AVAX S.A.
Annual Financial Statements
for the period January 1
st
to December 31
st
, 2023
AVAX S.A.
Company's Number in the General Electronic Commercial Registry
:913601000 (former Company's Number in the Register of Societes
Anonymes: 14303/06/B/86/26)
2
INDEX OF ANNUAL FINANCIAL STATEMENTS
2
Website where the company's and consolidated financial statements are available
5
I) Statements of members of the board of directors
6
II) Report of the board of directors
7
III) Independent auditor's report on Review
103
IV) Annual Financial Statements period from January 1st, 2023 to December 31st, 2023
111
- Statement of Financial Position
111
- Statement of Income
112
- Statement of Comprehensive Income
113
- Statement of Cash Flow
114
- Statement of Changes in Equity
115
V) Notes and accounting policies
117
Α. INFORMATION ABOUT THE COMPANY
117
Α.1 General Information about the Company and the Group
117
Α2. Activities
117
Β. FINANCIAL REPORTING STANDARDS
117
Β.1. Compliance with IFRS
117
Β.2. Basis of preparation of the financial statements
118
C. BASIC ACCOUNTING PRINCIPLES
118
C.1. Consolidated finacial statements (IFRS 10) & Business Combinations (I.F.R.S. 3)
118
C.2a. Property, Plant & Equipment (I.A.S. 16)
123
C.2b. Investment Property (IAS 40)
125
C.3. Intangible Assets (I.A.S. 38)
125
C.4. Impairment of Assets (I.A.S. 36)
125
C.5. Inventories (I.A.S. 2)
125
C.6. Financial Instruments: Presentation (IAS 32)
126
C.7. Financial Instruments: Disclosures (IFRS 7)
126
C.8. Provisions, Contingent Liabilities and Contingent Assets (I.A.S. 37)
126
C.9. Accounting for Government Grants and disclosure of Government Assistance (I.A.S. 20)
126
C.10. The effects of changes in Foreign Exchange Rates (I.A.S. 21)
127
C.11. Earnings per share (I.A.S. 33)
127
C.12. Dividend Distribution (I.A.S. 10)
127
C.13. Income Taxes & Deferred Tax (I.A.S. 12)
127
C.14. Personnel Benefits (I.A.S. 19)
128
C.15. Leases (I.F.R.S. 16)
129
C.16. Borrowing Cost (I.A.S. 23)
129
C.17. Operating Segments (I.F.R.S. 8)
130
C.18. Related Party Disclosures (I.A.S. 24)
130
C.19. Revenue from contracts with customers (I.F.R.S. 15)
130
3
C.20. Financial Instruments (I.F.R.S. 9)
132
C.21. Restricted cash deposits
134
C.22. Non-current assets held for sale & discontinued operations (I.F.R.S. 5)
134
C.23. Significant accounting estimates and judgments
134
C.23.1 Impairment of goodwill and other non-financial assets
135
C.23.2 Income taxes
135
C.23.3 Deferred tax assets
135
C.23.4
Asset lives and residual values
135
C.23.5 Allowance for net realizable value of inventory
135
C.23.6 Allowance for doubtful accounts receivable
135
C.23.7 Provision for staff leaving indemnities
135
C.23.8 Contingent liabilities
135
C.23.9 Revenue from Contracts with Customers (I.F.R.S. 15)
136
C.23.10 Joint Arrangements (I.F.R.S. 11)
136
C.23.11 Fair Value measurement (I.F.R.S. 13)
136
C.23.12 Derivative financial instruments and hedging activities
136
D. NEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF CURRENT STANDARDS
137
E. NOTES TO THE FINANCIAL STATEMENTS
140
1. Turnover
140
2. Cost of sales
141
3. Other net operating income/(expense)-profit/(losses)
141
3a. Bad debts and other provisions
141
4. Administrative expenses
142
5. Selling & Marketing expenses
142
6a. Income from sub-debt
142
6b. Income/(Losses) from Subsidiaries/Associates
143
7. Finance cost
143
8. Tax charge
143
9a. Segment Reporting - Business segments
144
9b. Secondary reporting format - Geographical segments
146
9c. Sensitivity Analysis - Foreign Exchange rate Risk
148
10. Property, Plant and Equipment
149
10a. Right of Use assets
151
11. Investment Property
152
11a.
Net profit or loss from fair value ajdustments for investment properties
153
12. Intangible Assets
154
13.Investments in Subsidiaries/Associates and other companies
155
14. Joint Arrangements (Joint Ventures)
156
4
15. Financial assets at fair value through other comprehensive income
156
16. Other non-current assets and other long-term receivables
159
17. Deferred tax assets
159
18. Deferred tax liabilities
160
19. Inventories
160
20. Contractual Assets
161
21. Clients and other receivables
162
21a. Ageing Analysis of clients
162
21b. Ageing Analysis of other receivables
164
21c. Other
Debtors / Ongoing litigation
164
22. Cash and cash equivalent
165
22a.
Restricted
Cash Deposits
165
23. Trade and other payables
165
24. Income tax and other tax liabilities
166
25. Borrowings
167
25a. Change in financial activity
168
26a. Non current assets held for sale
168
26b. Disposal Group held-for-sale
168
27. Liabilities from Leases (IFRS 16)
171
28. Provisions for retirement benefits
172
29. Other provisions and non-current liabilities
173
30. Share capital
173
31. Other Reserves
173
32. Revaluation Reserves for Financial Assets at fair value through other comprehensive Income
174
33.Reserves from foreign profits Law 4171/61
174
34. Reserves art 48 L.4172/2013
174
35. Non-controlling interest
174
36. Memorandum accounts - Contingent liabilities
174
37. Encumbrances - Concessions of Receivables
174
38. Transactions with related parties
175
39. Joint Venture Projects with J&P (Overseas) Ltd
179
40. Fair Value measurement
180
41. Risk Management
181
42. Important Events during 2023
183
43. Important Developments & Events post Balance Sheet Date (31.12.2023) and up to the date of approval of this
Report
185
44. Contingent Receivables and Liabilities
186
45. Approval of Financial Statements
187
5
ANNUAL FINANCIAL REPORTING
WEBSITE WHERE THE COMPANY’S AND CONSOLIDATED FINANCIAL STATEMENTS ARE AVAILABLE
We hereby certify that the attached Annual Financial Statements, which are an integral part of the annual financial
report of article 4 of Law 3556/2007, are those approved by the Board of Directors of "AVAX SA" on 24.04.2024 and
have been published by posting them on the internet, at (www.avax.gr), as well as on the Athens Stock Exchange
web site, where they will remain at the disposal of the investing public for at least ten (10) years from the date of
their compilation and disclosure. The Annual Financial Statements of the Group's subsidiaries are also published at
6
STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS
(in accordance with article 4, paragraph 2c of Law 3556/2007)
In our capacity as executive members of the Board of Directors of AVAX SA (the «Company»), and according to the best of our
knowledge, we,
1.
Christos Joannou, Chairman and Executive Director
2.
Konstantinos Kouvaras, Deputy Chairman and Executive Director
3.
Konstantinos Mitzalis, Managing Director,
state the following:
•
the financial statements for the period from 01.01.2023 to 31.12.2023, prepared under the International Financial
Reporting Standards currently in effect, give a true view of the assets, liabilities, equity and financial results of the
Company, as well as the businesses included in the consolidation of the Group,
•
the Annual Report of the Board of Directors of the Company gives a true view of the evolution, the performance and
the stance of the Company, as well as the businesses included in the consolidation of the Group, including an overview
of the main risks and uncertainties they face, along with other information required by paragraph 2 of article 4 of Law
3556/2007.
Marousi, April 24, 2024
CHAIRMAN & EXECUTIVE
DIRECTOR
DEPUTY CHAIRMAN &
EXECUTIVE DIRECTOR
MANAGING DIRECTOR
CHRISTOS JOANNOU
KONSTANTINOS KOUVARAS
KONSTANTINOS MITZALIS
AID: 0000889746
ID: ΑI 597426
ID: AN 033558
7
ANNUAL REPORT OF THE BOARD OF DIRECTORS
FOR THE PERIOD FROM 01.01.2023 TO 31.12.2023
[in accordance with article 4 of Law 3556/2007, Decision #8/754/14.04.2016 of the Board of Directors of Greece’s Capital
Markets Commission, article 2 of Law 3873/2010, article 1 of Law 4403/2016, article 2 of Law 4336/2015 and articles 150-154
of Law 4548/2018]
Dear Shareholders,
this annual report of the Board of Directors for 2023 has been prepared according to corporate and capital markets legislation
and the decisions of the Capital Markets Commission to depict the true development and performance of Group AVAX during
2023, as well as the main risks and uncertainties to be dealt with.
The management report of the Board of Directors is an integral part of the financial statements included in the Annual Financial
Report 2023, presenting an analysis of the Group's activities, financial and non-financial key elements for the performance of the
Group and the Company during 2023, information on the events affecting the business Group and the risks identified, estimates
for the expected course and development of the Group's business sectors, and data on transactions with related parties. It also
includes a section on Non-Financial Information and Taxonomy, a Corporate Governance Report and an Explanatory Report on
the Company's share capital, in accordance with current legislation.
Α. Important Events during 2023
The following are the most important events during 2023 for all Group companies:
Sale of 100% subsidiary Volterra SA
Following the sale of the participations of 100% subsidiary Volterra SA in a 112MW RES project portfolio to PPC Group in the first
half of 2022, AVAX signed in August 2023 an agreement with Mytilineos Group regarding the sale of its entire stake in Volterra, a
transaction is line with the Company’s strategic plan to focus on construction, concessions and real estate which exhibit positive
growth prospects for the coming years. The transaction was approved by the Competition Commission on 07.03.2024. The
Group is currently in the process of transferring the shares of IXION SA from Volterra to AVAX SA, in line with the signed sale
agreement, and is proceeding with the transfer of Volterra SA, which is expected to be completed by 30.06.2024. As of
31.12.2023, the prerequisites of the IFRS 5 (paragraph 9, section B1a and B1c) are met regarding the classification of the energy
trading activity as Group of Assts and Liabilities for Disposal.
[see the relevant Note to the Financial Statements for further details]
New Projects
The Group was particularly successful in 2023 regarding the addition of new projects by the Group, having signed initial and
supplementary contracts for public & private works, subcontracts and services with a total value of €1,443 million, on the back of
signing contracts totaling €875 million in 2022. The new projects provide a further boost to the Group's work-in-hand, entering a
period of accelerating pace of execution of Group projects and set up of construction sites to start new projects.
8
Work-in-Hand
The Group's work-in-hand based on signed projects as of 31.12.2023 amounted to €3,047 million, compared to €1,861 million at
the end of 2022. So far in 2024 up until the publication of this Financial Report, the Group has signed some low-value contracts,
while currently there are contracts pending to be signed worth €243 million to the Group. Taking into account all afore-
mentioned projects, and excluding the execution of projects during 2024, the Group’s work-in-hand currently amounts to
around €3.3 billion. Out of this total, domestic and international projects account for 78% and 22% respectively, while public
sector-related works represent 46% and private sector and PPP projects make up 54% of the total. At the same time, bidding and
signing of new projects continues, the largest part of which will be executed beyond 2024. Based on the afore-mentioned data
on signed and pending projects, project execution is projected at some €680 million for 2024, with the balance scheduled from
2025 onwards.
It should be noted that the Group's work-in-hand is a strong indicator, yet not an accurate and binding forecast for the evolution
of future revenues from the Group's construction activity. Occasionally, there are changes and adjustments to the technical
scope of the contracts related to various external factors or delays caused by amendments to engineering designs or incomplete
designs when contracts are signed.
[see the relevant Note to the Financial Statements for further details]
Litigation Developments
a. In the pending court case against construction company "Technical Union", and regarding the arbitration decision #21/2005
which ordered Technical Union to pay to the Company €16.3 million plus interest, for a deficit in its shareholder funds which was
absorbed by the Company, there are pending acts of the executive process with auctions or confiscation of assets owned by the
family of the former shareholders of Technical Union for collection of the claim. Following the death of the owner of Technical
Union, the progress of the execution of the court order is paused until the identity of his heirs is revealed. The claim amounts to
€1.82 million following its impairment as per IAS 37.
b. The appraisal ordered towards the Company's lawsuit against PPC for a project in Atherinolakkos, Crete was set the claimed
amount at €6,031,637 on 17.09.2020. This petition was accepted in favour of the Company for an amount of €4,757,158 plus
interest, which are calculated from December 2009 onwards and amounted to around €6 million until 14.06.2023. PPC filed an
appeal which was tried on 18.01.2024 and the relevant ruling is pending.
c. The 31.12.2023 balance sheet item for Receivables from Clients includes an amount of €14,788,000 claimed from the
Government of Lebanon, which was been impaired over time. Following the conclusion of the court hearing process, which
according to the Company’s legal councel was positive for our interests, a ruling is expected to be published in 2024. As regards
the degree of recovery of the claim, following the ruling of the International Centre for Settlement of Investment Disputes
(ICSID) and the bankruptcy announcement by the Government of Lebanon on 04.04.2022, the Company has endorsed the
opinion of its legal councel, according to which:
1. The ICSID operates under the auspice of the World Bank
9
2. Arbitration is governed by the 1965 Washington Treaty on Settlement of Investment Disputes between sovereign states and
subjects of other states, and its rulings are final and binding for the parties involved which have to comply with it. Should any
state not comply with and refuse to pay the compensation awarded by the ruling, is in breach of international obligations
imposed by international treaties and therefore is internationally liable.
3. Arbitration rulings issued as final and binding, as per the Washington Treaty, cannot be appealed except by a annulment
petition before the ICSID, regardless of the location of the arbitration procedure.
4. In the event that the Government of Lebanon does not comply with such a ruling, the Company is entitled to take measures to
execute the order in a total of 158 country members of the Washington Treaty, and not limited to Lebanon and Greece, where
both countries are Treaty members.
Therefore, the Company re-affirms the provisioned amount for recovering the claim, impaired over time, given that the
announcement of Lebanon’s bankruptcy does not give rise to any need for further impairment.
[see the relevant Note to the Financial Statements for further details]
Appointment of Market maker for Company shares
The Company signed with Optima Bank a one-year market-making agreement starting on 04.09.2023, to improve the liquidity of
its shares.
Β. Main Risks and Uncertainties for 2024
1. Economic & Political Developments
The global economy in 2024 faces the challenge of unwinding interest rates in key currencies, which had risen significantly in a
relatively short period of time to counter the sharp inflationary pressures on food, manufactured goods and transport costs on
the back of energy crisis outbreak in the second half of 2021 and Russia's invasion of Ukraine in the beginning of 2022. Transport
costs are expected to be affected by war conflicts in the Middle East and, above all, the difficulty in sailing commercial ships
from the Red Sea and the Suez Canal.
The outperformance of certain sectors, such as tourism, combined with foreign direct investment and the available European
funds for recovery after the covid-19 pandemic, have allowed the Greek economy to outperform in an international
environment of economic stagnation and geopolitical uncertainty. These conditions for our country are expected to continue in
the medium term given the political stability, the implementation of the auction schedule for large projects and investments in
infrastructure with the use of private funds.
2. Risks and Uncertainties
Group activities are subject to various risks and uncertainties pertaining to the nature of its business activities, prevailing
geopolitical, credit and currency conditions, relations with clients, suppliers and subcontractors. To a large extent, the risk
arising from these relations and transactions is predictable or may be managed through the selection of the appropriate policy
due to the accumulated expertise of the Group’s senior staff and official procedures. Applying risk management policies, the
Group aims to mitigate and limit overall risk to tolerable and manageable levels for its operations.
10
The main risks and uncertainties, their management policies and their impact on Group activities, are as follows:
b. War conflict in Ukraine and the Middle East
The Group does not have any exposure to the markets of Ukraine and Russia as the Eastern European region is not a strategic
choice for construction or other business activities. The overall footprint of international sanctions against Russia cannot be
determined and quantified yet, but any impact on the Group will only have an indirect effect through international
developments in raw material prices, energy costs and international freight cost.
Similarly, the Group is currently not involved in any business activity in the areas of the Middle East where armed conflicts have
erupted, but is affected by the increased cost of sea freight for building materials and other equipment through the Red Sea or
around Africa.
b. International rise in prices of construction materials, transport and fuel
The gradual return of the global economy to normalcy following the covid-19 pandemic sparked off inflation in the production
cost of the construction industry due to the rise in prices of certain construction materials, mechanical equipment,
transportation costs and fuels. Since 2022, Greece introduced measures to mitigate inflationary pressures in the cost of public
projects, as well as those public projects and PPPs in the auction pipeline.
Those inflationary trends burdened the Group's gross result until approximately the first half of 2023, while conditions are
easing off as the new projects signed from 2022 onwards incorporate the altered execution costs.
The impact on the Group's gross result was largely absorbed and integrated into the financial results of previous years, as the
budgets of past projects were revised with a reduction in the gross margin. Completion of these older projects within the first
half of 2023 partially mitigated the impact of inflationary pressures.
[see the relevant Note to the Financial Statements for further details]
c. Credit Risk & Losses
The Group’s Strategic Planning & Risk Management Committee has adopted a credit policy according to which the credit score
of new clients is assessed individually before being officially offered the standard terms and conditions of payment and delivery.
Regarding public works, until the economic environment improves, the Group follows a policy of participating only in tenders
where project financing is secured with European Union funds.
At any point in time, the Group is involved in a large number of projects in Greece and abroad, with select clients with a proven
record of reliability and credit worthiness. In the local market, the Greek State has traditionally been the largest client, as the
private sector historically is a small player in building facilities and infrastructure projects where the Group specialises in.
Participation in self-financed projects in the form of concessions and PPP has somewhat limited the participation of the Greek
11
State in total Group revenues. In international markets, the Group is mostly involved in private sector projects. Under this light
of clientele diversification, the Group presents a medium level of credit risk concentration.
As a result of the international practice in the construction sector, Group transactions are required to be secured to a large
extent by the intervention of the banking sector and international credit insurance firms in issuing guarantees in all stages of a
signed project contract, from participating in the bidding, to receiving an advance payment, the execution of the project in
discrete phases until its final delivery.
To calculate the provision for impairment of receivables from clients and other debtors, the Group assesses the risk level of each
client according to the aging breakdown of receivables in arrears and their broader credit-worthiness.
This way, the Group provides a realistic view of the level of doubtful receivables in its financial accounts and keeps any adverse
impact in upcoming financial periods in check.
amounts in € ‘000
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Receivables from Clients (Α)
139,129
150,263
120,713
132,169
Receivables from Clients, in arrears
over 2 years (Β)
25,894
38,440
23,419
35,105
Percentage of Receivables from Clients
in arrears over 2 years (B / A)
18.6%
25.6%
19.4%
26.6%
d. Input Price Risk
The Group is exposed to volatility in input prices for raw materials and other supplies, which in most cases are internationally-
priced commodities, such as cement, metal rebars and fuel. The Group is centrally purchasing supplies for all its subsidiaries to
secure economies of scale. In several cases it pre-orders large quantities of supplies to lock in their purchase price and escape
future price shifts.
e. Liquidity Risk
Liquidity risk refers to the likelihood of current assets, ie those that may be disposed of on a short-term span, being insufficient
to cover short-term liabilities when they become due. The following table shows the Group had positive net current assets at the
end of 2023, albeit lower compared to a year earlier.
amounts in € ‘000
GROUP
COMPANY
2023
2022
2023
2022
Current Assets, excluding cash & restricted short-term
558,399
440,478
536,348
421,015
12
deposits (Α)
Short-term Liabilities, excluding bank debt and Leasing
(Β)
417,552
292,138
404,593
285,596
Net Current Assets (Α – Β)
140,847
148,339
131,755
135,419
The Group follows a policy of securing adequate cash to meet upcoming liabilities at any point in time. To this extent, the Group
seeks to maintain cash in physical form (or in agreed credit lines) sufficing for expected payments over the period of a month.
The Finance Department prepares a detailed monthly and 12-month cash plan, and revises on a quarterly basis the 7-year
budget and cash flow statement, to plan and secure the Group’s requirements in operating cash flow.
The basic criterion in evaluating the course of cash liquidity is the aging analysis or maturity of the Group’s financial liabilities,
starting from balance sheet date until those liabilities are due.
The following tables provide an analysis of the aging of liabilities for the Company and the Group as of 31.12.2023 and the
comparable date in 2022.
Aging Analysis of “Loans & Leasing”
amounts in € ‘000
GROUP
< 1 year
1 - 5 yrs
> 5 yrs
Total
31.12.2023
Bond Loans & Other Long-Term Loans
0
196,856
171
197,027
Short term Loans
27,863
0
0
27,863
Long-term Loans – due in next 12months
34,540
0
0
34,540
Leasing (Operating & IFRS 16)
21,416
41,457
28,979
91,852
Total
83,818
238,313
29,150
351,282
31.12.2022
Bond Loans & Other Long-Term Loans
0
225,928
3,000
228,928
Short term Loans
30,685
0
0
30,685
Long-term Loans – due in next 12months
47,436
0
0
47,436
Leasing (Operating & IFRS 16)
12,088
32,077
31,618
75,782
Total
90,208
258,005
34,618
382,831
amounts in € ‘000
COMPANY
< 1 year
1 - 5 yrs
> 5 yrs
Total
31.12.2023
Bond Loans & Other Long-Term Loans
0
195,021
0
195,021
13
Short term Loans
27,058
0
0
27,058
Long-term Loans – due in next 12months
34,233
0
0
34,233
Leasing (Operating & IFRS 16)
20,129
35,722
5,657
61,507
Total
81,419
230,743
5,657
317,819
31.12.2022
Bond Loans & Other Long-Term Loans
0
225,928
3,000
228,928
Short term Loans
25,642
0
0
25,642
Long-term Loans – due in next 12months
47,436
0
0
47,436
Leasing (Operating & IFRS 16)
10,864
27,997
7,639
46,500
Total
83,942
253,925
10,639
348,506
Aging Analysis of “Suppliers & Other Short-term Liabilities”
amounts in € ‘000
< 1 year
1 - 5 yrs
> 5 yrs
Total
GROUP
31.12.2023
251,536
40,309
40,373
332,218
31.12.2022
184,322
19,657
33,947
237,926
COMPANY
31.12.2023
244,638
40,669
39,355
324,642
31.12.2022
183,911
20,508
35,823
240,243
Aging Analysis of “Advances from Clients”
amounts in € ‘000
< 1 year
1 - 5 yrs
> 5 yrs
Total
GROUP
31.12.2023
32,688
16,109
17,308
66,105
31.12.2022
17,424
10,299
7,435
35,158
COMPANY
31.12.2023
31,137
15,345
16,487
62,969
31.12.2022
16,474
8,811
7,258
32,543
The following tables provide an analysis of the aging of receivables for the Company and the Group as of 31.12.2023 and the
comparable date in 2022.
Aging Analysis of “Receivables from Clients”
14
amounts in € ‘000
No arrears
In arrears
<1 year
In arrears
>1 year
<2years
In arrears
>2 years
Total
GROUP
31.12.2023
80,319
18,542
14,374
25,894
139,129
31.12.2022
68,400
27,908
15,514
38,440
150,263
COMPANY
31.12.2023
65,862
17,348
14,083
23,419
120,713
31.12.2022
55,741
26,808
14,514
35,105
132,169
Aging Analysis of “Other Receivables”
amounts in € ‘000
No arrears
In arrears
<1 year
In arrears
>1 year
<2years
In arrears
>2 years
Total
GROUP
31.12.2023
93,551
30,286
27,311
21,591
172,739
31.12.2022
51,261
37,157
13,046
18,794
120,258
COMPANY
31.12.2023
83,484
31,421
28,491
33,860
177,256
31.12.2022
43,453
38,285
13,758
31,182
126,678
f. Cash Flow Risk
The Group occasionally makes limited and prudent use of complex financial products in association with the banking sector to
hedge the cash flow primarily to specific investments in self-financed projects. The part of the cash flow hedge which was
absolutely effective is credited directly to shareholder funds through the Table of Changes in Own Equity of concessionaires, in
line with the provisions of the International Accounting Standards. The ineffective part of the gain or loss is charged directly to
the income statement of the companies. Therefore, the Group books its share in its consolidated financial accounts according to
the respective entries in associated companies, in line with International Accounting Standard 28.
g. Forex Risk
The Group receives a large part of its revenues from works in international markets, with a significant portion of those revenues
coming from countries outside the eurozone. In cases of projects outside the eurozone, the Group makes an effort to match its
receivables in foreign currency with payables in the same currency, effectively hedging part of its foreign exchange risk. The
Group also carries out very limited financial hedging of its receivables and payables in foreign currency through agreements with
15
banking institutions, given that the exact dates of those transactions are not predictable. During 2023, transactions outside the
Eurozone were limited as no projects in those regions were added, while ongoing projects were at an advanced stage of
completion.
Sensitivity analysis of Group financial position to potential shifts in foreign currency parities shows that the impact on financial
results and shareholder funds of a ±5% variation in the exchange rates which the Group is exposed to amounts to ±€1.80 million
at the end of 2023, versus ±€0.79 million in the previous year. It should be noted that the effect on Group results and
shareholder funds from exchange rate swings in 2023 was almost exclusively attributed to the US dollar. There, the Group’s
overall forex risk exposure at the end of 2023 was generally limited, as evidenced by afore-mentioned sensitivity analysis data.
h. Insurance Risk
The Company and its subsidiaries are covered by reputable insurance companies against basic risk arising from their business
activity, relating to breakdowns and damages in their technical equipment, personnel accidents, and force majeure events.
Insurance coverage is bound to usual terms for each contract and is seen adequate overall. Basic insurance provides full
coverage of the undepreciated accounting value of fixed assets against catastrophic and other risks, with an emphasis on
technical equipment in Greece and abroad as well as construction projects. Insurance contracts for projects also cover civil
responsibility of the Company versus third parties.
i. Geopolitical Risk
Geopolitical risk is present throughout the Eastern Mediterranean region, the Middle East and Northern Africa Group due to
conflicts and unrest linked to the overturning of old political regimes, the rise of new fanatic religious groups, and the conflict for
control of natural resources. The Group’s international activity and expansion outside Europe is focused on countries with a
reduced geopolitical risk.
j. Financial Risk
The Group finances its fixed assets with long-term bond loans and its operations with working capital, while also using
performance bonds issued by banking institutions to participate in project tenders and guarantee their proper execution to
clients. The terms and pricing of those financial products, ie lending interest rate spreads and bond fees, are determined by
international and local liquidity conditions on which the Group has partial control through negotiations with the local banking
system.
Total debt for the Group amounted to €259.4 million on 31.12.2023 versus €307.0 million a year earlier, with its long-term
segment accounting for 76% of the total in 2023 as opposed to 75% in 2022. At parent company level, total debt amounted to
€256.3 million at the end of 2023 versus €302.0 million in the previous year. Group liabilities from leasing contracts amounted to
€91.9 million on 31.12.2023 versus €75.8 million in 2022.
16
According to the sensitivity analysis of the Group’s debt to potential changes in the Euribor rate, the effect of a ±100 basis point
interest rate variation on Group financial results and shareholder funds at the end of 2023 amounts to ±€2.74 million, versus
±€2.51 million in the previous year. At parent company level, the respective effect at the end of 2022 amounted to ±€2.46
million versus ±€2.21 million a year earlier.
3. Dividend Policy
Company management will propose to shareholders at the Annual General Meeting for 2023, which is scheduled for 12.06.2024,
the distribution of a €0.03 gross dividend per share for 2023, while in the comparable period it distributed a €0.07 dividend per
share. The proposed dividend is subject to shareholder approval at the general assembly. The proposed dividend will be charged
against the special capital reserve provided by article 48 of Law 4172/2013, accumulated in past periods.
4. Own Shares
As of the end of 2023, and up to the date of publication of this Report, neither the parent company nor its subsidiaries held any
own shares (sovereign stock). It should be noted that the Annual General Meeting of Company shareholders on 14.06.2023
approved the purchase of up to 10,000,000 own shares over the next 24 months, at a price range of €0.50 to €4.00 per share
.
C. Important Transactions Between the Company and Related Parties
The most important transactions of the Company over the 01.01.2023-31.12.2023 period with related parties as per IAS 24,
pertain to transactions with subsidiaries, as follows:
Group
(amounts in € ‘000)
Income
Expenses
Receivables
Payables
AGIOS NICHOLAOS CAR PARK SA
43
-
3
-
OLYMPIA MOTORWAY OPERATION SA
1,821
-
107
-
OLYMPIA MOTORWAY CONCESSION SA
1,227
96
83
578
KEDRINOS LOFOS SA
-
-
245
-
KEDRINOS LOFOS OPERATION SA
-
-
3
-
ATHENS RING ROAD SA
22,123
283
2,401
12,765
ATTIKA DIODIA SA
-
16
47
402
AEGEAN MOTORWAY SA
10,936
25
190
543
MOREAS SA
4,135
-
249
1
SALONICA PARK SA
35
-
13
-
POLISPARK SA
4
-
1
-
ATHENS CAR PARKS SA
111
-
-
-
METROPOLITAN ATHENS PARK SA
-
-
0
-
BIOENERGY SA
2
-
55
-
BONATTI J&P-AVAX Srl
72
-
405
-
VOLTERRA A.E.
315
965
-
2,924
17
ILIA WASTE MANAGEMENT SPV
1,015
-
6,206
4
ILIA WASTE MANAGEMENT OPERATOR SPV
254
-
868
-
PYRAMIS SA
-
-
-
410
LIMASSOL MARINA LTD
-
-
19,064
-
J&P (UK) LTD LONDON
-
-
-
31
JCH SERVICES LTD
-
-
-
63
5Ν SA
3
-
15
-
CYCLADES RES ENERGY CENTRE SA
54
-
82
-
JCGH LTD
-
32
-
1,397
CSME HOLDINGS LTD
-
25
-
1,096
HONEYSUCKLE PROPERTIES LTD
-
17
-
750
J/V J&P-AVAX -J&PARASKEVAIDES OV, LTD (JORDAN)
33
-
1,708
-
PROJECT JOINT VENTURES
2,642
-
20,456
15,991
Department Heads and Executive Directors
-
3,319
-
1,319
44,825
4,778
52,203
38,274
Company
(amounts in € ‘000)
Income
Expenses
Receivables
Payables
ETETH SA
8,504
166
878
3,922
TASK AVAX SINGLE-MEMBER SA
530
3,627
1,233
-
AVAX IKTEO SA
-
46
-
542
GLAVIAM
4
-
9
-
AVAX DEVELOPMENT SINGLE-MEMBER SA
325
-
9,142
3
ATHENA CONCESSIONS SA
-
-
-
10
ERGONET SA
20
-
55
-
ATHENS MARINA SA
1,234
-
2,438
-
BONATTI J&P-AVAX Srl
72
-
404
-
AVAX CONCESSIONS SINGLE-MEMBER SA
6,915
-
221,474
-
VOLTERRA SA
315
965
162
4,142
IXION ENERGY SINGLE-MEMBER SA
24
-
-
-
PSM SUPPLIERS LTD
82
-
44
2,711
AVAX INTERNATIONAL LTD
62
4,026
2,235
12,290
GAS AND POWER TECH DMCC
-
155
-
-
CONSPEL (CYPRUS) LTD
24
-
-
123
OLYMPIA MOTORWAY OPERATION SA
334
-
-
-
OLYMPIA MOTORWAY CONCESSION SA
933
-
82
282
KEDRINOS LOFOS SA
993
-
245
-
18
KEDRINOS LOFOS OPERATION SA
3
-
3
-
ATHENS RING ROAD SA
33,719
267
1,415
12,697
ATTIKA DIODIA SA
390
-
-
-
AEGEAN MOTORWAY SA
222
0
0
0
MOREAS SA
1,357
-
-
-
POLISPARK SA
0
-
-
-
METROPOLITAN ATHENS PARK SA
-
-
0
-
BIOENERGY SA
2
-
55
-
ILIA WASTE MANAGEMENT SPV
758
-
6,206
4
ILIA WASTE MANAGEMENT OPERATOR SPV
254
-
868
-
PYRAMIS SA
-
-
-
410
LIMASOL MARINA SA
-
-
19,064
-
J&P (UK) LTD LONDON
-
-
-
31
J/V J&P-AVAX -J&PARASKEVAIDES OV LTD (JORDAN)
33
-
1,708
-
CYCLADES RES ENERGY CENTRE SA
54
-
82
-
JCGH LTD
-
32
-
1,397
CSME HOLDINGS LTD
-
25
-
1,096
HONEYSUCKLE PROPERTIES LTD
-
17
-
750
PROJECT JOINT VENTURES
2,361
-
20,031
15,797
Department Heads and Executive Directors
-
1,301
-
953
59,521
10,626
287,834
57,160
D. Explanatory Report of the Board of Directors
[in accordance with article 4 of Law 3556/2007, and its amendments]
This explanatory report of the Board of Directors contains the information provided for by paragraph 7 of article 4 of Law
3556/2007, and is submitted to the Annual General Meeting of the Company's Shareholders as per the provisions of paragraph 8
of article 4 of Law 3556/2007 and article 188 of Law 4548/2018.
Share capital structure of the Company
Following the issue of 4,000,000 common registered shares with voting rights and a par value of €0,30 each, capitalising an
amount of €1,200,000 from the share premium reserve in December 2023, which was approved by decision
#3176854/14.12.2023 of the Development Ministry, the Company’s share capital on 31.12.2023 amounted to €44,496,454.80
and was split into 148,321,516 common registered shares with a par value of € 0.30 each, carrying an equal amount of voting
rights. The Company’s shares are common registered with voting rights, listed on the Athens Stock Exchange in electronic,
paperless format.
Restrictions on the transfer of the Company’s shares
19
The transfer of the Company’s shares is governed by Greek Law and the Company Charter does not place any restrictions.
However, it should be noted that independent non-executive members of the Company's Board of Directors may not hold more
than 0.5% of the paid-up share capital, in accordance with article 9 of Law 4706/2020.
Furthermore, in accordance with Article 19 of Regulation 596/2014 of the European Parliament and Council, in conjunction with
the European Commission's Authorised Regulation 2016/522 and the European Commission's Implementing Regulation
2016/523, the persons discharging managerial responsibilities and the persons closely associated with them, are required to
disclose transactions that are directly or indirectly conducted on their behalf and are related to the Company's shares or debt
securities or derivatives or other financial instruments that are linked to them, amounting to more than €5,000 (an a gross basis,
without netting off) each year.
Significant direct or indirect participations according to articles 9-11 of Law 3556/2007
According to the Company share register on 22.04.2024, the following shareholders control in excess of 5% of the Company
share capital:
Shareholder Name
Participation
Ultimate Beneficial Owners /
Natural Persons
Constantine Mitzalis
•
16.132% in personal account
•
0.822% in a Joint Investment Account
•
0.607% in a fully-owned legal entity
-
JCGH Ltd
13.940%
Members of the Joannou family,
including Mr Stelios Christodoulou
CSME Holdings Ltd
9.497%
Members of the Joannou family
Κonstantine Kouvaras
•
0.128% in personal account
•
8.494% in a fully-owned legal entity
-
Honeysuckle Properties Ltd
7.506%
Christos Joannou
Stelios Christodoulou
•
7.501% in personal account
•
partial participation in JCGH Ltd
-
Christos Joannou
•
0.128% in personal account
•
partial participation in JCGH Ltd and
CSME Holdings Ltd
•
full participation in Honeysuckle
Properties Ltd
-
Other Shareholders, <5% each
35.2%
20
Holders of any type of a share granting special rights of control
No shares of the Company provide special rights of control.
Restrictions on voting rights
The Company Charter does not include any restrictions on voting rights.
Agreements between Company shareholders
The Company is not aware of any agreements between its shareholders which might result in restrictions on the transfer of
its shares or the exercise of voting rights.
Rules of appointment and replacement of Board members and amendment of Charter
The rules provided for by the Company Charter regarding the appointment and replacement of its Board members as well as the
amendment of its Articles do not differ from the provisions of Law 4548/2018.
Authority of the Board of Directors or specific Board members to issue new shares or purchase own shares
According to the provisions of Law 4548/2018, the Board of Directors of companies listed on the Athens Stock Exchange may be
authorised by the General Meeting of their shareholders to increase company capital through the issue of new shares and to
acquire up to 10% of their total number of shares through the Athens Stock Exchange for a specific time period. The Company
Charter does not make any provisions for this matter that differ from pertinent legislation.
The General Meeting of Shareholders on 14.06.2023 approved the purchase of up to 10,000,000 own shares, over a 24-month
period at a price range of €0.50 - €4.00 per share, authorising the Board of Directors to implement that decision. Up to the date
of issue of this Report, the Company has not made any transactions in own shares as part of this decision.
Important agreements entered by the Company, which will come into effect, be amended or expire upon any changes in the
Company’s control following a public offer and the results of this agreement
There is no such agreement outstanding.
Agreements that the Company has entered with its Board members or its personnel, providing for compensation in case of
resignation or release from duties without substantiated reason or in case of termination of their term or employment due to
a public offer
There are no such agreements outstanding.
Ε. Labour and Environmental Issues
Group activities are diverse and its operations span several countries outside Greece, employing staff with a wide range of skills,
academic background, technical and scientific qualifications. Continuous training is offered to staff of all hierarchical levels,
21
either internally by Group personnel or external trainers, to improve performance and job satisfaction. Personnel are also
offered a series of additional benefits, such as a private healthcare plan, on top of established labour rights.
The Group’s main activity, construction, is closely linked to the natural environment, both in an urban setting and in remote
geographic regions. The Company applies an environmental management system according to the ISO 14001 international
standard and is actively supporting the improvement of environmental performance at worksite level, based on the procedures
and the policies adopted.
At the same time, the Group has integrated the principles of Sustainable Development into its strategy, operating under ESG
conditions and monitoring indicators that record its performance on issues relating to the environment, social responsibility and
corporate governance.
In 2018, the Company obtained an ISO 50001 certificate for the implementation of an Energy Management System at its
headquarters and at construction sites and submitted an energy report to the Ministry of Environment and Energy in accordance
with the following Legislation: Directive 2012/27 / EU, Law 4342/2015, Article 48 of Law No. 4409/2016 (Government Gazette A
'136), Decision No 175275 / 22.05.2018 of the Minister of the Environment and Energy (Government Gazette B 1927 /
30.05.2018) 97536/326 / 28.12.2018 Decision of the Minister and the Deputy Minister of the Environment and Energy
(Government Gazette B 6136 / 31.12.2018).
In addition, the Company in 2019 obtained an ISO 37001 certificate for the Implementation of a Management System against
Corruption, and implemented systems which were certified as follows: ISO 27001: 2013 for Information Security Management,
ISO 39001 for Road Safety Management, and ISO 22301 for Business Continuity Management.
In 2023, the Company calculated its carbon footprint (for 2022) according to ISO 14064-1 standard, which was verified by
external certified institution and recorded through the special platform of Greece’s Environment Ministry, as per the national
climate legislation (Law 4936/2022).
F. Financial and Non-Financial Basic Performance Indicators
1. Basic Group Financial Figures
The basic consolidated financial figures of the Group from continuing operations in fiscal 2023 and the preceding four-year
period are as follows:
amounts in € ‘000
2023
2022
Turnover
453,547
402,709
y-o-y change
12.6%
Gross Results
36,776
20,872
22
y-o-y change
76.2%
Income from participations
32,445
47,439
y-o-y change
(31.6%)
Profit / (Loss) pre tax
16,687
18,543
y-o-y change
(10.0%)
Taxes
(6,661)
(5,627)
y-o-y change
18.4%
Net Profit / (Loss) after tax
10,026
12,916
y-o-y change
(22.4%)
The performance of the Group on a consolidated basis from continuing operations in fiscal 2023 and the comparative year is
defined according to the following ratios:
2023
2022
Explanation
Financial Structure Indicators
Current Assets / Total Assets
52.8%
49.0%
Allocation of Assets
Current Assets / Short-term Liabilities
126.7%
137.9%
Liquidity ratio
Short- and Long-term Liabilities / Total Liabilities
86.7%
85.6%
Allocation of Liabilities
Fixed Assets / Total Assets
41.7%
43.1%
Allocation of Assets
Shareholder Funds / Fixed Assets
31.8%
33.4%
Funding of fixed assets by
shareholder funds
Shareholder Funds / Short- and Long-term
Liabilities
15.3%
16.8%
Capital Leverage
Shareholder Funds / Total Liabilities
13.3%
14.4%
Allocation of Liabilities
Financial Performance Indicators
Gross Result / Turnover
8.1%
5.2%
Gross profit margin
Income from Participations & Securities / Turnover
8.6%
13.4%
Contribution of
Participations to Turnover
Pre-tax results / Turnover
3.7%
4.6%
Pretax profit margin
Pre-tax results / Shareholder Funds
10.4%
12.0%
Return on Equity
2. Financial Results 2023
Consolidated turnover from continuing operations grew to €453.5 million in 2023 versus €402.7 million in 2022. The relatively
low volume of turnover in 2023, despite the high stock of work-in-hand, is due to continuing delays in the start of new projects
23
awarded to the Group since the end of 2022. Those delays are gradually being overcome and the new projects are already
moving into execution phase offering improved profit margins.
The gross profit of consolidated results from continuing operations amounted to €30.8 million in 2023 compared to €20.9 million
in 2022, with the related profit margin reaching 8.1% versus 5.2% in 2022. The rise in gross profitability is due to overall
improvement in the performance of the construction business segment. Its should be noted that the construction EBITDA margin
widened to 6.2% in 2023 from 4.7% in 2022, a trend which is expected to continue as the mix of projects under construction is
shifting and their execution pace is picking up.
Group results in 2023 were burdened by extraordinary, non-operating charges due to write-off of doubtful receivables
amounting to €5.1 million, while the comparable charge in 2022 was €6.5 million.
The net after tax result of the Group from continuing operations in 2023 was a €10.0 million profit versus a €12.9 million profit in
2022, when capital gains from the sale of participations were added.
The EBITDA result, ie earnings before taxes, financial expenses, investment results and depreciation, from continuing operations
of the Group turned in a €60.8 million profit in 2023, up from €58.2 million in the previous year.
Net financial cost for the Group from continuing operations, which includes interest-related income and expenses as well as
interest income from subordinated loans, was broadly unchanged at €20.8 million in 2023 compared to €20.7 million in 2022, as
the reduction in overall debt of the Group was offset by the rise in lending interest rates.
Total debt for the Group, including equipment leasing from banks, fell €34.2 million in 2023, reaching €297.9 million on
31.12.2023 versus €332.2 million at end-2022. Net bank debt and equipment leasing for the Group dropped €24.6 million in
2023 to €221.0 million on 31.12.2023, relative to €245.5 million at the end of 2022.
Short-term debt and equipment leasing from banks of the Group eased €7.4 million in 2023, amounting to €79.1 million. It
should be noted that needs for working capital and LCs for the projects, along with equipment leasing, is an ongoing process for
any project added. The Group’s long-term liabilities from bond loans and equipment leasing from banks were substantially
reduced by €26.8 million during 2023, amounting to €218.8 million on 31.12.2023, in line with the agreed cash flow schedule.
At Company level, total debt and equipment leasing from banks amounted to €294.8 million on 31.12.2023, down from €327.1
million at the end of 2022. The parent Company's net bank debt and equipment leasing fell during 2023 to €223.1 million from
€245.0 million at the end of 2022.
