
Cash & cash equivalents
646
Total assets
2.983
Liabilities
Non-current liabilities
49
Current liabilities
1.195
Total liabilities
1.244
Total net assets
1.739
Percentage (%) acquired
100%
Net assets acquired
1.739
Consideration paid in cash
2.514
Contingent consideration (earn-out)
2.470
Net assets acquired
1.739
Provisional goodwill
3.245
Consideration paid-out
2.514
Cash on acquisition date
646
Net cash outflow
1.868
The goodwill arising from the acquisition of EPAFOS has been determined on a provisional basis, as the relevant purchase price
allocation (PPA) process has not been completed until the date the financial statements of 31 December 2023 were authorized for
issue, and therefore the book values of the acquired assets and liabilities as of the acquisition date 31 May 2023 have been used for its
determination. During the 12-month measurement period after the acquisition date, the acquisition accounting will be completed with
186
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
any necessary adjustments that might arise upon the finalization of the PPA. The goodwill is attributable mainly to the know-how and
specialization that EPAFOS has developed in the field of Information Systems for education.
Completion of the purchase price allocation process for the business combination with "G.E. DIMITRIOU S.A." – finalization of
acquisition accounting
During the previous fiscal year 2022, the Company participated in the restructuring of G.E. DIMITRIOU. Specifically, the Decision no.
146/2002 of the Multi Member Court of First Instance of Athens upheld the petition of the company G.E. DIMITRIOU, dated 31/03/2021
bearing General Filing Number 16524/2021 and Special Filing Number 98/2021, regarding the immediate ratification of the
restructuring agreement (according to article 44 of Law 4738/2020) and ratified the restructuring agreement dated 30/03/2021
between G.E. DIMITRIOU and its creditors.
The Board of Directors of the Company was informed about the Extraordinary General Meeting of the shareholders of G.E. DIMITRIOU,
that was convened on 18/7/2022 in implementation of the restructuring agreement and in particular, article 7 thereof. The General
Meeting decided, inter alia, to increase the Share Capital of the Company by the amount of euro 5.000.000 with the issuance of
125.000.000 shares of a nominal value of euro 0,04 each. Furthermore, the Board of Directors of the Company was informed that the
restructuring agreement stipulates that the Company would undertake, in accordance with the terms of the restructuring agreement,
the obligation to cover the entire amount of the increase of the share capital of the company G.E. DIMITRIOU, within 6 months upon
the ratification of the restructuring agreement by the competent Court, and that the existing shareholders would participate in the
increase of the share capital of G.E. DIMITRIOU, up to the amount of euro 210.239,16. Following this, and in accordance with the
provisions of the restructuring agreement, the Company on 25 August 2022, paid out a lump sum of euro 4.789.760,84 in this respect,
holding a share of 95,03% after the exercise of the relevant preemptive rights of the existing shareholders.
Finally, according to the decision made by the Board of Directors of the company G.E. DIMITRIOU, concerning the newly issued shares
that had remained unsold after the exercise of the preemptive rights granted to the existing shareholders upon the share capital
increase, and after notification given to the Company, the Company paid out on 25 August 2022 an additional amount of euro
204.387,16 for the acquisition of the total number of the shares unsold (namely 5.109.679 newly issued shares). As a result, the interest
held by the Company on the share capital of G.E. DIMITRIOU finally reached at 99,089%.
Regarding the goodwill that arose, that had been measured on a provisional basis as at 31/8/2022, it was finalized as of 30/06/2023
retrospectively upon completion of the Purchase Price Allocation process (‘PPA’). The final goodwill was calculated as follows:
187
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Amounts in thousand euros
G.E. Dimitriou
A.E.E.
- Consideration
5.094
Fair values
31/08/2022
Assets
Non-current assets
4.717
Short-term receivables
3.310
Cash & cash equivalents
5.136
Total assets
13.163
Liabilities
Long-term liabilities
1.563
Short-term liabilities
20.541
Total liabilities
22.105
Total net assets
(8.941)
Percentage (%) acquired
99%
Net assets acquired
(8.860)
Consideration
5.094
Net assets acquired
(8.860)
Goodwill
13.954
Consideration paid-out
5.094
Cash on acquisition date
5.136
Net cash outflow
(42)
Based on the PPA process, the fair values of the net assets of G.E. DIMITRIOU as of 31/08/2023 were determined as follows:
Book values
Adjustments to
Fair values
In thousands of euro
31/08/2022
fair value
31/8/2022
Property, plant and equipment
1.388
1.388
Intangible assets
1.000
3.296
4.296
Investments in associates
136
136
Other long-term receivables
61
61
Inventories
574
574
Trade and other receivables
1.572
1.572
Cash and cash equivalents
5.136
5.136
Loans and borrowings
(5.977)
(5.977)
Deferred tax liabilities
(266)
(725)
(991)
Employee benefits
(396)
(396)
Other provisions
(60)
(60)
Trade and other receivables
(14.680)
(14.680)
Total identifiable net assets acquired
(11.512)
2.571
(8.941)
For G.E. DIMITRIOU a new intangible asset was identified and recognized that concerns the distribution agreement for products of
brand “Toyotomi” that had been concluded by the subsidiary, since the recognition criteria set forth in IFRS 3 “Business Combinations”
and IAS 38 “Intangible assets” are being met. The cost of the asset was determined at euro 3.296 thousand and the useful life was set
at 8,6 years. The acquisition accounting was completed retrospectively as of 30/06/2023 (Note 47). \
188
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
For the measurement of the fair value of the intangible assets of G.E. DIMITRIOU, that are the most material assets of the acquiree,
internationally accepted methodologies and techniques were used, together with information and data provided by the Management
of the acquiree, including, among others, business plans, estimates and forecasts for future financial figures, as required by IFRS 13
“Fair Value Measurement”. The valuation of the agreement concluded by G.E. DIMITRIOU for the distribution rights of the products of
globally acknowledged company TOYOTOMI, given the fact that it is the main source of revenue of G.E. DIMITRIOU, was based on the
Multi-Period Excess Earnings Method, which is an income approach and is deemed the most appropriate in the circumstances valuation
technique. The Multi-Period Excess Earnings Method considers the present value of the net cash flows expected to be generated by
the asset, after excluding any cash flows related to contributory assets.
The control acquired over company G.E. DIMITRIOU S.A. enabled the Group to increase its market share mainly in the market segment
of heating and cooling electric appliances, as G.E. DIMITRIOU S.A. acts as representator of strong brands in the market (Toyotomi,
Singer, Kerosun etc.). In addition, the Group was benefited from the extended distribution network and the clientele of G.E. DIMITRIOU
S.A. and achieved significant synergies.
For the period 1/09-31/12/2022, G.E. DIMITRIOU had contributed revenue of euro 4.995 thousand and losses before taxes of euro
(307) thousand into the results of the Group.
The consideration for the acquisition of G.E. DIMITRIOU did not include any contingent or deferred component.
As of 31 December 2022 and, in the context of IAS 36 “Impairment of assets” regarding the goodwill recognized from the acquisition
of G.E. DIMITRIOU, Management performed an impairment review whereby it was assessed that the recoverable amount of the cash
generating unit (‘CGU’), where the goodwill had been allocated to, exceeded the relevant carrying amount of the CGU and therefore
no impairment was required as of 31 December 2023.
Previous period
Acquisition of companies in the energy sector
The 100% subsidiary company "Quest Energy S.A.", proceeded within the year 2022 with the acquisition of 100% of the share capital
of the companies "ΜΚΒΤ PC" and “SUNNYVIEW PC” against a consideration of euro 240 thousand and euro 273 thousand respectively
.