Group equity at the end of 2023 amounted to €159.7 million compared to €154.9 million at the end of 2022, as the dividend
distributed to shareholders for the year 2022 was deducted from the profit for the period.
24
The Group's operating cash flow from continuing operations was positive by €61.3 million in 2023, due to the profitable result of
the period as well as the favorable movement in the balance sheet items that make up working capital.
Group investing cash flow from continuing operations in 2023 was positive by €24.8 million, allowing the Group to continue
repaying loans and leasing liabilities totaling €66.0 million during 2023.
Management places particular emphasis on careful management of cash planning, but at the same time investments are
constantly made mainly in concession projects, while significant working capital is required for the start of new projects. The
reduction of bank debt is a priority for Group management, making use of part of the proceeds from the sale of non-core assets
and holdings, as well as dividends from its concession participations. It should be noted that the Group’s total debt in the last
couple of years has been reduced from €557.1 million at the end of 2020 to €259.4 million at end-2023.
According to the parent company and consolidated financial results for the year 2023, the Company covers the financial ratios of
liquidity, capital adequacy and profitability included in the contracts signed with Greek banks for the issuance of syndicated bond
loans.
On 31.12.2023, the Group classified in its balance sheet a group of assets held for disposal, as per IFRS 5, the equity value of
which was €23.4 million as opposed to €22.6 million at the end of 2022.
Among the main items of current assets in the balance sheet, during 2023 receivables from clients registered a drop while
receivables from construction contracts recorded a substantial increase due to the addition and start of new projects of large
value, still at an early stage of completion.
The value of the Group's participations in concessions and PPPs increased during 2023, reaching €311.5 million at the end of the
year compared to €295.5 million in 2022, mainly due to the addition of the new PPP project in Salonica (Flyover Highway). For
the purpose of providing detailed information, it should be noted that the valuation of investments in concessions in the non-
consolidated accounts of the Company is recorded at their fair value, as per independent appraisal reports. In consolidated
Group accounts, these investments are consolidated using the equity method, except for participations below 20% (Moreas
Motorway and Olympia Motorway, which are also recorded in the consolidated balance sheet at their fair values). As a result, at
the end of 2023, a fair value of €129 million, corresponding to the difference between the fair value of consolidated concessions
and their equity value, is not recorded in the consolidated accounts because participations (except those two mentioned above)
are consolidated using the equity method.
The Group’s financial results for 2023 and the comparable year 2022 are broken down by business segment as follows:
25
01.01 – 31.12.2023
amounts in € ‘000
Construction
Concessions
Energy
Other
Activities
Total
[continuing
operations]
Discontinued
Operations
Net Sales
427,803
4,017
75
21,652
453,547
183,042
Gross Profit
31,579
563
(11)
4,645
36,776
7,044
Operating Profit
5,872
29,147
(418)
2,912
37,513
(66)
Financial Results
(20,827)
444
Pre-Tax Profit / (Loss)
16,687
378
Tax
(6,661)
4
Net Profit / (Loss)
10,026
382
Depreciation
15,739
1,474
19
953
18,185
129
EBITDA
26,677
30,621
(399)
3,865
60,764
1,838
01.01 – 31.12.2022
amounts in € ‘000
Construction
Concessions
Energy
Other
Activities
Total
[continuing
operations]
Discontinued
Operations
Net Sales
375,438
4,789
0
22,482
402,709
394,240
Gross Profit
15,526
1,668
0
3,678
20,872
12,490
Operating Profit
982
37,339
0
967
39,287
26,526
Financial Results
(20,744)
1,265
Pre-Tax Profit / (Loss)
18,543
27,791
Tax
(5,627)
(824)
Net Profit / (Loss)
12,916
26,966
Depreciation
10,057
1,378
0
969
12,404
157
EBITDA
17,576
38,717
0
1,935
58,228
27,655
The Group’s financial results for 2023 and the comparable year 2022 are broken down by geographic region as follows:
01.01 – 31.12.2023
amounts in € ‘000
Greece
International
Markets
Total
[continuing
operations]
Discontinued
Operations
Net Sales
401,091
52,455
453,547
183,042
Gross Profit
64,734
(27,958)
36,776
7,044
Operating Profit
69,371
(31,857)
37,513
(66)
Financial Results
(19,760)
(1,067)
(20,827)
444
Pre-Tax Profit / (Loss)
49,611
(32,924)
16,687
378
26
Tax
(6,995)
335
(6,661)
4
Net Profit / (Loss)
42,616
(32,589)
10,026
382
Depreciation
16,276
1,909
18,185
129
EBITDA
87,915
(27,151)
60,764
1,838
01.01 – 31.12.2022
amounts in € ‘000
Greece
International
Markets
Total
[continuing
operations]
Discontinued
Operations
Net Sales
267,562
135,147
402,709
394,240
Gross Profit
64,574
(43,703)
20,872
12,490
Operating Profit
91,971
(52,684)
39,287
26,526
Financial Results
(20,104)
(640)
(20,744)
1,265
Pre-Tax Profit / (Loss)
71,867
(53,324)
18,543
27,791
Tax
(2,598)
(3,029)
(5,627)
(824)
Net Profit / (Loss)
69,269
(56,352)
12,916
26,966
Depreciation
10,017
2,387
12,404
157
EBITDA
103,137
(44,909)
58,228
27,655
At parent company level, turnover in 2023 increased compared to the previous year. Turnover reached €405.2 million in 2023
versus €361.4 million in 2022. Gross profit amounted to €28.7 million in 2023 from €15.4 million a year earlier, with the cost of
sales reaching €376.5 million in 2023 versus €346.0 million in 2022. Despite the broader pressure on the cost of sales due to the
significant price inflation in building materials, equipment, fuel and freight cost which started in 2021, the gross profit margin of
the Company improved to 7.1% in 2023 from 4.3% in 2022.
Income from participations for the parent Company increased in 2023, reaching €28.1 million versus €57.3 million in 2022, due to
the receipt of reduced dividends from concessions for the previous year.
Earnings before interest, tax and amortization for the parent company recorded a €53.3 million profit in 2023 versus €89.3 million
a year earlier.
3. Activity per business segment
Construction
The Group's construction sector recorded increased activity in 2023, despite the continuing delays in the start of new projects
awarded to the Group since the end of 2022. Those delays are gradually being overcome and the new projects are already
moving into execution phase offering improved profit margins.
27
Energy & Industrial (Power Plants & LNG)
During 2023 the Group delivered or reached a very advanced stage of completion in some large energy & industrial projects,
such as the EPC-based exhaust gas desulphurization system for the 375MWe Lignite-fired Unit V of the Aghios Dimitrios power
plant in Northern Greece. It also signed a contract for an EPC 1,750MW power plant in Romania, while also bidding for several
similar projects, mainly in international markets where the demand for design & construction by specialised manufacturers is
very high. Recent developments in the energy market and the pressing need of western economies to reduce their dependence
on Russian natural gas imports is expected to give a significant boost to the construction of LNG terminals and storage facilities,
and even more natural gas pipelines.
Concessions
The Group’s financial statements include small amounts of revenue from the concessions and PPPs in which it participates,
because it does not fully consolidate them, except for the Athens Marina. The Group's 2023 results include the share of profits
from related companies for its participation in concessions and PPPs, such as the Athens Ring Road, the Aegean Highway, the
Olympia Highway, the Moreas Highway, etc.
Traffic volumes on the country's motorway network have 2019 levels, used as a benchmark for the pre-covid-19 period. It should
be noted that the concessionaire companies, whose financial results were negatively affected by the traffic ban measures, have
received compensation for foregone revenue in accordance with the provisions of the relevant concession contracts, with the
exception of Athens Ring Road, for which the compensation process is still pending.
Especially on the Athens Ring Road, toll crossings in 2023 were up by 9.9% compared to 2019 and 9.5% compared to 2022.
Average daily traffic on the Athens Ring Road in 2023 amounted to approximately 259 thousand vehicles, compared to
approximately 237 thousand in 2022 and 236 thousand in 2019. During the first quarter of 2024, average traffic volume in the
Athens Ring Road is up around 14.3% relative to the comparative period of reference year 2019, and 5.1% higher than the year-
earlier first quarter.
Real Estate
The Group is active in real estate development through subsidiary AVAX Development SA, focusing on the residential sector,
where it has a significant portfolio of projects to showcase consisting of high-end townhouses and holiday complexes in popular
tourist destinations. In the commercial sector, AVAX Development invests in prominent projects of offices and other commercial
uses.
The company is developing three complexes of vacation homes in the Prefecture of Chania and is in the licensing stage for
further residential developments in the same area, as well as in other tourist destinations. AVAX Development also participates
in 3V SA which owns a land plot in Neo Faliro, Piraeus on which a mixed-use project development is planned. The company also
has a property portfolio abroad (Romania, Poland) which it plans to develop in the long term.
28
Facility Management
The Group is active in facility management with success through its subsidiary Task J&P-AVAX SA, which boasts a good clientele
base in the private and the public sector. The company offers a wide range of services for managing and maintaining business
installations, corporate offices and buildings. The outlook is positive because the targeting of the client base reduces doubtful
receivables and is based on long-term contracts and relations with clients.
G. Alternative Performance Measures
This Financial Report features some «Alternative Performance Measures», based on the ESMA Guidelines on Alternative
Performance Measures dated 05.10.2015), besides the International Financial Reporting Standards which derive from the
Group’s financial statements. APMs are not a substitute for other financial figures and financial indicators of the Group which are
calculated according to IFRS, rather they serve the purpose to allow the investment public to get a better understanding of the
Group’s financial performance.
APMs aim to enhance transparency and promote the usefulness and fair and complete information of the investing public, by
providing substantial additional information, excluding elements that may differ from operating results or cash flows.
The APMs used in the Group’s Annual Financial Reports are as follows:
1. Earnings before interest, tax, depreciation and amortization (EBITDA)
amounts in € ‘000
GROUP
COMPANY
2023
2022
2023
2022
Pre-tax Earnings, from continuing operations (Α)
16,687
18,543
15,504
55,975
Financial Results, from continuing operations (Β)
(20,827)
(20,744)
(18,780)
(18,648)
Provisions / Write-Offs (C)
(5,065)
(6,537)
(5,065)
(6,537)
Depreciation, from continuing operations (D)
18,185
12,404
13,923
8,129
EBITDA, from continuing operations
(Α - Β - C + D)
60,764
58,228
53,273
89,289
Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) are defined and calculated according to Circular #34 of
the Capital Markets Commission, as follows: Earnings before tax, financial and investment results and total depreciation
(EBITDA) = Profit / (Loss) pretax earnings +/- financial and investment results + Total Depreciation (of tangible and intangible
assets). EBITDA is widely used by financial analysts and banks to evaluate the capacity of corporations to service their debt out of
generated cash flow.
29
The following table illustrates the breakdown of Group EBITDA in continuing and discontinued operations:
ποσά σε € ‘000
2023
2022
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operation
Total
Pre-tax Earnings (Α)
16,687
378
17,065
18,543
27,791
46,334
Financial Results (Β)
(20,827)
444
(20,383)
(20,744)
1,265
(19,480)
Provisions / Write-Offs (C)
(5,065)
(1,775)
(6,840)
(6,537)
(972)
(7,509)
Depreciation (D)
18,185
129
18,314
12,404
157
12,561
EBITDA (Α - Β - C + D)
60,764
1,838
62,602
58,228
27,655
85,883
It should be noted that there are no discontinued operations at parent company level.
2. Capital Leverage Ratio
amounts in € ‘000
GROUP
COMPANY
2023
2022
2023
2022
Net Bank Debt, excluding project financing and
non-bank leasing IFRS 16 (Α)
220,962
245,528
231,471
245,041
Shareholder Funds (Β)
159,722
154,910
307,578
295,531
Capital Leverage [ Α / Β ]
1.38
1.58
0.75
0.83
The capital leverage ratio is calculated as the ratio of the total of Short-term and Long-term loans at year-end to Total
Shareholder Funds at year-end. This ratio examines the relationship between loans and own equity to assess whether the
business is adequately capitalized or exhibits excessive exposure to bank loans and borrowed capital. Net bank debt calculations
exclude non-bank leasing to offer a more realistic view of Group liabilities for its continuing operations.
3. Net Financial Liabilities (Net Debt)
amounts in € ‘000
GROUP
COMPANY
2023
2022
2023
2022
Bond Loans
(197,027)
(228,278)
(195,021)
(228,278)
Other Long-Term Loans
0
(650)
0
(650)
Long-term Loans – due in next 12months
(34,540)
(47,436)
(34,233)
(47,436)
Leasing
(91,852)
(75,782)
(61,507)
(46,500)
Short-term Loans
(27,863)
(30,685)
(27,058)
(25,642)
Total Debt (Α)
(351,282)
(382,831)
(317,819)
(348,506)
Cash & Restricted Deposits, from continuing
operations (Β)
76,945
86,626
71,672
82,049
30
Net Financial Liabilities (Net Debt), from
continuing operations (Α + Β)
(274,337)
(296,205)
(246,148)
(266,457)
Net Financial Liabilities (Net Debt) are calculated by subtracting Cash & Restricted Deposits from the total of Short-term and
Long-term Loans and Leasing. As a performance indicator, net debt gives an immediate view of the capacity of a business to
repay all or part of its debt making use of its cash and equivalent and restricted deposits.
4. Free Cash Flow
amounts in € ‘000
GROUP
COMPANY
2023
2022
2023
2022
Operating Cash Flow, from continuing operations (Α)
61,320
13,056
39,321
85,164
Net Investment Cash Flow, from continuing
operations (Β)
24,826
104,368
40,975
41,010
Free Cash Flow, from continuing operations (Α + Β)
86,146
117,424
80,296
126,174
Free Cash Flow is calculated by adding Operating and Net Investment Cash Flow, providing an indication of the cash generated
by a business due to its operation after paying for investments in assets. Positive free cash flow allows for financing of new
activities to expand the business and repay debt, while a free cash outflow must be matched by new equity injected by
shareholders or borrowing from the banking system.
5. Interest Coverage Ratio
amounts in € ‘000
GROUP
COMPANY
2023
2022
2023
2022
EBITDA (Α)
60,764
58,228
53,273
89,289
Net Financial Cost
[interest expenses/income + interest from
subordinated loans] (Β)
20,827
20,744
18,780
18,648
Interest Coverage Ratio ( Α / Β )
2.92
2.81
2.84
4.79
The interest coverage ratio reflects the capacity of the Company to meet the current cost of servicing its debt through the
production of operating profitability.
H. Expectations & Prospects for 2024
The Greek economy continued to grow vibrantly in 2023, despite the unfavorable global macroeconomic environment mix of
rising interest rates in the main currencies and stagnant inflation in the strongest economies. The invasion of Ukraine
exacerbates the need for our country's energy independence from Russian hydrocarbons, burdening the growth rate and putting
pressure on Greece's fiscal potential. New inflationary pressures on the cost of transporting goods are expected to arise due to
31
the war conflicts in the Middle East and mainly due to riskier navigation of commercial ships through the Red Sea and the Suez
Canal.
According to the official baseline assumptions for Greece's main macroeconomic data in the period 2023-2026, inflation is
projected to ease to 3% in 2024 and even lower in the following years, while the real growth rate is expected to fluctuate
between 2.3% and 2.5% by 2026. The General Government deficit will continue to decline to 1.1% of GDP in 2024 from 2.2% in
2023, with the public debt-to-GDP ratio also falling considerably to 137.8% in 2026.
In particular, as far as the AVAX Group is concerned, significant improvement in financial performance is expected in 2024, with
continuing growth in construction activity and the overall result, given the growing project backlog and the superior profitability
characteristics of contracts added in the last two years. Τhe Group continues to actively participate in tenders for public, private
and PPP projects in Greece, as well as highly specialised energy projects abroad. Having distributed dividend in 2023 for the year
2022, it is the view of Group management that positive prospects for rewarding shareholders are now opening due to the
sustainable recovery of financial results for several years to come.
I. Important Developments & Events past the Balance Sheet Date (31.12.2023) and up to the date of approval of this Report
Issue of 4,000,000 new shares and bonus distribution
Following a decision by shareholders at the Annual General Meeting on 24.06.2021, the Company in December 2023 issued
4,000,000 new common registered shares with a par value of €0.30 each, capitalising an amount of €1,200,000 of the share
premium reserve, which was approved by decision #3176854/14.12.2023 of the Development Ministry. The new shares were
distributed as a bonus to a total of 52 senior managers, other staff members and business associates, as per article 114 of Law
4548/2018, and were listed on the Athens Stock Exchange in January 2024. Out of the total of 4,000,000 new shares distributed
to 52 individuals, the Company’s five executive Board members were allocated an aggregate amount of 1,150,000 shares.
New Projects
The Company was officially declared provisional winner at the auction which took place in December 2023 for the road section
Ioannina-Kakavia, worth €234 million for the main project with a €76 million option for additional works.
Sale of Volterra SA
The Competition Commission approved, as per the EU’s Merger Regulation, the transfer of 100% subsidiary Volterra SA to
Mytilineos Group. The relevant PPA was signed in August 2023.
Salonica Flyover PPP
Construction works towards the PPP-based Salonica Flyover were temporarily halted due to petitions filed on environmental
grounds. The petitions were dismissed by the State Council on 24.04.2024. Construction works proceed normally.
32
International Arbitration for claim against the Government of Lebanon
The International Center for Settlement of Investment Disputes (ICSID), to which the Company has appealed since 2016
regarding a €370.6 million compensation claim from the Government of Lebanon for the signed contract for the construction of
the Deir Aamar thermal power plant (Phase II), near Tripoli in Lebanon, announced on 11.04.2024 the conclusion of the
arbitration process, the final ruling pending to be announced. In the financial data of the Group, the assessment of recoverability
by the Management was initially limited only to the invoiced part of the claim, ie €51.8 million, and has been gradually reduced
to €14.8 million on 31.12.2023.
J. Non-Financial Information
The non-financial information of AVAX SA (the “Company”) is accompanied by the corresponding alignment tables and provides
detailed information regarding the non-financial activities and performances as required by Law 4548/2018, which concerns the
amendment of the law on anonymous companies. Specifically, it describes in detail elements concerning the evolution,
performance, trajectory, as well as the overall impact of the Company actions, regarding the following issues:
Identification and management of risks related to non-financial issues
Environmental issues
Social issues
Corporate Governance issues
Business Model and Strategy
Business Model
The business model upon which the Company relies primarily focuses on achieving its corporate goals and generating added
value for all its stakeholders. Among other things, the Company operates taking seriously into account its customers, employees,
suppliers, government structures, shareholders, financial institutions, investors, and local communities.
The Company commitment to the 17 Sustainable Development Goals (SDGs) of the 2030 Agenda for Sustainable Development
reflects its real dedication to building a sustainable future. Through the Company actions in all processes, the goal is to reduce
environmental impacts and promote a society that respects and protects its natural environment.
In the business model, the inflows and outflows of revenue and costs are closely monitored, shaping the final results of use that
reflect the sustainability of the Company.
33
Chart 1: Business model of AVAX
Strategy
The main activities of the Company involve the implementation of construction projects of high standards and specialization, as
well as the management of concession and PPP projects, both in the domestic market and in foreign countries. With an
understanding of the major environmental and social issues dominating today's global political agenda, within the framework of
its role and responsibility, the Company strives to shape the appropriate organizational culture that will serve the fundamental
principles of sustainable development, corporate governance, and responsible operation. Its strategy, vision, and principles are
aligned with the widely accepted triple-bottom-line philosophy of sustainable development (economic growth, environmental
protection, and social justice), as well as the goals of sustainable development (17 SDGs) as dictated by the United Nations' 2030
Agenda.
In this context, the Company places at the core of its economic planning the issues of environmental protection and respect for
human rights. Through this approach, the Company expands its mission beyond the narrow confines of meeting the demands of
shareholders, while also seeking to create value for a broader group of social partners who are affected by and affect the
Company operations. The values and strategic objectives that guide it are detailed in the following diagrams, highlighting the
Company commitment to promoting sustainable practices and its comprehensive response to social and environmental
challenges.
34
Our Values
Chart 2: Our Values
Goals
The Company is committed to achieving the following global sustainable development goals:
▪
Contribution to Climate Change
▪
Emphasis on Sustainable Construction
▪
Contribution to the Circular Economy
▪
Protection of Biodiversity and Ecosystems
▪
Ensuring Proper Management of Environmental Resources
▪
Ensuring Health and Safety at Work
▪
Recognition as a Top Employer
▪
Creating Added Value for all Stakeholders
•
We demonstrate integrity, honesty, and responsibility
in all our transactions
.
Integrity
•
We
demonstrate
sincerity,
transparency,
and
straightforwardness in all our business relationships
and transactions.
Transparency
•
We fulfill our promises with a sense of responsibility,
fostering
relationships
based
on
understanding,
professionalism, and regulatory compliance.
Reliability / Consistency
•
We
are
committed
to
fulfilling
our
promises
to
shareholders, customers, employees, and partners.
Commitment
•We treat towards people and the environment with
respect and dignity
Respect
•
We maintain a safe working environment, ensuring
the protection of our employees and partners
Security
•We face new challenges and difficulties with courage,
serving as a source of inspiration for our employees
and partners.
Leadership
•We develop and implement advanced technology in
our
manufacturing
processes
with
the
help
of
specialized
workers,
aiming
for
continuous
improvement and efficiency.
Innovation
•We aim to construct projects of superior quality that
endure over time.
Quality
35
▪
Ensuring Good Governance and Transparency in all operations
▪
Attracting ESG (Environmental, Social, and Governance) Capital
▪
Commitment to Responsible Business Operations
Policies and Quality Standards
To achieve its fundamental goals and vision as dictated by the business model, the Company follows and implements
international quality standards, ensuring a high level of deliverables of services and final products. Its ultimate goal is to create
added value for all its stakeholders and the natural environment in which it operates, as well as to promote issues of business
ethics and social responsibility. The Company disseminates these strategies throughout its supply chain and in all its activities.
With the aim of protecting the environment and respecting workers, all of the Company activities are aligned with the values of
Sustainable Development and are aligned with the 17 goals of the Agenda 2030. To consistently align with these goals, the
Company implements policies and procedures aimed at enhancing trust between social partners and the Company.
These actions are aligned with the new European policies for regulatory information of consumers on environmental and social
issues (according to the new EU directive, New Consumer Agenda: European Commission to empower consumers to become the
driver of transition Brussels, 13 November 2020, to avoid false eco-labeling – greenwashing), protecting investors from any
breaches in social and environmental issues (EU Directive Taxonomy 2020/852 and the ESG Disclosure Guide of the Athens Stock
Exchange).
To address the new challenges arising from the aforementioned international regulatory framework, the Company has
developed specific policies and adopted internationally recognized quality standards to ensure a high degree of transparency
and strengthen the trust of its social partners. Some of the main and most notable policies and standards adopted by the
Company in the context of sustainable development are presented below:
Table 1: AVAX Policies and Codes
A/N
Policies
Public URL
1
Code of Conduct
content/uploads/2021/06/avax.code-of-business-
ethics.Competition-Law-Compliance-1.pdf
2
Safety and Health Policy
SAFETY-POLICY-STATEMENT_27.05.2020.pdf
3
Environmental Policy
content/uploads/2020/01/environmental-policy-
statement.pdf
4
Energy Management Policy
policy-statement.pdf
5
Quality Policy
policy-statement.pdf
6
Anti-Bribery Policy
ANTI-BRIBERY-POLICY-EN-scaled.jpg
7
Information Security Policy
36
content/uploads/2022/09/INFORMATION-SECURITY-
POLICY.pdf
8
Business Continuity Policy
22301-
%CE%A0%CE%9F%CE%9B%CE%99%CE%A4%CE%99%CE
%9A%CE%97-
%CE%95%CE%A0%CE%99%CE%A7%CE%95%CE%99%CE
%A1%CE%97%CE%A3%CE%99%CE%91%CE%9A%CE%97
%CE%A3-
%CE%A3%CE%A5%CE%9D%CE%95%CE%A7%CE%95%CE
%99%CE%91%CE%A3_en.pdf
9
Road Safety Policy
Traffic-Safety-Policy-Statement.pdf
Additionally, regarding the assurance of due diligence issues, the Company has been certified with a series of internationally
recognized standards for social and environmental quality. More specifically, the standards/systems according to which the
Company has been certified are as follows:
Table 2: Certified Management Systems
A/N
Certified Management Systems
Public URL
1
ISO 9001 Quality Management System
9001-GR-002.pdf
2
ISO 14001 and EMAS Environmental Management Systems
14001-GR.pdf
3
ISO 45001 Occupational Health and Safety Management
Systems
45001-GR.pdf
4
ISO 50001 Energy Management Systems
50001-GR-2.pdf
5
ISO 37001 Anti-Bribery Management Systems
37001-GR.pdf
6
ISO 27001 Information Security Management Systems
27001-GR.pdf
7
ISO 39001 Road Traffic Safety (RTS) Management Systems
39001-GR.pdf
8
ISO 22301 Security and Resilience — Business Continuity
Management Systems
22301_el-1.pdf
9
ISO 14064-1 Greenhouse Gas Emission Management
System
systimata-diacheirisis/
It is noted that the primary goal of the above policies and standards adopted by the Company focuses on strengthening its ties
with its social partners and aligning its operations with its existing successful business model, which brings about significant
economic and social impact and lays a solid foundation for future economic growth and prosperity. The strong management
reflexes on economic issues, continuous investment, respect for human resources, protection of the natural environment, and
care for society have created the appropriate conditions for the responsible development of the Company.
Identification and Analysis of Material Issues
37
The Company considers the determination of factors related to its ability to create value as the main criterion for assessing its
sustainability footprint. These factors constitute the material issues for the organization and stakeholders. Therefore, "Material"
issues of Sustainable Development are identified as issues that reflect the significant impacts of the Company actions on
environmental, social, and economic levels, while also being the most important issues taken into account in decision-making
and evaluation of the Company actions in terms of social responsibility and sustainable development. The present Economic
Report presents the steps taken by the Company to conduct the Materiality analysis to be included in the Sustainable
Development Report for the year 2023.
The process of assessing and prioritizing Material Issues for the Company is based on the set of relevant guidelines of the
European Union (2013/34/EU, 2019/C 209/01) for the disclosure of non-financial information, as well as the Global Reporting
Initiative (GRI Standards), and the sectoral categorization and evaluation of the Sustainability Accounting Standards Board (SASB)
framework.
The Company has implemented a comprehensive Materiality analysis, evaluating its impacts from a dual perspective: social and
environmental on one hand, and financial on the other. Within the framework of Impact Materiality, the main objective was to
identify and assess actual or potential impacts - positive or negative - of the company's activities on society and the
environment. The results of this assessment demonstrate impacts that may occur at short-term, medium-term, or long-term
levels, directly connected to the company's operations, value chain, and business relationships. On the other hand, Financial
Materiality focuses on identifying financial impacts arising from environmental, social, and governance (ESG) issues, including
both risks and opportunities.
The distinction between Internal and External Stakeholders allows for a full understanding of the impact of material issues, both
on the company's financial performance and on the broader society and environment. Stakeholders belong either to the
company's internal environment (shareholders, employees) or the external environment (regulatory authorities, SMEs, suppliers,
partners, customers, central government, academic community). The Company has developed communication channels with
stakeholders to identify their concerns, record significant issues, and evaluate their views and needs, while simultaneously
developing actions to respond to these needs.
Through this process, the company ensures a comprehensive and transparent approach to identifying and managing key
material issues, while meeting the expectations of stakeholders.
The procedure followed for the Materiality analysis is shown in the diagram below:
38
Chart 3: Materiality analysis steps
Recognition of Risks Related to Non-Financial Issues
The Company aims for the most effective management of non-financial risks, seeking to further develop its commitment to
social responsibility in all areas of its operations. Through awareness and active addressing of environmental risks, as well as
risks concerning corporate reputation and quality management, the Company seeks to strengthen its position in the market and
enhance trust from customers, investors, and the broader society.
1.
Risks related to the physical impacts of climate change and the transition to a low-carbon economy
Environmental pressure from climate change is driving social and political responses, but it also shapes a high degree of
uncertainty regarding the regulatory framework for environmental protection, which is rapidly changing. This inevitably impacts
the activities of the Company, which operates in the Greek and international economy and is therefore directly affected by both
national and global regulatory developments.
The European Union's guidelines on disclosing information distinguish between risks arising from climate change, those related
to the transition to a low-carbon economy, and those associated with the physical impacts of climate change.
A common definition of net zero carbon emissions is a significant part of the entire construction industry's journey towards the
goals of the Paris Agreement. We know from experience that collaboration is key to developing and implementing sustainable
solutions to continue reducing carbon emissions. In this way, we transfer knowledge to lead ourselves, our customers, and
partners towards a clean future. To achieve the goals of the Paris Agreement, emissions from the built environment must be
halved by 2030. To achieve this, the shift towards energy-efficient solutions, the development of "green" infrastructure, and
generally policies in this direction are gradually being considered and incorporated into the Company business model.
According to the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), scenario analysis based on
climate is increasingly a priority for identifying and addressing potential business risks and opportunities related to both the
transition to a low-carbon economy and the physical consequences of climate change.
Climate change is and will be a key determinant for businesses in the coming decades. Addressing climate change involves
scaling up innovative solutions in energy, increased efficiency, materials, and much more. It is also evident that many buildings
and public spaces were not designed for the kinds of environmental challenges we are experiencing, such as extreme weather
39
events, atmospheric pollution, energy shortages, and drought. National and European legislation and regulations are increasingly
aligned with this goal, encouraging a green transition in construction. The climate agenda creates business opportunities that
allow us to contribute to climate adaptation and mitigation.
Improving circularity is a gradual process that requires new ways of working and testing new solutions. We collaborate closely
with suppliers for circular and low-carbon solutions and encourage them to provide carbon information, such as Environmental
Product Declarations (EPDs) for their products, to enable accurate emissions calculations. Reusing structural materials also
reduces carbon emissions and helps us achieve our goals.
The Group's Management, within the realm of feasibility, monitors, evaluates, and responds to the above risks to mitigate any
negative impacts on the Company financials and operations, while also taking appropriate measures and necessary safeguards to
actively participate in the broader effort to reduce the environmental impact of the Company activities.
2. Risks related to safety and health
Ensuring safety and health in the workplace is one of the fundamental pillars for protecting employees and preventing
occupational accidents and injuries. Due to the nature of its business activities, the Company sectors are subject to occupational
safety and health risks such as minor accidents, accidents resulting in loss of work time, occupational diseases, and injuries.
The construction sector is associated with unwanted incidents and health problems that may arise if risk factors are not properly
addressed. With clear direction, dedicated leadership, and high standards, we build strong foundations for safe work. Our goal is
to create safe and healthy workspaces where everyone thrives and can fully utilize their potential.
With this in mind, ensuring a safe and healthy working environment in all workplaces is a priority for the Company and its
commitment to all its employees. This commitment, combined with full compliance with Greek legislation, has led to the
adoption of the international standard ISO 45001:2018, which significantly minimizes the risks affecting the safety and health of
employees and prevents accidents.
As a result of the above, the Company has adopted a Health and Safety Management System (HSMS). Based on this system, a
safety technician visits and inspects the Company facilities, ensures necessary safety measures, and provides training and
relevant guidance to all employees. It is worth noting that the company leverages the latest technologies, incorporating safety
management policies and procedures to keep employees informed in real-time about the conditions of the respective workspace
and broader safety rules.
Additionally, the Company approach to safety and health in the workplace focuses on both active involvement and training of
employees, emphasizing the importance of their awareness and participation in safety management. The Company adopts a
systematic approach to monitoring and evaluating performance in the field of safety and health and is committed to conducting
systematic educational programs and informational seminars. These initiatives aim to strengthen awareness of safety and
cultivate a culture that promotes preventive care and protection within the work environment.
40
3. Risks related to Regulatory Compliance
The challenges of sustainable development constitute a significant and multi-dimensional issue for modern businesses, requiring
the integration of regulatory compliance at environmental, social, and corporate levels. This necessitates ensuring that corporate
activities meet legal requirements and expectations for responsible business behavior in all areas of their operations.
In this regard, the Company demonstrates full commitment to its smooth and harmonious operation, faithfully following and
respecting applicable legislation and principles of action in every local community or country where it operates. This stance is
reflected in the strict adherence to the rules and provisions of the Code of Professional Ethics it has adopted. With this approach,
the Company emphasizes the value it places on ethics and integrity in the way it conducts its business activities, thereby
enhancing its trust and reputation in the markets where it operates.
Taking into account regulatory risks and their subsequent impacts, the Company unequivocally complies with all compliance
requirements with regulations while simultaneously adhering to the necessary procedures and steps in case of the company's
failure to harmonize with regulatory frameworks, while also preserving its corporate reputation and integrity.
4. Geopolitical Risks
The Eastern Mediterranean region, the Middle East, and North Africa entail a high degree of geopolitical risk due to ongoing
tensions from conflicts and political unrest. These tensions stem from the collapse of political regimes, the emergence of new,
fanatic religious groups, and disputes over the control of natural resources such as oil and natural gas.
Taking into account this geopolitical reality, the company has oriented its international business activities towards countries
within Europe, which have a lower level of geopolitical risk. In this way, it seeks to minimize its exposure to such risks and ensure
a stable and secure international business trajectory.
5. Corporate Reputation Risks
The activities of the Company are associated with environmental risks such as air and water pollution, greenhouse gas emissions,
and climate change. Increased scrutiny by stakeholders is already a reality and may continue to increase. Companies may see
their commercial brands and reputation destroyed if they appear to be delaying the transition to a low-carbon economy. This is
particularly important for construction and development, as the built environment contributes significantly to global emissions.
Taking into account the conditions created by the transition process, the Company has adopted a series of internationally
recognized standards for protecting the natural environment (ISO 14001) and ensuring the safety and health of workers (ISO
45001) in the workplace, certified by independent organizations. Additionally, the Company has established a series of policies,
values, and principles for protecting the natural environment (such as Environmental Policy, Energy Management Policy),
avoiding bribery (Anti-corruption and Bribery Policy), and addressing violence and harassment in the workplace (Violence and
Harassment Policy). The purpose of these policies and best practices is to establish and consolidate a reliable and systematic way
of operating the Company that ensures its good corporate reputation.
41
Axis E - Environmental Issues
The Company recognizes the critical importance of protecting the natural environment and is committed to continuously
improving its environmental performance, seeking a harmonious compliance with national and European environmental
legislation. The company's business activities are conducted with absolute respect for the environment, treating environmental
responsibility as a fundamental element of its philosophy. The Company adopts a long-term approach, focusing on ensuring the
availability of natural resources not only for current needs but also for the requirements of future generations, reaffirming its
dedication to sustainable development and ecological responsibility.
The goal of the Company is the continuous improvement and enhancement of its environmental indicators. It constantly invests
in technology, infrastructure, and the adoption of best available practices. The Company is committed to continuously improving
its environmental indicators, with the ultimate goal and vision of achieving environmental and climate neutrality in the coming
years.
Minimizing the negative impacts of the Company activities is crucial for the company's sustainability, as it fully understands the
impact its activities can have on the environment. Adopting the principles of the circular economy significantly contributes to
reducing waste and pollution while promoting the efficient use of resources. Furthermore, the protection of biodiversity is
essential for the long-term preservation of ecosystems. Preserving water resources is also critical for ensuring access to clean
water for human consumption and the harmonious functioning of ecosystems. Finally, reducing greenhouse gas emissions is
necessary to limit the impacts of climate change.
Energy & Gas Emissions
The Company has established and implemented specific programs and procedures based on its Environmental Management
System, while also taking measures to continuously monitor energy consumption and adopt high-energy-efficiency technologies
in its facilities. Based on this commitment, the company has developed an Energy Management Policy and implements a
certified Energy Management System, according to the international standard ISO 50001:2018.
Through the Energy Management Policy, the company is committed to:
•
Achieving continuous improvement in energy performance and the Energy Management System of the company
•
Establishing and reviewing objectives and targets for energy management
•
Providing the necessary resources and information to achieve the objectives and targets set within the Energy
Management System
•
Meeting all legal and other requirements related to energy use and consumption and the energy performance of the
company
•
Contributing to addressing climate change through improvements in energy efficiency and the conservation of natural
resources throughout the lifecycle of the company's services
•
Procuring products and services with high energy efficiency
•
Designing for energy efficiency improvement
•
Providing continuous training, education, and motivation of personnel on energy management issues
•
Continuously monitoring, analyzing, and evaluating the energy performance and Energy Management System of the
company.
The reduction of greenhouse gas emissions (GHG) of the Company is a target through the improvement of energy efficiency of
infrastructure and processes. In this context, the company has recorded the total direct and indirect emissions of Scope 1 and 2,
respectively.
42
The calculations of greenhouse gas emissions include the direct emissions (Scope 1) resulting from stationary combustion
sources and company-owned transportation, as well as the indirect emissions (Scope 2) resulting from the use of electricity, as
defined according to ISO 14064-1:2018 and the GHG Protocol.
Chart 4: Scope 1 and Scope 2* emissions
*finalised emissions will be published in the Sustainable Development Report
Water Management
Protection of the aquatic environment and rational use of water is a significant goal for the Company, as its activities are directly
associated with it. It should be noted that the Company central offices are connected to the water supply network and fully
cover the water needs for personnel hygiene and cleanliness of the premises. For the year 2023, the total water consumption
amounted to 355.72 ML.
Table 3: Water consumption
Water consumption (ML)
Drinking water from the water supply network
60,80
Drinking water from containers (blue water)
0,11
Non-drinking water for dust control
246,29
Non-drinking water for other uses
48,52
Pollution Prevention
Special emphasis is placed on environmental respect and the reduction of the negative impacts of our actions on nature in every
project. The Company method for addressing environmental issues is comprehensive, encompassing all stages from preparation
10400
2709
0
2.000
4.000
6.000
8.000
10.000
12.000
Scope 1
Scope 2
tn CO2eq
Greenhouse gas emissions
43
and submission of bids to construction and landscaping of the natural environment. To achieve this goal, the company has
defined and implemented specific steps for identifying and managing environmental risks.
To prevent environmental incidents during the various phases of projects, the Company has established and adheres to strict
environmental management procedures at all its construction sites. These procedures are implemented by all employees and
subcontractors, and monitoring their compliance is part of the ongoing project supervision.
Particular attention is paid to the management and collection of waste generated by all projects and facilities. The waste
management process at the facilities is based on a holistic approach, executed with strict compliance with applicable legislation.
Waste is collected and temporarily stored in specially designated areas within the facilities before being collected by authorized
collectors for processing and final disposal.
Hazardous waste (tn)
Non-hazardous waste (tn)
Total (tn)
2023
4.068
2.020.392
2.024.460
2022
132
93.766
93.898
Biodiversity
The Company commitment to environmental protection and the preservation of flora and fauna in the areas where its projects
are implemented is expressed through a series of specific, organized actions and policies. The Company takes the obligation to
protect the natural environment very seriously, ensuring the execution of every activity with the utmost respect. The
implementation of the company's environmental management principles is strict and applied across its entire range of activities,
aiming to minimize human impact and promote sustainability in its projects.
Additionally, continuous training and awareness of its personnel on environmental management and sustainability issues
constitute a strategic pillar of its corporate philosophy. The Company not only provides necessary training but also encourages
the development of a culture based on active participation and commitment of its employees to these issues.
In conclusion, the Company adopts an approach that goes beyond mere compliance with current environmental requirements
and actively promotes sustainability and environmental responsibility at all levels of its operation, contributing to the
construction of a sustainable future legacy by protecting the natural environment and enhancing social welfare.
Circular Economy
For the Company, the principles of the circular economy are not treated as a mere theoretical direction but have systematically
been integrated into its daily operations and processes in recent years. Its primary goal is the continuous reduction of its
environmental footprint through limited and more efficient use of raw materials, waste minimization, and emissions reduction.
44
The Company ensures that waste management, regardless of its potential risks, is exclusively carried out by specialized and
appropriately licensed management companies.
With deep appreciation for the natural environment, the Company incorporates the principles of the circular economy into its
core operational objectives, which include reducing the total volume of generated waste and properly segregating them for final
disposal. To this end, the company has installed specialized waste bins and containers in carefully designated areas with clear
labeling within its central offices, encouraging waste separation at the source for more effective management.
Axis S - Social and Labor Issues
In the current era, where social awareness and demands for corporate transparency are increasing, emphasis on corporate
responsibility and adherence to ethical standards and social norms becomes increasingly critical. The Company adopts this
perspective, demonstrating a commitment to fair and equitable treatment of employees, ensuring safe and healthy working
conditions, and promoting diversity, equality, and inclusion.
Focusing on a people-centric approach, the Company recognizes the importance of a positive work culture reflected in the
happiness of employees, their loyalty, and the enhanced overall performance of the company. Dedication to these values and
avoiding violations of human rights enhance the company's reputation and trust.
Additionally, the company actively recognizes and addresses social issues that may affect its operations, continuously adapting
its business strategies and practices. Awareness of social changes and adaptation ensure alignment with ethical standards and
leadership in supporting social well-being.
Engagement with these issues strengthens the Company, preparing it for future challenges and reinforcing a positive corporate
identity based on a people-centric approach and sustainable development.
Key Elements of Human Resources
Employees are the core of the Company and are essential for achieving its business goals. The Company has established policies
to ensure a safe working environment and provide equal opportunities for training and personal development.
The recruitment process is based on meritocratic selection and evaluation systems, adapted to the specific needs and
requirements of each work field. These systems guarantee equal opportunities for training and professional development
without discrimination. Meritocratic and objective evaluation of employees encourages excellence and professional
development, while effective Health and Safety management through the enhancement of accident prevention culture reflects
the company's unwavering commitment to a safe and healthy work environment.
45
Furthermore, the Company emphasizes improving the quality of life of its employees by offering a range of benefits aimed at
enhancing not only their economic and social well-being but also fostering a deeper bond between the human resources and the
company. These benefits include private healthcare coverage for employees and their families, ensuring access to quality
healthcare services, a blood bank through voluntary blood donation, providing support to employees and their families in case of
need, as well as access to medical advice and support on a weekly basis through a medical consultant. Additionally, partial
funding for postgraduate studies encourages professional and personal development of employees through education.
Chart 4: New Recruitments by Age 2022-2023
Worker Safety and Health
Safety & Health in the workplace is a top priority for the Company management. The Company is committed to ensuring high
standards of Safety & Health in the workplace and complies with the requirements of the ISO 45001:2018 standard with the aim
of minimizing risks and preventing accidents. Certification applies to the design, study, construction, operation, and maintenance
of large-scale projects. Additionally, the Company has a documented Safety & Health Policy to protect its people. The Company
aims for continuous improvement of its policies and Safety & Health system to implement best practices for the protection of its
people.
According to its policy for Worker Safety and Health, the Company is committed to:
•
Ensuring the best Safety & Health conditions at work and preventing injuries and illnesses in the workplace, achieved
through available technical and financial capabilities.
•
Monitoring and complying systematically with legislation on Safety & Health issues.
88
514
471
118
373
308
0
100
200
300
400
500
600
< 30 years old
30-50 years old
> 50 years old
Number
of recruitments
New recruitments
by age 2022-2023
2022
2023
46
•
Harmonizing with the requirements of the ISO 45001:2018 standard.
•
Establishing clear and measurable objectives and evaluating its performance with the aim of continuous improvement.
•
Enhancing training and education measures for its employees.
•
Focusing on eliminating all kinds of risks associated with its activities through systematic risk assessment methodologies
and implementing preventive measures to ensure the safety and health of workers.
•
Encouraging employee participation in seeking effective methods to identify, assess, and eliminate (or limit to an
acceptable level) workplace risks.
•
Collaborating with authorities, competent government agencies, and organizations to improve this specific policy.
•
Conducting regular inspections and checks through established procedures.
•
Investigating incidents and drawing conclusions to assess and improve its performance in Safety & Health at work.
•
Adjusting the Occupational Safety and Health Management System, always operating in compliance with standards and
legislation, in cases of changes in the organization, procedures, processes, facilities, personnel, and equipment.
•
Informing and raising awareness about Safety & Health issues at work among its clients, contractors, suppliers, and
partners.
Special emphasis is placed on training personnel on preventing major accidents and Worker Safety & Health. The topics covered
in employee training include, but are not limited to:
•
Fire Safety and Protection,
•
Personal Protective Equipment,
•
Safety Data Sheets,
•
Prevention of workplace hazards,
•
Safety in workspaces,
•
Exercises for dealing with emergency situations.
Equal Opportunities and Respect for Human Rights
Respect for human rights is one of the primary goals for the Company, as it recognizes the critical importance of its employees
for sustainable business activity. It fully complies with existing legislation and regulations to ensure the protection of human
rights, strengthening labor participation through collective bargaining in accordance with national law. It also acknowledges the
importance of trade union freedom and promotes constructive dialogue with employee representatives, thus demonstrating its
commitment to creating a fair and safe working environment.
The Company places at the core of its philosophy the creation of a work environment where equal opportunities are provided to
all employees, thereby eliminating any form of discrimination. Its vision is for a society without exclusions, where individuals
from different backgrounds can be integrated into its team. Equal treatment starts from the hiring process and continues
47
throughout the duration of employment in the Company. Promotions, training programs for employee development, and
compensation are based on meritocratic criteria.
As part of this commitment, the Company adopts and implements the 10 Principles of the United Nations Global Compact,
covering a wide range of issues, from human rights protection and labor rights to promoting gender equality, reducing
inequalities, and encouraging well-being for people of all ages. These principles are integrated into the core of the corporate
culture and reflected in the Company Code of Business Ethics and Conduct, which provides clear guidelines to employees,
fostering an environment of respect and protection of human rights.
The Company continuously endeavors to increase the diversity of its workforce by employing more women in its activities and in
its Board of Directors, employing different age groups, and hiring people from diverse educational backgrounds. It is worth
noting that last year, the hiring of women in the company quadrupled.
Chart 5: Breakdown of human resources by gender 2020-2023
Relationship with Clients
The Company is distinguished for the continuous and deep relationships of trust it has managed to develop with its clients, both
in the domestic and international markets. The key to its success lies in the high levels of customer satisfaction achieved after
the completion of projects, emphasizing excellence in delivery and implementation. The company successfully meets the
requirements and demands of the projects it undertakes, which are defined from the outset by its clients.
810
790
1169
199
236
258
1009
1026
1427
0
200
400
600
800
1000
1200
1400
1600
2021
2022
2023
Breakdown of Human Resources by gender
Men
Women
Total
48
An important part of this process is the formal recording of customer satisfaction, especially when it comes to public entities.
This approach is evidence of the Company commitment to providing services that not only meet but exceed the expectations of
its customers. Regarding the management of complaints, the Company has implemented an effective communication
mechanism, where complaints that may arise are directly conveyed to Project Directors via email and/or telephone (Grievance
Mechanism).
Additionally, a critical factor for the successful completion and delivery of projects is the selection of partners. The Company
recognizes the need for excellent selection of partners, such as engineers and architectural firms, who must align with the values
and philosophy of the company. This means that all partners must demonstrate full compliance with applicable laws and share
commitment to achieving high standards of quality, safety, and integrity in their work.
Quality Assurance
The Company implements a comprehensive quality assurance strategy, creating and maintaining policies and procedures that
cover all areas of its business activities. The Company conducts regular audits seeking continuous improvements. It has adopted
a Quality Policy, which is compatible with the requirements of the international standard ISO 9001, ensuring the effective
operation of a Quality Management System that covers all functions of the business.
Through the Management System, the Company aims to continuously strengthen and improve its reputation in the field of
quality management of the projects it implements. This involves careful and precise execution of projects, which fully meets the
needs, requirements, and expectations of its customers, in accordance with all applicable legislative regulations, standards, and
regulations. Furthermore, it emphasizes the continuous development and utilization of the technical knowledge gained through
its experience, expanding the knowledge of its employees through regular and targeted training programs. This approach
ensures the company's ability to successfully meet the growing and evolving demands of the industry, maintaining and
continuously improving the quality and efficiency of its services.
Responsible Supply Chain Management
The Company recognizes the importance and attention required to develop strong relationships with its suppliers, and for this
reason, it places great emphasis on their selection. It strictly follows a set of principles such as fairness, transparency, trust,
honesty, and integrity in managing its relationships with suppliers and contractors, aiming to build long-term and mutually
beneficial relationships. The Company focuses on continuously improving its services and ensuring the exceptional quality of its
projects, acknowledging the importance of selecting and sourcing materials, especially from local suppliers whenever possible,
to support the local economy and reduce environmental footprint.
For to engage in cooperation with suppliers, it is essential that they adhere to the same principles, hence it follows a targeted
approach in selecting its suppliers, aiming to create and maintain long-term and mutually beneficial professional relationships.
49
The purpose of this approach is to select suppliers with whom it can enter into agreements and develop strong and long-term
bonds. This selection process involves not only raw materials but also mechanical equipment, which is crucial for the efficient
execution of its projects. The Company has incorporated a comprehensive management process for mechanical equipment,
ensuring that all equipment is managed in a way that ensures maximum performance and best environmental practices. This
process includes defined steps for proper maintenance and efficient use of equipment on projects, while simultaneously
focusing on reducing environmental footprint, emphasizing the company's commitment to adopting best practices that combine
business efficiency with environmental awareness.
Additionally, the company implements a specially tailored management process for its subcontractors, aiming to ensure high
quality and efficiency in project execution by selecting subcontractors through a process that examines their capabilities,
experience, and past performance. Based on the specific requirements of the projects and the criticality of the tasks to be
performed, on-site inspections are conducted by quality engineers to accurately assess the performance of subcontractors and
verify compliance with established standards. The Company evaluates the commitment of its subcontractors to the principles of
sustainable development, and its goal is to select suppliers who have incorporated sustainable development practices.
Actions of Social Responsibility
Another strategic objective of the Company is to contribute to the well-being of its fellow human beings. The Company does not
perceive its social commitment as a mere addition to its business activities but as a fundamental pillar of its operation and
development. By incorporating responsible practices at all levels of action, the Company seeks to make a positive contribution to
society while creating value for its employees, customers, and local communities.
Recognizing the value of its direct involvement in local communities, the Company develops collaborative relationships that
allow it to understand and effectively respond to the needs and concerns of residents. The local communities in which the
Company operates are significant factors for its operation, and it aims to contribute maximally to their well-being through the
cultivation of relationships based on mutual trust, job creation, and donations to support local efforts. Through active
participation and support for local communities, the Company strengthens social cohesion and practical solidarity.
Additionally, the Company undertakes actions to support vulnerable social groups by providing sponsorships and donations to
organizations and various initiatives aimed at addressing a wide range of needs. Through its actions, the Company demonstrates
its willingness and commitment to positively contribute to the welfare of society beyond its successful business activities.
This holistic and multidimensional approach to social commitment reflects the Company belief that the success of a company is
measured not only by its financial results but also by its ability to make a positive contribution to society and enhance
sustainability on social and environmental levels.
50
Voluntary Blood Donation
The Company organizes voluntary blood donation drives in collaboration with the Amalia Fleming Hospital, and for 2023, we
collected 65 bottles of blood for the AVAX Blood Bank.
AVAX is supporting the Affected Thessaly Communities
The Company provided personnel and machinery to authorities for restoration work following the damages caused by the Daniel
storm in Thessaly. Additionally, it distributed 75,000 bottles of bottled water to the affected individuals. Similar support was
provided to the regions of Thrace affected by the August wildfires.
Continuous Support for "The Smile of the Child" Home in Melissia
The Company has been providing continuous support to the "Smile of the Child" organization by supplying essential items, food,
and heating oil for the seamless operation of the Home.
Diagram 6: Company Actions of Social Responsibility 2023
Axis G - Governance Issues
51
The Company, with determination and strategic commitment to implementing advanced corporate governance processes,
emphasizes its commitment to transparency and sustainability, harmoniously combining the pursuit of commercial growth with
responsible entrepreneurship. Recognizing the value of good corporate governance as a critical element in strengthening the
trust of stakeholders and enhancing its competitive position, the Company has gained a leadership position in the field,
promoting practices that ensure integrity, transparency, and compliance with legislative requirements.
Corporate Governance determines the daily operations of the Company on issues such as:
•
The composition and operation of the Board of Directors
•
Strict control mechanisms
•
The organizational structure of the Company
•
The performance evaluation and compensation system for executives
•
The Company's disclosure policy
•
The Board of Directors of the Company was elected for a three-year term on June 24, 2021, i.e., until June 24, 2024.
The members of the Company Board of Directors are presented in the table below:
Table 6: Members of the Board of Directors
Title
Full name
Chairman, Executive Member
Christos Ioannou
Deputy Chairman, Executive Member
Konstantinos Kouvaras
Vice Chairman, Non-Executive Member
Aikaterini Pistioli
Managing Director
Konstantinos Mitzalis
Executive Member
Konstantinos Lysaridis
Executive Member
Antonis Mitzalis
Independent, Non-Executive Member
Christos Siatis
Independent, Non-Executive Member
Alexios Sotirakopoulos
Independent, Non-Executive Member
Michael Hadzipavlou
Independent, Non-Executive Member
Theodora Monohartzi
The organisation chart below presents the way in which the governance of the Company is allocated, as approved by the Board
of Directors on December 1, 2023.
52
In the context of corporate governance, the Company places particular emphasis on effective risk management (further analyzed
in the chapter Risk Identification Regarding Non-Financial Issues) as well as combating corruption and bribery. Additionally,
significant governance issues for the Company include Business Ethics and Integrity, tax transparency, ensuring operational
continuity and readiness for emergency situations, personal data protection and cybersecurity, as well as attracting investors
who emphasize ESG issues.
Combating corruption and bribery
The Company, fully aware of the responsibility it bears in the business environment, is committed to enhancing transparency
and eliminating all forms of corruption and bribery within its organization. It recognizes that combating corruption and bribery as
phenomena are central pillars for the safe and transparent operation of the company, as they directly affect the activities and
ethical culture of the company.
In this context, the Company implements an Anti-Bribery Management System, following the International Standard ISO 37001,
which ensures continuous assessment and management of risks related to bribery and corruption. Its steadfast commitment is
further supported by the development and adherence to a comprehensive range of Policies and Codes, such as the Anti-Bribery
Policy, the Code of Business Ethics and Integrity, as well as a Compliance Manual with Competition Rules. In this regard, the
Company continuously assesses the risks and opportunities that arise, with the aim of improving processes and effectively
addressing any incidents of corruption. This process helps in prioritizing and effectively managing risks, while simultaneously
enhancing organizational transparency and integrity.
53
With these practices, the Company reaffirms its commitment to applying high standards of ethics and business integrity, always
remaining in full alignment with domestic and European legislation. This commitment, to the principles of transparency and
responsible entrepreneurship, makes the Company a model of corporate governance and contributes to the development of a
healthy free market characterized by transparency and ethics."
Data Security and Privacy
In today's business landscape, the protection of personal data is an essential necessity for which every company should take
measures to ensure compliance. The Company, recognizing this criticality, actively engages in securing the confidentiality of the
data it handles. The volume of data entering the Company jurisdiction and the need for their secure management and protection
have led to the development of a broader framework for data security and management.
This framework includes internal policies and procedures, oversight of compliance through the Company Data Protection Officer
(DPO), as well as the adoption and implementation of legislative provisions such as the GDPR Regulation. A significant role in
enhancing protection is also played by the certification of the Information Security Management System according to ISO 27001,
while the DPO, a member of the Group's ESG Committee, closely collaborates with National and European Data Protection
Authorities to ensure continuous compliance with developments in current legislation.
Moreover, the Company ensures the protection of personal data from the initial stage of processing through subcontracting
agreements that include clear protection terms. The Company supports compliance with the current framework, promotes a
culture of compliance internally, and conducts continuous assessments and audits to achieve ongoing compliance at all levels of
data management and processing.
Through the above, the Company underscores its unwavering commitment to the security of personal data and the protection of
privacy, establishing itself as a standard-bearer in data management and protection.
Attracting Investors Emphasizing ESG Issues
The Company is focused on attracting investors who prioritize Environmental, Social, and Governance (ESG) issues, consistently
developing and implementing strategies that reflect this commitment. Recognizing that sustainability and responsible business
practices are critical factors for the long-term success and growth of a corporate entity, the Company continuously invests in
initiatives that enhance environmental performance, social contribution, and transparency in its management and operations.
Harmonization with European Union Regulations and a focus on economic activities supporting sustainability strengthen the
Company position as a preferred choice for investors focusing on growth through the adoption of practices that contribute to
54
reducing environmental footprint and promoting social responsibility, creating a solid foundation for long-term value and
growth.
Through this specific approach, the Company seeks to remain at the forefront of sustainable development, ensuring that its
activities are fully aligned with the latest requirements and directions for sustainability, thus offering significant opportunities for
investors seeking to contribute to the creation of a more sustainable and responsible economy.
The Company, therefore, through conscious application and the development of strategies supporting the principles of good
governance and corporate responsibility, manages to combine business excellence with sustainable and responsible
development. Adherence to these values is not only an ethical obligation but also a strategic advantage, allowing it to emerge as
a preferred investment destination, while also strengthening trust relationships with its customers and all stakeholders.
Non-Financial Performance Indicators (NFPIs)
The section of non-financial indicators includes metrics related to the Company performance in Environmental, Social, and
Corporate Governance (ESG) matters. The table below presents the required ESG data of the Non-Financial Information.
ENVIRONMENT
INDEX
Price 2023*
Measurement unit
Direct GHG Emissions (Scope 1)
10.399,95
Metric tonnes of CO2
or equivalent
Indirect GHG emissions (Scope 2)
2.709,16
Metric tonnes of CO2
or equivalent
Electricity consumption
18,29
TJ
Water consumption
355,72
ML
Fuel consumption from renewable sources
0
TJ
Energy consumption for heating within the company
3,13
TJ
Hazardous waste produced
4.068,40
t
Non-hazardous waste generated
2.020.392
t
Electricity purchased for consumption
5.081
MWh
SOCIETY
INDEX
Price 2023*
Measurement unit
Total number of employees
1427
Number
Total number of female employees
258
Number
Full-time male workers
1.169
Number
Full-time female employees
252
Number
55
New recruitments of female employees under 30 years old during the
reference period
23
Number
New recruitments of women aged 30-50 during the reference period
48
Number
New recruitments of female employees over 50 years old during the
reference period
15
Number
New recruitments of employees under 30 years of age during the
reference period
95
Number
New recruitments of men aged 30-50 during the reference period
315
Number
New recruitments of employees aged 50+ during the reference period
293
Number
Total number of voluntary departures
158
Number
Total number of hours of training provided to the top 10% of
employees
8
Number
Total number of employees in the top 10% of employees by total pay
143
Number
Total number of training hours provided to the bottom 90% of workers
with a total of
710
Number
Total number of employees in the bottom 90% of employees based on
total pay
1.284
Number
Expenditure on employee training
26.283
Euro (€)
Deaths due to work-related injury for all workers
1
Number
Recorded work-related injuries for all workers
26
Number
Working hours for all workers
6.880.002
Hours
ADMINISTRATION
INDEX
Price 2023*
Measurement unit
Tax name
COMMERCIAL -
INDUSTRIAL - BUILDING
MATERIALS &
CONSTRUCTION
MATERIALS
MACHINERY S.R.O.
Text of
Private / Public Property
LISTED ON THE STOCK
EXCHANGE
Text of
Legal form of the company
LIMITED LIABILITY
COMPANY
Text of
Areas of activity
The Group is active in
the infrastructure
sector and specifically
in the sectors of
Construction,
Concessions,
Environment,
Development and
Property Management.
Text of
Business model
pp. 8
Text of
56
Supply Chain Description
Section 6.6 Responsible
supply chain
management
Text of
Governance structure
Section 7.1
Introduction to
Governance Issues
Text of
List of committees
Section 7.1
Introduction to
Governance Issues
Text of
Women in managerial positions
5
Number
Total employees in managerial positions
26
Number
Number of members of the highest governing body
10
Number
Number of women members of the highest governing body
2
Number
Number of executive members of the highest governing body (e.g.
Board of Directors)
5
Number
Non-executive and independent directors
4
Number
Internal Code of Operations
YES
YES / NO
Regulation of the Nominations Committee & Remuneration of the
Board of Directors
YES
YES / NO
Rules of Procedure of the Audit Committee
YES
YES / NO
Corporate Governance Code
YES
YES / NO
Board Member Suitability Policy
YES
YES / NO
Remuneration policy
YES
YES / NO
Code of Conduct
YES
YES / NO
Anti-corruption and anti-bribery policy
YES
YES / NO
Environmental Policy
YES
YES / NO
Quality Policy
YES
YES / NO
Information Security Policy
YES
YES / NO
Safety & Health Policy
YES
YES / NO
Anti-Violence and Harassment Policy
YES
YES / NO
Energy Management Policy
YES
YES / NO
Road Safety Policy
YES
YES / NO
Privacy and Personal Data Protection Policy
YES
YES / NO
ISO 9001 Quality Management System
YES
YES / NO
ISO 14001 and EMAS Environmental Management Systems
YES
YES / NO
ISO 45001 Occupational Health and Safety Management Systems
YES
YES / NO
ISO 50001 Energy Management Systems
YES
YES / NO
ISO 37001 Anti-Bribery Management Systems
YES
YES / NO
ISO 27001 Information Security Management Systems
YES
YES / NO
ISO 39001 Road Traffic Safety (RTS) Management Systems
YES
YES / NO
ISO 22301 Security and Resilience — Business Continuity Management
Systems
YES
YES / NO
ISO 14064-1 Greenhouse Gas Emission Management System
YES
YES / NO
*All values presented are based on available data up to the present. They are subject to change as more information becomes
available and clarifications are made. Updated values will be presented in the upcoming Sustainability Report.
57
EU Taxonomy
The European Union (EU), in 2019, with the adoption of the European Green Deal, created a roadmap towards achieving the
continent's climate neutrality by 2050. This agreement includes a series of policy initiatives in various areas of interest to the EU
and its member states, such as energy, environment, industry, and sustainable finance, all of which have strong
interdependence.
In this context, and in order for the Green Deal not to remain a mere wish list but to indeed acquire mandatory force, the
European Climate Law made legally binding both the target of reducing greenhouse gas emissions by 55% by 2030 compared to
1990 levels, and achieving climate neutrality by 2050.
In line with the above, the European Union implemented Regulation (EU) 2020/852 in 2021 for its Taxonomy, creating a "green"
classification system that translates the EU's climate and environmental goals into clear and objective criteria for defining
environmentally sustainable economic activities.
According to Regulation (EU) 2020/852, an economic activity is considered eligible if it is included in the EU Taxonomy and can
contribute to one or more of the six environmental objectives explicitly listed in Article 9 of the regulation. These objectives are
as follows:
•
Climate change mitigation (CCM)
•
Climate change adaptation (CCA)
•
Sustainable use and protection of water and marine resources (WTR)
•
Transition to a circular economy (CE)
•
Pollution prevention and control (PPC)
•
Protection and restoration of biodiversity and ecosystems (BIO)
58
Chart 7: Six Environmental Objectives
Apart from the six environmental objectives, for an economic activity to be classified as aligned with the EU Taxonomy, it must
cumulatively meet four conditions as recognized in Article 3 of the European Regulation, namely:
•
Significantly contribute to achieving one or more of the environmental objectives set out in Article 9 (see above).
•
Comply with the technical screening criteria set by the Commission in delegated acts issued for each economic activity
regarding the achievement of the environmental objectives of the Regulation.
•
Not significantly harm any of the environmental objectives set out in Article 9.
•
Be exercised in accordance with the minimum safeguards provided for in Article 18, i.e., align with the OECD guidelines
for multinational enterprises and the guiding principles of the United Nations on business and human rights, including the
principles and rights set out in the eight fundamental conventions identified in the declaration of the International Labor
Organization on fundamental principles and rights at work and in the International Bill of Human Rights.
The scope of the European Taxonomy Regulation includes participants in financial markets or issuers regarding financial products
or corporate bonds offered as environmentally sustainable, participants in financial markets with financial products, and
companies subject to the obligation to publish non-financial statements, in accordance with Article 19a of Directive 2013/34/EU
of the European Parliament and of the Council, or consolidated non-financial statements, in accordance with Article 29a of the
said Directive. These companies are required to disclose the amount and percentage of activities that are eligible, non-eligible,
59
and aligned with the first two climate targets as part of their overall turnover and capital and operational expenditure. Financial
entities or public authorities not covered by Regulation (EU) 2020/852 may also apply the regulation on a voluntary basis.
It should be noted that the EU Taxonomy Regulation includes two reporting requirement levels: eligibility for Taxonomy and
alignment with Taxonomy, which is a subset of the former.
Report of AVAX SA on the European Taxonomy
Within the framework of the EU Taxonomy Regulation and considering the supplementary delegated Regulations of the
European Commission, namely (EU) 2021/2139, (EU) 2021/2178, (EU) 2023/2485, and (EU) 2023/2486, AVAX SA (the
“Company”) submits a relevant report including the percentage of eligible and aligned economic activities according to the
European Taxonomy, in relation to the total turnover, capital expenditure (CapEX), and operating expenses (OpEX).
Process of Business Activities Analysis
The method applied for assessing the Company economic activities consists of five distinct stages:
Chart 8:Business Activity Analysis Process
60
Eligibility Assessment
The evaluation process of the eligibility of the Company's economic activities was conducted based on the provisions of the EU
Taxonomy Regulation 2020/852, the delegated Regulation 2021/2139 for establishing technical screening criteria for
determining the conditions under which certain economic activities are deemed to significantly contribute to climate change
mitigation or adaptation and for determining to what extent these economic activities do no significant harm to any other
environmental objectives (Delegated Act on Climate), the delegated Regulation 2022/1214 amending delegated Regulation (EU)
2021/2139 as regards economic activities in certain energy sectors, and the delegated Regulation (EU) 2021/2178 concerning
specific disclosures for such economic activities (Delegated Act on disclosures). Additionally, consideration was given to the two
new delegated acts issued in 2023 by the European Commission, namely, delegated Regulation 2023/2485, which expands the
number of eligible activities to the adaptation and mitigation objectives of climate change, and delegated Regulation 2023/2486,
which sets out the technical screening criteria for the economic activities of the remaining four environmental objectives.
It should be noted that for an economic activity to be considered eligible, it is sufficient to be described in the Delegated Act for
the environmental objective it substantially contributes to. On the other hand, for an economic activity to be classified as
aligned, it must meet the technical screening criteria defined for each activity, not harm any of the other environmental
objectives as specified in the Regulation, and comply with minimum social safeguard requirements.
Based on the above, the Company has assessed a total of 5 activities.
Eligible Activities of the Company
Table 4: Eligible
activities
Economic acvies defined in the EU
taxonomy
Descripon of the Company's
Acvity
Environmental / Climate Objecve
7.3
Installaon,
maintenance
and
repair of energy efficiency equipment
Individual renovaon measures
consisng of the installaon,
maintenance or repair of energy
efficiency equipment.
Climate Change Migaon (CCM) /
Climate Change Adaptaon (CCA)
5.2 Renewal of water collecon,
treatment and supply systems
The economic acvity
manufactures, installs or provides
related services for leakage control
technologies that enable the
reducon and prevenon of leaks
in water supply systems (WSS).
Climate Change Migaon (CCM) /
Climate Change Adaptaon (CCA)
4.29 Electricity generaon from fossil
Construcon or operaon of
Climate Change Migaon (CCM)
61
gaseous fuels
electricity generaon facilies that
produce electricity using fossil
gaseous fuels. This acvity does not
include electricity generaon from
the exclusive use of renewable
non-fossil gaseous and liquid fuels.
4.16 Installaon and operaon of
electric heat pumps
Installaon and operaon of
electric heat pumps.
Climate Change Adaptaon (CCA)
5.1 Construcon, extension and
operaon of water collecon,
treatment and supply systems
Construcon, extension and
operaon of water collecon,
treatment and supply systems
Climate Change Migaon (CCM) /
Climate Change Adaptaon (CCA)
Non-Eligible Activities
At this point, it is emphasized that there are Company activities that are not considered eligible because they do not follow
under the above-mentioned delegated acts issued by the European Commission.
Alignment Check - Significant Contribution Criteria
Subsequently, each of the eligible activities identified in the previous stage is thoroughly analyzed in relation to the
corresponding Significant Contribution Criteria (SCC) in one of the EU Taxonomy sectors.
Installation, Maintenance, and Repair of Energy Efficiency Equipment - Activity Number 7.3
The Company has undertaken the implementation of individual refurbishment measures consisting of the installation,
maintenance, or repair of energy efficiency equipment, which are classified into the two highest categories of energy efficiency
according to Regulation (EU) 2017/1369 and meet the minimum requirements set for individual elements and systems in the
applicable national measures implementing Directive 2010/31/EU, thereby contributing to the reduction of energy consumption
and consequently to climate change mitigation. The Company's activities involve the purchase/installation of modern LED
lighting systems (projectors, luminaires, street lighting, lenses), the purchase of a 4-20mA signal generator, and depreciations
related to TBM (conveyor belt system, water cooling system, acquisition of TBM No2).
Installation and Operation of Electric Heat Pumps - Activity Number 4.16
The Company has incurred expenses related to the installation and operation of modern electric heat pumps that comply with
the following criteria, according to the requirements of the Taxonomy to make a substantial contribution to climate change
mitigation:
•
Refrigerant Limit: The Global Warming Potential (GWP) does not exceed 675.
62
•
Energy Efficiency Requirements: The energy efficiency requirements as defined in the implementing regulations (206) of
Directive 2009/125/EC are met.
It is noted that electric heat pumps are non-natural adaptation solutions that significantly reduce natural hazards such as high
temperatures, thereby contributing to the goal of adapting to climate change.
Electricity generation from Fossil Gaseous Fuels - Activity Number 4.29
In 2023, the Company undertook the construction of the Mintia Combined Cycle Power Plant in Romania. The unit is being
constructed in the Deva region of Romania with a total capacity of 1,750MW, and work commenced in August 2023.
Water Management Systems (Construction, Expansion, Operation & Renewal) - Activity Number 5.1 & 5.1
The Company installs leak control technologies that allow for the reduction and prevention of leaks in water supply systems
(WSS). Additionally, the Company expenses include the renewal of water collection, treatment, and distribution infrastructure
for residential and industrial needs. These services improve the energy efficiency of existing water management systems by
reducing their energy footprint, while also reducing losses from water supply systems, thereby contributing to sustainable water
resource management. The Company investments towards this Taxonomy goal include the purchase of an Inverter for a water
pump, as well as the purchase of water tanks and depreciations for a concrete pump (CIFA) and a FLYGT BS.2640 181 pump.
Alignment Check - Criteria for Non-Significant Harm to Climate (DNSH)
The Company, recognizing its responsibilities for environmental conservation, acts in accordance with the Sustainable
Development framework. Specifically, for activities that meet the criteria of significant contribution and have been analyzed
above, the Company has adopted and implemented the provisions of Article 17 of the EU Taxonomy Regulation as well as the
corresponding delegated act for climate. The assessment and updating of the criteria of the Do No Significant Harm principle
(DNSH) reflect The Company commitment to continuous improvement of its environmental practices. Subsequently, a summary
analysis of eligible activities regarding DNSH criteria is presented.
Climate Change Adaptation
The Company focuses on the broader development of activities characterized by high resilience to climate change. In this
context, the assessment process of each activity provides detailed explanations and substantiates the conclusions, with the
quality and detail of the assessment adapting to the scale and importance of each activity. For identified climate threats,
adaptation measures are designed to be integrated into the design and operations of activities at all stages of their
development. This commitment and systematic approach are fully compatible with the criteria of Annex A of Regulation (EU)
2021/2139.
According to the guidelines for climate protection of infrastructure during the period 2021-2027, the initial step of climate
resilience checks aims to identify and assess potential risks related to climate change - current and future.
63
Proceeding to a general sensitivity analysis of the Company eligible expenses/activities for the Taxonomy, it emerges that the
climate risks concerning its activities are floods, extreme heat, drought, sea level rise, fires, and resource scarcity. However, none
of the above risks is characterized as high for the specific eligible expenses within the national territory.
Sustainable Use and Protection of Water Resources
The DNSH criteria for the installation and operation of heat pumps as well as water management systems meet the criteria of
Annex B of the technical control criteria of Regulation 2021/2139. According to this regulation, the risks of environmental
degradation associated with maintaining water quality and avoiding water depletion are identified and addressed, aiming to
achieve both good status and good ecological potential of water, as defined in article 2, points 22) and 23) of Regulation (EU)
2020/852, in accordance with Directive 2000/60/EC and the water use and protection management plan, which is prepared for
the water system or systems that may be affected, in consultation with the relevant stakeholders. Similarly, for investments
concerning the installation, maintenance, and repair of energy efficiency equipment, this category is irrelevant.
Transition to a Circular Economy
The Company has proceeded with the installation of heat pumps using high durability and recyclable equipment and
construction elements, which are easily disassembled and recycled. For the remaining eligible activities, the DNSH criteria for the
circular economy are irrelevant.
Prevention and Control of Pollution
The heat pumps installed by the Company meet the noise requirements for indoor and outdoor spaces as defined in Regulation
(EU) No 206/2012 of the Commission. For the remaining eligible activities, the DNSH criteria for pollution prevention and control
are irrelevant.
Protection and Restoration of Biodiversity and Ecosystems
The water collection, processing, and supply systems invested in by the Company meet the criteria of Appendix D of the
technical control criteria of Regulation 2021/2139, while the remaining activities/expenditures are irrelevant regarding the
technical criteria for the protection and restoration of biodiversity and ecosystems.
Alignment Check with Minimum Social Safeguards
According to the EU Taxonomy Regulation, an economic activity to be classified as environmentally sustainable must be carried
out in accordance with the minimum safeguards provided for in Article 18 of the said Regulation.
In more detail, a company should align its processes/activities based on the following internationally recognized texts:
•
OECD Guidelines for Multinational Enterprises.
64
•
UN Guiding Principles on Business and Human Rights.
•
International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work.
•
Universal Declaration of Human Rights.
Additionally, according to the Final Report on Minimum Safeguards of the Sustainable Finance Platform, published in October
2022, the minimum social safeguards that companies must comply with concern the following areas:
•
Human Rights (including labor rights)
•
Bribery/Corruption
•
Tax Matters
•
Fair Competition
It is noted that the assessment regarding the requirements of minimum social safeguards was carried out at the Company level
and not at the level of each individual economic activity.
It is emphasized that the Company incorporates into its corporate culture the 17 Sustainable Development Goals (SDGs) of the
United Nations, specifically concerning the protection of fundamental human rights and labor rights, environmental protection,
promotion of Safety and Health at Work, and combating corruption. In this context, the employees and partners of the Company
are required to behave in line with its corporate values and commitments, demonstrating ethical integrity and social
responsibility.
Following is an analysis of the individual themes and how the Company complies with the aforementioned areas.
Human Rights
The Company demonstrates its commitment to the respect of Human Rights as defined in internationally recognized texts of
both the United Nations and the European Union. In this context, it incorporates into its corporate values the 10 Principles of
the United Nations Global Compact (UNGC), within which are included the protection of human rights (Principles 1 and 2) and
the right to work, ensuring and promoting well-being for all ages, gender equality, reducing inequality within and between
countries (Principles 3, 4, 5, and 6). It is noted that the sources of the Ten Principles of the UNGC include the Universal
Declaration of Human Rights, the Declaration of the International Labor Organization on Fundamental Principles and Rights at
Work, the Rio Declaration on Environment and Development, and the United Nations Convention against Corruption.
The Company emphasizes the importance of protecting human rights internally and through the adoption of a policy to Combat
Violence and Harassment in the workplace, within which the scope of application of the policy is described in detail, covering all
employees and personnel of the Company, regardless of their contractual status, including employees on fixed-term contracts,
independent contractors, subcontracted services, individuals undergoing training, including interns and apprentices, volunteers,
individuals whose employment relationship has ended, and job applicants. This policy aims to create and establish a work
65
environment characterized by respect, promoting and ensuring human dignity and the right of every individual to a workplace
free of violence and harassment. In this way, the Company recognizes and respects the right of every worker to a workplace free
from violence and harassment and does not tolerate any such behavior from any person.
In addition to the approved
Code of Business Ethics and Conduct, which has been developed based on the OECD Guidelines for
Multinational Enterprises, there is an explicit reference to promoting equal employment opportunities through recruitment
practices based on substantive and formal criteria, ensuring that no employee or job applicant is subjected to discriminatory
treatment based on gender, nationality, race, sexual orientation, political beliefs, age, origin, physical ability, mental disability,
family status, or other characteristics protected by law.
Finally, the Company unequivocally opposes any form of child, forced, or compulsory labor and never hires children or personnel
for compulsory work.
Based on the above, it is evident that the Company respects human rights (individual, collective, and labor rights) and aims for a
workplace free from discrimination, violence, and harassment, characterized by respect for the dignity of all individuals. It is
noted that for the year 2023, as well as for previous years, no incidents of human rights violations within the Company were
recorded, nor were any incidents of forced and/or child labor observed.
Bribery/Corruption
The Company, being one of the most powerful construction groups in the country with a broad presence in the international
market, has developed a culture focusing on the transparency of operational processes, with benefits for overall efficiency.
Committed to good governance, the company's management implements a certified Anti-Bribery Management System
according to the requirements of the International Standard ISO 37001:2016.
In this regard, the company aims to continue and expand its activities in construction projects, while simultaneously seeking
effective measures against bribery. To achieve this goal, the following axes are outlined within the Anti-Bribery Policy, approved
by the Board of Directors:
•
Corporate orientation categorically prohibiting bribery as a phenomenon.
•
Full and immediate compliance with relevant legislative and regulatory requirements against bribery.
•
Establishment of a Code of Ethics and objectives within the anti-bribery framework.
•
Encouragement of reporting concerns without fear of reprisals, based on good faith or reasonable suspicion
regarding corruption phenomena.
•
Ensuring principle and independence in the company's operation against bribery.
•
Existence of predetermined consequences for non-compliance with the Anti-Bribery Policy and the Company Code
of Ethics.
•
The policy must be applicable to all company personnel, and all stakeholders involved must be committed to it.
•
Evaluation and ranking process of bribery risks that may arise during the company's activities.
•
Implementation of anti-bribery programs and regular monitoring through an independent compliance authority.
66
•
Promotion of continuous improvement of suppliers and partners regarding bribery issues and regular training of
staff to foster a culture of awareness against this phenomenon.
Through these commitments, the Company achieves full compliance with the Anti-Bribery System according to the requirements
of the International Standard EN ISO 37001:2016, while also demonstrating zero tolerance for bribery phenomena.
Additionally, the Company has adopted and implemented a Code of Business Ethics and Conduct, which specifically prohibits
any form of bribery or corruption and commits its business activities to be conducted in an ethical and legal manner. Its
intention is for all its departments and employees, as well as individuals and entities working for or on behalf of it, to take
appropriate measures to detect and/or prevent such behavior or attempts.
The Company goal is to always remain in full alignment with current domestic and European legislation and to promote the
values of transparency and responsible entrepreneurship through its activities.
For the year 2023, as well as for the previous year 2022, no incidents of corruption/bribery were reported within the Company.
Tax Matters
Regarding tax matters, the Company acknowledges their significant nature and considers tax transparency a matter of utmost
importance. For this purpose, it ensures compliance with tax and accounting laws, as well as with the requirements of current
legislation. To support this, the Company and its subsidiaries has obtained Tax Compliance Certificates with an "Unqualified
Opinion" following tax audits for the years 2015 to 2021, by a Certified Public Accountant. It should be noted that for the years
2016 and thereafter, tax audits and the issuance of Tax Compliance Certificates by Authorized Auditors are optional. However,
both the Group and the Company have chosen to continue the tax audits by Certified Public Accountants, thus demonstrating
their commitment to tax transparency in general. Finally, the Financial Management Department is responsible for ensuring the
Company compliance with tax and other financial obligations to the competent authorities and government agencies.
Fair Competition
At the Company, ensuring a framework of healthy and fair competition constitutes an indisputable commitment explicitly
defined in the approved Code of Business Ethics and Conduct. In this regard, the Company obliges its employees and associates
to adhere to the rules of fair competition and not to deviate from them when acting on its behalf. Additionally, the Code
includes examples of behaviors that constitute violations of competition law. Moreover, the management of the Company has
issued a corporate " Competition Compliance Handbook", which is available on the Company website www.avax.gr. This
handbook includes an overview of the rules of European and Greek Competition Law and provides guidelines for managing
issues governed by these rules. The management of the Company is committed to complying with the provisions of competition
law, while all personnel are required to be aware that any violation of the procedures or guidelines outlined in this Handbook
will be treated very seriously. Lastly, the Company expects its private or public external collaborators, subcontractors, suppliers,
and contractors across its entire range of activities and operations to act in their relationships based on the principles of justice,
transparency, trust, honesty, and integrity. In fact, it is an absolute principle of its policy that any transactional relationship with
collaborators, suppliers, consultants, subcontractors, and contractors who are found to engage in illegal or anti-competitive
67
practices will be terminated. For this reason, it has a process of continuous and careful supervision of its relationships with the
above-mentioned collaborators through its Legal Department.
Calculation of Financial Metrics (KPIs)
In this report, the percentages of the annual turnover from sales of products and services, capital (CapEx), and operational
(OpEx) expenses corresponding to the economic activities of the Company that have been assessed as ineligible, eligible, or
aligned for EU Taxonomy purposes are presented. This assessment is made based on the description of these activities and
taking into account the corresponding NACE activity codes, as well as the relevant technical screening criteria as set out in
Regulations 2021/2139/EU and 2022/1214/EU.
According to the implementing regulation on the disclosure of activities, companies are required to disclose what percentage of
their actions meets the Taxonomy criteria or is aligned with them, compared to the overall scope of their actions. In this context,
companies must disclose three basic measurable performance indicators: Turnover, Operating Expenses, and Capital Expenses.
These three indicators, known as Key Performance Indicators (KPIs), are the main elements reflecting how companies' activities
align with the environmental and Sustainable Development goals set by the EU Taxonomy.
Turnover KPI (%)
The percentage of turnover is calculated as the portion of net turnover derived from products or services, including intangible
assets, related to activities aligned with the Taxonomy through the net amount of turnover.
The numerator and denominator are calculated based on the International Financial Reporting Standards (IFRS) 1 "Presentation
of Financial Statements." Specifically, the total turnover of the Company is presented in the Income Statement for the year
2023.
Turnover KPI =
Net Turnover from services aligned with taxonomy
Net Turnover
Capital Expenditure Performance Indicator (%):
The percentage of capital expenditure is calculated as the numerator divided by the denominator, as defined below:
The numerator covers additions to tangible and intangible assets during the fiscal year under review prior to depreciation and
any revaluations, including those arising from adjustments and write-offs, for the relevant fiscal year and excluding changes in
fair value, which are considered aligned based on the Taxonomy regulation and the relevant technical control criteria.
The denominator covers additions to tangible and intangible assets during the fiscal year under review prior to depreciation and
any revaluations, including those arising from adjustments and write-offs, for the relevant fiscal year and excluding changes in
fair value. The denominator also covers additions to tangible and intangible assets resulting from business combinations.
68
Capital Expenditure Ratio=
Eligible Capital Expenditures
Total Capital Expenditure
Capital expenditure is calculated in accordance with applicable International Financial Reporting Standards (IFRS), namely: IAS 16
"Property, Plant and Equipment," IAS 38 "Intangible Assets," IAS 40 "Investment Property," and IFRS 16 "Leases."
The total capital expenditure of the Company is derived from the Cash Flow Statement for the year 2023.
Calculation of Operating Expenses Ratio (%):
The percentage of operating expenses is calculated by dividing the numerator by the denominator as defined below:
The numerator covers direct non-capitalized expenses related to research and development, building renovation measures,
short-term leases, maintenance and repair, as well as any other direct expenses related to the daily maintenance of fixed assets
by the enterprise or third party to which activities are assigned necessary for ensuring the continuous and efficient operation of
these assets. The numerator includes activities deemed aligned with Taxonomy regulation and relevant technical control criteria.
The denominator covers direct non-capitalized expenses related to research and development, building renovation measures,
short-term leases, maintenance and repair, as well as any other direct expenses related to the daily maintenance of fixed assets
by the enterprise or third party to which activities are assigned necessary for ensuring the continuous and efficient operation of
these assets.
Operating Expenses Ratio
=
Eligible operating expenses
Total operating expenses.
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union (EU).
The accounting principles related to the preparation of this report are presented in Section C of the Annual Financial Report for
the Financial Year from January 1 to December 31, 2023.
Total Results
Total Compliance Assessment Results with EU Taxonomy
Following the completion of the eligibility and alignment assessment with Regulation (EU) 2020/852 for the EU Taxonomy for all
activities of the Company, a brief description of the results of the above assessments follows.
Overall Results of Key Performance Indicators (KPIs)
69
In this section, the percentages of turnover, capital expenditure, and operational expenses for the eligible-aligned activities of
the Company for the financial year 2023 are presented according to the EU Taxonomy. The overall results are summarized
below.
Turnover
According to the KPI for turnover, 3.77% of the activities are eligible-aligned for 2023. Regarding the percentage of eligible-
aligned activities of the Company, a significant increase is observed compared to 2022.
Chart 9: Eligible activities as a percentage of turnover
Capital Expenditure
According to the KPI for capital expenditure, 9.11% of the activities are eligible-aligned for the financial year 2023. The
percentage of eligible-aligned activities has increased compared to the year 2022.
3,77%
0,00%
0,50%
1,00%
1,50%
2,00%
2,50%
3,00%
3,50%
4,00%
Eligible - aligned activities
Percentage of turnover
2022
2023
70
Chart 10: Percentage of eligible activities as a percentage of capital expenditure
Operating Expenses
Regarding the KPI for operating expenses, 0.25% of the activities are eligible-aligned for the year 2023.
Chart 11: Percentage of eligible activities in relation to Operating Expenditure
0,00%
0,25%
0,00%
0,05%
0,10%
0,15%
0,20%
0,25%
0,30%
Eligible - aligned activities
Percentage of operating expenditure
2022
2023
0%
9,11%
0,00%
1,00%
2,00%
3,00%
4,00%
5,00%
6,00%
7,00%
8,00%
9,00%
10,00%
Eligible - aligned activities
Percentage of capital expenditure
2022
2023
71
For the fiscal year 2023, the Company revenue aligned with the Climate Change Mitigation (CCM) goal amounts to 3.77% of the
total revenue. There were no revenue amounts aligning with other goals such as WTR, CE, PPC, and BIO for the year 2023.