The goodwill that resulted from the above acquisitions was determined based on the fair value of the net assets of the companies
acquired in accordance with IFRS 3 “Business Combinations” and was as follows:
Amounts in thousand euros
MKBT ENERGY
SUNNYVIEW PC
M.I.K.E.
- Consideration
273
- Consideration
240
Fair values
Fair values
31/08/2022
31/08/2022
Assets
Assets
Non-current assets
891
Non-current assets
925
Short-term receivables
5
Short-term receivables
10
Cash & cash equivalents
44
Cash & cash equivalents
36
Total assets
940
Total assets
971
Liabilities
Liabilities
Long-term liabilities
231
Long-term liabilities
258
Short-term liabilities
529
Short-term liabilities
559
Total liabilities
760
Total liabilities
817
Total net assets
180
Total net assets
154
Percentage (%) acquired
100%
Percentage (%) acquired
100%
Net assets acquired
180
Net assets acquired
154
Consideration
273
Consideration
240
Net assets acquired
180
Net assets acquired
154
Goodwill
91
Goodwill
86
Consideration paid-out
273
Consideration paid-out
240
Cash on acquisition date
44
Cash on acquisition date
36
Net cash outflow
229
Net cash outflow
205
189
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
In addition, during the previous year, same subsidiary, through its by 99% held subsidiary "Xylades Energy A.E.", proceeded with the
acquisition of 100% of the share capital of companies " Damafco Energy PC", " DMN Energy SMPC" and " Pharos Energy SA". With
respect to the goodwill that resulted from Damafco and DMN acquisitions, the calculation thereof is presented below. Regarding Pharos
Energy, the goodwill that arose was negative and was therefore recognized in other gains in the results of the Group during the previous
year 2022.
Amounts in thousand euros
Damafco Energy
DMN Energy
P.C.
S.M.P.C.
- Consideration
2.322
- Consideration
940
Fair values
Fair values
31/07/2022
31/07/2022
Assets
Assets
Non-current assets
2.634
Non-current assets
1.053
Short-term receivables
51
Short-term receivables
20
Cash & cash equivalents
75
Cash & cash equivalents
40
Total assets
2.760
Total assets
1.113
Liabilities
Liabilities
Long-term liabilities
576
Long-term liabilities
232
Short-term liabilities
58
Short-term liabilities
18
Total liabilities
634
Total liabilities
250
Total net assets
2.126
Total net assets
863
Percentage (%) acquired
99%
Percentage (%) acquired
99%
Net assets acquired
2.105
Net assets acquired
854
Consideration
2.322
Consideration
940
Net assets acquired
2.105
Net assets acquired
854
Goodwill
217
Goodwill
83
Consideration paid-out
2.322
Consideration paid-out
940
Cash on acquisition date
75
Cash on acquisition date
40
Net cash outflow
2.246
Net cash outflow
899
Amounts in thousand euros
Pharos Energy
S.A.
- Consideration
1.723
Fair values
31/08/2022
Assets
Non-current assets
1.815
Short-term receivables
13
Cash & cash equivalents
218
Total assets
2.046
Liabilities
Long-term liabilities
298
Short-term liabilities
6
Total liabilities
304
Total net assets
1.741
Percentage (%) acquired
99%
Net assets acquired
1.724
Consideration
1.723
Net assets acquired
1.724
Gain recognized in current period
(1)
Consideration paid-out
1.723
Cash on acquisition date
218
Net cash outflow
1.505
190
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
191
The above acquisitions concerned acquisitions of businesses and were therefore accounted for in accordance with IFRS 3 “Business
combinations”, since they include the three elements that constitute a business, namely the inputs (equipment of the photovoltaic
station) and the process (operating process of the photovoltaic station) in order to generate an output (electric power).
The acquisition of the companies SUNNYVIEW, MKVT, Damafco Energy, DMN Energy and Pharos Energy significantly enhanced the
energy sector of the Group. The goodwill that arose from the acquisitions concerned the deferred tax recognized on the licenses of
electric power production identified as part of the purchase price allocation processes.