The detailed information related to the disclosures of the three Key Performance Indicators (KPIs) is presented below.
Chart 12: AVAX turnover 2023
Chart 13: AVAX Capital Expenditure 2023
2,39
23,89
Capital Expenditure 2023 (€ m)
Eligible - aligned activities
Non-eligible
14,24
370,66
Turnover 2023 (€ m)
Eligible - aligned activities
Non-eligible
72
Chart 14: AVAX Operating Expenditure 2023
0,018
7,35
Operating Expenses 2023 (€ m)
Eligible - aligned activities
Non-eligible
Table 5:Percentage of turnover from products or services linked to economic activities aligned with the taxonomy
74
Table 6: Percentage of capital expenditure on products or services linked to taxonomy-aligned economic activities
75
Table 7: Percentage of operating expenditure from products or services linked to economic activities aligned with the taxonomy
K. Corporate Governance Report
CONTENTS
Introduction
1. Code of Corporate Governance
1.1 Disclosure of compliance of the Company with corporate governance practices described in its Code of Corporate
Governance
1.2 Derogations from the Code of Corporate Governance and justification for those derogations. Special clauses of the Code not
applied by the Company and justification for not applying them
1.3 Corporate governance practices applied by the Company in excess of legal requirements
1.4 Application of Law 4548/2018 regarding Remuneration Policy and Remuneration Report
1.5 Board Directors’ Suitability Policy
1.6 Report of Independent Board Directors to Shareholders at the Annual General Meeting
1.7 Internal Operating Charter
2. Board of Directors
2.1 Membership and functioning of the Board of Directors
2.2 Information on the members of the Board of Directors
2.3 Information on Company executives
2.4 Strategic Planning & Risk Management Committee (Executive Committee)
2.5 Audit Committee
2.6 Remuneration & Nomination Committee
2.7 Project
Bidding Committee
2.8 ESG / Sustainability Committee
2.9 Risk Management Department
2.10 Compliance & Corporate Governance Department
2.11 Participation to Board and Executive Committee meetings
2.12 Ownership of Company shares by Board Directors and Company Executives
2.13 Declaration of annual examination of independence prerequisites for independent Board Directors
2.14 Reports of the Audit Committee and the Remuneration & Nomination Committee
2.15 Remuneration Report
2.16 Suitability Policy
3. General Meetings of Shareholders
3.1 Functioning of the General Meeting and its basic authorities
3.2 Shareholder rights and means of exercising them
4. Main characteristics of the Company’s internal auditing and risk management systems in relation to the preparation of
financial accounts
5. Other administrative or supervisory bodies or committees of the Company
6. Additional Information
77
Introduction
The term “Corporate Governance” describes the means by which companies are managed and controlled. It refers to a set of
relations between the Company management, its Board of Directors, its shareholders and other interested parties. Corporate
governance is the structure used to approach and set corporate targets, identify the main risks concerning its operations, define
the means to achieving corporate targets, set up the risk management system and enable the monitoring of the management’s
performance and effectiveness in dealing with all the afore-mentioned issues.
Effective corporate governance plays a meaningful and primary role in promoting competition among businesses and
strengthening the internal structure of their operations. The increased transparency resulting from effective corporate
governance helps improve overall economic activity in a corporation, to the benefit of its shareholders and other stakeholders.
This Corporate Governance Report is a special section of the Annual Report of the Board of Directors, in accordance with article
152 of Law 4548/2018 and paragraph 3 of article 18 of Law 4706/2020.
The Company has adjusted its Corporate Charter to comply with Greece’s key Corporate Law 4548/2018.
1.
Code of Corporate Governance
The Company complies with the principles of corporate governance, as outlined in pertinent legislation (article 37 of Law
3693/2008, article 152 of Law 4548/2018 and its amendments, and Law 4706/2020).
1.1
Disclosure of compliance of the Company with corporate governance practices described in its Code of Corporate
Governance
This Statement concerns the entire set of principles and practices observed by the Company in accordance with Law 3873/2010
and article 152 of Law 4548/2018.
The Company voluntarily endorses the corporate governance practices outlined in its Code of Corporate Governance, accessible
at its website www.avax.gr. The Company has adopted the revised Code of Corporate Governance published in 2021 by Greece’s
Federation of Enterprises in association with the Greek Corporate Governance Council.
The legal framework of AVAX’s Code of Corporate Governance mostly includes the following:
i.
Law 3693/2008 which enforced the setup of audit committees and corporate disclosure of sensitive information
regarding the ownership status and governance of companies
ii.
Law 3873/2010 which put in effect the European Directive #2006/46/EC, acting as a reminder for the need to adopt a
Code of Corporate Governance and becoming the main pillar of that Code
iii.
Law 3884/2010 and Law 4548/2018 on shareholder rights and additional obligations regarding corporate disclosure to
shareholders in the run-up to General Meetings of shareholders
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iv.
Law 4548/2018 which updated the obligations of listed companies and the functioning of various administrative
committees, along with the disclosure of the Remuneration Report
v.
Law 4706/2020, focusing on the qualitative aspect of Board members in listed companies, and introducing a series of
statutory documents and administrative committees
Through its Code of Corporate Governance, the Company meets all relevant legal obligations and develops a corporate culture
which rests upon the principles of business ethics as well as the protection of the interests of shareholders and all interested
parties.
1.2
Derogations from the Code of Corporate Governance and justification for those derogations. Special clauses of the Code
not applied by the Company and justification for not applying them
In accordance with article 152 of Law 4548/2018 currently in effect, a very important aspect of the Code of Corporate
Governance is the adoption of the standard for justification of non-compliance of the Company with specific areas of its Code of
Corporate Governance. Pertinent legislation and the Company-adopted Code follow the approach of “comply or explain” and
require either the compliance with the Code of Corporate Governance in its entirety or the detailed analysis of areas of the Code
where the Company derogates from, along with the justification for this derogation.
In relation to the practices and principles of the Company’s Code of Corporate Governance, the following are the existing
derogations and their respective justifications:
i.
Ensuring diversity criteria among senior management, with appropriate targeting and timing
Senior executives are meant to help the Company fulfil its purposes and service of its needs. Given that the Company is
predominantly active in the construction industry, the selection of appropriate executives with qualifications and
experience in undertaking, managing and executing technical projects, is based on knowledge, specialisation, skills and
perception and not dependent on their gender as required by diversity criteria. Therefore, there can be no targeting and
timeline for achieving the above criteria. Nevertheless, during the selection of such executives, the company observes the
best possible balance of diversity criteria, as required by law and formal and substantive qualifications.
ii.
Ensuring sufficient time availability for the members of the Board of Directors to perform their duties, placing a restriction on
the participation in the administrative bodies of other unrelated companies
The election of the Company’s Board members is based on their knowledge and experience, as well as their familiarity with
the Company’s line of business. The exercise of their duties as well as the provision of their services in managing the
company is a primary priority and takes place unhindered and unaffected by any participation in the management bodies
of unrelated companies.
1.3
Corporate governance practices applied by the Company in excess of legal requirements
The corporate governance practices applied by the Company are in line with pertinent legislation and outlined in its Code of
Corporate Governance. The Company has segregated the duties of its Board Chairman from those of the Managing Director and
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applies an integrated system of internal auditing in accordance with international standards and the regulatory framework in
effect.
It has also introduced a Code of Conduct and an Internal Operating Charter to apply the standards of modern corporate
governance and effective Internal Auditing. The Audit Committee and the Remuneration & Nomination Committee have
prepared their own Operating Policy.
The composition of the Board of Directors meets the requirement for a minimum 25% representation of each gender in the total
number of Board members, as per article 3 of Law 4706/2020.
In line with Law 3016/2002 and 4706/2020, at least two non-executive Board members need also be “independent”. The
Company’s Board of Directors comprises 10 members, including five non-executive members, four of which are also
Independent.
Company Board members are elected for a three-year term.
1.4
Application of Law 4548/2018 regarding Remuneration Policy and Remuneration Report
In compliance with Law 4548/2018, the Company has adopted an official Remuneration Policy for the members of its Board of
Directors. The initial version of that Remuneration Policy was approved by shareholders at the Annual General Meeting held on
01.09.2020, and the Annual General Meeting in June 2023 approved its updated version.
The Company prepares an annual Remuneration Report which is introduced for discussion as an agenda item at the annual
general meeting. The Remuneration Report contains an overview of all types of remuneration of board members in accordance
with pertinent legislation and the approved remuneration policy.
1.5
Board Directors’ Suitability Policy
The Company issued a Suitability Policy for its executive members, in accordance with the provisions of article 3 of Law
4706/2020 and Circular 60/18.09.2020 of Greece’s Capital Market Commission, which was approved by the shareholders at the
Annual General Meeting of 24.06.2021. The Policy provides the guidelines on the set of principles and criteria that apply as a
minimum in the selection, replacement and renewal of the term of office of the members of the Board, in the context of the
assessment of individual and collective suitability. The Suitability Policy aims to ensure the quality staffing, efficient operation
and fulfilment of the role of the Board of Directors based on the overall strategy and the medium-term business aspirations of
the Company in order to promote the corporate interests.
1.6
Report of Independent Board Directors to Shareholders at the Annual General Meeting
The independent non-executive members of the Board of Directors of the Company submit a Report to the Annual General
Meeting of Shareholders, starting from the year 2021 according to the requirement of Law 4706/2020 (article 9 paragraph 5).
80
This report expresses an opinion on the quality characteristics of the management exercised by the executive members of the
Board of Directors, in terms of implementing good corporate governance practice and safeguarding the interests of
shareholders, as well as other internal and external stakeholders. Also, there is an opinion on the completeness and correctness
of the content of the Management Report of the Board of Directors and the Corporate Governance Statement which are
included in the Annual Financial Report.
1.7
Internal Operating Charter
The Company has approved an Internal Operating Charter to ensure its efficient and correct operation, in line with article 37 of
Law 3693/2008, article 152 of Law 4548/2018, and mainly of Law 4706/2020 for corporate governance, coupled with the
decisions of the Hellenic Capital Market Commission on companies listed on the Athens Stock Exchange and the principles set by
the Company's Board of Directors. The Internal Operating Charter includes the description of the Company's management
committees, their membership and responsibilities, as well as the description of the organisational structure of the
administrative services reporting to Company management and their responsibilities. It also includes the procedures for hiring
and evaluating the performance of the Company's executives, as well as the basic principles of operation of the internal auditing
unit and the code of transactions on Company securities. The Internal Operating Charter is posted on the Company's website
2. Board of Directors
2.1 Membership and functioning of the Board of Directors
The Company’s Board of Directors was elected for a 3-year term on 24.06.2021, ie until 24.06.2024, comprising the following
members as of 31.12.2023:
1
Christos Joannou
Chairman, Executive Member
2
Konstantinos Kouvaras
Deputy Chairman & Executive Member
3
Aikaterini Pistioli
Vice Chairman, Non-Executive Member
4
Konstantinos Mitzalis
Managing Director
5
Konstantinos Lysaridis
Executive Member
6
Antonis Mitzalis
Executive Member
7
Christos Siatis
Independent, Non-Executive Member
8
Alexios Sotirakopoulos
Independent, Non-Executive Member
9
Michael Hatzipavlou
Independent, Non-Executive Member
10
Theodora Monohartzi
Independent, Non-Executive Member
The Board of Directors included 10 members as of 31.12.2023, of which five were Executive, one was Non-Executive and four
were Independent, Non-Executive.
•
Members 1 (Chairman), 2 (Deputy Chairman, 4 (Managing Director), 5 (Member) and 6 (Member) are Executive
81
•
Member 3 (Vice Chairman) is Non-Executive
•
Members 7 to 10 are Independent & Non-Executive
•
Members 1, 2, 4 and 5 participate in the Corporate Planning and Risk Management Committee
•
Members 3, 7 and 8 participate in the Audit Committee
•
Members 3, 9 and 10 participate in the Remuneration & Nomination Committee
•
Member 6 participate in the ESG Committee
The authority of executive Board members is specified and described in relevant official minutes of a Board meeting.
Non-executive and independent Board members are assigned the task of supervising corporate activities. Those Board members
are seasoned professionals from the business and academic community with both local and international work experience,
selected on the basis of their education and social status. To that extent, those Board members are perfectly suited to have an
unbiased and all-round understanding of business affairs and express objective views on them.
Acting collectively, the Board of Directors manages and handles all corporate affairs. It decides on all issues concerning the
Company and acts accordingly, except for those issues and actions where jurisdiction rests with the General Assembly of
Shareholders, in line with legislation or the Company Charter.
Collective action by the Board of Directors is required in the following cases:
•
Actions required by Law to be taken collectively by the Board of Directors
•
The sale or offer of Company shares, the acquisition of other businesses or proposals for merger with other businesses
•
The sale or acquisition by the Company of assets (either current or fixed) worth at least €1,000,000
•
Signing contracts or entering obligations worth at least €3,000,000
•
The provision of loans, credit or other financial facility, guarantee, compensation or other insurance to third parties,
either legal entities or individuals, outside the ordinary course of the Company business worth at least €3,000,000, as
well as the provision of trading credit valued at a minimum of €3,000,000 to clients outside the normal Company policy.
•
Signing loans worth at least €3,000,000
•
The acceptance of encumbrances on Company assets valued at a minimum of €3,000,000
•
Changes in accounting policies already adopted by the Company
•
Signing contracts or significantly amending signed contracts, or signing contracts with non-commercial terms worth at
least €3,000,000
The Board of Directors issues an annual report outlining the Company’s transactions with related parties. This report is
submitted to the supervising authorities.
82
The Board of Directors reserves the right to take special decisions on delegating all or part of its authority and powers stated in
the Company Charter and the Corporate Law, to grant specific members of the Board of Directors or other Company employees
or third persons, acting either on their own or jointly, specific rights of representation of the Company.
All practices governing the role and jurisdiction of the Board of Directors are included in the Company Code of Corporate
Governance.
The Board of Directors of the Company reviews at least once per financial year the fulfilment of the conditions of independence
of its independent non-executive members, as per paragraph 1 of article 9 of Law 4706/2020. In particular, members of the
Board of Directors are considered independent if at the time of their appointment and during the term of their office do not
directly or indirectly hold a percentage of voting rights greater than 0.5% of the Company's share capital and do not have any
financial, business, family or other type of relations which may influence their decisions, independent and objective judgment. If
during the control of the fulfilment of the conditions of Law 4706/2020, or at any time it is ascertained that the conditions have
ceased to exist for an independent non-executive member, the Board of Directors takes the appropriate actions to replace that
member. These conditions were met for the 4 independent, non-executive members of the Board of Directors of the Company
since their appointment as independent, non-executive members after their election in June 2021, and continue to be met until
the date of publication of this Report.
2.2 Information on the members of the Board of Directors
Christos Joannou
: Born in 1972 in Nicosia, Cyprus. Graduated from Athens College in 1990, received his BA degree in
Mathematics from Cornell University in 1994 and his ΜΒΑ from the ΜΙΤ Sloan School of Management in 1998. He is also
Chairman of Donkey Hotels and a member of the Chancellor’s Court of Benefactors at Oxford University and the MIT Sloan
Executive Board
Konstantinos Kouvaras
: Born in Arta, Greece, he is a civil engineer with long experience in large projects since 1968.
Aikaterini Pistioli
: Born in 1971 in Athens, Greece. Graduated from Athens College In 1990, received her degree in Electrical
Engineering (Dipl.Ing.) from the Technical University of Munich (TUM) in 1996. From 1996 to 1998 she worked as an engineer at
PHILIPP HOLZMAN AG in Berlin. Since 1998, returning to Greece, she has worked on a variety of PYRAMIS SA projects,
participating in the Board of Directors as Chairman and CEO from December 2016 until today. She also participates in the Boards
of Directors of AVAX SA and GREEN TOP Energy SA.
Konstantinos Mitzalis
: He is a civil engineer with long experience in large projects. Former major shareholder of subsidiary
ETETH SA, in which he is Board Chairman and Managing Director since 1978. Born in Salonica, Greece.
Konstantinos Lysaridis
: He is a a civil engineer (graduated in 1968) with long experience in large projects. Former senior
executive of subsidiary ETETH SA since 1970, in which he is Vice-Chairman. Born in Salonica, Greece.
83
Antonis Mitzalis
: Born in Salonica, Greece in 1984. He is a civil engineer. Works for the AVAX group since September 2009.
Member of the Board of Directors of subsidiary ETETH SA since August 2014. Holder of a BEng in Civil Engineering from the
University of East London and an MSc in Structural Engineering from the University of Surrey.
Christos Siatis
: He has substantial experience as a senior executive at international auditing firms, with expertise in auditing and
operational and financial corporate restructuring.
Alexios Sotirakopoulos
: He is a Lawyer, member of the Athens Bar Association, a graduate of the Law School of the University
of Athens, specializing in Commercial Law and in particular Corporate Law.
Michael Hatzipavlou
: He is a graduate economist at the London School of Economics, Certified Auditor of England & Wales
(FCA), has a CFA distinction from the same Institute and is a member of the Board of Certified Auditors-Accountants of Greece
(SOEL). Founding member and former Chairman / CEO of Deloitte Greece, he started his career in Greece with the Auditing
Department and then proceeded to the creation and development of the Management Consulting Department and the Financial
Advisory Department of the company. He was a certified auditor in various companies & banks, responsible for consulting
projects on corporate governance, business organization & restructuring, in more than 150 valuations of banks & companies, as
well as in numerous acquisitions & mergers. Since 2016 he is CEO of Fukuro Capital Advisors Ltd, advising mainly foreign
investors, while he was Chairman of the Board at Athens-listed Trastor REIT and Alpha TV Cyprus.
Theodora Monohartzi
: She is a lawyer, Greek citizen, studied at the Law School of the University of Athens, graduating in 1988.
During 1988-1990 she completed postgraduate studies and received a Master's degree from the University of Hannover,
Germany, specialising in European Corporate and Labour Law, while her master's thesis was on Labour Law and, in particular, a
comparative study of strike law within Europe. Since 1990 she is an Athens lawyer, a member of the Athens Bar Association,
specializing in Civil, Corporate, Labour, Banking Law as well as Energy Law, also resolving disputes related to complex legal issues
on corporate matters. She is a partner in "Sarantitis Law Firm" since 2004, whereas she was an associate in "Sarantitis &
Associates" between 1991 and 2004. She has headed the Dispute Resolution Department of the law firm for a number of years,
and has handled important cases of individuals and large groups as a lawyer before the Supreme Court since 1999. She is the
head of the Energy Law Department at the law firm, acting as a legal advisor to companies and joint ventures developing
projects related to renewable energy sources.
The afore-mentioned CVs demonstrate that the composition of the Board of Directors of the Company reflects the knowledge,
skills and experience required to exercise its responsibilities, in accordance with the approved Fitness Policy and the business
model and strategy of the Company.
2.3 Information on Company executives
Panagiotis Anagnostou
, Technologies and Systems Director
84
Born in Chicago, USA in 1977. Holds an HND in Computer Systems from Highbury College, a BSc in Computer Science Engineering
from the University of Sunderland and an MBA in Information Systems Management from the Institut Universitaire Kurt Bosch.
Working for the AVAX group since 1996. He is Director of Technologies and Systems since 2020.
Athena Eliades
, Group Financial Management Director
She is a graduate of the Department of Chemistry of the National University of Athens, an MBA in Business Administration and
holds the professional titles of Charter Certified Accountant (FCCA), Certified Internal Auditor (CIA) and Certified Data Protection
Officer (TLIV AUSTRIA), Certified IFRS (ACCA-SOEL), Certified IFRS (ICAEW). She is a licensed Certified Public Accountant (SOEL), has
a certificate of Practice of Accounting and Auditing Profession of Cyprus (SELK), and is a member of the Hellenic Institute of
Internal Auditors (NHRF). Participated as a speaker in seminars and conferences in Greece & Cyprus. In 1984, she began her career
in Cyprus as Quality Control Manager and then as Production Manager in a large dairy industry. In 1992 she continued in Greece as
an auditor and consultant in Audit firms, and as CFO in credit institutions until 1998, when she joined the AVAX Group as CFO. She
is a Board member in Group companies in Greece and abroad. She was a project manager in the implementation of an integrated
ERP application in the construction industry, has dealt in detail with corporate governance, procedures, control systems and
Internal Audit services for the interior, but also abroad, Europe and the Middle East. Also, in 2008 - 2009 she was an advisor to the
Ministry of Finance on issues of organizing an Internal Audit service in public entities.
Demosthenes Katsigiannis
, Head of the Office of the Managing Director
He is a Civil Engineer, NTUA graduate and holds an MBA from Strathclyde Business School. Since 1994 he has been employed in
the construction sector, with the construction and supervision of technical projects, while he was General Secretary of
Environment (2004-2006) and General Secretary of Public Works (2006-2009). He has been working for the AVAX group since
2009, and is heading the Office of the Company's CEO since 2020.
Roi Konstantarou
, Head of Quality - Health and Safety - Environment and Sustainable Development
She holds a B.Sc. Civil Engineer degree and for the last 20 years works for the AVAX SA group as Director of Quality Management-
Safety and Health-Environment and Corporate Social Responsibility. The department takes care of the preparation and the support
of the implementation of procedures for projects, from bid preparation, to construction and up to final delivery to clients. The
procedures concern methodologies of Quality Control (Quality Plans), implementation and monitoring of Safety and Health
Measures (Safety Plans / Risk Assessments), monitoring and support of Environmental Plans (Environmental Plans / Risk
Assessments), as well as relevant licenses. She also deals with the organization and implementation of the CSR programs of AVAX
SA, adopting best practices related to people, society, the market and the environment. The department is also involved with
issues of Sustainable Development within the framework of the ESG operated by the group as well as the support of the
implementation of LEED, BREEAM, Estidama etc systems during project construction. This activity concerns the entire range of
operations of the AVAX group, in domestic and international operations.
Katerina Mantzorou
, Human Resources & Administration Director
85
Born in Athens, she holds a degree in Business Administration (BSc) in Marketing Management from the University of Piraeus
and an MBA in Human Resources from the University of Leicester. Having started her professional career in 1999, she has been
an executive in large Greek and multinational companies such as Toyota Hellas SA, First Data Hellas SA, Unify Enterprise
Communications SA-ATOS and Retail World SA, gaining extensive experience and expertise as a Head of HR at a global or local
level. From July 2023, she is Director of Human Resources of the AVAX Group, her main concern being the proper and modern
operation of the HR Department.
George Papageorgiou
, Head of Concessions / PPPs
He is a Certified Civil Engineer, graduate of the Athens Polytechnic School, a member of Greece’s Technical Chamber since 1982
and has many years of experience in the management of large projects, in real estate development and management, in human
resources management and financial administration. He has been an executive of "AEGEK" and "AVAX", where he was also a
member of the Board of Directors for 15 years (1986-2001), CEO of the "Astir Palace Vouliagmenis" hotel complex (2001-2003),
CEO of "PROET ” subsidiary of “J&P AVAX” (2003-2004) and Vice Chairman of the Board of Directors of "J&P Development". From
October 2004 to March 2010, he served in "Lamda Development" as General Manager of Real Estate Development (2004-2006), as
General Manager (2006-2009) and as Executive Chairman of the Board (2009-2010). At the same time, he was Vice-Chairman of
the Board of Directors and Member of the Investment Committee of Eurobank Properties. From July 2010 until today he is the CEO
of "Task AVAX", a subsidiary of the AVAX Group providing integrated Facility Management services, and Head of the Group's
Concession Contracts/PPP Sector since November 2020.
Cleopatra Papastamatiou
, Head of Legal Service Lawyer
Graduate of the Law School of the National University of Athens. Registered with the Athens Bar Association since 1988. She has
worked as a freelance lawyer and a legal advisor to construction companies since 1989. Has remarkable experience in company
law, commercial law, public works and procurement law. Languages: English.
Nikolaos Rigopoulos
, Infrastructure and Building Projects Director
He has a degree in Civil Engineering and is a member of Greece’s Technical Chamber since 1980. Working at AVAX since 1988. He is
mostly involved in public works, metro projects, as well as projects towards the Egnatia Motorway and the Greek railways, initially
as a site director and later on as a project manager. He heads the department for infrastructure and building projects since 2020.
George Rousopoulos
, Energy & Industrial Projects Director
He is a Mechanical Engineer, a graduate of the Aristotle University of Thessaloniki, holder of MSc degrees in Energy Systems and
Thermal Processes from Cranfield University and an MBA from the Athens University of Economics and Business. He is active in
construction and supervision of energy and industrial projects since 2005. He has been working for the AVAX group since 2007,
initially as a Project Engineer, then as a Project Manager and in 2023 he was appointed Director of the Energy and Industrial
Projects Department.
George Tasakos
, Network Projects Director
86
He has a degree in Civil Engineering and is a member of Greece’s Technical Chamber. Working at AVAX since 1995 as a Project
Engineer. He was appointed Technical Director in 1997, Director of Natural Gas Projects in 2000 and is Director of Network
Projects since 2020, participating in the construction of respective projects. He heads the department for energy and hydraulic
projects since 2002. Between 2016 and 2020 he participated in the Board of Directors of BONATTI J&P AVAX Srl, which carried out
the construction of sections 2 & 3 of the TAP gas pipeline.
2.4 Strategic Planning & Risk Management Committee (Executive Committee)
The Corporate Planning and Risk Management Committee comprises the following four (4) executive members of the Board of
Directors of the Company.
1
Konstantinos Kouvaras
Chairman
2
Konstantinos Mitzalis
Member
3
Konstantinos Lysaridis
Member
4
Christos Joannou
Member
The Board of Directors is authorised to decide on changes in total membership and replacement of members of the Corporate
Planning and Risk Management Committee. Decisions by the Corporate Planning and Risk Management Committee are taken by
absolute majority among its members.
The term of the Corporate Planning and Risk Management Committee coincides with the term of the Board of Directors.
Therefore, the term of the afore-mentioned members of the Corporate Planning and Risk Management Committee is three-year
and ends on 24.06.2024.
Responsibilities of the Corporate Planning and Risk Management Committee:
•
Overall Company strategy and business plans
•
Expansion into new business areas or countries where the Company has no presence
•
Acquisitions and mergers
•
Deciding the dividend policy
•
Preparation and updating of the Company organisation chart and submission to the Board of Directors for approval
•
Changes at senior director level (ie directors directly answerable to the Managing Director) following a proposal by the
Managing Director
•
Periodic assessment of Company operations and achievement of targets set through investment and business plans,
and implementation of any necessary corrective decisions and actions
•
Decision-making on all issues transferred to the Committee by the Board of Directors or the Managing Director or
executive Board members
•
Any authority transferred specifically through decisions of the Board of Directors
87
•
Submission of proposals for setting the Company’s objective targets and business risks towards action plans and
performance checks
•
Preparation and updating of the Company’s Code of Conduct and its submission for approval by the Board of Directors
•
Any changes in the regulation of operations of the Corporate Planning and Risk Management Committee are prepared
and approved by decision of the Board of Directors
2.5 Audit Committee
The Audit Committee comprised the following members, as of 31.12.2023:
1
Christos Siatis
Chairman
Independent, Non-Executive Board Director
2
Aikaterini Pistioli
Member
Non-Executive Board Director
3
Alexios Sotirakopoulos
Member
Independent, Non-Executive Board Director
The General Shareholders Meeting held on 24.06.2021 appointed the members of the Audit Committee for a three-year term, in
accordance with article 44 of Law 4449/2017. Its wide-ranging auditing authorities cover the supervising of the operation of the
Company’s Internal Auditing Department, which is hierarchically answerable upon it, and the monitoring of the effective
operation of the internal auditing system.
It is therefore evident that the members of the Audit Committee have sufficient knowledge on the Company’s line of business,
while Chairman Mr Siatis has undoubted experience in auditing and accounting. His curriculum vitae may be found on the
Company website www.avax.gr
The Audit Committee’s duties and authority, as well as its operation charter, are detailed in the Code of Corporate Governance,
which may accessed at the Company website www.avax.gr
According to Law 4449/2017 “Compulsory audit of annual and consolidated financial statements, public supervision on audit
work and other provisions”, members of the Audit Committee are non-executive, while the supervisory role on the Audit
Committee is carried out by the Capital Market Commission. The Company immediately took all required steps to comply with
the new law.
The Audit Committee meets at least four times per annum to monitor the operations and evaluate the Internal Auditing System
and the Company’s risk management function, also holding extraordinary meetings whenever deemed necessary.
Meetings of the Audit Committee with the Company’s Internal Auditor may be jointly attended by the appointed external
chartered accountants/auditors.
2.6 Remuneration & Nomination Committee
88
The Company set up a joint Remuneration & Nomination Committee, in line with article 10 of Law 4706/2020, which comprised
the following members, as of 31.12.2023:
1
Michael Hatzipavlou
Chairman
Independent, Non-Executive Board Director
2
Aikaterini Pistioli
Member
Non-Executive Board Director
3
Theodora Monohartzi
Member
Independent, Non-Executive Board Director
2.7 Project
Bidding Committee
The Company introduced a three-member Project Bidding Committee, in line with the provisions of its Corporate Charter, article
87 of Law 4548/2018 and best practice principles and corporate governance rules. The committee works towards the effective
operation of the Company’s institutional bodies and the application of all principles, technical and organizational measures and
procedures adopted by the Company to comply with regulations, including competition rules.
The Board of Directors granted the Project Bidding Committee all powers of administration and representation of the Company
in relation with tenders for public contracts, and overall with bidding for public and private works, as specified in the Board
decision. As of 31.12.2023, the Project Bidding Committee comprises the following Group managers:
1
Konstantinos Lysarides
Executive Board Director
2
Athena Eliades
Group Financial Officer
3
Zoe Lysarides
Bidding Department Director
2.8 ESG & Sustainability Committee
The issue of Sustainable Growth (Environmental / Social / Corporate Governance) is included in the priorities of advanced
countries, through regulations to provide incentives and disincentives to businesses, while European Regulation (EU) 2019/2088
affects the relations of companies with Financial Institutions and Insurance companies by setting rules for Sustainable Growth.
In this context, the Company set up an ESG / Sustainability Committee to promote a systematic and in-depth approach to the
issue of sustainable growth, and to improve the socio-economic footprint caused to the economy and society by its direct,
indirect and induced actions and construction projects, comprising the following executives:
Executive
Department / Unit
Position
Antonis Mitzalis
Executive Board Member
Chairman
Athena Eliades
Financial Management
Vice Chairwoman
Roe Konstantarou
QSHE & Sustainability
Member
Katerina Mantzorou
Human Resources / Administration
Member
Elina Georgili
Corporate Governance / Compliance
Member
89
The Committee is supported in its functions by the Head of ESG Mr Sevastos Vayiakas.
Company shares are included in the composition of the Athens Stock Exchange’s ESG Index, constituting one of the 60
companies meeting the strict conditions for participation at the time of issue of this report.
2.9 Risk Management Department
In 2023, the Company started a process of staffing and establishing operating regulations, procedures and policies for the
internal Risk Management unit. The tasks of Risk Management for 2024 are carried out by a specialised external consulting
company, which has undertaken the implementation and development of the operation of the new supervisory unit, formulating
the appropriate policy and methodology for identifying, assessing and monitoring risks for the Group's activities, and establishing
procedures for self-assessment of risks and safeguards. The evaluation and specification of the desired and acceptable level per
risk category is scheduled to be completed within 2024 by the Company's Board of Directors, to take the necessary actions and
action plans.
2.10 Compliance & Corporate Governance Department
In 2023, the Company hired a specialised external consulting firm to set up the operational framework of the new Regulatory
Compliance & Corporate Governance Department, drafting the official Regulatory Compliance Policy, the relevant Procedures
Manual and the Register of Regulatory Requirements of the Group. The Company has already approved the “whistleblowing”
Policy for protecting Persons reporting violations of EU Law in compliance with Law 4990/2022, and ordered an electronic
platform for the receipt and monitoring of those reports. Staffing of the new unit was completed in early 2024.
2.11 Participation to Board and Executive Committee meetings
The following table provides information on the participation of members in the meetings of the Board of Directors, the Audit
Committee and the Remuneration & Nomination Committee during 2022, in accordance with the provisions of article 18,
paragraph 3 of Law 4706/2020.
Board of Directors
Audit
Committee
Remuneration &
Nomination Committee
Christos Joannou
73
Konstantinos Kouvaras
78
Aikaterini Pistioli
78
6
12
Konstantinos Mitzalis
78
Konstantinos Lysarides
79
Antonis Mitzalis
76
Christos Siatis
77
6
90
Alexios Sotirakopoulos
78
6
Michael Hatzipavlou
79
12
Theodora Monohartzis
79
12
2.12 Ownership of Company shares by Board Directors and Company Executives
The following table provides information on the number of Company shares held by each Board Director and senior manager of
the Company as of 31.12.2023, and the time of issue of this Financial Report, in accordance with the provisions of article 18,
paragraph 3 of Law 4706/2020.
Position
31.12.2023
22.04.2024
Christos Joannou
Board of Directors /
Chairman
Full or partial ownership
of several legal entities
controlling an aggregate
45,896,111 shares
Full or partial ownership of several legal
entities controlling an aggregate
45,896,111 shares, as well as 190,000
shares in a personal investor account
Konstantinos Kouvaras
Board of Directors /
Deputy Chairman &
Executive Member
Full ownership of a legal
entity controlling
12,598,955 shares
Full ownership of a legal entity controlling
12,598,955 shares, as well as 190,000
shares in a personal investor account
Aikaterini Pistiolis
Board of Directors / Vice
Chairman, Non-Executive
Member
275,000
275,000
Konstantinos Mitzalis
Board of Directors /
Managing Director
Total 25,656,745 shares,
through a personal
investor account, a joint
investor account and a
fully-owned legal entity
Total 26,046,745 shares, through a
personal investor account, a joint investor
account and a fully-owned legal entity
Konstantinos Lysaridis
Board of Directors /
Executive Member
1.375.289
1.565.289
Antonis Mitzalis
Board of Directors /
Executive Member
0
190.000
Christos Siatis
Board of Directors /
Independent, Non-
Executive Member
0
0
Alexios Sotirakopoulos
Board of Directors /
Independent, Non-
Executive Member
0
0
Michael Hatzipavlou
Board of Directors /
Independent, Non-
Executive Member
0
0
Theodora Monohartzis
Board of Directors /
Independent, Non-
Executive Member
0
0
Panayiotis Anagnostou
IT Systems Director
0
0
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Athena Eliades
Group CFO
0
150.000
Demosthenis
Katsigiannis
Head of CEO’s Office
0
130.000
Roe Konstantarou
Head of Quality / Health &
Safety / Environmental /
Sustainable Growth
0
50.000
Katerina Mantzorou
Human Resources &
Administration Director
0
0
George Papageorgiou
Head of Concessions /
PPPs
0
150.000
Kleopatra
Papastamatiou
Head of Legal Department
100
50.100
Nikolaos Rigopoulos
Infrastructure & Building
Projects Director
16.726
166.726
George Rousopoulos
Industrial & Energy
Projects Director
0
80.000
George Tasakos
Network Projects Director
0
120.000
2.13 Declaration of annual examination of independence prerequisites for independent Board Directors
According to article 9 of Law 4706/2020, the Company's Board of Directors must review, at least on an annual basis per financial
year, the fulfilment of the independence prerequisites for its independent non-executive members, which are defined by
paragraph 3 of article 9 of Law 4706/2020. The Board of Directors is also required to take the necessary steps to replace
independent members of the Board of Directors whenever it is established by a competent body that the conditions of
independence have ceased to be met by specific members of the Board.
The conditions of independence of the members of the Company's Board of Directors, and in particular the number of voting
rights of the Company they hold and the possible existence of financial, business, family or other kind of dependency
relationships which may influence their decisions and their independent and objective judgement, were examined during the
meeting of the Company's Board of Directors on 24.04.2024, and it was found that their fulfilment still holds true. By extension,
in the context of the above evaluation, it was also established that the independence prerequisites are met for both
independent non-executive members of the Board of Directors who participate in the Company's Audit Committee.
2.14 Reports of the Audit Committee and the Remuneration & Nomination Committee
The Audit Committee and the Remuneration & Nomination Committee promoted the proper corporate governance of the
Company during 2023, thus assisting the functions of the executive management of the Group and promoting the interests of
shareholders. According to the provisions of article 18, paragraph 3 of Law 4706/2020, the following is a brief list of the activities
of the two committees:
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Audit Committee
During 2023, the Audit Committee convened in full membership to a meeting 6 times, more specifically on 31.01.2023,
22.03.2023, 05.04.2023, 24.04.2023, 27.09.2023 and 15.11.2023. All meetings were also attended by the internal auditors and
key executives of the Company.
Among the issues examined were External Auditing and the Financial Disclosure Process, such as:
a) The financial disclosure process and the evaluation of the Company's financial statements in terms of their accuracy,
completeness and consistency
b) The supervision of official announcements concerning the financial performance of the Company and the examination of the
main points of the financial statements that contain significant views and estimates by the Management etc.
The Audit Committee examined the implementation of the Sustainable Growth Strategy implemented by the Group at all levels
and areas of activity, and whether the Group's objectives include essential issues, such as employment and health & safety of
employees, corporate governance, the protection of the environment, the reduction of the environmental footprint, etc.
In addition, it monitored the effectiveness of the Company's internal control and risk management systems to ensure that key
risks are properly identified, addressed and disclosed. It also supervised and evaluated the adequacy of the work of the Internal
Audit Unit and the reports prepared, ensuring its independence, smooth operation and its seamless and full access to
information in accordance with international standards for the professional implementation of internal control, but also the
current legal and regulatory framework.
Regarding the evaluation of the Internal Audit System (IAS), the Audit Committee supervised the progress of corrective actions,
in relation to the findings highlighted by the external auditor in his evaluation report in March 2023.
In addition, the Audit Committee proceeded to inform the Company's Board of Directors regarding the areas in which the
Committee identified material issues during the exercise of its duties.
Finally, in a meeting held on 09.04.2024 between the Company's Audit Committee and the External Auditors, the Audit
Committee was informed about the financial results of the Company and the Group for 2023. The meeting also reviewed the
most important issues in the context of the audit of the parent and consolidated financial statements for 2023 concerning the
Review Report of the External Auditors to the Company's shareholders.
Remuneration & Nomination Committee
The Remuneration & Nomination Committee of the Board of Directors of AVAX SA was elected by the General Meeting of
Company shareholders on 24.06.2021 and, by decision of the Board of Directors of the same date, comprises the following
members:
•
Michael Hatzipavlou - Chairman
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•
Aikaterini Pistioli – Member
•
Theodora Monochartzi - Member
During 2023, the Committee convened either in person or via teleconference 12 times, mostly deliberating the following
matters:
a.
the annual plan of its operations
b.
preparation of the Remuneration Report of the members of the Board of Directors for 2022
c.
specification of criteria & weighting factors for the creation of an Evaluation System of Executive Members for the
Determination of their Variable Remuneration
d.
review of the Suitability Policy of the members of the Board of Directors
e.
collaboration with company management and the external Consultant appointed for purpose of recruitment of a new
Human Resources Director, and attendance at the relevant interviews
More specifically:
a. The Remuneration Report of the members of the Board of Directors for financial year 2022 was presented to our Committee
in April 2023 and was reviewed in April-May 2023. During the review, our Committee offered its opinion to the Board of
Directors, before submitting the relevant report to the June 2023 General Meeting of shareholders, in accordance with article
112 of Law 4548/2018, as applicable, and the relevant provisions of the Commission's Operating Charter. It was verified that the
remuneration included in the draft report was within the framework of the (then in effect) Remuneration Policy of the Company,
which was approved by the Annual Ordinary General Meeting of the Company's shareholders on 01.09.2020. It is noted that this
Report for financial year 2022 was also verified for completeness by the external auditor of the Company who reviewed the
financial statements of the AVAX Group for the year. The Remuneration Report was discussed, amended, completed and
approved by the Board of Directors of the Company on 24.05.2023 and, subsequently, received the approval of the Annual
General Meeting of the Company's shareholders, which took place on 14.06.2023.
b. The Company's new Remuneration Policy, which was drawn up by the Remuneration & Nominations Committee in
accordance with Directive (EU) 2017/828 of the European Parliament and of the European Council of 17 May 2017 on the rights
of shareholders, as incorporated into Greek Law with Law 4548/2018 and in particular according to article 110, and was
approved in its final form by the Board of Directors. of the Company during the meeting of 28.09.2022, was submitted and
approved by the Annual General Meeting of shareholders on 14.06.2023 and is now in effect since 2023.
c. Having studied Best Practices and also taking into account the particularities of the specific sector in which the Company
operates, during 2023 the Committee, prepared, within the framework of the provisions of the afore-mentioned new
Remuneration Policy, the proposed criteria and weighting factors for the variable remuneration of the Executive Members of the
Board of Directors, which were discussed extensively with the Company Chairman. Opinions were discussed and views
exchanged mainly regarding criteria relating to the Company's financial performance, taking the initiative to achieve specific
goals in pre-selected business activities, participation in multiple or key activities for the Company, participation in specific
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business projects, the focus on long-term financial, operational or investment goals towards the Company's current strategy, the
supervision of one or more areas of responsibility according to the organisational chart, the participation in the Company's
regulatory compliance actions and/or implementation of corporate social responsibility goals, etc. Those issues were presented
by the Committee in detail and discussed at the Board of Directors meeting on 05.04.2023, which did not take a decision on the
matter, and the Commission's proposal included the following criteria and weighting factors in the context of both the corporate
performance and the individual performance of the members of the Board of Directors: participation and assistance in the
internal restructuring and reorganisation of the Company, degree of participation in the overall increase of Company turnover,
business activity development, supervision of a significant number of areas of responsibility, promotion of corporate goals
outside the company, participation in Human Resources improvement actions and positive contribution to ESG issues.
d. The Committee examined the Suitability Policy for Board Members, as part of its duties described in its Operating Charter,
provided by paragraph 3 of article 3 of Law 4706/2020, which was approved by the General Meeting of shareholders on
24.06.2021. This Policy specifies the size and composition of the Board of Directors of the Company, in terms of the balance of
qualifications, knowledge and experience of its members, while at the same time setting out the scope and need to submit
proposals for consideration regarding the desired profile of the Board of Directors, with the aim of optimally filling vacancies and
adding new members. Following the examination of the Suitability Policy, the Committee proposed to the Board of Directors its
enrichment with new criteria and its alignment with the upcoming changes within the year 2024 in national law regarding the
gender quota in the overall composition of the Boards of Directors and the subset of non-executive members of the listed
companies, ultimately seeking shareholder approval at the General Meeting in June 2024. The Committee decided that by acting
promptly and proactively, there will be no need for forced changes to the Suitability Policy during the term of the new Board of
the Company which will be announced in June 2024, ie prior to the planned implementation of the new gender balance rules in
the management of listed companies in June 2026, in accordance with Directive (EU) 2022/2381 of the European Parliament and
the European Council.
e. The Chairman of the Committee, Mr Hatzipavlou, provided assistance and collaborated with the Company's Management and
the external Consultant appointed for hiring a new Human Resources Director of the Company in the context of the restructuring
& reorganisation of certain Company business sectors.