In the context of the purchase price allocations for the determination of the fair values of the assets and the liabilities of the acquired
companies, intangible assets were identified that related to the license that each acquiree has in order to produce electric power from
renewable energy sources. For each acquiree, the amount recognized for licenses as of 31 December 2022 on a Group level was the
following: MKVT euro 390 thousand, SUNNYVIEW euro 413 thousand, Damafco Energy euro 988 thousand and DMN Energy euro 374
thousand. Regarding the acquisition of Pharos Energy, that was a bargain purchase and generated a gain that was recognized in the
profit and loss of the Group, as described above, no intangible asset was recognized for licenses as the amount was evaluated as
immaterial on a Group level as of 31 December 2022.
44.
Provisions
The Provisions of the Group are analyzed as follows:
45.
Audit and other related fees
The audit fees for the Group and the Company for years 2023 and 2022 were:
GROUP
1 January 2022
42
Acquisition of subsidiaries
60
31 December 2022
102
Additional provisions of the year
-
Unused amounts reversed
(42)
Acquisition of subsidiaries
-
31 December 2023
60
31/12/2023
31/12/2022
Current
-
-
Non-current
60
102
Total
60
102
2023
2023
Statutory audit fees
207
20
Review audit fees
7
7
Tax certificate fees
103
6
Other audit fees
19
17
Non-audit fees
26
26
Total fees
361
75
Audit fees
GROUP
COMPANY
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
GROUP
COMPANY
Audit fees
2022
2022
Statutory audit fees
192
18
Review audit fees
6
6
Tax certificate fees
86
5
Other audit fees
66
61
Total fees
350
90
46.
Disposal of subsidiaries and assets and liabilities held for sale
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at the beginning of the year
1.253
171
-
281
Changes due to business combinations
-
1.253
-
-
Disposal of subsidiaries
-
(171)
-
(281)
Reclassifications
40
Balance at the end of the year
1.293
1.253
-
-
Prior year
Property of G.E. DIMITROU classified as held for sale
The change due to business combinations in the current year for the Group of euro 1.253 thousand concern the newly acquired company
G.E. DIMITRIOU S.A.. More specifically, it represents the carrying amount of property owned by G.E. DIMITRIOU located in Sepolia, Attica.
On this property, a promissory note in favor of the Piraeus Bank (former Bank of Cypurs Ltd) had been registered for the amount of euro
1.500.000 and fully mortgaged on 16.7.2019. In the context of the validation of the restructuring agreement a note with no. 539/20.04.2022
was registered for the company's obligation to transfer the property to Piraeus Bank (Note 35). The sale of the property is expected to
complete in 2023. The specific property is classified by the Group as of 31 December 2022 as held for sale, as the requirements of IFRS 5
“Non-current assets held for sale and discontinued operations” are met, namely the subsidiary has been committed to a plan to sell the asset,
and the sale is expected to be completed within 2023 and at a reasonable price compared to its current fair value.
The carrying amount of the property as of 31 December 2022 represents its fair value, considering the fact that based on agreement with
Piraeus Bank, the carrying amount of euro 1.253 thousand will be offset against the relevant loan liability once the transfer of ownership of
the property from G.E. DIMITRIOU to the bank has been completed within 2023. Further to that, based on the latest property valuation
available for the specific property prepared by an independent valuer, the fair value has been estimated at euro 1.300 thousand with
reference date 15 February 2021.
Disposal of subsidiary Cardlink One S.A.
The decrease by euro (171) thousand on a Group level and euro 281 thousand on a Company level during the current year concerns the sale
of Cardlink One S.A. that was completed in 2022.
On April 17, 2022, an agreement was signed between the Company and “Edgepay Holdings Limited” for the sale of a share of 20% held by
the former in Cardlink One SA., in the context of a shareholders’ agreement signed on January 23, 2015, against a total consideration of euro
66 thousand. After the completion of this transaction, the Company remained with a share of 65%, whereas “Edgepay Holdings Limited” was
holding a share of 35% in the share capital of Cardlink One SA. In April 2022, in the context of a shareholders’ agreement dated May 27, 2021,
the sale of the 65% share of the Company to Worldline against a consideration of euro 195 thousand took place. Overall, the Company
disposed of its share of 85% in Cardlink One SA during the current period against a total consideration of euro 261 thousand.
192
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
In accordance with IFRS 5 “Non-current assets held for Sale and Discontinued Operations”, in the prior fiscal year 2021 the assets and liabilities
of Cardlink One, the disposal of which had not yet been completed as of 31 December 2021, were qualifying as assets held for sale and
therefore, they were being accordingly presented on the statement of financial position. In the current period, the operations of Cardlink
One are now characterized as discontinued activities and therefore its results in the current reporting period, but also in the comparative,
are being separately presented.
The calculation of the result on the sale of the subsidiary Cardlink One SA to the Company and the Group is presented below:
GROUP
Cardlink One S.A. Equity on 31/03/2022
104
Consideration for 20% share
66
Consideration for 65% share
195
Profit for the Group
157
Minus immediate selling expenses
-
Profit for the Group
157
Calculation of NCI
16
Final profit
173
COMPANY
Cardlink One S.A. cost of investment of 85%
281
Consideration for 20% share
66
Consideration for 65% share
195
Loss for the Company
(20)
Minus immediate selling expenses
-
Final loss for the Company
(20)
The following table summarizes the assets and liabilities of Cardlink One SA on 31/03/2022:
Book values
Cardlink One A.E.
31/03/2022
Deferred tax assets
5
Trade & other receivables
1
Cash & cash equivalents
277
Employee benefits
(3)
Trade & other payables
(177)
Total net assets
104
193
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
Restatements
47.
The Group finalized the goodwill, that arose from the business combination with G.E. DIMITRIOU effected on 31 August 2022, upon
completion of the relevant PPA. In the context of the PPA, an intangible asset was separately recognized relating to the long-term
distribution agreement that the subsidiary has for the exclusive distribution of cooling and heating devices of TOYOTOMI. The
recognition of the intangible asset and the finalization of the provisional goodwill on a Group level were accounted for retrospectively
as of 31 August 2022 (Note 43), and so the following restatements have been made:
Consolidated Statement of Financial Position 31/12/2022
As previously
31 December 2022
Adjustments
As restated
reported
ASSETS
(2.571)
Goodwill
36.351
33.780
Other intangible assets
21.574
3.168
24.742
Other assets
633.341
-
633.341
Total assets
691.266
597
691.861
EQUITY AND LIABILITIES
Retained earnings
175.575
(100)
175.475
Other equity components
63.249
-
63.249
Total equity
238.824
(100)
238.724
Deferred tax liabilities
9.770
697
10.465
Trade and other payables
200.039
(2.640)
197.399
Current tax liability
5.455
2.640
8.095
Other liabilities
237.178
-
237.178
Total liabilities
452.442
697
453.137
Total equity and liabilities
691.266
597
691.861
In addition, an amount of euro 2,640 thousand related to current tax liabilities has been reclassified from the suppliers and other
liabilities fund.
There is no impact on the Group’s basic or diluted earnings per share and on the total operating, investing or financing cash flows for
the period 1/01-31/12/2022. Regarding period 1/07-31/12/2022, there will be a negative impact on profit after tax of euro 100
thousand (net amount) relating to amortization expenses of euro 128 thousand and deferred tax income of euro -28 thousand.
Subsequent events
48.
Acquisition of Photovoltaic power station
The indirect subsidiary company "KINIGOS
S.A." (Renewable Energy Production segment) on January 5th , 2024 completed the
acquisition of the assets of photovoltaic power plant
with a capacity of 4,48MW which operate
within the Industrial Area of Petraia,
Municipality of Anthemion, Prefecture of Pellas , for the total consideration of €7,7 million.