2.15 Remuneration Report
The Board of Directors of the Company prepares a Remuneration Report for its members during each financial year, in
accordance with article 112 of Law 4548/2018 and the Remuneration Policy of the Company, which is submitted as an agenda
item at the next Annual Ordinary General Meeting of shareholders. It is pointed out that shareholder vote on the Remuneration
Report is advisory. The board of directors must explain in the remuneration report how the vote outcome from the previous
annual general meeting of shareholders was taken into account.
2.16 Suitability Policy
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The Company aligns its Suitability Policy with the general corporate governance framework, corporate culture and risk appetite
set, and also provides and observes the necessary procedures for the implementation of the Policy. Monitoring the
implementation of the Suitability Policy is the responsibility of the Board of Directors, assisted by the Remuneration and
Nominations Committee. The Company records the results of the suitability assessment, and in particular any weaknesses
identified between the intended and actual individual and collective suitability, and measures to be taken to address these
deficiencies.
3. General Meetings of Shareholders
3.1 Functioning of the General Meeting and its basic authorities
The General Meeting of Company shareholders is its supreme body and has the right to decide on any issue concerning the
Company and any proposal put forward. More specifically, the General Meeting of shareholders has the exclusive right to decide
on the following matters:
a. Amendment of Corporate Charter, referring to the increase or decrease of its share capital (excluding those mentioned in
article 6 of the Corporate Charter) and those imposed by legislation
b. Election of Auditors
c. Approval or amendment of the Company balance sheet and annual financial statements
d. Appropriation of annual profit
e. Merger, split, conversion, activation of the Company
f. Conversion of Company shares
g. Term extension or early break-up of the Company
h. Liquidation of the Company and appointment of liquidation supervisors
i. Election of members to the Board of Directors, excluding the case described by article 11 of the Corporate Charter
j. approval of election of temporary members to the Board of Directors to replace other members who resigned, passed away or
deprived of their member status in any other way
The decisions of the General Meeting of shareholders are binding for shareholders who abstain or disagree.
The General Meeting of shareholders is always invited by the Board of Directors and takes place at the Company headquarters or
at a different venue within the same precinct or a neighbouring precinct at least once per financial year, until the tenth (10
th
) day
of the ninth (9
th
) month following the end of each financial year.
The Board of Directors may invite shareholders to an extraordinary General Meeting when deemed necessary or when
requested by shareholders representing a minimum of voting rights, as set by the law and the Corporate Charter.
The decisions of the General Meeting of shareholders are taken by absolute majority of votes represented to it. An exceptional
majority representing 2/3 of paid-up capital is required in the following cases:
a. change of Company nationality
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b. change of corporate address
c. change of the corporate objective or business activity
d. conversion of shares
e. increase of shareholder responsibilities
f. increase of share capital, excluding the cases described in article 6 of the Corporate Charter or those imposed by legislation or
carried out to capitalise reserves, except for cases in accordance with Law 4548/2018
g. issue of bond loans, according to article 59 and all following articles of Law 4548/2018
h. change in the appropriation of earnings
i. merger, break up, conversion or restart of the Company
j. extension or reduction of the term of the Company
k. liquidation of the Company
l. granting or renewal of authority to the Board of Directors to carry out a share capital increase, according to article 6, para 1 of
the Corporate Charter
m. any other case where according to legislation a minimum of 2/3 of paid-up share capital is required to be represented in the
General Meeting
The Chairman of the Board of Directors, or his lawful substitute, is appointed temporary chairman of the General Meeting of
shareholders, also appointing one of the shareholders or their representatives who are present at the meeting to act as the
Secretary, until the assembly approves the list of the shareholders who have the right to participate and the permanent
chairman is appointed.
3.2 Shareholder rights and means of exercising them
Right to participate and vote at the General Assembly of the Company is granted to all holders of common registered shares
appearing on the Electronic Registry System of “Hellenic Exchanges SA”. The status of the shareholder must exist at the
beginning of the fifth day before the date of the initial meeting of the General Meeting (record date) as provided for in Article
124, paragraph 6 of Law 4548/2018. The Company acknowledges the right to participate and vote in the General Assembly only
of shareholders as of the respective recording date. The above record date also applies in case of postponement or recurring
session, provided that the repeat session takes place no more than thirty (30) days from record date. If this is not the case, or if a
new invitation is published for a repeat general meeting, according to the provisions of article 130 of Law 4548/2018,
shareholders eligible for participating in the general meeting are those on record at the beginning of the third day prior to the
day of the postponed or repeat general meeting. Shareholder status may be proven by any legal means, however, based on
information received by the Company from the Central Securities Depository which provides registry services or through the
participants and registered intermediaries in the CSD in any other case.
The exercise of these rights does not require the impounding of the shares of the beneficiary or the observance of any other
similar procedure, which restricts trading of the shares between the record date and the General Meeting.
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Minority Shareholders’ Rights
1. At the request of shareholders, representing one twentieth (1/20) of the paid up capital, the Board of Directors is obliged to
convene an extraordinary general meeting of shareholders, appointing a meeting date no more than 45 days from the date of
delivery of the request to the Chairman of the Board of Directors. The application contains the agenda. If no General Meeting is
convened by the Board of Directors within twenty (20) days from the service of the relevant application, the meeting shall be
conducted by the applicant shareholders at the expense of the Company, by a decision of the Court, issued in the interim
proceedings. The decision shall specify the place and time of the meeting, as well as the agenda. The decision cannot not
challenged by legal remedies. The Board of Directors convenes the General Meeting in accordance with the general provisions or
makes use of the procedure provided for in Article 135 of Law 4548/2018, unless the requesting shareholders have excluded this
last possibility.
2. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to
append issues on the agenda of the General Meeting, which has already been convened, if the relevant application is received by
the Board of Directors a minimum of 15 days prior to the General Meeting. An application for inclusion of additional items on the
agenda is accompanied by a justification or a draft decision for approval by the General Meeting and the revised agenda is
published in the same manner as the previous agenda thirteen (13) days prior to the General Meeting. At the same time, it is
made available to shareholders on the Company's website together with the justification or the draft resolution submitted by
the shareholders in accordance with the provisions of paragraph 4 of article 123 of Law 4548/2018. If these issues are not
published, the requesting shareholders are entitled to request the postponement of the General Meeting in accordance with
paragraph 5 of article 141 of Law 4548/2018 and to make the publication themselves, as per the second paragraph of this
paragraph, at the expense of the Company.
3. Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft decisions on issues that
are included in the original or any revised General Meeting agenda. The relevant application must reach the Board of Directors
seven (7) days prior to the date of the General Meeting, the draft decisions being made available to the shareholders according
to the provisions of paragraph 3 of article 123 of Law 4548/2018 six (6) ) at least days prior to the date of the General Assembly.
4. The Board of Directors shall not be obliged to enter items on the agenda or to publish or to disclose them together with
justifications and draft resolutions submitted by shareholders in accordance with paragraphs 2 and 3 above, respectively, if their
content is obviously contrary to law or morality.
5. At the request of any shareholder, submitted to the Company at least five full days before the General Meeting, the Board of
Directors is obliged to provide the General Meeting with the specific information requested on the Company's affairs, insofar as
these are relevant with the items on the agenda. No obligation to provide information exists when the relevant information is
already available on the Company's website, in particular in the form of questions and answers. Also, at the request of
shareholders, representing one twentieth (1/20) of the paid up capital, the Board of Directors is obliged to announce to the
General Meeting, if it is regular, the amounts that during the last two years were paid to each member of the Board of Directors
or directors of the Company, as well as any benefit to such persons from any cause or contract of the Company with them. In all
the above cases, the Board of Directors may refuse to provide the information for substantive reasons, which is recorded in the
minutes. Such a reason may be the representation of the requesting shareholders on the Board of Directors in accordance with
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Articles 79 or 80 of Law 4548/2018. In the cases of this paragraph, the Board of Directors may respond in unison to shareholders'
requests with the same content.
6. At the request of shareholders, representing one tenth (1/10) of the paid up capital submitted to the Company within the time
limit of the previous paragraph, the Board of Directors is obliged to provide the General Meeting with information on the course
of corporate affairs and the assets of the Company. The Board of Directors may refuse to provide the information for substantive
reasons, which shall be recorded in the minutes. Such a reason may be, in the circumstances, the representation of the
requesting shareholders on the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018, provided that the
relevant members of the Board of Directors have received the relevant information in a sufficient manner.
7. In the cases referred to in paragraphs 5 and 6 above, any dispute as to whether or not the reasoning for refusal by the Board
of Directors to provide information, is resolved by the Court of Justice by a decision given in the interim proceedings. By the
same judgment, the Court also obliges the Company to provide the information that it refused. The decision cannot be
challenged by legal remedies.
8. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, voting on a subject or items on the
agenda shall be made by means of an open vote procedure.
9. Without prejudice to the provisions on the protection of personal data, and provided that the articles of association provide
for it, each shareholder may request to be given a list of the Company's shareholders indicating the name, address and number
of shares of each shareholder. The Company is not obliged to include in the table shareholders holding up to one percent (1%) of
the capital.
10. In all the cases of Article 141 of Law 4548/2018, the requesting shareholders are required to prove their shareholder status
and, except in the cases of the first subparagraph of paragraph 6, the number of shares they hold in the exercise of the relevant
right. Such proof is also the deposit of their shares, according to the provisions of paragraph 2 of Article 124 of Law 4548/2018.
Shareholder status may be proven by any legal means, however, based on information received by the Company from the
Central Securities Depository which provides registry services or through the participants and registered intermediaries in the
CSD in any other case.
Participation Procedure and Voting via Proxy
Each share entitles one vote to the General Meeting. All shareholders are entitled to participate and vote at the General
Meeting. The shareholder who participates in the General Meeting votes either in person or through representatives. Each
shareholder may appoint up to three (3) proxies. A representative acting for more than one shareholder may vote differently for
each shareholder.
Legal entities participate in the General Assembly through their representatives.
Shareholders may appoint a representative for one or more General Meetings and for a certain time. The Delegate shall vote, in
accordance with the Shareholder's instructions, if any, and is obliged to archive the voting instructions for at least one (1) year
from the date of the General Assembly, or in case of postponement, of the last Repeat Assembly in which he used the proxy.
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Failure of the proxy to comply with the instructions received does not affect the validity of the decisions of the General
Assembly, even if the representative's vote was decisive for achieving majority.
If a shareholder owns shares of the Company that appear in more than one securities accounts, this limitation does not prevent
the shareholder from designating different proxies for the shares appearing in each securities account in relation to the General
Meeting. Proxies are freely revocable.
Under Article 128, paragraph 5 of Law 4548/2018, the proxy of a shareholder is required to disclose to the Company, prior to the
commencement of the General Meeting, any specific event that may be useful to the shareholders for assessing the risk that the
proxy may serve interests other than the interests of shareholder. For the purposes of this paragraph, a conflict of interest may
arise, in particular where the proxy:
1.
is a shareholder exercising control over the Company or another legal entity or entity controlled by that shareholder
2.
a member of the Board of Directors of the Company or a senior director or a director to an entity controlling the
Company or other entity which controls the Company
3.
an employee or certified auditor of the Company or a shareholder controlling the Company or other entity which is in
turn controlled by the controlling shareholder
4.
a spouse or relative up to first degree of a person referred to in cases 1 to 3 above.
Pursuant to article 128 paragraph 4 of Law 4548/2018, the appointment and revocation or replacement of the representative or
representative of the shareholder are made in writing or by electronic means and are submitted to the Company at least forty-
eight (48) hours prior to the appointed date of the General Meeting.
The Company's Corporate Charter provides for the participation of shareholders in the General Meeting by electronic means,
without their physical presence at the venue, along with remote voting either by electronic means or by correspondence.
Available Documents & Information
The information of paragraph 3 and 4 of article 123 of Law 4548/2018, including the invitation to convene the General Assembly,
the representative appointment form and the draft decision on all items on the agenda, as well as more detailed information on
the exercise of the minority rights of paragraphs 2, 3, 6 and 7 of article 141 of Law 4548/2018, are available in electronic form on
the Company's website www.avax.gr.
The full text of the draft decisions and any documents referred to in paragraph 4 of article 123 of Law 4548/2018 is available in
hard copy at the offices of the Company's Shareholders & Corporate Announcements Department at: 16 Amarousiou-Halandriou
Street, 15125, Marousi, Greece, tel +30 210 6375000.
All the aforementioned documents as well as the Invitation to a General Meeting of the Shareholders, the total number of
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existing shares and voting rights and the forms for voting by proxy are available in electronic form on the Company's website
4. Main characteristics of the Company’s Internal Auditing and Risk Management Systems in relation to the procedure for
preparing financial accounts (parent company and consolidated)
The Internal Auditing System is the set of internal auditing mechanisms and procedures, including risk management, internal
auditing and regulatory compliance, which on a continuous basis covers every activity of the Group and contributes to its safe
and efficient operation. Amongst others, the Group’s Internal Auditing System features the following characteristics:
• Approved Operating Regulation
• Code of Business Conduct and Ethics and procedures for monitoring its implementation
• Approved Organisation Chart, for all levels of hierarchy, in which the area of responsibility per division / department is clearly
identified
• Composition and operation of Board Committees, such as Audit Committee, Remuneration & Nomination Committee
• Organisational structure and operation of Internal Auditing
• Description of strategic planning, its development process and its implementation
• Long-term and short-term action planning per significant activity, with a corresponding report and highlighting of discrepancies
on a periodic basis, as well as their justification
• Complete and up-to-date corporate charter, clearly identifying the scope of operations and the business purposes of the
Company
• Job description of divisions, departments and job positions
• Recording of policies and procedures of important operations of the Group and identification of safety valves or significant
omissions.
Internal Auditing Unit
Internal auditing is conducted by the Company’s independent Internal Auditing Unit, according to its written operations
regulation (Internal Auditing Charter). The primary role of Internal Auditing is to monitor and improve the operations and
policies of the Company regarding its Internal Auditing System, the evaluation of risk management systems across the
Company's operations in terms of adequacy, efficiency and their effectiveness in relation to the achievement of strategic
objectives. The responsibilities of internal auditing also include reviewing compliance with the Internal Regulations and
Legislations, at all locations of operations, as well as the review and evaluation of the corporate governance and quality
assurance mechanisms adopted by the Company.
According to the Internal Auditing Charter, during 2023 the Audit Committee held meetings with the Internal Audit Unit and its
Head, during which operational and organisational issues were discussed, providing all requested information and information
on the applied auditing systems regarding their effectiveness and the course of audits.
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All audit reports and relevant quarterly reports were submitted to the Audit Committee, including the most important findings,
their associated risks, proposals - actions for improvement of Internal Auditing and the response of audited Company
departments.
Following the submission of a report by the Internal Audit Unit, the Board of Directors approved the auditing programme for
2024 and identified the functions and points which internal audit should focus on.
Adequacy and Effectiveness of Internal Auditing System
In accordance with the provisions of article 14 of Law 4706/2020 and Decision 1/891/30.09/2020 of the Board of Directors of the
Capital Markets Commission, the Board of Directors of the Company endorsed a proposal by the Audit Committee and
appointed "BDO Certified Auditors SA" to carry out the assessment of the adequacy and effectiveness of the Internal Auditing
System System (IAS) of the Company and its major subsidiary, with a reference date of 31.12.2022. The summary assessment
report issued in March 2023 by BDO identified specific findings which Company management omitted itself to remedying in
2023.
More specifically, the following actions were taken:
Auditing Environment
-
Board approval of the updated Operating Regulations of the Company and its subsidiary ETETH SA
-
Board approval of the updated Personnel Evaluation Procedure
Risk Management
-
issued an Operating Regulation for Risk Management, compiled a Risk Matrix, and updated the Risk Management Policy
and Methodology
-
appointed a Head of the Risk Management Unit, through outsourcing
Compliance
In relation to the Regulatory Compliance Unit:
-
compiled and got Board approval for a regulatory Compliance Policy and Operating Manual, as well as a Regulatory
Requirements Matrix
-
appointed a Head of the Compliance and Corporate Governance Unit in March 2024
The Board of Directors has approved the “whistleblowing” protection policy for persons reporting breaches of European Union
Law, in line with Law 4990/2022, and has scheduled the installation of a electronic platform for relevant reports.
Security Safeguards
Data Loss Protection (DLP) Procedure:
-
implemented several projects, including Impact Evaluation, Data Transfer Monitoring & Limiting. All systems are expected
to be fully operational by end-June 2024
Chief Information Security Officer (CISO):
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-
currently in the process of evaluating candidates for appointing an external consultant on information systems security to
support the Group on its daily needs. The Company has also scheduled the appointment of an information security
officer, who will work closely with the external consultant, aiming to assume the duties of CISO within the next two years.
Security Control Matrix:
-
the Control Matrix for security safeguards has been compiled and is pending evaluation by the Board of Directors
Internal Auditing and Security Safeguards of the Company and the Group in relation to the procedure for preparing financial
accounts (parent company and consolidated
The Company has a well-documented Policy and Procedure for the accounting representation of financial events and
preparation of financial accounts. The Company’s accounting system is supported by specialised data information systems which
have been adapted to its operational requirements. Procedures for control and accounting settlements have been defined to
secure the validity and legality of accounting entries as well as the soundness and validity of financial accounts. The Audit
Committee of the Board of Directors supervises and evaluates, according to auditing standards, the process of preparing interim
and annual financial accounts of the Company and examines the review reports of external auditors for issues pertaining to
derogation from current accounting practices.
5. Other administrative or supervisory bodies or committees of the Company
The Company has no other administrative or supervisory bodies or committees at this time.
6. Additional Information
Overview of policy of diversity on administrative, managerial and supervisory bodies of the company (according to Law
4548/2018, article 152)
Members of administrative, managerial and supervisory bodies of the company satisfy all requirements and meet all standards
for participating in those bodies. They are distinguished for their professional capacity, knowledge, skills and experience, and
stand out for their ethics and character integrity as part of the effectiveness and flexibility of AVAX’s broader organizational
setup and operations.
Marousi, 24.04.2024
On behalf of the Board of Directors of AVAX SA
Constantine Mitzalis
Managing Director
[Translation from the original text in Greek]
Independent Auditor’s Report
To the Shareholders
of “AVAX 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 the Company “AVAX S.A.”
(the Company), which comprise the separate and consolidated statement of financial position as at December 31,
2023, and the separate and consolidated statements of income and comprehensive income, changes in equity and
cash flow for the year then ended, as well as and the notes to the financial statements, including material
accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material
respects, the financial position of the Company “AVAX S.A.”
and its subsidiaries (the Group) as of December 31,
2023, their financial performance and their cash flows for the year then ended in accordance with International
Financial Reporting Standards as endorsed by the European Union.
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as incorporated in Greek
Legislation. Our responsibilities, under those standards are described in the “Auditor’s Responsibilities for the Audit
of the separate and consolidated financial statements” section of our report. During our audit, we remained
independent of the Company and the Group, in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as incorporated in Greek legislation and the
ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and we
have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the
requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the separate and the consolidated financial statements of the current period. These matters and the related risks
of material misstatement were addressed in the context of our audit of the separate and the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matter
How our audit addressed the Key audit
matter
Revenue recognition from construction contracts
As described in notes C.19, C.23.9, E.1. and Ε.20 of the
financial statements, the turnover of the Group and
the Company for the year ended 31.12.2023 amounts to
€
453.547
thousand
and
€
405.175
thousand,
respectively, and includes mainly revenue from the
construction contracts.
Revenue recognition from construction contracts, is
Our audit approach was based on audit
risk and includes, among other things,
the following procedures:
•
Understanding and evaluation of
the applied procedures by the Group and
the Company for the revenue recognition
104
based on Management’s significant estimates and
judgments
regarding
the
cost
budget
of
the
construction projects for applying the percentage of
completion method according to IFRS 15.
Revenue from construction contracts is recognized over
time and as the performance obligations are being
satisfied whereas their recognition requires estimates
and judgements according to the followings:
•
The recognition of the performance obligations
and the time of their satisfaction,
•
the allocation of the transaction price (contract
value) over the performance obligations,
•
The determination of the total cost from the
contract date until the estimated date of its
completion (cost budget of project completion),
•
Potential revisions of the project cost budget,
•
The possibility of any customer approvals for
claims and incentives.
Given the significance of the matter above and the
level of the Management’s judgements and estimations
required
we
consider
revenue
recognition from
construction contracts as a key audit matter.
from
construction
contracts
and
evaluating the effectiveness of their
design.
•
Evaluation of significant areas for
a sample of construction contracts,
under
qualitative
and
quantitative
criteria, in order to examine the proper
accounting
revenue
recognition,
according to the applied accounting
principles
and
methods.
For
that
selected
sample
we conducted
the
following procedures:
-
Registering and understanding of
the main contract terms so as to
recognize and confirm, per project,
the performance obligations and the
time of their satisfaction.
-
Comparison of the actual results per
sampled contract with the approved
budgets and the historical data so
as to assess the level of reliability
of the Management’s judgements
and estimates.
-
Confirmation, on a sample basis, of
the completeness and accuracy of
the
cost
and
other
expenses
incurred for the satisfaction of the
performance obligations and their
reference
to
the
corresponding
projects/contracts according to the
accounting data and the relevant
support evidence.
-
Recalculation of the percentage of
completion
of
the
performance
obligations based on the incurred
cost,
the
project
managers’
relevant reports and the Company’s
relevant accounting data.
-
Examination
of
the
supporting
documentation in order to evaluate
the likelihood claims and incentives
be realized.
•
Evaluation
of
the
adequacy
and
appropriateness
of
the
disclosures
included in Notes of the financial
statements.
Recoverability of trade receivables
105
As described in Notes C.20, C.23.6 and Ε.21 of the
financial statements, the Group and the Company’s
trade receivables as at 31.12.2023 amount to € 195.818
thousand and € 177.009 thousand respectively while
the relevant accumulated impairment amounts to €
56.689 thousand and € 56.296 thousand, respectively.
The trade receivables of the Company and the Group
include receivables from local and foreign customers.
In case customers are unable to meet their contractual
obligations the Company and Group are exposed to high
level of credit risk.
The Management of the Group and the Company
evaluates the recoverability of its trade receivables
and estimates the necessary impairment provision for
the expected credit loss.
Given the significant value of the trade receivables and
the
level
of
the
Management’s
judgements
and
estimations required for the determination of their
recoverable value we consider the evaluation of the
impairment of the trade receivables of the Company
and the Group as a key audit matter.
Our audit approach was based on audit
risk and includes, among other things,
the following procedures:
•
Assessment of the assertions and
methodology used by the Management of
the Company and the Group for the
recoverability of trade receivables.
•
Examination
of
the
legal
advisors’ letters
concerning the matters
they dealt with throughout the year so as
to identify any issues about any trade
receivable balances that may not be
recoverable in the future.
•
Receipt
of
third-party
confirmation letters, for a representative
sample
of
trade
receivables
and
performance of procedures subsequent
to the date of the financial statements
for the assessment of the year-end
balances’ recoverability.
•
Examination of the maturity of
the year-end trade receivable balances
and detection of any debtors facing
financial difficulty.
•
Discussions with Management and
evaluation of the relevant estimations
according to the available information.
•
Recalculation of the impairment
of
trade
receivables
taking
into
consideration
specific
criteria
for
debtors, such as the maturity of the
balances, significant debtors and high
risk debtors.
•
Evaluation of the adequacy and
appropriateness
of
the
disclosures
included in Notes of the financial
statements.
Financial
assets
at
fair
value
through
other
comprehensive income
As described in Notes C.6, C.20, C.23.11, Ε.15 and E.40
of the financial statements, the book value of the
financial
assets
at
fair
value
through
Other
Comprehensive Income for the year ended 31.12.2023 in
the separate and consolidated financial statements
amounts to € 160.871 thousand and € 137.080 thousand,
respectively.
Our audit approach was based on
audit risk and includes, among other
things, the following procedures:
•
Review
of
the
valuation
reports of the Financial Assets at Fair
Value through Other Comprehensive
Income which were prepared by
Management’s external experts and
106
The Financial Assets at Fair Value through Other
Comprehensive Income are recognized at fair value
according
to
IFRS
9
“Financial
Instruments”.
The
determination of the fair value was based on the
estimation of the discounted projected cash flows given
that no active market exists for those financial assets
(participation in Concession companies). The estimation
of the projected cash flows involves subjectivity which
depends on various factors including estimations over
future revenue, the performance and market risks, cost
estimations as well as the use of the appropriate
discount rate.
Given the significance of the matter above and the level
of the required judgements and estimations we consider
it as a key audit matter.
assessment of the appropriateness of
the methodology, the discount rate
determination model, as well as the
reasonableness of the assumptions
and criteria of the relevant financial
models.
•
Evaluation of the accuracy
and reliability of the inputs used and
are
included
in
the
Company’s
valuation data and are referred in the
relevant valuation reports made by
the Management’s external experts,
taking into consideration the relevant
financial data from the Concession
companies.
•
Assessment
of
the
competence,
objectivity,
and
independence of the Management’s
external experts.
•
Assessment
of
the
mathematical
accuracy
of
the
financial models.
•
Discussions with Management
regarding any significant change or
facts concerning the aforementioned
Financial Assets.
•
Evaluation of the adequacy
and appropriateness of the disclosures
included in Notes of the financial
statements.
Provisions and Contingent liabilities
As described in Notes C.8, C.23.8, Ε.29 and Ε.44 of the
financial statements, pending court and arbitration cases
exist regarding contractual-work disputes and other
issues against the Group’s companies.
Periodically, the Management of the Group examines the
status of each significant case and evaluates the
potential financial risk based on its legal advisors’
opinion. In case the potential loss from any claims and
legal cases is considered probable and the relevant
amount can be valuated reliably, the Management of the
Group recognizes provision for the estimated loss.
Management’s judgement is required to a great extent
for the determination of the probability and the degree
of a reliable risk assessment.
When additional information is available, Management of
the
Group
re-evaluates
the
contingent
liabilities
regarding pending claims and legal cases and may revise
Our audit approach was based on
audit risk and includes, among other
things, the following procedures:
•
Receipt of response letters
from the legal advisors regarding
pending court and other legal cases.
•
Discussions directly with the
legal advisors of the Group and
Management regarding the significant
pending legal cases.
•
Evaluation
of
the
Management’s
estimations
for
the
significant legal cases taking into
account the background of the case.
•
Evaluation of the adequacy
and appropriateness of the disclosures
107
its relevant estimations if necessary. Such revisions of
the contingent liabilities’ estimations may have a
significant impact on the financial position and results of
the Group.
Given the significance of the matter above and the level
of the required judgements and estimations we consider
provisions and contingent liabilities as key audit matter.
included in Notes of the financial
statements.
Other Information
Management is responsible for the other information. The other information is included in the Board of Directors’
Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the Statements of the
Board of Directors Representatives, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we will
not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the
other information identified above 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 our audit, we conclude that there is a material
misstatement therein, we are required to report that matter. We have nothing to report regarding the
aforementioned matter.
Responsibilities of Management and Those Charged with Governance for the separate and consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial
statements in accordance with International Financial Reporting Standards, as endorsed by the European Union,
and for such internal control as Management determines is necessary to enable the preparation of separate and
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, Management is responsible for assessing the
Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless, Management either intends to liquidate the
Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company’s and
the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs, as incorporated 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 as incorporated in Greek Legislation, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
108
material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit, in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s and the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by Management.
•
Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company and the Group to cease to continue as a
going concern.
•
Evaluate the overall presentation, structure and content of the separate and consolidated financial statements,
including the disclosures, and whether the separate and consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the separate and consolidated financial statements. We are
responsible for the direction, supervision and performance of the audit of the Company and the Group. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all 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.
Report on Other Legal and Regulatory Requirements
1.
Board of Directors’ Report
Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement, which is included therein, according to the provisions of paragraph 5 of
article 2 of L. 4336/2015 (part B), we note that:
a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the information
required 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 153-154 and of paragraph 1 (cases c’ and d’) of article 152 of Law 4548/2018
and its content is consistent with the accompanying separate and consolidated financial statements for the year
ended 31.12.2023.
c) Based on the knowledge we obtained during our audit about the company “AVAX S.A.”
and its environment, we
have not identified any material inconsistencies in the Board of Directors’ Report.
2.
Additional Report to the Audit Committee
Our audit opinion on the separate and the consolidated financial statements is consistent with our Additional
Report to the Audit Committee of the Company, in accordance with article 11 of EU Regulation 537/2014.
109
3.
Provision of Non-Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in article 5 of
EU Regulation No 537/2014 or other permitted non-audit services.
4.
Auditor’s Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company
on 24/06/2014. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of
shareholders of the Company for 10 consecutive years.
5.
Rules of Procedure
The Company has in place Rules of Procedure in conformance with the provisions of article 14 of Law 4706/2020.
6.
Assurance Report on European Single Electronic Format
We examined the digital records of “AVAX S.A.” (hereinafter Company and Group), prepared in accordance with
the European Single Electronic Format (ESEF) as defined by the European Commission Delegated Regulation
2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and
consolidated financial statements of the Company and the Group for the year ended December 31, 2023, in XHTML
format
“213800ZU3OTKF9M41394-2023-12-31-en.xhtml”,
as
well
as
the
provided
XBRL
file
“213800ZU3OTKF9M41394-2023-12-31-en.zip” with the appropriate mark-up, on the aforementioned consolidated
financial statements, including other explanatory information (Notes to the financial statements).
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission
Interpretative Communication 2020/C379/01 of November 10, 2020, in accordance with Law 3556/2007 and the
relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF
Regulatory Framework).
In summary, this framework includes, inter alia, the following requirements:
- All annual financial reports shall be prepared in XHTML format.
- For the consolidated financial statements in accordance with IFRS, financial information included in the
statements of comprehensive income, financial position, changes in equity and cash flow, as well as the financial
information included in the other explanatory information, shall be marked-up with XBRL tags (XBRL “tags” and
“block tags”), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the
relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for
expressing a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company and Group for the year ended December 31, 2023, in accordance with the requirements
of ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable the
preparation of digital records that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-2022
Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and
the "Guidelines on the auditors’ engagement and reasonable assurance report on European Single Electronic Format
(ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the
Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain
reasonable assurance that the separate and the consolidated financial statements of the Company and the Group,
110
prepared by the management in accordance with ESEF are in compliance, in all material respects, with the
effective ESEF Regulatory Framework.
We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by
the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied
with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000
“Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are
limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance but is not a
guarantee that this work will always detect a material misstatement of non-compliance with the requirements of
ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements
of the Company and the Group for the year ended December 31, 2023, in XHTML format “213800ZU3OTKF9M41394-
2023-12-31-en.xhtml”, as well as the provided XBRL file “213800ZU3OTKF9M41394-2023-12-31-en.zip” with the
appropriate mark-up on the above consolidated financial statements, including the other explanatory information,
have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory
Framework.
BDO Certified Public Accountant S.A.
449 Mesogion Av,
Athens-Ag. Paraskevi, Greece
Reg. SOEL: 173
Agia Paraskevi, April 29, 2024
Certified Public Accountant
Dimitrios V. Spyrakis
Reg. SOEL: 34191
111
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non-current Assets
Property, Plant and Equipments
10
28,995,733
27,445,012
Right of Use Assets
10a
73,365,510
50,445,221
Investment Property
11
2,265,436
2,245,736
Intangible Assets
12
393,169
435,702
Investments in subsidiaries/associates and other
companies
13
88,365,614
87,701,551
Financial assets at fair value through other
comprehensive income
15
160,871,255
141,045,251
Other non current assets
16
236,455,683
237,479,501
Other long term receivables
16
628,400
303,714
Deferred tax assets
17
31,762,567
31,093,494
Total Non-current Assets
623,103,367
578,195,182
Current Assets
Inventories
19
25,088,720
14,894,205
Contractual assets
20
213,291,183
147,272,976
Trade receivables
21
120,712,529
132,169,198
Other receivables
21
177,256,064
126,678,278
Restricted Cash Deposits
22a
452,489
1,863,839
Cash and cash equivalents
22
71,219,051
80,184,439
Total Current Assets
608,020,035
503,062,935
Non current assets held-for-sale
26a
17,942,051
17,942,051
Disposal Group held for sale
26b
-
-
Total Assets
1,249,065,453
1,099,200,169
EQUITY AND LIABILITIES
Share Capital
30
44,496,455
43,296,455
Share Premium account
30
145,451,671
146,651,671
Revaluation Reserve
for financial assets at fair
value
32
65,730,936
52,096,477
Reserves based on
Law 4171/61
33
50,918,719
38,676,944
Reserves based on article 48 of Law 4172/2013
(tax-exempt intra-group dividends)
34
472,715,670
253,075,574
Translation exchange differences
(4,532,912 )
(3,864,890 )
(6,868,914)
(4,960,496)
Other Reserves
31
29,394,071
25,218,062
Retained earnings
(730,445,935 )
(468,878,716 )
(494,259,643)
(258,524,033)
Total Equity
(a)
307,578,965
295,530,652
Non-controlling interest (b)
35
-
-
Total Equity (c=a+b)
307,578,965
295,530,652
Non-Current Liabilities
Debentures/Long term Loans
25
195,021,260
228,928,071
Deferred tax liabilities
18
21,950,276
15,533,262
Provisions for retirement benefits
28
2,906,070
2,715,914
Non Current Leasing Liabilities
27
41,378,673
35,635,809
Other provisions and non-current liabilities
29
194,217,629
151,318,533
Total Non-Current Liabilities
455,473,908
434,131,590
Current Liabilities
Trade and other creditors
23
387,611,265
272,785,211
Contractual liabilities
20
4,174,677
2,339,677
Income and other tax liabilities
24
12,807,503
10,470,706
Liabilities from Leases
27
20,128,550
10,864,151
Short term Loans
25
61,290,586
73,078,181
Total Current Liabilities
486,012,581
369,537,927
Disposal Group held for sale
26b
-
-
486,012,581
369,537,927
Total Liabilities (d)
941,486,489
803,669,516
Total Equity and Liabilities (c+d)
1,249,065,453
1,099,200,169
The following notes are integral part of the Financial Statements
Some items in the financial statements of the previous fiscal year have been restated to be comparable with the corresponding items of the current fiscal year.
This reclassification had no effect on equity, after tax results , and the aggregate net income after tax of the company.
AVAX S.A.
STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2023
(All amounts in Euros)
GROUP
COMPANY
112
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Turnover
1
405,174,499
361,395,637
Cost of sales
2
(416,770,292 )
(381,837,666 )
(376,484,464)
(345,975,603)
Gross profit
28,690,035
15,420,033
profit/(losses)
3
(1,575,109 )
(4,068,391)
39,328,476
Write-off of doubtful receivables & other
provisions
3a
(5,065,425 )
(6,537,221 )
(5,065,425)
(6,537,221)
Gain/ (Losses) from property fair-value
11a
19,700
19,400
Administrative expenses
4
(25,365,440 )
(27,974,426 )
(17,633,129)
(21,399,701)
Selling & Marketing expenses
5
(6,494,815 )
(12,986,223 )
(5,139,685)
(12,446,468)
Income from sub-debts
6a
9,374,912
2,902,732
Income/(Losses) from Associates/ Dividends
6b
28,106,016
57,336,305
Profit/ (Loss) before tax, financial and
investment results
34,284,034
74,623,557
Finance cost (net)
7
(20,826,605 )
(20,744,154 )
(18,780,124)
(18,648,471)
Profit/ (Loss) before tax
15,503,910
55,975,086
Tax
8
(6,660,562 )
(5,626,864 )
(6,713,203)
(5,136,316)
Profit/ (Loss) after tax from continuing
operations
8,790,707
50,838,770
Profit/ (Loss) after tax from discontinued
operations (note 26b)
-
-
Profit/ (loss) after tax from continuing and
discontinued operations
8,790,707
50,838,770
Attributable to:
Equity shareholders
8,790,707
50,838,770
Non-controlling interests
-
-
8,790,707
50,838,770
From continuing and discontinued operations
- Basic Profit/ (Loss) per share (in Euros)
0.061
0.352
From continuing operations
- Basic Profit/ (Loss) per share (in Euros)
0.061
0.352
From discontinued operations
- Basic Profit/ (Loss) per share (in Euros)
-
-
Weighted average # of shares
144,507,817
144,321,516
Proposed dividend per share (in € )*
0.03
0.07
Profit before tax, financial and investment
results, depreciation and provisions
53,272,604
89,289,335
The following notes are integral part of the Financial Statements.
COMPANY
AVAX S.A.
STATEMENT OF INCOME
FOR THE JANUARY 1st, 2023 TO DECEMBER 31st, 2023 PERIOD
(All amounts in Euros except per shares' number)
Note: The results of discontinued operations are disclosed separately and analyzed in a separate note (see note 26b), in accordance with the
requirements of IFRS 5 "Non-current assets held for sale and discontinued operations".
Basic Profit/ (Loss) per share (in Euros)
GROUP
*Dividend from the reserve according to Article 48 of Law 4172/2013, which has been calculated in previous fiscal years
113
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Profit/ (Loss) after tax for the Period
8,790,707
50,838,770
Other Comprehensive Income
Net other comprehensive income /(loss) to be
reclassified to profit or loss in subsequent periods
Exchange Differences on translating foreign operations
(668,021 )
(156,715 )
(1,908,418)
(42,895)
Cash flow hedges
(2,676,430 )
-
-
Revaluation reserves for financial assets at fair value
through other comprehensive income
13,552,073
(61,575,483)
Revaluation reserves of other assets
2,578,411
2,610,969
Other reserves
(372,065 )
-
-
Tax for other comprehensive income
(221,427 )
(940,344 )
(484,865)
(576,494)
Net other comprehensive income /(loss) not to be
reclassified to profit or loss in subsequent periods
Actuarial revaluation of liabilities for personnel
retirement
(483,448)
148,347
Tax for other comprehensive income
(25,303 )
(40,452 )
106,359
(32,636)
Total other comprehensive income from continuing &
discontinued operations net of tax
13,360,112
(59,468,191)
Total other comprehensive income from discontinued
operations net of tax
-
-
Total other comprehensive income from continuing
operations net of tax
13,360,112
(59,468,191)
Total comprehensive Income
22,150,819
(8,629,421)
Total comprehensive Income attributable to:
Equity shareholders
22,150,819
(8,629,421)
Non-controlling interests
-
-
22,150,819
(8,629,421)
The following notes are integral part of the Financial Statements.
AVAX S.A.
GROUP
(All amounts in Euros)
FOR THE JANUARY 1st, 2023 TO DECEMBER 31st, 2023 PERIOD
STATEMENT OF COMPREHENSIVE INCOME
COMPANY
114
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Operating Activities
Profit/ (Loss) before tax from continuing operations
Profit/ (Loss) before tax from discontinued operations
Profit/ (loss) before tax from continuing and discontinued
operations
15,503,910
55,975,086
Adjustments for:
Depreciation
3,645,601
3,800,971
Depreciation of rights of use
10,277,545
4,327,587
(Profit) / losses
on fair value of property
(235,810 )
(289,300 )
(19,700)
(19,400)
Provisions / Bad debts
5,065,425
6,537,221
Income from sub-debts
(6,556,647 )
(6,278,203 )
(9,374,912)
(2,902,732)
Interest income
(1,231,270 )
(2,739,030 )
(380,133)
(84,816)
Interest expense
19,160,257
18,733,286
Profit from subsidiary disposal
(39,095,335 )
-
-
Losses from participations' impairment
1,426,418
-
Losses/ (Profit) from financial instruments / dividends
(32,445,281 )
(41,875,396 )
(28,106,016)
(93,158,002)
Εxchange rate differences
(1,670,079 )
(566,203 )
(1,375,631)
(564,224)
Other non cash and cash equivalents
3,632,951
(865,067)
Change in working capital
(Increase)/decrease in inventories
(10,496,039 )
(10,109,514)
6,738,676
(Increase)/decrease in trade and other receivables
(118,127,894 )
(120,654,673)
76,055,901
Increase/(decrease) in non-banking payables
(28,481,322 )
157,705,411
15,666,935
Income taxes paid
(8,188,190 )
(5,444,371 )
(7,076,365)
(5,077,258)
Cash Flow from continuing and discontinued Operating
Activities (a)
(14,447,335 )
39,320,572
85,164,164
Cash Flow from Discontinued Operating Activities
(27,317 )
(27,503,749 )
-
-
Cash Flow from Continuing Operating Activities
39,320,572
85,164,164
Investing Activities
Purchase of tangible and intangible assets
(13,254,270 )
(4,278,011 )
(10,889,966)
(2,650,948)
Proceeds from disposal of tangible and intangible assets
1,944,940
1,144,020
Proceeds from sales of assets held for investment
-
-
Decrease / (Increase) in secondary loans (subdebt) and bond
loans
(5,071,376 )
(3,658,548)
(221,958,751)
Disposal/(Acquisition) of Participations
(2,079,400 )
(2,079,350)
225,420,710
Interest received
380,133
84,816
Income from sub-debts
8,054,578
2,902,732
Income from subsidiaries disposal (minus subsidiaries cash
and cash equivalent)
-
-
Dividends received
47,223,472
36,066,990
Cash Flow from continuing and discontinued Investing
Activities (b)
40,975,258
41,009,568
Cash Flow from Discontinued Investing Activities
(629,464 )
-
-
Cash Flow from Continuing Investing Activities
40,975,258
41,009,568
Financing Activities
Proceeds from loans(note 25a)
(48,862,083 )
(135,648,468 )
(45,694,406)
(130,990,687)
Payment for leasing liabilities
(17,153,317 )
(5,526,171 )
(15,715,400)
(4,238,804)
Interest Paid
(16,640,379 )
(19,257,000 )
(15,882,886)
(17,370,589)
Dividends paid to the shareholders of the Company
(10,102,506 )
(10,102,506)
-
Interest payment for operating leases
(4,973,459 )
(2,961,618 )
(3,277,371)
(1,362,697)
Cash Flow from continuing and discontinued Financing
Activities (c)
(97,731,744 )
(163,393,257 )
(90,672,569)
(153,962,777)
Cash Flow from Discontinued Financing Activities
(1,492,691 )
(533,898 )
-
-
Cash Flow from Continuing Financing Activities
(96,239,054 )
(162,859,359 )
(90,672,569)
(153,962,777)
(Increase)/ Decrease of restricted cash deposits from
continuing and discontinued activities
1,411,351
12,013,644
Net increase / (decrease) in cash and cash equivalents
(a)+(b)+(c)
(12,242,042 )
(19,903,369 )
(10,376,739)
(27,789,045)
Cash and cash equivalents at the beginning of the year
80,184,439
95,959,841
Cash and cash equivalent from continuing and discontinued
activities at the end of the year
71,219,051
80,184,439
Cash and cash equivalent from discontinued activities at the
end of the year
Cash and cash equivalent from continuing activities at the
end of the year
The following notes are integral part of the Financial Statements.
AVAX S.A.