194
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
195
With the above acquisition, the installed capacity of the (RES) Electricity Generation Stations of the energy arm of Quest Group, amounts
to 39,3MW.
Comment on publications about the entry of a new investor into the company "ACS"
Over the last many years, ACS holds an important position in the Greek courier market and implements an ambitious investment plan
with continuous growth. The Company has recently (as in the past) received interest and proposals regarding «ACS» from
international potential investors. The Company carefully examines and evaluates any serious investment proposal, taking into
account the interests of its shareholders, as well as the employees of the Quest Group companies. In this regard, the Company
clarifies that it has not entered into any binding agreement for the participation of a new investor in the share capital of ACS.
Purchase of own shares
The Company proceeded during the period from the reporting date and till the date the financial statements were authorized for issue by the
Board of Directors, with the purchase of
87.000
own shares at an average price of
5,38
euro and with a total transaction value of euro 468
thousand. Following this, the Company holds 1.170.751 own shares or 1,0919% of the total outstanding shares.
No other significant subsequent events have arisen after the end of the reporting period.
Financial statements for the year ended 31 December 2023
(Amounts presented in thousand Euro unless otherwise stated)
196
IV.
Independent Auditors’ Report
Independent Auditors’ Report
(Translated from the original in Greek)
To the Shareholders of
QUEST HOLDINGS 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
QUEST HOLDINGS 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 material 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 QUEST
HOLDINGS 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 Auditors’ 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 International
Code of Ethics for Professional Accountants, as incorporated in Greek legislation, and the
ethical requirements that are relevant to the audit of the separate and consolidated financial
statements in Greece and we have fulfilled our other ethical responsibilities in accordance with
the requirements of the applicable legislation. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
2
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.
Impairment Assessment of Goodwill and Investments in subsidiaries
See Note 3.3, 3.7, 3.9, 5a, 5c, 8, 11 and 43 to the Separate and Consolidated Financial
Statements
The key audit matter
How the matter was addressed in our audit
As of 31 December 2023, the Group has
recognized “Goodwill” amounting to
EUR 37.1 million in the consolidated financial
statements. In the separate financial
statements as of 31 December 2023, the
Company has recognized investments in
subsidiaries amounting to EUR 127.9 million
which are accounted for at cost, adjusted for
any impairment where necessary.
In accordance with IFRS, management
performs impairment tests for goodwill at the
end of each reporting period or more often,
when indications exist that the carrying value
of each Cash Generating Unit (CGU)
(subsidiaries companies) that Goodwill has
been allocated, exceeds its recoverable
amount. Respectively, regarding the
investments in subsidiaries, the impairment is
examined when relevant indications exist.
The Group assesses the recoverable amount
of CGUs subsidiaries based on value in use.
The calculation of value in use requires
estimates by Management relating to
variables as compound annual revenue
growth rate, earnings before financial and
investing activities, depreciation and
Regarding this matter, our audit procedures
included, among others, the following:
1.
We examined management’s assessment
and analysis regarding the existence of
indications of impairment of the
investments in subsidiaries.
2.
For the subsidiaries where indications of
impairment exist or where goodwill had
been allocated, we performed the
following:
A. With the support of our valuation
experts:
i
we evaluated the
appropriateness of the methods
applied for the identification of
recoverable amount of CGUs;
ii
we evaluated the
reasonableness of the key
assumptions and estimates of
future cash flows. The key
assumptions that were
evaluated included the revenue
trend of CGUs, the earnings
before financial and investing
activities, depreciation and
3
amortization and impairments, growth rate,
the discount rate and the current and future
market conditions.
The above estimates require significant
judgement from the Management and include
a level of uncertainty. Consequently, we
consider the impairment assessment of
Goodwill and Investments in subsidiaries as
a key audit matter.