CASH FLOW STATEMENT AS AT DECEMBER 31, 2023
(All amounts in Euros)
GROUP
COMPANY
115
GROUP
Annual changes in shareholder's equity for the
January 1st, 2023 to December 31st 2023 period
Share Capital
Share Premium
Revaluation reserves for
financial assets at fair
value
Reserves from
foreign profits Law
4171/61
Reserves art 48
Law 4172/2013
Translation
exchange
differences
Other Reserves
Retained earnings
Share Capital &
Reserves
Non-Controlling
Interests
Total Equity
Balance 01.01.2022-Published Data
(3,708,175 )
(449,462,743 )
Net profit for the period
Other income for the period
(156,715 )
Total comprehensive income for the period
(156,715 )
Dividends Reserves of art.48 L.4172/2013
(35,321,968 )
Reserves from foreign profits Law 4171/61
(21,187,632 )
Subsidiaries/participations disposal
(15,835,035 )
(15,835,035 )
Other movements
(149,660 )
(1,016,095 )
(1,165,755 )
(391,463 )
Balance 31.12.2022
(3,864,890 )
(468,878,716 )
Balance 01.01.2023-Published Data
(3,864,890 )
(468,878,716 )
Net profit for the period
Other income for the period
(668,021 )
(144,306 )
Total comprehensive income for the period
(668,021 )
(144,306 )
Reserves from foreign profits Law 4171/61
(12,241,775 )
Dividends Reserves of art.48 L.4172/2013
(252,794,122 )
Statutory Reserves
(3,875,358 )
(15,241 )
(15,241 )
Dividend Distribution
(10,102,506 )
(10,102,506 )
(10,102,506 )
Additions/(Disposals) of non controlling
participations
(101,090 )
(101,090 )
(101,090 )
Share Capital increase, capitalising part of Share
Premium Reserve (note 30)
(1,200,000 )
Other movements
(2,960,464 )
(2,960,464 )
(2,859,454 )
Balance 31.12.2023
(4,532,912 )
(730,445,935 )
AVAX S.A.
ANNUAL STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY AT 31st DECEMBER 2023
(All amounts in Euros)
116
COMPANY
Annual changes in shareholder's equity for the
January 1st, 2023 to December 31st 2023 period
Share Capital
Share Premium
Revaluation reserves for
financial assets at fair
value
Reserves from
foreign profits Law
4171/61
Reserves art 48
Law 4172/2013
Translation
exchange
differences
Other Reserves
Retained earnings
Total Equity
Balance 01.01.2022-Published Data
43,296,455
146,651,671
247,819,045
17,489,312
235,005,368
(4,917,601)
23,065,795
(404,249,972)
304,160,073
Net profit for the period
-
-
-
-
-
-
-
50,838,770
50,838,770
Other income for the period
-
-
(195,722,569)
-
-
(42,895)
136,297,272
-
(59,468,191)
Total comprehensive income for the period
-
-
(195,722,569)
-
-
(42,895)
136,297,272
50,838,770
(8,629,421)
Dividends Reserves of art.48 L.4172/2013
-
-
-
-
18,070,205
-
-
(18,070,205)
-
Reserves from foreign profits Law 4171/61
-
-
-
21,187,632
-
-
-
(21,187,632)
-
Other movements
-
-
-
-
-
-
(134,145,005)
134,145,005
-
Balance 31.12.2022
43,296,455
146,651,671
52,096,477
38,676,944
253,075,574
(4,960,496)
25,218,062
(258,524,033)
295,530,652
Balance 01.01.2023-Published Data
43,296,455
146,651,671
52,096,477
38,676,944
253,075,574
(4,960,496)
25,218,062
(258,524,033)
295,530,652
Net profit for the period
-
-
-
-
-
-
-
8,790,707
8,790,707
Other income for the period
-
-
13,634,459
-
-
(1,908,418)
1,634,070
-
13,360,112
Total comprehensive income for the period
-
-
13,634,459
-
-
(1,908,418)
1,634,070
8,790,707
22,150,819
Reserves from foreign profits Law 4171/61
-
-
-
12,241,775
-
-
-
(12,241,775)
-
Dividends Reserves of art.48 L.4172/2013
-
-
-
-
229,742,603
-
-
(229,742,603)
-
Dividend Distribution
-
-
-
-
(10,102,506)
-
-
-
(10,102,506)
Share Capital increase, capitalising part of Share
Premium Reserve (note 30)
1,200,000
(1,200,000)
-
-
-
-
-
-
-
Statutory Reserves
-
-
-
-
-
-
2,541,938
(2,541,938)
-
Balance 31.12.2023
44,496,455
145,451,671
65,730,936
50,918,719
472,715,670
(6,868,914)
29,394,071
(494,259,643)
307,578,965
The following notes are integral part of the Financial Statements.
117
Notes and accounting policies
A. ABOUT THE COMPANY
A.1 General Information about the Company and the Group
boasts substantial expertise spanning the entire spectrum of construction activities (infrastructure projects, civil engineering,
In 2002, AVAX S.A. merged with its subsidiaries J&P (Hellas) S.A. and ETEK S.A. and was renamed into J&P-AVAX S.A, whereas
another 100% subsidiary unit, namely ETETH S.A., merged with its own subsidiary AIXMI S.A. The new business entities which
evolved out of these mergers made use of Law 2940/2001 on contractors’ certification for public works. The Group’s leading
company AVAX S.A . was awarded a 7
th
-class public works certificate, which is the highest class available, whereas ETETH S.A.
acquired a 6
th
-class certificate. In the year 2007 Avax SA acquired the subsidiary Athena SA. which during 2018 was merged by
absorption by the Company following the submission of an optional public offer and the exercise of the squeeze-out right of the
minority shareholders of ATHENA SA.
At the beginning of 2019, the Company was renamed to
AVAX SA
again in accordance with the General Meeting of Shareholders
of the Company on 27/03/2019 and the Approval Decision No. 40094/09-04-2019 by the Ministry of Economy and Development.
A.2 Activities
Group strategy is structured around three main pillars:
•
Concessions
o
Intense presence in concession project tenders, to maintain a substantial backlog of projects and secure long-term
revenue streams.
o
Strengthening the project finance business unit and expanding our network of specialized external business partners
(design consultants, financial and insurance advisors, legal firms) to enhance the Group’s effectiveness in bidding for
concession projects and maximize the return from their operation by means of financial risk management.
•
Business Activities
o
Development along the lines of major international construction groups, diversifying revenue through expansion into
related business areas, e.g. environmental projects, facility maintenance & management, waste management,
maintenance of large infrastructure projects, as well as unrelated activities that offer satisfactory prospects, such as the
Auteco network for vehicle technical inspection.
•
Energy
o
Emphasis on industrial projects in the energy sector, for the construction of power generation and LNG plants,
specializing in EPC type projects (design and construction).
B. FINANCIAL REPORTING STANDARDS
B.1. Compliance with I.F.R.S.
AVAX S.A.’s consolidated accounts for the period running from January 1
st
, 2023 to December 31
st
, 2023 conform to the
International Financial Reporting Standards (I.F.R.S.) issued by the International Accounting Standards Board (I.A.S.B.) and the
118
interpretations issued by IASB’s International Financial Reporting Interpretation Committee (I.F.R.I.C.) which have been adopted
by the European Union.
B.2. Basis of preparation of the financial statements
cost principle as amended by adjusting specific assets and liabilities to current values except for certain financial assets and
liabilities (including derivatives), valued at fair value.
The policies listed below have been consistently applied throughout the periods presented.
The preparation of financial statements in accordance with I.F.R.S. requires the use of estimates and judgments when applying
the Company's accounting policies. Significant assumptions (C.23) by management for the application of the company's
accounting policies have been identified where appropriate.
C. BASIC ACCOUNTING PRINCIPLES
The Group consistently applies the following accounting principles in preparing the attached Financial Statements:
C.1. Consolidated financial statements (I.F.R.S. 10) and Business Combinations (I.F.R.S. 3)
Investments in Subsidiaries
All companies managed and controlled, either directly or indirectly, by another company (parent) through ownership of a
majority share in the voting rights of the company in which the investment has been made. Subsidiaries are fully consolidated
(full consolidation) with the purchase method starting on the date on which their control is assumed, and are excluded from
consolidation as soon as their control is relinquished.
Acquisitions of subsidiaries by the Group are entered according to the purchase method. Subsidiary acquisition cost is the fair
value of all assets transferred, of all shares issued and all liabilities at the acquisition date, plus any costs directly related to the
transaction. The specific assets, liabilities and contingent liabilities acquired through a business combination are accounted for
at their fair values irrespective of the percentage of participation. The acquisition cost in excess of the fair value of the acquired
net assets is entered as goodwill. Should the total acquisition cost fall short of the fair value of the acquired net assets, the
difference is directly entered in the Income Statement.
Intragroup sales, balances and un-realised profits from transactions among Group companies are omitted. Losses among Group
companies (un-realised on a Group level) are also eliminated, except when the transaction provides evidence of impairment of
the transferred asset. The accounting principles of subsidiaries have been amended for uniformity purposes relative to those
adopted by the Group.
At the Company’s balance sheet, investment in subsidiaries is stated at cost less loss from impairment, if any. IAS 36
“Impairment of Assets” requires an impairment test if there is any indication that an asset is impaired.
Investments in Associates (I.A.S. 28)
All companies which the Group may influence significantly but do not qualify for subsidiary or Joint Venture status. The Group’s
assumptions call for ownership between 20% and 50% of a company‘s voting rights to have significant influence on it.
Investments in associates are initially entered in the Company’s books at cost and subsequently consolidated using the equity
method.
119
The Group’s share into the profit or loss of associates following the acquisition is recognised into the Income Statement,
whereas the share into changes in capital reserves following the acquisition is recognised into the reserves. Accumulated
changes affect the book value of investments in associates. When the Group’s participation into the financial loss of an associate
is equal to or exceeds its participation in the associate, inclusive of provisions for bad debts, the Group does not recognise any
further losses, except when covering liabilities or making payments on behalf of the associate, or taking other actions as part of
its shareholder relationship.
Unrealised profits from transactions between the Group and its associates are omitted according to the participation of the
group into those associates. Unrealised gains are omitted, unless the transactions suggest impairment of the transferred assets.
Accounting principles of associates have been amended for uniformity purposes relative to those adopted by the Group.
Joint Arrangements (I.F.R.S. 11)
I.F.R.S. 11 focuses on the rights and obligations arising from the joint arrangements, rather than in their legal form.
A common agreement has the following basic features:
• The parties are bound by a contractual agreement
• The contractual agreement confers on two or more of the parties joint control
The IFRS classifies joint arrangements into two types—joint operations and joint ventures.
• A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators)
have rights to the assets, and obligations for the liabilities, relating to the arrangement.
• A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint venturers) have
rights to the net assets of the arrangement.
An entity determines the type of joint arrangement in which it is involved by considering its rights and obligations.
An entity assesses its rights and obligations by considering the structure and legal form of the arrangement, the contractual
terms agreed to by the parties to the arrangement and, when relevant, other facts and circumstances. Τhe factors that the
Group tests to determine that joint arrangements are under common control include the structure, legal form, contractual
arrangement and other facts and circumstances.
The IFRS requires to recognize and to account for a joint arrangement proportionate consolidation
– the party’s share of assets,
liabilities, income and expenses of a jointly controlled entity was combined line-by-line with similar items in the companies’
financial statements.
Also, the party to a joint venture shall account for the above data relating to its participation in the joint venture under the
relevant IFRS.
Group Structure:
AVAX Group consists of the following subsidiaries, which are consolidated with the full consolidation method:
Company
% of AVAX’s SA participation
Fiscal Years not tax audited
AVAX S.A., Athens
Parent
2018-2023
ΕΤΕTH S.A., Salonica
100%
2018-2023
ELVIEX Ltd, Ioannina
60%
2018-2023
AVAX DEVELOPMENT SINGLE MEMBER S.A., Athens
100%
2018-2023
120
TASK AVAX SINGLE MEMBER S.A., Athens
100%
2018-2023
CONCURRENT REAL INVESTMENΤS SRL, Romania
95.24%
2005-2023
SC BUPRA DEVELOPMENT SRL, Romania
99.93%
2005-2023
AVAX IKTEO S.A., Athens
94%
2018-2023
SC FAETHON DEVELOPMENTS SRL, Romania
100%
2006-2023
AVAX CONCESSIONS SINGLE MEMBER S.A, Athens
100%
2018-2023
ATHENS MARINA S.A., Athens
99.92%
2018-2023
AVAX INTERNATIONAL LTD, Cyprus
100%
2018-2023
AVAX MIDDLE EAST LTD, Cyprus
100%
2019-2023
GAS AND POWER TECH DMCC, United Arab
Emirates
100%
2019-2023
ABU DHABI J&PP LLC (under liquidation), Abu Dhabi
49%
2019-2023
AVAX (CYPRUS) LTD, Cyprus
100%
2020-2023
CONSPEL CYPRUS, Cyprus
100%
2019-2023
GLAVIAM HELLAS SINGLE MEMBERED COMPANY
LTD
100%
2018-2023
ATHENA LIBYA COMPANY, Libya
65%
-
ATHENA CONCESSIONS S.A., Athens
99%
2019-2023
ERGONET S.A., Athens
51.52%
2018-2023
P.S.M. SUPPLIERS LTD, Libya
100%
2019-2023
IXION ENERGY S.A., Athens
100%
2018-2023
MONDO TRAVEL S.A., Athens (
99.99%
2018-2023
Discontinued Operations
VOLTERRA S.A., Athens
100%
2018-2023
During the year, MONDO TRAVEL S.A., has been liquidated.
For the fiscal years 2015 until 2022 the parent Company and its subsidiaries that are tax audited in Greece have been subjected
to tax auditing from an auditor in accordance with article 65A para 1 of Law 4174/2013 and have received a “Tax Compliance
Certification” with an unqualified opinion. It should also be noted that for fiscal years 2016 onwards, tax audit and issuance of a
Certificate of Tax Compliance by the statutory auditors are optional. The Group and the Company have opted for continued
audit by the statutory auditors.
121
The Large Corporation Tax Bureau has carried out tax audits up to the fiscal year 2016, while for the fiscal years 2017 and 2021
the tax audit is ongoing.
For the fiscal year 2023, the parent Company and its subsidiaries that are tax audited in Greece have been subjected to tax
auditing from an auditor in accordance with article 65A para 1 of Law 4174/2013 as it is amended and still in force . This control
is in progress and the related tax certificate is projected to be provided after the publication of the financial statements of 2023.
The Group’s management believes that upon completion of the tax audit no additional tax liabilities will be occur that will have
substantial impact beyond those recognized and reported in the financial statements
.
The Group consolidates the following associates using the equity method:
5Ν S.A., Athens
45.00%
ATHENS CAR PARKS S.A.,
Athens
28.99%
ATTICA DIODIA S.A., Athens
34.22%
ATTIKI ODOS S.A., Athens
34.21%
POLISPARK S.A., Athens
33.00%
CYCLADES ENERGY CENTER S.A., Athens
45.00%
SALONICA PARK S.A., Athens
24.70%
AEGEAN MOTORWAY S.A., Larissa
23.61%
KEDRINOS LOFOS S.A., Athens
50.00%
KEDRINOS LOFOS OPERATION S.A., Athens
50.00%
PIRAEUS ST. NICOLAS CAR PARK S.A., Athens
54.79%
MARINA LIMASSOL S.A., Limassol
33.50%
METROPOLITAN ATHENS PARK S.A., Athens
25.70%
STARWARE ENTERPRISES LTD, Cyprus
50.51%
VIOENERGEIA S.A., Greece
45.00%
ILIA WASTE MANAGEMENT PPP, Greece
50.00%
ILIA WASTE MANAGEMENT OPERATION, Greece
50.00%
Joint arrangements (construction consortia or companies) which the parent Company or its subsidiaries participate in, are
consolidated with the method of proportional consolidations in the financial statements of the parent Company, or its
subsidiaries respectively. The total participations in joint arrangements (construction consortia) are as follows:
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1.
J/V APION KLEOS (ELEFSINA-PATRA & PATRA-PYRGOS), Elefsina
35.70%
2.
J/V CONSTRUCTION MALIAKOS – KLEIDI, Larissa
20.70%
3.
J/V AKTOR – AVAX OTE NETWORKS, Athens
50.00%
4.
J/V AKTOR – AVAX, Athens (Maintenance of National Natural Gas
Network), Athens
50.00%
5.
J/V AVAX – GHELLA SpA, (Metro Line 3), Piraeus
60.00%
6.
J/V AKTOR SA – AVAX SA., Athens (New Maintenance of Attiki Odos)
34.22%
7.
J/V AKTOR SA – AVAX SA – TERNA SA, Athens (Tithorea-Domokos-
Sub Project D, Bridge)
31.00%
8.
J/V AKTOR SA – AVAX SA (Construction of Gas Networks), Athens
50.00%
9.
J/V AKTOR SA – AVAX SA (Attica Gas Networks & Pipelines), Athens
60.00%
10.
J/V AVAX SA – AKTOR (“MACEDONIA” AIRPORT), Thessaloniki
70.00%
11.
J/V AVAX SA – AKTOR SA (Gas Projects, PUBLIC GAS NETWORK
OPERATION), Athens
50.00%
12.
J/V AVAX SA. - GHELLA S.p.A. (SUBWAY Line 4), Athens
99.99%
13.
J/V AKTOR SA – AVAX SA – ERGOTEM (D-6684), Psitallia
40.00%
14.
J/V AKTOR CONCESSIONS SA – AVAX SA (Toll Station Operation &
Support Services of "EGNATIAS ODOS SA"), Egnatia Odos
35.00%
15.
J/V AVAX SA – MYTILINEOS SA (Upgrading Eastern Ring Road
Thessaloniki-FLYOVER), Thessaloniki
50.00%
16.
J/V MESOGEIOS SA – AVAX SA (Landfill Site Construction of Ilia
Regional Unity)
50.00%
17.
J/V RIZZANI-AVAX (EARLY CONTRACTOR INVOLVEMENT (ECI) FOR
VOULIAGMENIS MALL COMPLEX (VMC))
40.00%
18.
J/V AVAX SA – ETETH SA (CONTSRUCTION OF HOSPITALS KOMOTINI,
THESSALONIKI, SPARTI (SNF))
100.00%
19.
J/V QUEEN ALIA AIRPORT, Jordan
50.00%
20.
BONATTI J&P-AVAX Srl, Italy
45.00%
21.
J&P AND J&P AVAX J/V – QATAR BUILDING, Cyprus
45.00%
22.
AVAX-J&P LTD-CYBARCO MARINA LIMASSOL J/V, Cyprus
55.00%
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23.
AVAX SA – TERNA J/V MEDITERRANEAN CITY OF DREAMS
60.00%
24.
J/V TSO-ARCHIRODON
- ERGONET (indirect participation),
Alexandroupoli
22.95%
25.
J/V ARCHIRODON – ERGONET (indirect participation),
Alexandroupoli
25.50%
26.
J/V D.SIRDARIS & CO – ERGONET (indirect participation), Athens
15.30%
27.
J/V PROET SA – ERGONET SA (indirect participation), Chania
25.50%
28.
J/V ERGONET SA – PROET SA (indirect participation), Kos
25.50%
29.
J/V EURARCO SA – ERGONET SA (SPERCHEIOS) (indirect
participation), Larisa
7.65%
30.
J/V IOS SINGLE MEMBER SA - TASK AVAX SINGLE MEMBER SA
(Cleaning of Refugee and Immigrant Structures), (indirect
participation)
80.00%
31.
J/V AKTOR ATE – ETETH SINGLE MEMBER SA (Toll Station Operation
& Support Services of "EGNATIAS ODOS SA"), (indirect
participation), Thessaloniki
35.00%
The following Joint Arrangements are not included in current period’s financial statements in comparison with those of previous
one because the projects are now completed:
1.
J/V AKTOR SA – AVAX SA., Achaia (Panagopoula)
33.91%
2.
J/V AKTOR SA – AVAX SA – TERNA SA, Athens (Tithorea-Domokos
Concessionaire), Lamia
33.33%
3.
J/V AKTOR SA – AVAX SA (D-1618), Psitallia
30.00%
4.
J/V AVAX SA – MESOGEIOS SA (ILIA WASTE TREATMENT), Ilia
50.00%
5.
J/V AVAX SA – INTRAKAT SA – MYTILINEOS SA – TERNA SA
(Construction of an artificial barrier of the border line of Evros),
Evros
25.00%
6.
J/V
J&P AVAX S.A – J&P Ltd (Vassilikos III), Cyprus
75.00%
C.2a. Property, Plant & Equipment (I.A.S. 16)
Group Management has utilised the basic valuation method (at acquisition cost, less accumulated amortisation and
impairments), as per IAS 16, for classifying operating fixed assets (Technical Equipment, Vehicles, Furniture and other
Equipment).
The revaluation method was chosen by management for classifying land and fixtures.
Revaluation Mode
l
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Upon recognition as an asset, a fixed asset whose fair value may be estimated reliably may be revalued, to reflect the fair value
at recognition date less any subsequent accumulated impairment of value.
The fair value of land and buildings is usually appraised by auditor-valuators. The fair value of equipment and fixtures is usually
their acquisition price.
When tangible fixed assets are revalued, the entire class of similar assets should be revalued. When the book value of a fixed
asset increases as a result of revaluation, the increase is credited directly into the Equity as a Revaluation Surplus. Increases in
value due to revaluation will be recognised through the Income Statement to the extend it reverses an earlier impairment of the
same asset, charged in the Income Statement.
Should the book value of an asset be reduced as a result of a revaluation, the decrease in value should be charged in the Income
Statement. If a revaluation surplus for that asset exists in Equity, the decrease will be charged directly into Equity up to the value
of that surplus. Revaluation surpluses in Equity are transferred to Retained Earnings as soon as the fixed assets are sold or
derecognized. Tax effects on the revaluation of tangible fixed assets are recognised and disclosed according to IAS 12 Income
Tax. The initial implementation of a tangible fixed asset revaluation policy is treated as a revaluation according to IAS 16, not IAS
8.
While applying I.A.S. 36 (on Impairment of Assets), on each reference date, Group management effectively estimates whether
its asset base shows signs of impairment, comparing the residual value for each asset against its book value.
Subsequent expenditure on fixed assets already appearing on the Company’s books are added to that asset’s book value only if
they increase its future economic benefits. All expenditure (maintenance, survey etc.) for assets not increasing their future
economic benefits are realised as expenses in the financial period incurred.
Expenditures incurred for a major repair or survey of a fixed asset are realised as expenses in the financial period in which they
are incurred, except when increasing the future economic benefits of the fixed asset, in which case they are added to the book
value of the asset.
Depreciation of tangible fixed assets (excluding land which is not depreciated) is calculated on a straight-line basis according to
their useful lives. The main depreciation rates are as follows:
Operating Property
(buildings)
3%
Machinery
5.3% - 20%
Vehicles
7.5% - 20%
Other equipment
15% - 20%
Residual values and useful lives of tangible fixed assets are subject to revision on balance sheet date. When the book value of
fixed tangibles exceeds their recoverable value, the difference (impairment loss) is directly charged as an expense item in the
Income Statement.
When disposing of tangible fixed assets, the difference between the revenue from the sale and the book value of the assets is
realised as profit or loss in the Income Statement.
Own-produced fixed tangibles constitute an addition to the acquisition cost of the assets in the form of direct cost of personnel
participating in their production (including related employer’s social security contributions), cost of materials and other general
expenses.
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C.2b. Investment Property (IAS 40)
For investment property, management has opted to apply the method of revaluation (fair values), based on IAS 40.
Management believes that the use of fair values in appraising investment property provides reliable and more pertinent
information, because it is based on updated prices.
C.3. Intangible Assets (I.A.S. 38)
Only expenses meeting the criteria of I.A.S. 38.18 are capitalized, such as expenses for computer software and licenses.
Intangible assets includes computer licenses.
C.4. Impairment of Assets (I.A.S. 36)
i) Goodwill
Goodwill represents the additional price paid by the Group for the acquisition of new subsidiaries, joint ventures, and associates.
It arises from the comparison of the price paid for the acquisition of a new company with the proportion of the group share to
the fair value of the net assets, during the acquisition date. The arisen goodwill from the acquisition of the new subsidiaries and
joint ventures is recognized to intangible assets. Every year impairment test for the goodwill is conducted, which decreases the
original amount as it is recognized in the balance sheet. During the calculation of profit or loss arisen from participation disposal,
the relevant (if any) goodwill is taken under consideration of the disposed company.
For an easier processing of impairment tests, goodwill is allocated to Cash Generating Units (CGU’s). The CGU is the smallest
identifiable unit of assets which creates independent cash flows and represents the level at which the Group collects and
presents the financial data for reasons of internal information. The impairment for the goodwill, is determined from the
calculation of the recoverable amount of the CGU’s with which the goodwill is connected. Impairment loss which is related with
goodwill cannot be reversed in future periods. The Group conducts the annual test for goodwill impairment at 31 December of
each accounting period.
In case that the fair value of net assets of a company during the acquisition date is higher than the price paid for the acquisition,
negative goodwill is recognized (income), which goes directly in the Income Statement.
ii) Other Assets
Intangible assets with an infinite useful life are not depreciated and are subject to annual review for impairment, whenever
events take place showing their book value is not recoverable. Assets being depreciated are subject to review of their value
impairment when there are indications that their book value shall not be recovered.
Net Selling Price (NSP) is the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable
willing parties, less the costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from
the continuing use of an asset and from its disposal at the end of its useful life. At each balance sheet date, management assess
whether there is an indication of impairment as required by I.A.S. 36, requiring that the book value of assets does not exceed
their recoverable amount. Recoverable amount is the highest between Net Selling Price and Value in Use.
This evaluation also takes into account all available information, either from internal or external sources. Impairment review is
applied on all assets except for inventories, construction contracts, deferred tax receivables, financial assets falling under I.F.R.S.
9, investment property and non-current assets classified as being held for disposal.
Impairment losses are charged in the Income Statement.
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On Balance Sheet date, inventories are valued at the lowest between cost and Net Realisable Value (NRV). NRV is the estimated
selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make
the sale. Inventory cost does not include financial expenses.
C.6. Financial Instruments: Presentation (I.A.S. 32)
The principles in this Standard complement the principles for recognising and measuring financial assets and financial liabilities
in IFRS 9 Financial Instruments.
This Standard is concerned with the classification of financial instruments into financial assets, financial liabilities and equity
instruments, as well as the classification of related interest, dividends, losses and gains, and the circumstances in which financial
assets and financial liabilities should be offset.
A
financial instrument
is any contract that simultaneously gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Participatory security
is any contract that proves a right to the remaining balance, if from the assets of an entity are deducted its
liabilities.
Fair value
defined the price that somebody would receive for the sale of an asset or that somebody would pay for the transfer of
an obligation to a normal transaction between market participants at the date of measurement.
C.7.
Financial Instruments: Disclosures (I.F.R.S. 7)
I.F.R.S. 7 refers to all risks arising from all financial instruments, except those instruments specifically excluded (e.g. interests in
subsidiaries, associates and joint ventures, etc.). The objective of the disclosures is to provide an overview of the Group’s use of
financial instruments and its exposure to risks they create. The extent of the disclosure required depends on the extent of the
Company’s use of financial instruments and its exposure to risk.
C.8. Provisions, Contingent Liabilities and Contingent Assets (I.A.S. 37)
Provisions are recognized when the Group faces legal or substantiated liabilities resulting from past events, their settlement may
result in an outflow of resources and the amount of the liability can be reliably estimated. Provisions are reviewed on Balance
Sheet date and adjusted to reflect the present value of the expense estimated for settling the liability. Contingent liabilities are
not recognized in the financial statements but nevertheless are disclosed in the accompanying notes, except when the
probability of an outflow of resources is minimal. Contingent assets are not recognized in the financial statements, but are
disclosed in the notes, provided an inflow of economic benefits is probable.
C.9. Accounting for Government Grants and disclosure of Government Assistance (I.A.S. 20)
The Group recognizes government grants (subsidies) only when there is reasonable assurance that:
a)
the enterprise will comply with any conditions attached to the grants,
b)
the grant is likely to be received.
Subsidies are entered in the company’s books at their fair value and recognized on a consistent basis as revenue, in accordance
with the principle of matching the receipts of subsidies with the related expenses.
Subsidies on assets are included in long-term liabilities as deferred income and recognized on a consistent basis as revenues
over the expected useful life of the assets.
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C.10. The effects of changes in Foreign Exchange Rates (I.A.S. 21)
The financial statements of all Group companies are prepared using the currency of the economic area which the Group mainly
operates in (operating currency). Consolidated financial reports are denominated in euros, the operating and presentation
currency of the parent Company and its subsidiaries.
Transactions in foreign currency are converted in the operating currency according to the going foreign exchange rates on the
date on which transactions take place.
Profit and losses from foreign exchange differences arising from settlement of transactions in foreign currency during the
financial reporting period and the conversion of monetary items denominated in foreign currency according to the going
exchange rates on balance sheet date are recognised in the Income Statement. Foreign exchange adjustments for non-monetary
items valued at fair value are considered part of the fair value and are therefore treated as differences in fair value.
C.11. Earnings per share (I.A.S. 33)
Expenses incurred due to the issue of new shares appear below the deduction of related income tax, reducing the net proceeds
from the issue. Expenses incurred due to the issue of new shares to finance the acquisition of another company are included in
the target company’s total acquisition cost.
C.12. Dividend Distribution (I.A.S. 10)
Dividend distribution to the parent's shareholders is recognized as a liability in the consolidated financial statements at the date
that the distribution is approved by the General Meeting of Shareholders.
C.13. Income Taxes & Deferred Tax (I.A.S. 12)
Income tax expenses appearing in the Income Statement include both tax for the period and deferred tax, which correspond to
tax charges or tax returns arising from benefits realized within the reporting period in question but booked by the tax authorities
in earlier or later reporting periods. Income tax is recognized in the Income Statement for the reporting period, except for tax
relating to transactions directly charged against shareholders’ funds; in that case, income tax is similarly charged directly against
shareholders’ funds.
Current income tax includes short-term liabilities and/or receivables from the tax authorities related to payable tax on the
taxable income of the reporting period, as well as any additional income tax from earlier reporting periods.
Current tax is calculated according to the tax rates and fiscal legislation applied on each reporting period involved, based on the
taxable income for the year. All changes in short-term tax items listed on either side of the balance sheet are recognized as part
of the tax expense in the Income Statement.
Deferred income tax is calculated by means of the liability arising from the temporary difference between book value and the
tax base of asset and liabilities. No deferred income tax is entered when arising from the initial recognition of assets or liabilities
in a transaction, excluding corporate mergers, which did not affect the reported or taxable profit / loss at that time.
Deferred tax income and liabilities are valued according to the tax rates expected to apply in the reporting period in which the
receipt or payment will be settled, taking into account the tax rates (and fiscal laws) introduced or in effect until the reporting
date. The tax rate in effect on the day following the reporting date is used whenever the timing of reversal of temporary
differences cannot be accurately determined.
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Deferred tax receivables are recognized to the extent in which taxable profits will arise in the future while making use of the
temporary difference which gives rise to the deferred tax receivable.
Deferred income tax is recognized for the temporary differences arising from investments in subsidiaries and affiliates, excluding
those cases where de-recognition of temporary differences is controlled by the Group and temporary differences are not
expected to be derecognized in the foreseeable future.
Most changes in deferred tax receivables or liabilities are recognised as tax expenses in the Income Statement. Only changes in
assets or liabilities affecting temporary differences (e.g. asset revaluations) which are recognized directly against the Group’s
shareholders’ funds do result in changes in deferred tax receivables or liabilities being charged against the relevant revaluation
reserve.
C.14. Personnel Benefits (I.A.S. 19)
Short-term benefits:
Short-term benefits to personnel (excluding termination benefits) in money and in kind are recognized as an expense when
deemed payable. Portions of the benefit yet unpaid are classified as a liability, whereas if the amount already paid exceeds the
benefit then the company recognizes the excess amount as an asset (prepaid expenses) only to the extent to which the
prepayment will result in a reduction in future payments or to a fund return.
Retirement benefits:
Benefits at retirement from service include a defined contribution plan as well as a defined benefit plan.
Defined Contribution Plan:
According to the plan, the company’s legal liability is limited to the amount agreed for contribution to the institution (social
security fund) managing employer contributions and handing out benefits (pensions, medical plans etc).
The accrued cost of defined contribution plans is classified as an expense in the corresponding financial reporting period.
Defined Benefit Plan:
The Company has legal liability for personnel benefits due to lay-offs ahead of retirement date or benefits upon retirement from
service, in accordance with pertinent legislation.
The Projected Unit Credit Method is used to calculate the present value of defined benefit obligations, the related current cost
of services and the cost of services rendered which is the accrued services method, according to which benefits are paid at the
financial periods in which the retirement benefit liability is founded. Liabilities arise while employees provide services qualifying
for retirement benefits.
The Projected Unit Credit Method therefore requires that benefits are paid in both the current reporting period (to calculate the
current cost of services) and in the current and past reporting periods (to calculate the present value of defined benefit
obligations).
Despite the fact that remaining in service with the Company is a prerequisite for receiving benefits (ie benefits cannot be taken
for granted by employees), liabilities are calculated using actuarial methods as follows:
Demographic Assumptions: Personnel Turnover (Staff Resignations / Staff Lay-offs), and
Financial Assumptions: discount rate, future salary levels (calculated using government bond yield of equal maturities) and
estimated future changes in state benefits affecting payable benefits.
The Group has not formally or unofficially activated any special benefit program for its employees, which program is committed
to benefits in case of departure of employees. The only program that is valid and has been activated in the past is the
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contractual obligation to provide a lump sum according to 40% of the scale (based on the current legislation l.2112 / 20, l.3198 /
55 and l.4093 / 12).
Also, the Company is not bound, neither legally nor presumably, by the provision of labor law (paragraph (a) of article 8 of law
3198/55), on compensation of employees who leave voluntarily after completing 15 years of service. The company also intends
to maintain the aforementioned "non-commitment" regime towards employees in the future.
C.15. Leases (I.F.R.S. 16)
Leases are recognized in the Statement of Financial Position as a right to use an asset and a lease obligation on the date that the
leased asset becomes available for use. Each lease is divided between the lease liability and the interest, which is charged to the
results throughout the term of the lease, in order to obtain a fixed interest rate on the balance of the financial liability in each
period.
Subsequent measurement
Subsequent measurement of right of use asset
After the lease date commencement, the Group measures the right to use the asset in the cost model: (a) less any accumulated
depreciation and impairment losses, and (b) adjusted for any subsequent lease measurement, applies the requirements of IAS
16 regarding the depreciation of the right to use an asset, which it examines for impairment.
Subsequent measurement of the lease liability
Following the effective date of the lease period, the Group measures the lease liability as follows: (a) increasing the carrying
amount to reflect the financial cost of the lease; (b) reducing the carrying amount to reflect the lease, and (c) remeasuring the
carrying amount to reflect any revaluation or modification of the lease. The financial cost of a lease liability is allocated during
the lease period in such a way as to give a fixed periodic rate of interest on the outstanding balance of the liability. After the
effective date of the lease period, the Group recognizes profit or loss (unless costs are included in the carrying amount of
another asset for which other relevant Standards are applied) and the following two elements: (a) the financial cost of the lease
obligation; and (b) variable lease payments that are not included in the measurement of the lease liability during the period in
which the event that triggers those payments is made.
Sale and Leaseback
According to IFRS 16, the treatment of a sale and leaseback transaction depends on whether the transaction constitutes a sale of
the asset in accordance with IFRS 15 "Revenues from contracts with customers".
If the transaction constitutes a sale of the asset in accordance with IFRS 15, then:
•
The company as a lessee recognizes a profit or loss from the transaction in proportion to the rights transferred to the
buyer,
•
The company as a lessor applies the lessor's accounting based on the provisions of IFRS 16
If the fair value of the sale price of the asset is not equal to the fair value of the asset, then the company should make the
following adjustments:
•
Any price lower than the market is considered as an advance on future lease payments
•
Any price higher than the market is considered as additional financing from the buyer - lessee to the seller - lessor.
C.16. Borrowing Cost
(I.A.S. 23)
Borrowing cost refers to interest charged on debt, as well as other expenses incurred by the company in securing that debt.
130
Included in borrowing costs are:
- Interest expenses on short-term and long-term bank loans, as well as overdraft interest charges
- Amortisation of par discount arising from bond loan issues
- Amortisation of additional expenses incurred in securing a loan
- Financial expenses from leases, as defined in I.F.R.S. 16
- Foreign exchange adjustments, to the extent that they constitute a financial expense
Borrowing costs that can be allocated directly in acquisition, construction or production of an asset which fulfils the
requirements should be capitalized.
C.17. Operating Segments (I.F.R.S. 8)
The Group recognizes the sectors of constructions, concessions, energy and other activities as its primary business operating
segments. It also recognizes Greece and international markets as its secondary operating geographic segments. Those operating
segments are used by Management for internal purposes and strategic decisions are taken on the basis of the adjusted
operating results of each segment, which are used to measure their performance.
C.18. Related Party Disclosures (I.A.S. 24)
Related party disclosures are governed by I.A.S. 24 and refer to transactions between a company reporting its financial
statements and other related parties. The main issue is the economic substance of transactions, as opposed to their legal form.
A company is considered a related party to a reporting company if:
a)
It is directly or indirectly via intermediaries in control, or controlled by or under joint control of the reporting company
b)
It controls an equity stake in the reporting company which grants substantial control, or joint control of the reporting
company
c)
It is an associate, as defined in IAS 28
d)
It is a joint venture, as defined in IFRS 11
e)
It is a key member of the top management team (Board of Directors) of the reporting company or its parent firm
f)
It is closely related family-wise to any person matching the first and fourth case noted above
g)
It is a company controlled (or under joint control or under substantial influence) by a person matching the fourth and
fifth case noted above
h)
It is has an employee defined benefit plan in place, where those eligible for receiving the benefits are either the
reporting company or the employees of the reporting company
Related party transaction is any transfer of resources, services or liabilities between related parties, irrespective of the payment
of a price in return.
C.19. Revenue from contracts with customers (I.F.R.S. 15)
The standard establishes a five-step model for determining revenue from customer contracts:
1. Identify the contract with the client.
2. Determination of enforcement obligations.
3. Determination of the transaction price.
4. Allocation of the transaction price to the contractual obligations.
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5. Recognition of revenue when or when an entity fulfills its obligation to execute.
In accordance with IFRS 15, revenue is recognized at the amount that an entity expects to be entitled to in return for the
transfer of goods or services to a customer. The standard also specifies the accounting for the additional costs of obtaining a
contract and the direct costs required to complete the contract.
Revenue is the amount that an entity expects to be entitled to in return for the goods or services it has transferred to a
customer, excluding amounts collected on behalf of third parties (value added tax, other sales taxes). Variable amounts are
included in the price and are calculated either by the "expected value" method or the "most probable amount" method.
An entity recognizes revenue when (or as it) satisfies a contractual obligation by transferring the goods or services promised to
the customer. The customer acquires control of the good or service if he is able to direct the use and derive substantially all the
financial benefits from that good or service. The control is transferred over a period or at a specific time.
Revenue from the sale of goods is recognized when control of the good is transferred to the customer, usually upon delivery,
and there is no unfulfilled obligation that could affect the customer's acceptance of the good.
Revenue from the provision of services is recognized in the accounting period in which the services are provided and measured
according to the nature of the services provided, using either out put methods or in put methods.
A customer's receivable is recognized when there is an unconditional right for the entity to receive the consideration for the
contractual obligations to the customer. A contractual asset is recognized when the Group and the Company have satisfied its
obligations to the customer before the customer pays or the payment becomes due, for example when the goods or services
are transferred to the customer prior to the Group's right to invoicing.
A contractual liability is recognized when the Company and the Group receive a payment from the customer (prepayment) or
when they retain a right that is unconditional (deferred income) before the performance of the contract obligations and the
transfer of the goods or services. The contractual liability is derecognised when the obligations of the contract are executed and
the income is recorded in the income statement.
The Group is active in the fields of Construction, Concessions, and Real Estate Investments. In the context of assessing the
impact of applying IFRS. 15, the Group divided its revenues into revenues from construction and maintenance contracts,
revenues from the sale of goods, and other income.
Revenue from construction contracts and maintenance contracts
Contracts with customers of this category concern the construction or maintenance of public projects
and private projects in
Greece and abroad.
Each construction contract contains a single performance obligation for the contractor. Even in the cases of contracts that
contain both the design and construction of a project, in substance the contractor’s obligation is to deliver one project, the
goods and services of which form individual components.
Contract revenue will continue to be accounted for over the time of the contract by using an estimation method similar to the
percentage of completion method. The completion stage is measured on the basis of the contractual costs incurred up to the
balance sheet date in relation to the total estimated cost of construction of each project.
IFRS 15 states that any variable consideration, i.e. claims for delay/acceleration costs, reward bonus, additional work, should
only be recognized as revenue if it is highly probable that a significant reversal in the amount of the cumulative revenue
recognized will not occur in the future. In making this assessment, Management has to consider past experience adjusted to the
circumstances of the existing contracts. Additional claims and variation orders are included in contract revenue when it is
probable that they will be approved by the customer and the amount of revenue can be reliably measured
.
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Costs of Projects: Project costs include the following:
- Costs directly linked to this project,
- Costs attributable to the specific project and attributable to the project,
- Other costs charged to that particular customer in accordance with the terms of the contract.
In the second case, general construction costs are also included. These costs are allocated on an ongoing basis using reasonable
methods and bases that are consistently applied to all expenses with similar characteristics.
Indirect project costs include costs such as the preparation and processing of the payroll of construction sites, bank costs
directly related to the projects.
Costs that are not attributed or allocated to a project include sales expenses, research and development costs, general
administrative expenses and depreciation of machinery inactivity, which are not occupied in the specific project.
There are also contracts with clients for the maintenance of construction projects. Recognition of the revenue from these
contracts is made during the contract using the percentage cost-based approach.
C.20. Financial Instruments (I.F.R.S. 9)
Under I.F.R.S. 9, financial instruments are measured and classified at either fair value (fair value through profit or loss or fair
value through other comprehensive income) or amortized cost.
The classification is based on two criteria:
a) the business model for managing the assets and
b) whether the instruments’ contractual cash flows represent “solely payments of principal and interest” on the principal
amount outstanding (the ‘SPPI criterion’).
The classification of equity instruments is based on the business model for managing the investments concerned.
The Group and the Company measure financial assets initially at their fair value by adding transaction costs, and if a financial
asset is not measured at its fair value, it will be measured through profit or loss. Trade receivables are initially measured at the
transaction price.
Impairment
The Group and the Company recognize impairment provisions for expected credit losses for all financial assets. Expected credit
losses are based on the difference between the contractual cash flows and all cash flows that the Group and the Company
expects to receive. The difference is discounted using an estimate of the original effective interest rate of the financial asset. For
contractual assets, trade receivables and leases, the Group and the Company have applied the simplified approach to the
standard and have calculated the expected credit losses on the basis of the expected credit losses over the life of those assets.
Risk Hedging
The IFRS 9 enables entities to continue to apply the requirements of IAS 39 for hedge accounting. The Group and the Company
have chosen to continue to apply IAS 39 for the existing hedging relationship at the date of first application. Therefore, they will
continue to apply their present hedge accounting policy, although they will consider initiating the hedge accounting in
accordance with IFRS 9 requirements when a new hedging relationship arises.
133
Classification & measurement
A. Financial assets at amortized cost
Financial assets will be measured at amortized cost if they are held within a business model for the purpose of holding and
collecting the contractual cash flows that meet the SPPI criterion. Interest income of these items is included in financial income
and is recognized using the effective interest rate. Any gain or loss resulting from the write-off is recognized immediately in the
income statement.
Financial assets classified in this category mainly include the following assets:
Trade and other receivables
Trade receivables are initially recognized at their fair value and are subsequently measured at amortized cost using the effective
interest method, unless the result of the discount is not material, less any impairment loss. Trade and other receivables also
include foreign exchange and receivables.
B.
Financial assets at fair value through other comprehensive income
Debt Securities
This category includes investments in Subordinated Debt, in concessions in the Group and the Company, which will be measured
at fair value through the statement of other comprehensive income if they are held as part of a business model whose objective
both the collection of cash flows and the sale of financial assets, and these contractual cash flows relate exclusively to capital
and interest payments. Changes in fair value are recognized in the statement of comprehensive income and upon their
recognition the accumulated profits or losses will be recycled to the income statement.
According to I.A.S. 32 «Financial Instruments: Presentation», when a financial instrument includes a contractual commitment to
deliver cash or other financial asset to another entity, then the financial instrument is classified as a debt security.
Furthermore, according to I.A.S. 32, there is the possibility of reclassifying a financial instrument from a participatory to debt
security due to changes in the substantive terms of the contract without changing the contractual terms.
Participatory Securities
This category includes equity investments mainly in concession companies that the Group and the Company intends to hold in
the foreseeable future and have decided to classify them in their initial recognition or transfer to the IFRS 9. Dividends from such
investments continue to be recognized in the income statement unless they represent a recovery of part of the cost of the
investment. Changes in fair value are recognized in the statement of comprehensive income and, upon their recognition,
accrued gains or losses will not be recycled to the income statement.
C.
Financial assets at fair value through profit and loss
In all other cases, the financial assets will be measured at fair value through profit or loss. Financial assets measured at fair value
through profit or loss are initially recognized at fair value and transaction costs are recognized in profit or loss in the period in
which they arise. Realized and unrealized gains or losses arising from changes in the fair value of financial assets measured at
fair value through profit or loss are recognized in profit or loss in the period in which they arise.
The Group and the Company do not have any assets in this category, however maintains the right, in the event of a change in
the business model, to reclassify financial assets from the category of amortized cost to the category of fair value through profit
and loss. In this case, any profit or loss resulting from the difference between the previous amortized cost of the financial asset
and the fair value is recognized in profit and loss (according to I.F.R.S. 9)
134
Furthermore, the Group and the Company maintains the right, in the event of a change in the business model, to reclassify
financial assets from the category of fair value through other comprehensive income to the category of fair value through profit
and loss. In this case, the cumulative gain or loss previously recognized in the other comprehensive income is reclassified from
equity to profit and loss as adjusted from reclassification (according to IAS 1 and IFRS 9) on the date of reclassification.
C.21 Restricted Cash Deposits
Restricted cash are cash equivalents not readily available for use. These cash equivalents may not be used by the Group until a
certain point in time or an event is reached or occurs in the future. In the cases where restricted cash is expected to be used
within one year from the date of the statement of financial position, these are classified as a short-term asset. However, if they
are not expected to be used within one year from the date of the statement of financial position, they are classified as a long-
term asset.
C.22 Non-current assets held for sale & discontinued operations (I.F.R.S. 5)
The Group classifies a non-current asset or a disposal group (assets and liabilities that will be transferred to a single transaction)
as held for sale, if their value is expected to be recovered primarily through sale and not through their use.
The basic conditions for classifying a non-current asset or a disposal group as held for sale, are the asset or group to be available
for immediate sale in their present condition, and the completion of the sale depends only from conditions that are common
and typical for the sale of such items and the sale should be very likely.
In order for a sale to be considered very likely, it must be:
1.
management has committed itself to the sale,
2.
has started an active program to find a buyer and complete the program,
3.
the non-current asset must be marketed for sale at a reasonable price in relation to the present fair value,
4.
its sale must be considered complete within 12 months from the date of its classification as held for sale.
Assets held for sale and disposal groups are measured at the lowest value between the book value and the fair value deducted
the sale expenses. Also profit or loss from the sale of these items are recognized in the statement of income.
Immediately before the initial classification of the asset or the disposal group as held for sale, the asset (or all assets and
liabilities included in the group) are valued on the basis of the applicable IFRS.
Non-current assets (or disposal groups), that classified as held for sale are valued (after the initial classification as above) at the
lowest value between the value that appears to the financial statements and their fair value, reduced the direct selling
expenses, and the resulting impairment losses are recorded in the statement of income. Any possible increase in the fair value
in a subsequent valuation is recorded in the statement of income but not for an amount greater than the initial impairment loss.
From the date on which a non-current asset (or non-current assets which included in a disposal group) is classified as held for
sale, depreciation on such items is not considered.
[See note 26b Disposal Group Held for Sale]
C.23 Significant accounting estimates and judgments
The preparation of the financial statements requires management to make estimations and judgments that affect the reported
disclosures. On an ongoing basis, management evaluates its estimates, the most important of which are presented below.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. These management’s estimation and
assumptions form the bases for making judgments about the carrying value of assets and liabilities that are not readily available
135
from other sources. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
C.23.1 Impairment of goodwill and other non-financial assets
Management tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in
paragraph C.4.i. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations.
These calculations require the use of estimates which mainly relate to future earnings and discount rates.
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable, in accordance with the accounting policy stated in paragraph C.6.
C.23.2 Income taxes
Group entities are subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the
worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is
uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts
that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such
determination is made.
C.23.3 Deferred tax assets
Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based
upon the likely timing and the level of future taxable profits together with future tax planning strategies
.
C.23.4 Asset lives and residual values
Property, plant and equipment (PPE) are depreciated over their estimated useful lives. The actual lives of the assets are assessed
annually and may vary depending on a number of factors.
C.23.5 Allowance for net realizable value of inventory
The allowance for net realizable value of inventory, in accordance with the accounting policy as stated in paragraph C.5,
represents management’s best estimate, based on historic sales trends and its assessment on quality and volume, of the extent
to which the stock on hand at the reporting date will be sold below cost.
C.23.6 Allowance for doubtful accounts receivable
The Group’s management periodically reassess the adequately of the allowance for doubtful accounts receivable using
parameters such as its credit policy, reports from its legal counsel on recent developments of the cases they are handling, and its
judgment/estimate about the impact of other factors affecting the recoverability of the receivables.
C.23.7 Provision for staff leaving indemnities
The cost for the staff leaving indemnities is determined based on actuarial valuations. The actuarial valuation requires
management making assumptions about future salary increases, discount rates, mortality rates, etc. Management, at each
reporting date when the provision is re-examined, tries to give its best estimate regarding the above mentioned parameters.
136
The existence of contingent liabilities requires from management making assumptions and estimates continuously related to the
possibility that future events may or may not occur as well as the effects that those events may have on the activities of the
Group
.
C.23.9 Revenue from Contracts with Customers (I.F.R.S. 15)
Whenever the financial result of a contract may be estimated with reliability, the income and expenses of the contract are
recognized during the life of the contract respectively as income and expenses. Income is only recognized to the extent that the
cost arising from the contract may be recovered, while that cost is recognized as an expense in the period in which it arose.
C.23.10 Joint Arrangements (I.F.R.S. 11)
The factors examined by the Group to assess whether a company is a joint arrangement, include the structure, the legal form,
the contractual agreement and other facts and conditions.
C.23.11 Fair Value measurement (I.F.R.S. 13)
A number of assets and liabilities included in the Group’s financial statements require measurement at, and / or disclosure of,
fair value. The Group measures a number of items at fair value:
* Tangible Fixed Assets & Property for Investment
* Financial Assets available for Sale
* Long-Term and Short-Term Loans
* Derivative Financial Instruments
C.23.12 Derivative financial instruments and hedging activities
Group Companies consider, as applicable, entering into derivative financial instrument contracts with the aim of hedging their
exposure to interest rate risk deriving from long-term loan agreements. The Group documents at the inception of the
transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and
strategy for undertaking various hedging transactions. This procedure includes linking all derivatives defined as hedging
instruments to specific asset and liability items or to specific commitments or forecast transactions. The Group also documents
its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Any changes in the value of
the derivative that does not meet the recognition criteria as a hedging instrument are recognized in the income statement. The
estimated fair value is calculated on the basis of current prices. The total fair value of hedging derivatives is classified as equity.
Cash flow hedge
Derivative assets are initially recognized at fair value as of the date of the relevant agreement. The portion of change to the
derivative’s fair value considered effective and meeting the cash flow hedging criteria is recognized in other comprehensive
income. Profit or loss associated with the non-effective portion of change is directly recognized in the Income Statement, under
“Finance income” or “Finance cost”. Amounts accumulated in equity are reclassified to profit or loss in the periods when the
hedged item affects the profit or loss of the period. Profit or loss associated with the effective portion of the hedging of floating
interest rate swaps is recognized in the Income Statement under “Finance income” or “Finance cost”. However, when a
prospective transaction to be hedged results in the recognition of a non-financial asset (such as inventory or PPE), then profit or
losses previously recognized in equity are transferred from Equity and are accounted for at the initial cost of such asset. The
deferred amounts are ultimately recognized in cost of goods sold in the case of inventory or in depreciation in the case of fixed
assets. When a hedging instrument expires or it is sold, or when a hedging relation no longer meets the criteria of hedge
137
accounting, the cumulative profit or loss recorded to that time under Equity remain in Equity and are recognized when the
prospective transaction is ultimately recognized in the Income Statement. When a prospective transaction is no longer expected
to occur, the cumulative profit or loss recognized in Equity is directly transferred to the Income Statement under “Other
operating profit/(loss)”.
D. NEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF CURRENT STANDARDS
Basis of preparation
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out in note C. The
policies have been consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements are presented in €, which is also the Company’s & the Group’s functional currency.
These financial statements have been prepared in accordance with International Financial Reporting Standards and International
Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs)
and endorsed by EU.
The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting
estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas
where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed
in note C.23.
Changes in accounting policies
a.
New and amended standards adopted by the Company and the Group
Title
Εffective for periods
beginning on or after
IFRS 17 Insurance Contracts
1 January 2023
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements)
1 January 2023
Definition of Accounting Estimates (Amendments to IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors)
1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single Transaction
(Amendments to IAS 12 Income Taxes)
1 January 2023
International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12
Income Taxes) (effective immediately upon the issue of the amendments and
retrospectively)
1 January 2023
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1
January 2023. See the applicable notes for further details on how the amendments affected the Group.
IFRS 17 Insurance Contracts
138
IFRS 17 was issued by the IASB in 2017 and replaces IFRS 4 for annual reporting period beginning on or after 1 January 2023. IFRS
17 introduces an internationally consistent approach to the accounting for insurance contracts. Prior to IFRS 17, significant
diversity has existed worldwide relating to the accounting for and disclosure of insurance contracts, with IFRS 4 permitting many
previous accounting approaches to be followed. Since IFRS 17 applies to all insurance contracts issued by an entity (with limited
scope exclusions), its adoption may have an effect on non-insurers such as A Layout Group.
The Group carried out an assessment of its contracts and operations and concluded that the adoption of IFRS 17 has had no
effect on the annual consolidated financial statements of the Group.
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2 Making Materiality Judgements)
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make
accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with
‘material accounting policy information’. The amendments also provide guidance under what circumstance, the accounting
policy information is likely to be considered material and therefore requiring disclosure.
These amendments have no effect on the measurement or presentation of any items in the Consolidated financial statements of
the Group but affect the disclosure of accounting policies of the Group.
Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates
and Errors)
The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or
measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These
amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy
and prior period errors.
These amendments had no effect on the consolidated financial statements of the Group.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income
Taxes)
In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition exemption applies to certain
transactions that result in both an asset and a liability being recognised simultaneously (e.g. a lease in the scope of IFRS 16). The
amendments introduce an additional criterion for the initial recognition exemption, whereby the exemption does not apply to
the initial recognition of an asset or liability which at the time of the transaction, gives rise to equal taxable and deductible
temporary differences.
These amendments had no effect on the annual consolidated financial statements of the Group.
International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes)
In December 2021, the Organisation for Economic Co-operation and Development (OECD) released a draft legislative framework
for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework is to reduce the
shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate structures. In March
2022, the OECD released detailed technical guidance on Pillar Two of the rules. Stakeholders raised concerns with the IASB
about the potential implications on income tax accounting, especially accounting for deferred taxes, arising from the Pillar Two
model rules. The IASB issued the final Amendments (the Amendments) International Tax Reform – Pillar Two Model Rules, in
response to stakeholder concerns on 23 May 2023.
The Amendments introduce a mandatory exception to entities from the recognition and disclosure of information about
deferred tax assets and liabilities related to Pillar Two model rules. The exception is effective immediately and retrospectively.
The Amendments also provide for additional disclosure requirements with respect to an entity’s exposure to Pillar Two income
taxes.
139
Management has determined that the Group is not within the scope of OECD’s Pillar Two Model Rules and the exception to the
recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes is not
applicable to the Group.
b.
New standards, amendments to standards and interpretations issued not yet effective, nor early
adopted
Title
Εffective for periods
beginning on or after
Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases)
1 January 2024
Classification of Liabilities as Current or Non-Current (Amendments to
IAS 1 Presentation of Financial Statements)
1 January 2024
Non-current Liabilities with Covenants (Amendments to IAS 1
Presentation of Financial Statements)
1 January 2024
Supplier Finance Arrangements (Amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures)
1 January 2024
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes
in Foreign Exchange Rates)
1 January 2025
The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect
any other standards issued by the IASB, but are yet to be effective, to have a material impact on the Group.
140
E.NOTES TO THE FINANCIAL STATEMENTS
1. Turnover
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Turnover (construction)
406,797,779
358,056,155
384,902,050
343,179,305
Sale of products
9,856,345
6,700,526
405,344
52,420
Sale of services
36,892,580
37,952,504
19,867,105
18,163,911
TOTAL from continuing
operations
453,546,704
402,709,185
405,174,499
361,395,637
TOTAL from discontinued operations
183,041,594
394,239,878
-
-
TOTAL from continuing & discontinued
operations
636,588,298
796,949,063
405,174,499
361,395,637
In this context, it is estimated that the right to the premium is not forfeited under conditions where the deadline for
completing the schedule by 6/6/2022 cannot be met, specifically in cases that qualify as "force majeure," as they entail the
same consequences as events of force majeure.
The premium was recognised as earned income of the year that was
calculated and collected (2022), because the
administration estimated that the scenario of the premium return is hgihly unlikely
By early April, TBM Athena completed the first kilometer (20%) out of the 5.1 kilometers of the route between Katechaki and
Evangelismos, with the construction of a tunnel meeting high specifications. Additionally, the second TBM, Niki, has also
commenced, following the opposite direction from Veikou station to Galatsi, and after constructing a 7-kilometer tunnel, it
will meet Athena. The total tunnel of 12.1 kilometers is expected to be completed by 2026
In the Directory No. 294537/25.09.2022 of the Ministry of Infrastructure (ADA: ΨΚΗΤ465ΧΘΞ-ΥΡΛ, in correct repetition),
with the subject: 'Clarifications regarding the implementation of articles 152 to 154 of Law 4938/2022 (A' 109),' it is
provided that 'The extension of the schedule according to article 147 of Law 4412/2016 (A' 147) after the publication of
Law 4938/2022, i.e., after 6/6/2022, abolishes the right to receive the additional payment (premium) of article 154, except
for force majeure reasons.
COMPANY
GROUP
Until the date of this publication, there has been no request for an extension of the overall project completion deadline,
while to date, seventeen (17) out of the total of twenty-six (26) workspaces have been delivered to the Concession Joint
Venture
In accordance with the provisions of Article 154 of Law 4938/2022, the possibility of additional payment (premium) is
introduced to contractors who execute project contracts, who did not make use of the case of § 1 of Article 153 (as referred
to in Article 154) of Law. 4938/06.2022, which provides the right to extend the project schedule without it being counted in
the contractual time, i.e. without the extension being an elogation of the contractual duration of the project.
In the provision of article 154 of Law 4938/2022, it is provided with regard to the right to receive from a contractor of a
public
works
contract, the additional
payment (premium) provided for therein, five percent (5%) of the remaining
contractual consideration, the cumulative condition, among other things the presentation of an equivalent letter of
guarantee (performance) based on article 72 of Law 4412/2016 (A΄ 147).
In addition to the provision of the above article, it is defined as a condition for the payment of the additional payment
(premium), the adherence of the approved project execution schedules in relation to the contractual deadline (8 years), as
the project schedule has been formed under the provision of article 154 of Law 4938/2022, i.e. on 06.06.2022.
The payment was made by the Project Owner (Client), based on a certification which states "certification of the additional
premium, based on article 154 of Law 4938/2022". Based on Article 154, the additional payment (premium) does not add
to the relevant contract and is not mentioned in the periodic certifications of project execution. For the Company, these
provisions mainly concern the "Metro Line 4" project, and the amount amounts to € 41.6 million.
According to article 152, the reference period begins on 01/01/2022 and since the extension concerns up to six (6) months,
this period for the specific project concerns a period of time from 01/01/2022 to 06/30/2022 . During this period, the
Company did not stop work and did not request an extension of the schedule for six (6) months.
141
2. Cost of sales
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Raw Materials
(117,460,659)
(82,181,264)
(106,421,355)
(76,297,207)
Wages and Salaries
(73,914,562)
(70,791,096)
(66,062,434)
(57,780,886)
Third Party Fees
(136,539,389)
(165,867,275)
(122,849,801)
(163,636,900)
Charges for Third Party Services
(35,712,312)
(37,085,000)
(35,180,438)
(33,292,695)
Other Expenses
(40,137,772)
(19,465,344)
(36,858,879)
(12,312,826)
Depreciation
(13,005,599)
(6,447,688)
(9,111,556)
(2,655,089)
TOTAL from continuing
operations
(416,770,292)
(381,837,666)
(376,484,464)
(345,975,603)
TOTAL from discontinued operations
(175,997,627)
(381,750,136)
-
-
TOTAL from continuing & discontinued
operations
(592,767,919)
(763,587,802)
(376,484,464)
(345,975,603
)
3.Other net operating income/(expense)-profit/(losses)
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Extraordinary Income/ (expense)
274,874
3,110,331
(1,107,920)
3,497,670
Extraordinary Profit/ (Loss)
(1,849,983)
8,461,266
(2,960,471)
35,830,806
TOTAL from continuing
operations
(1,575,109)
11,571,596
(4,068,391)
39,328,476
TOTAL from discontinued operations
(225,634)
35,840,425
-
-
TOTAL from continuing & discontinued
operations
(1,800,743)
47,412,021
(4,068,391)
39,328,476
3a. Bad debts and other provisions
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Bad debts and other provisions
(5,065,425)
(6,537,221)
(5,065,425)
(6,537,221)
TOTAL from continuing
operations
(5,065,425)
(6,537,221)
(5,065,425)
(6,537,221)
TOTAL from discontinued operations
(1,854,314)
(971,955)
-
-
TOTAL from continuing & discontinued
operations
(6,919,738)
(7,509,176)
(5,065,425)
(6,537,221)
GROUP
COMPANY
GROUP
COMPANY
COMPANY
GROUP
142
4. Administrative expenses
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Wages and Salaries
(8,685,025)
(10,463,131)
(4,492,522)
(6,544,346)
Third Party Fees
(5,310,625)
(3,317,466)
(3,215,140)
(2,396,282)
Charges for Third Party Services
(2,601,372)
(4,374,805)
(2,066,288)
(4,028,730)
Other Expenses
(3,685,128)
(3,869,064)
(3,130,183)
(2,961,509)
Depreciation
(5,083,289)
(5,949,962)
(4,728,997)
(5,468,833)
TOTAL from continuing
operations
(25,365,440)
(27,974,426)
(17,633,129)
(21,399,701)
TOTAL from discontinued operations
(2,630,457)
(2,837,552)
-
-
TOTAL from continuing & discontinued
operations
(27,995,897)
(30,811,979)
(17,633,129)
(21,399,701)
5. Selling & Marketing expenses
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Wages and Salaries
(2,776,188)
(3,768,944)
(2,514,784)
(3,545,960)
Third Party Fees
(1,159,712)
(6,122,509)
(590,912)
(6,036,447)
Charges for Third Party Services
(1,645,626)
(1,908,482)
(1,641,053)
(1,906,991)
Other Expenses
(817,116)
(1,180,146)
(310,343)
(952,436)
Depreciation
(96,172)
(6,142)
(82,592)
(4,636)
TOTAL from continuing
operations
(6,494,815)
(12,986,223)
(5,139,685)
(12,446,468)
TOTAL from discontinued operations
(2,399,578)
(2,685,081)
-
-
TOTAL from continuing & discontinued
operations
(8,894,393)
(15,671,304)
(5,139,685)
(12,446,468)
6a. Income from sub-debt
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Income from sub-debt from
continuing operations
6,556,647
6,587,685
9,374,912
2,902,732
Income from sub-debt from
discontinued operations
-
(309,482)
-
-
Income from sub-debt from
continuing & discontinued operations
6,556,647
6,278,203
9,374,912
2,902,732
The income from sub-debt relates to income from the participation of the Company and the Group in the financial assets of
Subordinated Debt issued by the concession companies.
GROUP
COMPANY
GROUP
COMPANY
GROUP
COMPANY
143
6b. Income/(Losses) from Subsidiaries/Associates
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Dividends from subsidiaries/ Joint Ventures
-
-
8,458,800
20,976,545
Dividends from associates
-
5,942,036
19,577,087
36,359,760
Profit/(loss) from associates
32,445,281
41,496,903
70,130
-
Total from continuing operations
32,445,281
47,438,939
28,106,016
57,336,305
Total from discontinued operations
-
(15,000,000)
-
-
Total from continuing & discontinued operations
32,445,281
32,438,939
28,106,016
57,336,305
7. Finance cost
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Interest income
424,444
253,255
380,133
84,816
Interest expense
(16,286,933)
(18,047,160)
(15,882,886)
(17,370,589)
Interest expense (leasing) (note 27)
(4,964,116)
(2,950,248)
(3,277,371)
(1,362,697)
Total from continuing operations
(20,826,605)
(20,744,154)
(18,780,124)
(18,648,471)
Total from discontinued operations
444,037
1,264,566
-
-
Total from continuing & discontinued operations
(20,382,568)
(19,479,588)
(18,780,124)
(18,648,471)
8.Tax charge
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Income tax
(2,307,980)
(3,577,299)
(1,450,126)
(3,167,917)
Deferred Tax
(4,376,801)
(2,000,941)
(5,285,789)
(1,919,775)
Taxes imputed in previous years, other taxes
24,220
(48,623)
22,712
(48,623)
(6,660,562)
(5,626,864)
(6,713,203)
(5,136,316)
Tax
charge calculation
Description
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Profit/(losses) before tax
16,686,757
18,543,176
15,503,910
55,975,086
Tax on accounting earnings
3,671,087
4,079,499
3,410,860
12,314,519
Plus:
Non deductible expenses
9,406,758
4,518,180
6,786,993
4,279,817
Plus:
taxes imputed in previous years
118,145
48,623
266,529
48,623
Minus:compensation of loss of previous years
5,660,950
14,031,023
6,704,857
13,042,235
Minus:
non-taxed earnings
(13,116,722)
(17,035,914)
(11,241,601)
(24,299,982)
Financial impact of different tax rates
applicable in other countries that the group
contacts operations
920,345
(14,547)
785,565
(248,898)
Effective tax charge
6,660,562
5,626,864
6,713,203
5,136,316
GROUP
COMPANY
COMPANY
GROUP
COMPANY
GROUP
COMPANY
GROUP
144
9a. Segment Reporting
Primary reporting format - business segments
The Group is active in 4 main business segments:
- Construction
- Concessions
- Energy
- Other activities (Real estate development and other activities)
The figures per business segments for the year ended 31 December 2023 are as follows:
Construction
Concessions
Energy
Other activities
Total of operations
(continuing activities)
Discontinued
activities
Total gross sales per segment
433,829,685
4,016,691
75,279
25,676,407
463,598,063
184,576,997
Inter-company sales
(6,026,518)
-
-
(4,024,841)
(10,051,359)
(1,535,403)
Net Sales
427,803,167
4,016,691
75,279
21,651,567
453,546,704
183,041,594
Gross Profit/ (Loss)
31,579,215
563,152
(10,855)
4,644,901
36,776,412
7,043,967
Other net operating income/(expenses)
(4,831,771)
1,821,699
54,016
1,616,756
(1,339,299)
(305,015)
Write-off of doubtful receivables & other
provisions
(5,065,425)
-
-
-
(5,065,425)
(1,774,933)
Administrative expenses / Selling &
Marketing expenses
(16,820,379)
(11,213,586)
(461,233)
(3,365,057)
(31,860,255)
(5,030,035)
Income from sub-debt
-
6,556,647
-
-
6,556,647
-
Income/(Losses) from Investments in
Associates
1,010,755
31,419,164
-
15,362
32,445,281
-
Profit/ (Loss) from operations
5,872,396
29,147,077
(418,072)
2,911,961
37,513,362
(66,015)
Interest
(20,826,605)
444,037
Profit/ (Loss) before tax
16,686,758
378,022
Tax
(6,660,562)
3,975
Profit/ (Loss) after tax
10,026,195
381,997
Depreciation
15,738,825
1,474,178
19,182
952,874
18,185,059
129,280
EBITDA
26,676,646
30,621,255
(398,890)
3,864,836
60,763,846
1,838,197
The figures per business segments for the year ended 31 December 2022 are as follows:
Construction
Concessions
Energy
Other activities
Total of operations
(continuing activities)
Discontinued
activities
Total gross sales per segment
395,736,294
4,789,930
-
25,477,643
426,003,867
396,455,741
Inter-company sales
(20,297,876)
(1,200)
-
(2,995,606)
(23,294,682)
(2,215,863)
Net Sales
375,438,418
4,788,730
-
22,482,037
402,709,185
394,239,878
Gross Profit/ (Loss)
15,526,119
1,667,659
-
3,677,740
20,871,519
12,489,743
Other net operating income/(expenses)
2,122,784
9,508,982
-
255,290
11,887,056
35,840,425
Write-off of doubtful receivables & other pr
(6,537,221)
-
-
-
(6,537,221)
(971,955)
Administrative expenses / Selling & Marketi
(22,901,861)
(15,267,907)
-
(2,790,881)
(40,960,649)
(5,522,633)
Income from sub-debt
2,281,698
4,305,987
-
-
6,587,685
(309,482)
Income/(Losses) from Investments in Associ
10,490,025
37,124,551
-
(175,637)
47,438,939
(15,000,000)
Profit/ (Loss) from operations
981,546
37,339,272
-
966,512
39,287,329
26,526,098
Interest
(20,744,154)
1,264,566
Profit/ (Loss) before tax
18,543,176
27,790,664
Tax
(5,626,864)
(824,456)
Profit/ (Loss) after tax
12,916,312
26,966,208
Depreciation
10,057,189
1,377,644
-
968,958
12,403,791
156,795
EBITDA
17,575,955
38,716,916
-
1,935,469
58,228,341
27,654,848
145
9a. Segment Reporting (continued form previous section)
The assets and liabilities of the business segment at 31 December 2023 are as follows:
Construction
Concessions
Energy
Other activities
Intercompany
Total of
operations
(continuing
activities)
Discontinued
activities
Assets (excluding investments in
associates)
1,048,431,363
35,005,756
2,655,226
35,144,278
(295,386,452)
825,850,171
63,640,378
Investments in other companies
286,231,973
242,309,455
-
6,174,279
(223,251,878)
311,463,829
1,800,000
Investments in tangible fixed assets,
intangible,investment property and
right of use assets
114,405,110
30,912,355
1,106,244
13,337,057
(342,887)
159,417,879
299,759
Total assets
1,334,663,337
277,315,211
2,655,226
41,318,558
(518,638,330)
1,137,314,001
65,440,378
Liabilities
(869,229,530)
(371,846,770)
(1,663,027)
(27,396,581)
269,158,980
(1,000,976,927)
(42,055,149)
Liabilities from Bank Loans
(159,834,810)
(99,170,471)
-
(824,813)
400,000
(259,430,093)
(2,364,986)
Liabilities from Leasing
(61,599,966)
(27,746,293)
(283,196)
(2,651,703)
429,107
(91,852,051)
(186,199)
Restricted Cash Deposits
452,489
-
-
-
-
452,489
4,440,354
Cash and cash equivalents
73,245,753
335,154
1,217,342
1,693,954
-
76,492,204
8,653,177
Net Financial Liabilities
(147,736,534)
(126,581,609)
934,147
(1,782,562)
829,107
(274,337,452)
10,542,346
The assets and liabilities of the business segment at 31 December 2022 are as follows:
Construction
Concessions
Energy
Other activities
Intercompany
Total of
operations
(continuing
activities)
Discontinued
activities
Assets (excluding investments in
associates)
935,597,413
31,512,606
-
38,203,171
(309,378,850)
695,934,340
85,061,215
Investments in other companies
268,697,715
245,709,936
-
6,338,943
(225,273,480)
295,473,114
-
Investments in tangible fixed assets,
intangible,investment property and
right of use assets
92,787,226
28,915,206
-
17,800,588
(249,058)
139,253,961
684,732
Total assets
1,204,295,128
277,222,542
-
44,542,114
(534,652,332)
991,407,453
85,061,215
Liabilities
(721,843,041)
(387,608,548)
-
(31,534,931)
281,840,239
(859,146,280)
(62,412,120)
Liabilities from Bank Loans
(185,017,939)
(121,557,871)
-
(873,043)
400,000
(307,048,853)
(3,608,310)
Liabilities from Leasing
(46,666,717)
(26,342,838)
-
(3,021,130)
248,657
(75,782,027)
(129,377)
Restricted Cash Deposits
-
1,863,839
-
-
-
1,863,839
4,440,354
Cash and cash equivalents
82,301,398
178,542
-
2,282,111
-
84,762,051
11,214,022
Net Financial Liabilities
(149,383,258)
(145,858,327)
-
(1,612,062)
648,657
(296,204,990)
11,916,688
146
9b. Secondary reporting format - Geographical segments
The group is active in 2 main Geographical segments
- Greece
- International Markets
The figures per segment for the year ended 31 December 2023 are as follows:
Greece
International Markets
Total of operations
(continuing
activities)
Discontinued
activities
Total gross sales per segment
406,908,005
56,690,057
463,598,062
184,576,997
Inter-company sales
(5,816,667)
(4,234,692)
(10,051,359)
(1,535,403)
Net Sales
401,091,338
52,455,365
453,546,704
183,041,594
Gross Profit/ (Loss)
64,734,436
(27,958,024)
36,776,412
7,043,967
Other net operating income/(expenses)
1,051,479
(2,390,778)
(1,339,299)
(305,015)
Write-off of doubtful receivables & other provisions
(2,267,994)
(2,797,431)
(5,065,425)
(1,774,933)
expenses
(27,901,811)
(3,958,443)
(31,860,255)
(5,030,035)
Income from sub-debt
6,556,647
-
6,556,647
-
Income/(Losses) from Investments in Associates
27,197,855
5,247,426
32,445,281
-
Profit/ (Loss) from operations
69,370,612
(31,857,250)
37,513,362
(66,015)
Finance cost
(19,759,834)
(1,066,771)
(20,826,605)
444,037
Profit/ (Loss) before tax
49,610,779
(32,924,021)
16,686,757
378,022
Tax
(6,995,156)
334,594
(6,660,562)
3,975
Profit/ (Loss) after tax from continuing operations
42,615,623
(32,589,427)
10,026,195
381,997
Profit/(Loss) after tax from discontinued operations
381,997
-
381,997
Profit/ (Loss) after tax from continuing and
discontinued operations
42,997,620
(32,589,427)
10,408,192
381,997
Depreciation
16,275,963
1,909,096
18,185,059
129,280
EBITDA
87,914,570
(27,150,723)
60,763,846
1,838,197
The figures per segment for the year ended 31 December 2022 are as follows:
Greece
International Markets
Total of operations
(continuing
activities)
Discontinued
activities
Total gross sales per segment
272,059,592
153,944,275
426,003,867
396,455,741
Inter-company sales
(4,497,233)
(18,797,449)
(23,294,682)
(2,215,863)
Net Sales
267,562,359
135,146,826
402,709,185
394,239,878
Gross Profit/ (Loss)
64,574,154
(43,702,635)
20,871,519
12,489,743
Other net operating income/(expenses)
6,319,054
5,568,002
11,887,056
35,840,425
Write-off of doubtful receivables & other provisions
(1,148,574)
(5,388,647)
(6,537,221)
(971,955)
Administrative expenses / Selling & Marketing
expenses
(26,158,771)
(14,801,878)
(40,960,649)
(5,522,633)
Income from sub-debt
6,587,685
-
6,587,685
(309,482)
Income/(Losses) from Investments in Associates
41,797,809
5,641,130
47,438,939
(15,000,000)
Profit/ (Loss) from operations
91,971,357
(52,684,028)
39,287,329
26,526,098
Finance cost
(20,104,513)
(639,640)
(20,744,154)
1,264,566
Profit/ (Loss) before tax
71,866,844
(53,323,668)
18,543,176
27,790,664
Tax
(2,598,085)
(3,028,779)
(5,626,864)
(824,456)
Profit/ (Loss) after tax from continuing operations
69,268,759
(56,352,447)
12,916,312
26,966,208
Profit/(Loss) after tax from discontinued operations
26,966,208
-
26,966,208
Profit/ (Loss) after tax from continuing and
discontinued operations
96,234,967
(56,352,447)
39,882,520
26,966,208
Depreciation
10,017,270
2,386,521
12,403,791
156,795
EBITDA
103,137,201
(44,908,861)
58,228,341
27,654,848
147
9b. Secondary reporting format - Geographical segments (continued from previous section)
The assets and liabilities of the geographical segment at 31 December 2023 are as follows:
Greece
Other European
countries
Gulf and Middle East
countries
Total of operations
(continuing
activities)
Discontinued
activities
Turnover excluding intra-company transactions
401,091,338
49,788,326
2,667,041
453,546,704
183,041,594
Non-current assets (other than deferred tax and
financial assets)
332,520,748
7,863,034
-
340,383,781
2,754,591
Capital expenses
22,190,251
2,665,749
892
24,856,891
50,903
The assets and liabilities of the geographical segment at 31 December 2022 are as follows:
Greece
Other European
countries
Gulf and Middle East
countries
Total of operations
(continuing
activities)
Discontinued
activities
Turnover excluding intra-company transactions
267,562,359
128,404,887
6,741,939
402,709,185
394,239,878
Non-current assets (other than deferred tax and
financial assets)
294,682,694
10,915,558
3,763,594
309,361,845
1,156,629
Capital expenses
2,227,639
349,055
36,259
2,612,953
766,763
148
9c. Sensitivity Analysis - Foreign Exchange rate Risk
USD
JOD*
QAR*
AED*
IQD*
GBP
RON
HRK**
BGN (LEV)**
Financial assets
11,544,374
1,713,960
2,000
(2,532,868)
928,180
160
3,048,213
-
33,802
Financial liabilities
49,640,687
1,483,961
-
1,518,869
-
601,597
3,460,605
-
1,792,212
Currency exposure
(38,096,313)
229,999
2,000
(4,051,737)
928,180
(601,437)
(412,392)
-
(1,758,410)
Currency exposure USD, JOD, QAR, AED & IQD (in dollars)
31.12.2022
USD
JOD*
QAR*
AED*
IQD*
GBP
RON
HRK**
BGN (LEV)**
Financial assets
31,241,494
1,673,629
2,000
(2,330,372)
578,584
160
128,980
13,434,359
86,388
Financial liabilities
15,192,795
799,477
118,877,502
1,561,646
-
430,264
21,328
38,109,167
2,039,065
Currency exposure
16,048,699
874,152
(118,875,502)
(3,892,018)
578,584
(430,104)
107,653
(24,674,808)
(1,952,677)
Currency exposure USD, JOD, QAR, AED & IQD (in dollars)
31.12.2022
The sensitivity analysis to exchange rate flactuations is as follows:
amounts in €
5.00%
-5.00%
5.00%
-5.00%
Shareholders equity/ Income statement
-1,759,000
1,759,000
-770,192
770,192
5.00%
-5.00%
5.00%
-5.00%
Shareholders equity/ Income statement
-34,603
34,603
-24,247
24,247
5.00%
-5.00%
5.00%
-5.00%
Shareholders equity/ Income statement
-4,144
4,144
1,088
-1,088
*These currencies are pegged to USD
**These currencies are pegged to EUR
31.12.2023
31.12.2022
-16,431,277.17
31.12.2023 (amounts in foreign currency)
-38,873,907.08
USD
31.12.2022 (amounts in foreign currency)
USD
RON
USD
GBP
RON
USD
GBP
149
10.Property, Plant and Equipment
GROUP
Cost
Land
Buildings
Machinery &
Equipment
Vehicles
Furnitures &
Fittings
Assets under
Construction
Total Tangible
Assets
Balance 31.12.2022 (continuing and
discontinued activities)
13,435,700
30,945,898
92,581,151
22,124,601
10,740,146
1,021,488
170,848,985
Acquisitions during the 1.1-
31.12.2023 period
793
997,570
5,455,376
1,889,780
1,368,028
2,717,476
12,429,023
Assets Revaluations
179,550
493,275
(22,980)
1,999
-
-
651,844
Transfers
-
(16,066)
16,066
-
3,385
(3,385)
-
Subsidiaries disposal
-
-
-
-
-
-
-
Net foreing currency exchange
differences
-
246
(72,700)
13,689
(21,397)
-
(80,162)
Disposals during the 1.1-31.12.2023
period
-
(3,769,836)
(18,145,417)
(2,228,736)
(2,958,209)
-
(27,102,198)
Balance 31.12.2023 (continuing and
discontinued activities)
13,616,043
28,651,087
79,811,496
21,801,333
9,131,953
3,735,580
156,747,492
Accumulated Depreciation
Balance 31.12.2022 (continuing and
discontinued activities)
-
24,102,864
78,832,903
16,972,711
9,082,498
6,116
128,997,092
Depreciation during the 1.1-
31.12.2023 period
-
664,305
2,854,011
789,741
1,154,883
-
5,462,939
Assets Revaluations
-
(159,724)
(17,044)
1,999
-
-
(174,768)
Subsidiaries disposal
-
-
-
-
-
-
-
Transfers
-
-
-
-
2,441
(2,441)
-
Net foreing currency exchange
differences
-
(10)
(1,291)
12,357
19,956
-
31,012
Disposals during the 1.1-31.12.2023
period
-
(1,586,402)
(14,045,058)
(1,804,870)
(2,340,331)
-
(19,776,660)
Balance 31.12.2023 (continuing and
discontinued activities)
-
23,021,033
67,623,521
15,971,938
7,919,446
3,675
114,539,614
Net Book Value
Balance 31.12.2023 (continuing and
discontinued activities)
13,616,043
5,630,053
12,187,975
5,829,395
1,212,507
3,731,905
42,207,878
Balance 31.12.2022 (continuing and
discontinued activities)
13,435,700
6,843,034
13,748,248
5,151,890
1,657,649
1,015,373
41,851,893
Balance 31.12.2023 (discontinued
activities)
-
-
-
-
26,178
-
26,178
Balance 31.12.2022 (discontinued
activities)
93,756
16,066
-
-
37,727
-
147,550
Balance 31.12.2023 (continuing
activities)
13,616,043
5,630,053
12,187,975
5,829,395
1,186,329
3,731,905
42,181,700
Balance 31.12.2022 (continuing
activities)
13,341,944
6,826,968
13,748,248
5,151,890
1,619,921
1,015,373
41,704,343
The Group and the Company apply the revaluation model of tangible assets (land and buildings).
The Group, as of 31/12/23 as part of a review of the value of tangible assets, has assigned to independent certified valuators the valuation of the main properties.
150
COMPANY
Cost
Land
Buildings
Machinery &
Equipment
Vehicles
Furnitures &
Fittings
Assets under
Construction
Total Tangible
Assets
Balance 31.12.2022
11,269,515
17,606,691
72,077,228
16,741,361
10,004,049
130,892
127,829,737
Assets Revaluation
157,200
274,156
-
-
-
-
431,356
Acquisitions during the 1.1-
31.12.2023 period
-
997,420
5,136,287
1,886,675
1,256,824
1,378,298
10,655,504
Disposals during the 1.1-31.12.2023
period
-
(3,700,119)
(14,631,567)
(2,189,581)
(2,883,044)
-
(23,404,311)
Net foreing currency exchange
differences
-
246
(72,700)
13,838
(21,397)
-
(80,013)
Balance 31.12.2023
11,426,715
15,178,394
62,509,247
16,452,293
8,356,432
1,509,191
115,432,273
Accumulated Depreciation
Balance 31.12.2022
-
13,196,791
64,026,149
14,655,042
8,506,743
-
100,384,726
Depreciation during the 1.1-
31.12.2023 period
-
331,004
1,597,593
379,653
1,061,661
-
3,369,911
Transfers
-
-
-
-
-
-
-
Disposals during the 1.1-31.12.2023
period
-
(1,540,731)
(11,773,971)
(1,746,441)
(2,288,115)
-
(17,349,257)
Net foreing currency exchange
differences
-
(10)
(1,291)
12,505
19,956
-
31,160
Balance 31.12.2023
-
11,987,054
53,848,480
13,300,759
7,300,246
-
86,436,540
Net Book Value
Balance 31.12.2023
11,426,715
3,191,340
8,660,767
3,151,534
1,056,186
1,509,191
28,995,733
Balance 31.12.2022
11,269,515
4,409,900
8,051,079
2,086,319
1,497,306
130,892
27,445,012
The Group and the Company apply the revaluation model of tangible assets (land and buildings).
The Company, as of 31/12/23 as part of a review of the value of tangible assets, has assigned to independent certified valuators the valuation of the main properties.