Disclosures regarding the assumptions and
the methodology used for the calculation of
the impairment are important to provide
clarity to the separate and consolidated
financial statements.
amortization and impairments,
the growth rate and the discount
rate used in the future cash flow
projections.
iii
iii) we performed a sensitivity
analysis on the key assumptions
adopted;
iv
our assessment also included a
comparison of the key
assumptions used in
management's valuation
models, with external data and
market trends, our knowledge of
the Company and the industry
as well as the assumptions used
in the previous year and
v
we confirmed the mathematical
accuracy of discounted cash
flow models for the identification
of value in use of CGUs.
B. We evaluated the reliability of
management’s estimates during the
preparation of the business plans,
by comparing the previous budget
and estimates to the actual
performance of the CGUs. We
assessed the reasons for any
deviations and we evaluated their
potential impact on future
performance.
C. Finally, we assessed the
appropriateness and the adequacy
of the related disclosures in the
separate and consolidated financial
statements, regarding the above
issues.
4
Revenue Recognition
See Note 3.21a, 5e, 6, 14 and 19a to the Separate and Consolidated Financial Statements
The key audit matter
How the matter was addressed in our audit
The Group's revenue for the year ended
31 December 2023 amounted to
EUR 1 196.6 million (EUR 1 031.9 million
for the year ended 31 December 2022).
The Group's revenues are derived from
diversified operating segments. Their
recognition has been identified as an
area of audit interest as it involves
complexity related to the volume of
transactions and the diversity of products
and services offered, as well as
management judgments and estimates.
With respect to the IT services sector,
revenue recognition from the production
of software contracts is performed over
time by measuring progress towards the
full fulfillment of commitments based on
the cost completion rate, in accordance
with IFRS 15. The determination of the
completion rate based on total cost
requires significant management
judgments and estimates regarding the
budget of the total cost of the projects.
Management's estimates affect
significantly the revenue recognized from
the execution of software contracts, the
profit margins, and the recoverability of
contractual assets related to software
contracts.
In relation to the retail sector and postal
services sector, as revenue is
recognized when control is transferred to
the customer, a risk was identified that
revenue may not be recognized in the
correct accounting period.
Regarding this matter, our audit procedures
included, among others, the following:
1.
We assessed the consistency of the
accounting policies and methodology
adopted by the Group regarding the
revenue recognition from customers in
accordance the requirements of IFRS 15.
2.
We examined the proper cut off for each
accounting period by examining sales and
postal services performed near the end
date of the reference period and after it,
taking into consideration the required times
for product delivery/performance of postal
services and customer acceptance, by
correlating invoices with the corresponding
proof of delivery.
3.
For a sample of customer contracts, we
examined the proper cut off for accounting
periods and the accuracy and
completeness of the calculated discounts
based on the contracts terms and we
performed an agreement with the
corresponding issued invoices and other
supporting documents.
4.
By applying sample testing, we performed
test of details concerning recognition of
revenue from software programs, assessing
the appropriate recognition of revenue, in
accordance with the accounting principles
and methods followed by the Group's
management and the requirements of
IFRS 15.
Furthermore:
i
We reviewed and obtained an
understanding of the key terms of the
contracts to confirm, per project, the
performance obligations, and the point
5
Disclosures regarding revenue
recognition are important for
transparency in the separate and
consolidated financial statements.
in time they are satisfied and the
method of allocating the transaction
price to separate performance
obligations;
ii
we compared the actual results per
selected contract with the approved
budgeted amounts and the historical
data, to assess the extent of reliability of
Management's judgments and
estimates;
iii
we examined the completeness and
accuracy of the costs, and other
expenses incurred for satisfying the
performance obligations and we
correlated them with the relevant
projects/contracts, taking into account
the respective invoices, contracts and
other supporting documents;
iv
we recalculated the percentage of
settling the performance obligations
based on the actual costs incurred and
v
we examined the recoverability of
contract assets by tracing subsequent
invoicing and collections.
5.
Finally, we assessed the appropriateness
and the adequacy of the related disclosures
in the separate and consolidated financial
statements, regarding the above matters.
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 Auditors’ 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.
6
In connection with our audit of the Separate and Consolidated Financial Statements, our
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Separate and Consolidated Financial Statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the Board of Directors and Those Charged with Governance
for the Separate and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate
and Consolidated Financial Statements in accordance with International Financial Reporting
Standards as adopted by the European Union, and for such internal control as the Board of
Directors determines is necessary to enable the preparation of separate and consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the Separate and Consolidated Financial Statements, the Board of Directors is
responsible for assessing the Company’s and the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the
Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee of the Company is responsible for overseeing the Company’s and the
Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Separate and Consolidated
Financial Statements
Our objectives are to obtain reasonable assurance about whether the Separate and
Consolidated Financial Statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs which have been incorporated in Greek legislation will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Separate and
Consolidated Financial Statements.
As part of an audit in accordance with ISAs, which have been incorporated in Greek legislation,
we exercise professional judgment and maintain professional skepticism throughout the audit.
7
We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s and the Group’s internal
control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
•
Conclude on the appropriateness of the Board of Directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s and the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to
the related disclosures in the Separate and Consolidated Financial Statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Company or the Group to cease to continue as a
going concern.
•
Evaluate the overall presentation, structure and content of the Separate and
Consolidated Financial Statements, including the disclosures, and whether the separate
and consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on these
Consolidated Financial Statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Separate and Consolidated Financial
Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation precludes public disclosure about the
8
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.
Report on Other Legal and Regulatory Requirements
1
Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement that is included in this report. Our opinion on the
financial statements does not cover the Board of Directors’ Report and we do not express an
audit opinion thereon. Our responsibility is to read the Board of Directors’ Report and, in
doing so, consider whether, based on our financial statements audit work, the information
therein is materially misstated or inconsistent with the financial statements or our audit
knowledge. Based solely on that work pursuant to the provisions of paragraph 5 of Article 2 of
Law 4336/2015 (part B), we note that:
(a) The Board of Directors’ Report includes a Corporate Governance Statement which
provides the information set by Article 152 of Law 4548/2018.
(b) In our opinion, the Board of Directors’ Report has been prepared in accordance with
the applicable legal requirements of Articles 150 – 151 and 153-154and of paragraph
1 (cases c and d) of article 152 of Law 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 QUEST HOLDINGS
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 4 April 2024, pursuant to
the requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
9
3
Provision of non Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014. The permissible non-audit services that
we have provided to the Company and its subsidiaries during the year ended 31 December
2023 are disclosed in Note 45 of the accompanying Separate and Consolidated Financial
Statements.
4 Appointment of Auditors
We were appointed for the first time as Certified Auditors of the Company based on the
decision of the Annual General Shareholders’ Meeting dated 26 June 2020. From then
onwards our appointment has been renewed uninterruptedly for a total period of 4 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
We examined the digital files of the company QUEST HOLDINGS 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 (549300GTDOPCSETABE372023-12-31-el.xhtml ),
and also the file XBRL (549300GTDOPCSETABE37-2023-12-31-el.zip ) with the appropriate
markup of the those consolidated financial statements, including 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 Law 3556/2007 and the relevant announcements
of the Hellenic Capital Markets Commission and the Athens Stock Exchange (the “ESEF
Regulatory Framework”).
10
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.
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.
Auditors’ 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 the Law 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.
11
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 (549300GTDOPCSETABE37-
2023-12-31-el.xhtml ), and the XBRL file (549300GTDOPCSETABE37-2023-12-31-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, 4 April 2024
KPMG Certified Auditors S.A.
AM SOEL 114
Harry Sirounis, Certified Auditor Accountant
AM SOEL 19071