151
10a. Right of Use assets
GROUP
Cost
Land
Buildings
Machinery &
Equipment
Vehicles
Furnitures &
Fittings
Total Tangible
Assets
Balance 31.12.2022 (continuing
and discontinued activities)
36,892,157
34,613,435
28,308,598
6,511,071
300,342
106,625,603
Acquisitions during the 1.1-
31.12.2023 period
2,686,877
1,079,328
25,878,636
3,824,832
-
33,469,672
Subsidiaries Disposals
-
-
-
-
-
-
Transfers
-
-
-
-
-
-
Revaluations
-
3,101,922
-
-
-
3,101,922
Net foreing currency exchange
differences
-
-
-
-
-
-
Disposals
(130,839)
(212,473)
(35,288)
(849,209)
-
(1,227,809)
Balance 31.12.2023 (continuing
and discontinued activities)
39,448,195
38,582,212
54,151,946
9,486,694
300,342
141,969,389
Accumulated Depreciation
Balance 31.12.2022 (continuing
and discontinued activities)
8,757,021
6,349,306
3,109,636
2,554,371
179,526
20,949,860
Depreciation during the 1.1-
31.12.2023 period
1,703,812
3,137,614
5,976,398
1,664,001
25,910
12,507,735
Subsidiaries Disposals
-
-
-
-
-
-
Transfers
-
-
-
-
-
-
Revaluations
-
-
-
-
-
-
Disposals
(130,839)
(137,864)
(11,503)
(758,093)
-
(1,038,299)
Balance 31.12.2023 (continuing
and discontinued activities)
10,329,994
9,349,056
9,074,531
3,460,279
205,436
32,419,295
Net Book Value
Balance 31.12.2023 (continuing
and discontinued activities)
29,118,201
29,233,157
45,077,415
6,026,415
94,906
109,550,093
Balance 31.12.2022 (continuing
and discontinued activities)
28,135,136
28,264,129
25,198,962
3,956,700
120,816
85,675,743
Balance 1.1-31.12.2023
(discontinued activities)
-
-
-
191,621
-
191,621
Balance 1.1-31.12.2022
(discontinued activities)
-
-
-
119,165
-
119,165
Balance 1.1-31.12.2023
(continuing activities)
29,118,201
29,233,157
45,077,415
5,834,794
94,906
109,358,473
Balance 1.1-31.12.2022
(continuing activities)
28,135,136
28,264,129
25,198,962
3,837,535
120,816
85,556,579
152
COMPANY
Cost
Land
Buildings
Machinery &
Equipment
Vehicles
Furnitures &
Fittings
Total Tangible
Assets
Balance 31.12.2022
547,498
26,299,510
28,273,310
5,421,046
284,101
60,825,464
Additions
532,517
869,212
25,878,636
3,442,296
-
30,722,662
Revaluations
-
2,475,172
-
-
-
2,475,172
Disposals
(130,839)
(137,864)
-
(744,981)
-
(1,013,684)
Balance 31.12.2023
949,176
29,506,030
54,151,946
8,118,361
284,101
93,009,614
Accumulated Depreciation
Balance 31.12.2022
424,046
4,820,453
3,098,133
1,873,093
164,518
10,380,243
Disposals
(130,839)
(137,864)
-
(744,981)
-
(1,013,684)
Depreciation during the 1.1-
31.12.2023 period
245,807
2,576,690
5,976,398
1,453,974
24,676
10,277,545
Balance 31.12.2023
539,015
7,259,278
9,074,531
2,582,086
189,194
19,644,104
Net Book Value
Balance 31.12.2023
410,162
22,246,752
45,077,415
5,536,275
94,906
73,365,510
Balance 31.12.2022
123,452
21,479,057
25,175,177
3,547,953
119,583
50,445,221
11. Investment Property
Cost
Land
Buildings
Total
Land
Buildings
Total
Balance 31.12.2022
11,222,346
315,351
11,537,697
1,991,285
254,450
2,245,736
Disposals 1.1-31.12.2023
(4,830,000)
-
(4,830,000)
-
-
-
Assets Revaluations
235,210
600
235,810
19,700
-
19,700
Balance 31.12.2023
6,627,556
315,951
6,943,507
2,010,985
254,450
2,265,436
Balance 31.12.2022
11,222,346
315,351
11,537,697
1,991,285
254,450
2,245,736
GROUP
COMPANY
The Group, with a reference date of 31/12/23 in the context of a review of the value of investment property, assigned to independent Certified
Valuators the valuation of property.
The value of investment property for the Group under the historical cost method of valuation would amount € 5,969 thousand for fiscal year 2023
and
€8,919 thousand for fiscal year 2022 respectively. The value of investment property for the company under the historical cost method of
valuation would amount € 2,326 thousand for fiscal year
2023 and €2,398 thousand for fiscal year 2022 respectively
.
153
Α/Α
PROPERTIES
Revaluation based on
fair value at
31/12/2023 (€)
Revaluation based on
fair value at
31/12/2022 (€)
Change (€) during the
period 1/1-
31/12/2023
Additions/ (disposals)
of the period
Recognition to Income
Statement
1.
Real Estate property of Concurrent (Romania)
1,012,460
990,400
22,060
-
22,060
2.
Real Estate property of Bupra (Romania)
2,895,630
2,727,700
167,930
-
167,930
3.
Real Estate property of Faethon (Romania)
548,170
524,000
24,170
-
24,170
4.
Real Estates of ETETH
221,810
219,860
1,950
-
1,950
5.
AVAX Development
-
4,830,000
(4,830,000)
(4,830,000)
-
6.
AVAX S.A.
2,265,437
2,245,737
19,700
-
19,700
TOTAL
6,943,507
11,537,697
(4,594,190)
(4,830,000)
235,810
Α/Α
PROPERTIES
Revaluation based on
fair value at
31/12/2022 (€)
Revaluation based on
fair value at
31/12/2021 (€)
Change (€) during the
period 1/1-
31/12/2022
Additions/ (disposals)
of the period
Recognition to Income
Statement
1.
Real Estate property of Concurrent (Romania)
990,400
921,100
69,300
-
69,300
2.
Real Estate property of Bupra (Romania)
2,727,700
2,610,500
117,200
-
117,200
3.
Real Estate property of Faethon (Romania)
524,000
451,200
72,800
-
72,800
4.
Real Estates of ETETH
219,860
213,100
6,760
-
6,760
5.
AVAX Development
4,830,000
5,300,000
(470,000)
(500,000)
30,000
6.
AVAX S.A.
2,245,737
3,359,337
(1,113,600)
(1,133,000)
19,400
TOTAL
11,537,697
12,855,237
(1,317,540)
(1,633,000)
315,460
2)With a reference date of 31/12/2022 in the context of the annual regular review of the value of investment properties, the Management assigned to independent Certified Valuators the valuation of the main
properties. The new valuations compared to the previous ones show fluctuations in the value of real estate. Following this, the Group has accounted the related adjustments. Therefore, the fair values for 31/12/2022
were formulated for the purpose or applying IAS 40 as follows
:
1)With a reference date of 31/12/2023 in the context of the annual regular review of the value of investment properties, the Management assigned to independent Certified Valuators the valuation of the main
properties. The new valuations compared to the previous ones show fluctuations in the value of real estate. Following this, the Group has accounted the related adjustments. Therefore, the fair values for 31/12/2023
were formulated for the purpose or applying IAS 40 as follows
:
11a.
Net profit or loss from fair value ajdustments for investment properties
154
12. Intangible Assets
GROUP
Cost
Software
Other Intangible
Assets
Energy stations
licenses
Total
Balance 31.12.2022 (continuing and
discontinued activities)
4,891,479
26,200
288,141
5,205,821
Acquisitions during the 1.1-31.12.2023
period
271,059
-
554,189
825,248
Impairment of assets
-
-
-
-
Subsidiaries Disposals
-
-
-
-
Disposals during the
1.1-31.12.2023
period
(31,936)
-
(336,532)
(368,468)
Balance 31.12.2023 (continuing and
discontinued activities)
5,130,602
26,200
505,799
5,662,601
Accumulated Depreciation
Balance 31.12.2022 (continuing and
discontinued activities)
4,319,909
12,554
-
4,332,463
Amortisation charge 1.1-31.12.2023
341,993
1,048
624
343,665
Subsidiaries Disposals
-
-
-
-
ΜειÏŽσεις περιÏŒδου 1.1-31.12.2023
(29,687)
-
-
(29,687)
Balance 31.12.2023 (continuing and
discontinued activities)
4,632,215
13,602
624
4,646,441
Net Book Value
Balance 31.12.2023 (continuing and
discontinued activities)
498,387
12,598
505,175
1,016,160
Balance 31.12.2022 (continuing and
discontinued activities)
571,570
13,646
288,142
873,358
Balance 31.12.2023 (discontinued
activities)
69,886
12,074
-
81,960
Balance 31.12.2022 (discontinued
activities)
116,754
13,122
288,142
418,017
Balance 31.12.2023 (continuing
activities)
428,500
524
505,175
934,199
Balance 31.12.2022 (continuing
activities)
454,817
524
0
455,341
COMPANY
Cost
Software
Balance 31.12.2022
4,480,687
Acquisitions during the 1.1-31.12.2023
period
234,462
Net foreign currency exchange
differences
150
Disposals during the
1.1-31.12.2023
period
(30,996)
Balance 31.12.2023
4,684,303
Accumulated Depreciation
Balance 31.12.2022
4,044,985
Amortisation charge 1.1-31.12.2023
275,689
Net foreign currency exchange
differences
146
Disposals during the
1.1-31.12.2023
period
(29,687)
Balance 31.12.2023
4,291,134
Net Book Value
Balance 31.12.2023
393,169
Balance 31.12.2022
435,702
155
13. Investments in Subsidiaries/associates and other companies
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Investments in Subsidiaries
-
-
85,333,402
86,819,817
Investments in Associates
172,980,736
162,247,233
-
-
Other participating companies
(Participating interests)
1,402,690
1,049,494
3,032,212
881,734
174,383,426
163,296,727
88,365,614
87,701,551
Investments in Associates
31.12.2023
31.12.2022
Cost of investments in Associates
162,247,233
219,617,635
Share of Post-Acquisition Profit
31,254,000
31,004,816
Net of Dividend received
(26,256,115)
(43,239,328)
Return of capital invested
(5,250,000)
-
Disposal of Associates
-
(50,412,665)
Cash flow hedging reserve
(2,676,430)
1,620,345
Additions/ (Decrease)
13,662,048
3,656,431
Balance
172,980,736
162,247,233
In the following table, a brief Financial Infromation is indicated for the total of the associate companies
amounts in thousands euro
COMPANY
ASSETS
LIABILITIES
TURNOVER
PROFIT/(LOSS)
AFTER TAX
1
ATTIKI ODOS SA
302,815
130,640
215,006
83,443
2
AEGEAN MOTORWAY SA
552,932
524,221
91,206
1,107
3
KEDRINOS LOFOS S.A. (FLYOVER)
77,889
81,604
16,914
(3,077)
4
KEDRINOS LOFOS OPERATIONS S.A. (FLYOVER)
24
3
-
(4)
5
ATTIKES DIADROMES SA
37,283
16,594
48,086
(4,906)
6
ATHENS CAR PARKS SA
18,753
9,374
5,549
1,331
7
ENERGY CENTRE R.E.S. CYCLADES S.A.
142
141
-
(74)
8
ATTICA DIODIA S.A.
6,219
7
-
(7)
9
AG.NIKOLAOS CAR PARKS S.A.
3,429
578
1,073
271
10
METROPOLITAN ATHENS PARK S.A.
8,003
4,225
-
(10)
11
SALONICA PARK S.A.
2,936
8,201
285
(498)
12
VIOENERGIA SA EXPLOITATION OF ENERGY
RESOURCES
219
173
369
(22)
13
5Ν S.A.
339
171
8
(157)
14
STARWARE ENTERPRISES LTD
15,500
6,170
-
(641)
15
LIMASSOL MARINA LIMITED
163,540
65,650
30,040
8,040
16
POLISPARK S.A.
803
603
1,982
(114)
17
ILIA WASTE MANAGEMENT (PPP)
22,352
20,853
4,901
(380)
18
ILIA WASTE MANAGEMENT OPERATION
2,567
2,647
3,570
(80)
1,215,745
871,855
418,988
84,222
GROUP
COMPANY
GROUP
156
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Assets
Non-current assets
2,989,569
1,250,223
2,987,622
1,240,253
Current assets
209,445,542
185,486,600
201,942,926
180,581,293
212,435,111
186,736,823
204,930,548
181,821,546
Liabilities
Long-term liabilities
3,203,832
2,803,694
3,193,850
2,798,503
Short-term liabilities
247,865,999
213,175,385
240,593,024
208,340,871
251,069,832
215,979,079
243,786,874
211,139,374
Net Worth
(38,634,721)
(29,242,256)
(38,856,326)
(29,317,828)
Turnover
35,337,521
66,958,651
30,552,719
62,651,268
Cost of sales
(43,607,817)
(60,563,683)
(38,968,548)
(56,328,363)
Profit/ (loss) after tax
(8,270,296)
6,394,969
(8,415,829)
6,322,904
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Investments in GROUP/AVAX S.A
137,080,403
132,176,387
160,871,255
141,045,251
137,080,403
132,176,387
160,871,255
141,045,251
As a result an amount of €128.6 mil. is not depicted in the consolidated balance sheet and refers to the difference between
fair value and net position of the concessions (except those mentioned above) which are consolidated with the equity
method.
GROUP
COMPANY
The following amounts represent the share of assets, liabilities, sales and earnings of the Group's companies in joint
ventures and are included in the statement of financial position and statement of comprehensive income:
GROUP
COMPANY
In order to provide more detailed information, it is mentioned that in the Company the valuation of concessions is stated
at fair value, according to
Independent Appraisers valuations. The last estimate was performed on 31.12.2023.
In
the consolidated balance
sheet of
the Group,
concessions
are reported by
the equity
method, except
for the
participations
below 20% (Moreas Highway and Olympia Odos, which are
reported
at fair value).
157
(amounts in €)
3
1.12.2023
31.12.2022
31.12.2023
31.12.2022
Beginning of the period balance
132,176,387
120,064,112
141,045,251
399,195,045
Additions
1. Reclassifications (and measurement at fair
values)
-
-
-
-
2. Participations/increase of investments
122,916
8,246,549
28,411,989
421,413
3. Adjustments to fair values
9,244,319
10,383,663
1,069,208
364,421
Reductions
1. Sales/write-offs
-
-
-
(227,740,681)
2. Adjustment to fair values (impairments
through equity)
(4,463,218)
(6,517,938)
(9,655,193)
(31,194,946)
3. Impairments (through P&L)
-
-
-
-
4. Other changes
-
-
-
-
Ending period balance
137,080,403
132,176,387
160,871,255
141,045,251
Table 2a: Differences between fair values and cost 31.12.2023
(amounts in €)
Cost
Fair Value
Revaluation Surplus
Credited to Fair
Values Revaluation
Reserve
Revaluation Surplus
Credited/ (Debited)
to Profit and Loss
Revaluation Surplus
Credited to Minority
Interest
Deferred Tax Asset
Group
Participations <20%
62,602,843
137,080,403
91,805,787
(17,328,227)
-
2,884,924
Ending period balance
62,602,843
137,080,403
91,805,787
(17,328,227)
-
2,884,924
Company
Participations <20%
34,251,305
4,327,748
(12,595,330)
(17,328,227)
-
2,770,972
Participations from 20% to 50%
68,778,514
156,543,507
87,764,993
-
-
1,306,317
Participations >50%
-
-
-
-
-
-
Total
103,029,818
160,871,255
75,169,663
(17,328,227)
-
4,077,289
Table 2b: Differences between fair values and cost 31.12.2022
(amounts in €)
Cost
Fair Value
Revaluation Surplus
Credited to Fair
Values Revaluation
Reserve
Revaluation Surplus
Credited/ (Debited)
to Profit and Loss
Revaluation Surplus
Credited to Minority
Interest
Deferred Tax Asset
Group
Participations <20%
63,979,543
132,176,387
85,525,071
(17,328,227)
-
2,312,526
Ending period balance
63,979,543
132,176,387
85,525,071
(17,328,227)
-
2,312,526
Company
Participations <20%
33,875,315
5,424,760
(11,122,328)
(17,328,227)
-
2,446,912
Participations from 20% to 50%
62,880,573
135,620,491
72,739,918
-
-
1,547,992
Participations >50%
-
-
-
-
-
-
Total
96,755,887
141,045,251
61,617,590
(17,328,227)
-
3,994,904
GROUP
COMPANY
31.12.2023
31.12.2023
Change by +1%
(13,547,576)
(11,125,391)
Change by
-1%
15,457,823
13,040,305
At a company level, the change in adjustments to fair values (impairments) regards Attiki Odos and Moreas S.A.
At a group level, the change in Additions - Adjustments to Fair values (impairments through Equity) of the Financial Assets mainly regards Olympia Odos
.
The valuation of the concession companies has been conducted from an independent valuator. Valuations were based on data from financial models, approved by the concession companies,
and the financing banks. The discount rate in 2023 varies from 7.1% to 8.7%, which has been calculated with the Weighted Average Discount Rate method (WACC), considering the completion
stage and the maturity degree of each concession project, and considering the total risk estimated in Greece and abroad
.
Table 1: Analysis of the Account "Financial Assets at Fair Value through other Comprehensive Income"
According to IFRS 9 the following financial instruments are recognized as Financial Assets at Fair Value through other Comprehensive Income (level 3)
.
GROUP
COMPANY
158
(amounts in euros)
Participation Type
Cost 31/12/2023
Fair Value 31/12/2023
Revaluation Surplus
Credited to Fair Values
Revalution Reserve
Group
Share Capital
51,470,562
48,529,019
-
FA's
67,177,646
60,268,069
-
Total
118,648,208
108,797,087
-
Share Capital
111,737,044
121,394,125
9,657,081
FA's
1,585,988
1,068,023
(517,965)
Total
113,323,032
122,462,148
9,139,116
Share Capital
5,088,625
31,030,317
-
FA's
7,456,319
-
-
Total
12,544,944
31,030,317
-
Share Capital
17,328,227
-
-
FA's
16,597,128
4,001,798
(12,595,330)
Total
33,925,355
4,001,798
(12,595,330)
Share Capital
1,395,256
3,652,213
-
FA's
2,318,264
3,013,514
-
Total
3,713,520
6,665,727
-
Share Capital
1,750,000
22,902,572
-
FA's
3,931,301
4,754,567
-
Total
5,681,301
27,657,139
-
Share Capital
188,769,714
227,508,244
9,657,081
FA's
99,066,646
73,105,971
(13,113,295)
Ending period balance
287,836,360
300,614,215
(3,456,214)
Company
Share Capital
5,088,625
31,030,317
25,941,692
FA's
7,456,319
-
(7,456,319)
Total
12,544,944
31,030,317
18,485,373
Share Capital
17,328,227
-
-
FA's
16,597,128
4,001,798
(12,595,330)
Total
33,925,355
4,001,798
(12,595,330)
Share Capital
1,395,256
3,652,213
2,256,957
FA's
2,318,264
3,013,514
695,250
Total
3,713,520
6,665,727
2,952,207
Share Capital
1,750,000
22,902,572
-
FA's
3,931,301
4,754,567
-
Total
5,681,301
27,657,139
-
Share Capital
25,562,108
57,585,101
28,198,649
FA's
30,303,012
11,769,879
(19,356,399)
Ending period balance
55,865,120
69,354,980
8,842,249
15c. Net Investment in Concession Companies subscribed in the form of Last Priority Financial Assets (Subordinated Debt)
The Group participates in some Concession Companies, in two ways: i) participation in the form of Share Capital, and ii) participation in the form of Financial Assets
of Last Priority (Subordinated Debt), which are issued by the Concession Companies.
The FA's LP are classified and accounted for according to IAS 39, as Available-for-Sale Financial Assets (Net investment to Concession Companies). The FA's LP along
with the participation in the Share Capital of the Concession Company, are measured to Fair Value (method of Present Value). The difference between the cost and fair
value is recognized directly to Other Comprehensive Income (namely, to Equity)
.
The main characteristics of the above Last Priority FA's are the following:
a) The participation in the form of FA's LP is issued contractually with specific and fixed analogy to the Share Capital (pro rata),
b) The subscription of FA's LP is maintained steadily throughout the lifetime of the concession proportionally to the participation in the Share Capital,
c) The transfer of the FA's LP contractually is carrying out along with the corresponding transfer of an equal percentage of Share Capital
,
e) The FA's are of Last Priority; they have last priority against all other claims of the Assets of the Concession Company in case of liquidation (subordinated debt - last
in line). They are treated as equity equivalent to the Share Capital, bearing the same risk
,
1) Aegean Motorway
(Participation > 20%)
2) Olympia Odos
(Participation < 20%)
d) The FA's LP do not contractually have a fixed terminated date, and the Company cannot demand for their future repayment,
f) The capital structure of the Concession Companies Equity, contractually does not distinguish the subscription in the form of Share Capital with the subscription in
the form of the FA's LP (equity equivalent).
The following table provides analytically the financial data of the Concessions Companies, where the Company participates both to Share Capital and to Last
Priorities FA's
.
2) Moreas
(Participation < 20%)
3) Ilia Waste Management (PPP)
(Participation > 20%)
Total of Participations
3) Marina Limassol
(Participation > 20%)
4) Moreas
(Participation < 20%)
5) Ilia Waste Management (PPP)
(Participation > 20%)
Total of Participations
1) Marina Limassol
(Participation > 20%)
6) Kedrinos Lofos S.A. (Flyover)
(Participation > 20%)
4) Kedrinos Lofos S.A. (Flyover)
(Participation > 20%)
159
16. Other non-current assets and other long-term receivables
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Other non-current assets
6,416,399
6,652,235
236,455,683
237,479,501
Other Long term receivables
166,077
158,922
628,400
303,714
17. Deferred tax assets
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Deferred tax assets
24,506,467
22,765,426
31,762,567
31,093,494
24,506,467
22,765,426
31,762,567
31,093,494
Analysis of Deferred tax assets
Description
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Receivables - Deferred Income
5,929,848
4,795,907
5,015,240
4,781,300
2,092
4,833
376
4,833
13,449,593
13,113,740
22,224,542
21,910,730
438,222
407,660
445,120
401,728
Adjustment to Fair Value of investments in
participation
4,686,712
4,443,285
4,077,289
3,994,904
24,506,467
22,765,426
31,762,567
31,093,494
Changes in "Deferred Income Tax Assets" account
31.12.2023
31.12.2022
31.12.2023
31.12.2022
22,765,426
21,718,282
31,093,494
30,725,514
221,435
176,664
82,386
(2,080)
Deductible temporary differences
1,519,606
870,481
586,687
370,060
Balance
24,506,467
22,765,426
31,762,567
31,093,494
GROUP
COMPANY
GROUP
COMPANY
Direct credit (debit) in Capital Reserves
Credit / (debit) on the income statement
COMPANY
GROUP
Balance 01/01
Derecognition of receivables and investments
in participations
Differences in Intangible/ tangible assets
Provision for employee termination
compensation
GROUP
COMPANY
160
18.Deferred tax liabilities
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Deferred tax liabilities
24,360,283
18,046,950
21,950,276
15,533,262
24,360,283
18,046,950
21,950,276
15,533,262
Description
31.12.2023
31.12.2022
31.12.2023
31.12.2022
256,547
256,548
256,547
256,548
Receivables - Deferred Income
5,455,714
5,209,059
4,587,174
4,435,690
Deferred income tax liability
15,957,080
10,044,432
15,385,797
9,142,979
Adjustment to fair value due to revaluation of
fixed assets
2,690,942
2,536,913
1,720,758
1,698,046
24,360,283
18,046,950
21,950,276
15,533,262
Change in "Deferred Tax Liabilities" account
31.12.2023
31.12.2022
31.12.2023
31.12.2022
18,046,950
14,433,368
15,533,262
12,669,014
416,866
822,201
544,538
649,550
Deductible temporary differences
5,896,467
2,791,381
5,872,476
2,214,698
24,360,283
18,046,950
21,950,276
15,533,262
19. Inventories
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Finished & semi-finished goods
1,356,420
1,862,594
152,169
145,169
Work in progress
6,367,146
3,439,521
3,027,672
1,558,339
Raw materials
24,177,238
16,017,650
21,908,878
13,190,697
31,900,803
21,319,764
25,088,720
14,894,205
Work in Progress
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Buildings for disposal after construction
6,367,146
3,439,521
3,027,672
1,558,339
Tax exempt Reserves
GROUP
COMPANY
GROUP
COMPANY
GROUP
COMPANY
GROUP
The accounting policy of the company Inventories is that evaluates them at the lower of cost and net realisable value.
GROUP
COMPANY
Balance 01/01
Direct debit (credit) in Capital Reserves
Debit (credit) in Income Statement
Balance 31/12
COMPANY
161
20. Contractual Assets
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Contractual assets
214,629,790
148,637,575
213,291,183
147,272,976
Contractual obligations
4,955,159
7,030,107
4,174,677
2,339,677
Net contractual assets
209,674,631
141,607,468
209,116,506
144,933,299
Accumulated expenses
8,996,768,351
8,609,514,800
8,625,029,976
8,258,307,831
plus: Recognised profit (cumulatively)
1,069,578,970
1,011,070,757
994,656,907
938,741,218
less: Recognised loss (cumulatively)
387,815,762
351,736,060
387,397,762
351,588,087
less: Partially Invoiced up to 31/12
9,468,856,928
9,127,242,029
9,023,172,615
8,700,527,663
209,674,631
141,607,468
209,116,506
144,933,299
Turnover
Contracts expenses
recognized in the
repording period
374,640,249
337,063,983
355,123,779
322,679,640
plus: Recognized profit for the reporting
period
32,157,530
20,992,172
29,778,272
20,499,665
Revenues from Construction contracts
recognized during the reporting period
406,797,779
358,056,155
384,902,050
343,179,305
Total advances received
236,358,927
167,050,733
233,222,226
164,435,497
GROUP
COMPANY
2) Contract Cost to complete the contract
According to the Budgetary Control System applied by the Group, revisions and re-evaluations are carried out on a semi-annual basis.
Revenues and expenses relating to each construction contract are recognised in the income statement, depending on the percentage of
completion on reporting date. Expenses which have incurred but the relative construction work has not yet been invoiced to clients are
recognised in the income statement, along with the proportional profit or loss provided for in the contract. According to GR GAAP, these
expenses were recognised as work in progress, and their relative profit or loss was instead recognised in the reporting period in which
the works were invoiced rather than carried out. Moreover, for any project with an estimated loss, that loss is recognised immediatelly
in the income statement.
The Group uses the stage of completion to determine the appropriate amount of income and expenditure to recognize in a particular
period. Specifically, based on the input method of IFRS 15, the construction cost at each reference date is compared to the total budgeted
cost in order to determine the percentage of completion. The stage of completion is measured based on the contractual costs incurred up
to the reporting date in relation to the total estimated construction costs of each project.
The
Group uses
an integrated Management Information System which produces the
following information to draw consistent and
reliable estimates of the percentage of completion of contracts:
1) Total Revised Contract Revenue
162
21. Clients and other receivables
Clients
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Receivables from clients
195,818,387
204,004,643
177,008,944
185,518,227
Allowance for doubtfull debtors
(56,689,351)
(53,741,965)
(56,296,416)
(53,349,029)
139,129,036
150,262,678
120,712,529
132,169,198
Other receivables
Receivables from associates
59,326,888
55,723,161
62,820,179
59,980,689
Debtors
61,419,560
57,118,956
56,030,804
52,149,968
2,614,199
17,007,199
11,545,422
24,234,331
Advances and credit accounts
22,658,399
16,518,536
21,442,777
15,291,880
Allowance for doubtfull debtors
(55,864,945)
(54,025,837)
(52,339,142)
(50,800,034)
90,154,101
92,342,015
99,500,039
100,856,833
Prepaid expenses
29,870,009
20,761,492
29,649,413
20,651,555
Accrued income
52,714,918
7,154,381
48,106,611
5,169,890
82,584,926
27,915,873
77,756,025
25,821,444
172,739,027
120,257,888
177,256,064
126,678,278
21a. Ageing Analysis of clients
As of 31/12/2023 the ageing analysis for the account Clients is as follows:
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Not in arrears
80,318,517
68,400,152
65,862,479
55,740,986
In arrears
3 - 6 months
8,982,161
6,232,398
8,756,137
5,132,398
6 - 12 months
9,560,189
21,676,041
8,591,619
21,676,041
1 - 2 years
14,374,240
15,514,427
14,082,847
14,514,427
>2 years
25,893,930
38,439,660
23,419,447
35,105,346
139,129,036
150,262,678
120,712,529
132,169,198
Until 2015, the Client did not proceed with any payment, nor did they hand over the construction site which was near a war zone (Tripoli) and had
been occupied by the Lebanese army. The company proceeded to suspend the construction works of the project, as well as submitted to the State of
Lebanon, as provided for in Article 9.2 of the BIT between Greece and Lebanon, the request for an amicable settlement (Official Notice for Amicable
Solution) on 24.02.2015 and thereafter, second more detailed "Official Notice for Amicable Solution" on 16.06.2015. The claim amounted to €
51,788,000.
In 2016 the Company after failing to find an amicable settlement, in August 2016, initiated before the International Center for the Settlement of
Investment Disputes (ICSID), an International Arbitration procedure having raised a claim for compensation against the Government of Lebanon,
amounting to € 370,570,785 based on rights arising from the Convention.
Because the arbitration process was at an initial stage with delays of 1-2 years, the recovery assessment by the Administration was limited only to the
invoiced part, i.e. € 51,788,000.
In 2017 the claim of € 51,788,000 is now more than 2 years in arrears. However, because the procedure for which the Arbitration Request has been
filed was still in its initial stages, the assessment of recoverability by the Administration, based on the relevant letter of the Legal Adviser, continued
to be limited only to the invoiced part, i.e. € 51,788,000.
In 2018, a proposal was made to AVAX SA to replace the EPC Contract between the State of Lebanon and AVAX, by a PPA" (Long Term Power Purchase
Agreement), which would finance the construction through Private Investors who would participated in the project and if the Company agreed they
would proceed to a decision of ratification by the Lebanese Council of Ministers. Indeed the decision by the Lebanese Council of Ministers was issued
in May 2018.Due to the delays of more than three (3) years, the assessment of recoverability by the Administration, based on the relevant letter of the
Legal Adviser of the claim was limited to € 43,788,000 after provision of a risk of € 8,000,000.
The Management of AVAX is certain that the Greek State is reliable concerning the claims of the projects, and for this reason it will continue to
participate in the tenders of the Greek State, taking into account of course the possibility of the delayed payments.
The receivables from clients of the Company and the Group include a revised amount of € 14.8 million which is in arrears for more than five years.
This amount refers partially to an invoiced amount under a contract signed with the Government of Lebanon on 12.04.2013, for the construction of the
Deir Aamar thermal power plant (Phase II), near Tripoli, Lebanon, which would include the construction of a 590 MW Combined Cycle, capable of
operating with natural gas, light and heavy oil, and would consist of 3 wind turbines, 3 boilers and 1 steam turbine.
As the above claims also include the ones from the Greek State which are confirmed and certified, the Management estimates that they will be
collected in their entirety.
The Group's impwindment provisions of other receivables amounting to € 55.9 million are analyzed as follows: € 24.4 million are receivables from
associates, € 30.4 million are
debtors and € 0.8 million are advance & credit management accounts
plus € 0.3 in other participating companies.
The Company's impwindment provisions of other receivables amounting to € 52.3 million are analyzed as follows: € 24.3 million concern claims
against relatives, € 27.1 million concern sundry debtors and € 0.9 million concern advance & credit management accounts
.
GROUP
COMPANY
GROUP
COMPANY
Receivables from subsidiaries (participating interests)
163
4) In the event that the Lebanese state does not voluntarily comply with such a decision, the Company is entitled to recognize and enforce it not only in
Lebanon and Greece, based on the Washington Convention, to which both countries are members, but also in all its other member states, i.e. in 158
states.
Therefore, the Company remains in the assessment of recoverability (based on the passage of time only), as long as with the announcement of
bankruptcy of Lebanon, based on the above, there is no need for further impairment.
In 2020, after the start of the war in Lebanon, due to the fact that the PPA could not be signed by the Government of Lebanon, the Company decided to
resume the suspended arbitration before ICSID.
In 2020 the Company finally submitted its first full Claimant's Memorandum.
Due to the further delays, the Company based on the relevant letter of the Legal Adviser limited the claim to €24,788,000, according to the
Management's estimate, for the recoverability of the claim on 31.12.2020.
In 2019, the agreement for the establishment of the PPA" was reached and included the delivery to AVAX of an LG of €30 million as a guarantee for the
collection of €30 million with the signing of the documents and the agreement to give another €5 million, twelve (12) months after the collection of €
30 million. The Company proceeded with a request for the suspension of the Arbitration with an end date of the suspension on 31.05.2020. The
Company, according to the assessment of recoverability by the Management, based on the relevant letter of the Legal Adviser on 31.12.2019, limited
the claim to € 28,788,000.
1
) The arbitral tribunal (International Center for the Settlement of Investment Disputes - ICSID) operates under the auspices of the World Bank.
2) The arbitration shall be governed by the Convention on the Settlement of Investment Disputes between States and Nationals of another State
(Washington Convention 1965) and the decisions of the tribunal shall be final and binding on the parties, who shall be bound by it. If a state does not
pay the compensation based on the arbitral award and therefore does not comply with it, it violates an international obligation it has undertaken
under an international treaty and therefore bears international responsibility.
3) Arbitral awards under the Washington Convention, being final and binding on the parties, cannot be challenged except by an application for
annulment before ICSID itself regardless of the seat of the arbitration
.
In 2021, specifically on 23.06.2021, the State of Lebanon submitted its detailed memorandum and on 06.08.2021 both parties simultaneously
submitted requests for the production of documents.
Due to the further delay, the Company limited the claim to €22,788,000 based on the Management's estimate, based on the relevant letter from the
Legal Adviser on the recoverability of the claim.
On 14.02.2022 the Company submitted its response to the memorandum of the State of Lebanon.
On 12.07.2022, the last written submission was made on behalf of Lebanon.
Through the arbitration process and after the hearings of the experts, the Company's claim now amounts to €340,924,000. Lebanon did not present
witness statements to differentiate the amounts.
The claim has been impaired over time to € 14.788.000 on
31.12.2023
Regarding the collectability of the claim after any decision of the ICSID, in relation to the 04.04.2022 declaration of bankruptcy of Lebanon, the
Company took into account the letter of the Legal Adviser according to which (in summary):
On 14.11.2022, the second part of the hearing took place, which concerned the examination of the company's experts (the Lebanese side presented no
experts). On 12.04.2023
the Post Hearing Briefs were submitted, followed by the "Submission on Costs" on 28.07.2023. Following the hearing
completion-which according to the lawyers was in favour of the Company- the Court decision is anticipated in 2024.
164
(amounts in euro)
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Not in arrears
93,550,655
51,260,561
83,483,941
43,452,543
In arrears
3 - 6 months
11,312,821
18,250,618
11,912,805
18,460,965
6 - 12 months
18,972,927
18,906,420
19,508,468
19,824,420
1 - 2 years
27,311,206
13,045,949
28,491,331
13,758,055
>2 years
21,591,417
18,794,341
33,859,519
31,182,294
172,739,027
120,257,888
177,256,064
126,678,278
The impairment provisions for trade receivables are analyzed as:
GROUP
COMPANY
Balance
December 31st
2021
104,577,020
101,121,848
Additional allowances
3,329,995
3,166,428
Used allowances
(139,213)
(139,213)
Balance
December 31st
2022
107,767,802
104,149,063
Additional allowances
6,214,000
5,914,000
Used allowances
(1,427,505)
(1,427,505)
Balance
December 31st
2023
112,554,297
108,635,558
21c. Other
Debtors / Ongoing litigation
GROUP
COMPANY
a. In the pending court case against construction company "Technical
Union", and regarding the arbitration decision
#21/2005 which ordered technical union to pay to the Company €16.3 million plus interest, for a deficit in the net position of
Technical Union which was absorbed by the Company, there are pending acts of the executive process with auctions or
confiscation of assets owned by the family of the former shareholders of Technical Union for collection of the claim.
Following the death of the owner of Technical Union, the progress of the execution is frozen until the identity of his heirs
emerges. Αfter the impairment of receivables, according to provisions based on IAS 37, a balance of € 1.82 million remains.
(b) Action by ATHΕNA (now AVAX S.A.) against PPC ("Atherinolakkos" Project) and for which an expert opinion was ordered that
determined the amount of € 6,031,637 on 17.9.2020. This lawsuit was accepted in favor of ATHΕNA for funds amounting to €
4,757,158 plus interest, which started running from December 2009, and which until 14.06.2023 amount to €6 mil.. PPC filed
an appeal which, after one postponement, was adjudicated on 18.01.2024.
For amounts that were overdue for more than 365 days and have not been impaired,
sufficient provisions have been made..
165
22. Cash and cash equivalent
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash in hand
44,235
131,653
11,325
104,787
Cash at bank
76,447,969
84,630,398
71,207,726
80,079,652
76,492,204
84,762,051
71,219,051
80,184,439
22a.
Restricted
Cash Deposits
Restricted Cash Deposits (Non-current)
-
-
-
-
Restricted Cash Deposits (Current)
452,489
1,863,839
452,489
1,863,839
Total restricted cash deposits
452,489
1,863,839
452,489
1,863,839
Balance of Cash and cash equivalent
76,944,693
86,625,890
71,671,540
82,048,279
23. Trade and other payables
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Trade payables
169,824,239
121,886,929
155,044,181
108,234,445
Advances from clients
66,105,398
35,157,836
62,968,696
32,542,599
Other current payables
162,394,641
116,038,881
169,598,388
132,008,167
398,324,278
273,083,647
387,611,265
272,785,211
AGEING ANALYSIS TRADE AND OTHER PAYABLES (Advances from clients not included)
31.12.2023
31.12.2022
31.12.2023
31.12.2022
0-90 days
182,641,457
116,136,864
175,438,874
110,853,265
91-180 days
27,853,536
23,265,804
28,231,901
24,397,171
181-365 days
41,041,848
44,919,088
40,968,509
48,660,978
366-731 days
40,309,084
19,656,861
40,668,745
20,507,833
>731 days
40,372,956
33,947,194
39,334,541
35,823,365
332,218,880
237,925,811
324,642,570
240,242,612
AGEING ANALYSIS ADVANCES FROM CLIENTS
31.12.2023
31.12.2022
31.12.2023
31.12.2022
0-90 days
19,466,603
5,325,449
18,542,913
4,960,801
91-180 days
16,872
6,974,899
16,071
6,862,866
181-365 days
13,204,980
5,123,889
12,578,404
4,649,849
366-731 days
16,109,152
10,298,675
15,344,773
8,811,153
>731 days
17,307,791
7,434,924
16,486,536
7,257,930
66,105,398
35,157,836
62,968,696
32,542,599
Other current payables
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Social security
7,595,590
6,075,236
7,011,933
5,462,012
Dividends payable
131
131
-
-
Payables to subsidiaries
-
-
18,240,139
32,484,546
Payables to Associates/ other
participating companies
48,218,466
22,130,323
40,582,354
20,772,913
Other payables
106,580,453
87,833,191
103,763,962
73,288,696
162,394,641
116,038,881
169,598,388
132,008,167
GROUP
COMPANY
In the Group all restricted cash deposits
are from the parent company that amounts to € 452,489
.
GROUP
COMPANY
GROUP
COMPANY
GROUP
COMPANY
GROUP
COMPANY
Due to the addition of new projects of long duration, an amount of €131,892,897 has been reclassified in the comparable
period from "Short Term Advances from clients" to the "Non-current liabilities-Prepayments" item. (see note 29
)
166
24. Income tax and other tax liabilities
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Income tax
919,996
3,391,236
611,639
3,000,791
Deffered Tax
13,352,611
8,633,467
12,195,864
7,469,915
14,272,607
12,024,704
12,807,503
10,470,706
For fiscal year 2023, the Company and its subsidiaries that are taxed in Greece, have been subject to the tax audit by a
Certified Public Accountant based on the provisions of no. 65A par. 1 of Law 4174/2013 as amended and valid until today.
This audit for the fiscal year 2023 is in progress and the relevant tax certificate is expected to be granted after the
publication of the financial statements for the fiscal year 2023. If additional tax liabilities arise until the completion of the
tax audit, we estimate that these will not have a material impact on the financial statements.
GROUP
COMPANY
For the fiscal years from 2015 up to 2022, the Company and its subsidiaries operating in Greece have been subjected to tax
auditing by the statutory auditors, according to article 65A paragraph 1 of Law 4174/2013, and received Tax Compliance
Certificates with an unqualified opinion. It should also be noted that for the years 2016 onwards, the tax audit and the
issuance of a Certificate of Tax Compliance by the Statutory Auditors, are valid on an optional basis. The Group and the
Company chose to continue the tax audit by the Certified Public Accountants.
The Large Corporation Tax Bureau has carried out tax audits up to the fiscal year 2016, while for the fiscal year 2017 to
2021 the tax audit is ongoing.
The tax rate of the Company according to art. 58 Law 4172/2013, as amended by art. 120 of Law 4799/2021 (Government
Gazette AD78 / 18.05.2021) and is valid, amounts to 22%
.
167
25. Borrowings
Short term borrowings
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Short term debentures payable in the
following year
34,540,324
47,436,174
34,232,824
47,436,174
Short term loans
27,862,609
30,684,608
27,057,762
25,642,007
62,402,933
78,120,782
61,290,586
73,078,181
Long - term borrowings
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Long term debentures
197,027,160
228,278,071
195,021,260
228,278,071
Long -term loans
-
650,000
-
650,000
197,027,160
228,928,071
195,021,260
228,928,071
Total Borrowings
259,430,093
307,048,853
256,311,846
302,006,252
Ageing Analysis of Long Term Borrowings
31.12.2023
Between 1 & 2
years
Between 2 & 5
years
Over 5 years
Total
Group
113,205,750
83,650,110
171,300
197,027,160
Company
112,870,750
82,150,510
-
195,021,260
31.12.2022
Between 1 & 2
years
Between 2 & 5
years
Over 5 years
Total
Group
42,775,000
183,153,071
3,000,000
228,928,071
Company
42,775,000
183,153,071
3,000,000
228,928,071
Sensitivity analysis in interest rates
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Short-term Loans
62,402,933
78,120,782
61,290,586
73,078,181
Debenture/Other Long-term Loans
197,027,160
228,928,071
195,021,260
228,928,071
Cash and cash equivalents
76,944,693
86,625,890
71,671,540
82,048,279
Net loans
182,485,400
220,422,962
184,640,306
219,957,973
Leasing Liabilities (IFRS 16)
91,852,051
75,782,027
61,507,222
46,499,961
Net financial Liabilities
274,337,452
296,204,990
246,147,528
266,457,933
Change effect by ±1% on EURIBOR
Income Statement
2,743,375
2,962,050
2,461,475
2,664,579
Shareholders Equity
2,743,375
2,962,050
2,461,475
2,664,579
GROUP
COMPANY
According to the Company's and Consolidated financial statements for the period 1.1-31.12.2023, the Company and the
Group cover the financial ratios of liquidity, capital adequacy and profitability as amended and in force until today.
GROUP
COMPANY
GROUP
COMPANY
According to sensitivity analysis of the Group's financial position to possible changes in the Euribor interest rate, the effect
of financial costs on the Group's results and equity amounts to + € 2.74 million at the end of 2023 for each change by +100
basis points (ie + 1%) of the interest rates to which the Group is exposed, against ± € 2.51 million in the previous year. For
the Company, the corresponding effect amounts to + € 2.46 million at the end of 2023, compared to ± € 2.21 million at the
end of 2022.
Short-term liabilities from loans also include invoice prepayments, with or without recourse, tfrom factoring companies,
with a total limit of €15 million, of which €5.1 million is currently utilised
For the purpose of improvedmanagement of
various contracts with National Bank (Bond loan agreement and revolving
credit facility of AVAX and working capital of ETETH), the company proceeded into a new Bond loan agreement with National
Bankamounting to €19,471 thousand, which will include the above, namely existing Bond loan, amounting to €15,890
thousand, revolving credit facility of AVAX amounting to €1,481 thousand, and revolving credit facility of the subsidiary
ETETH S.A. amounting to €2,100 thousand.
The tenure of the new bond ends 31/12/27 with a reduction in the margin between to 4.00% and 4.85%, which is the range
for previous loans, and to 3.5% for the new bond
168
Long Term Bond
Loan Liabilities
Short-term Loan
Liabilities
Total
01.01.2023
228,928,071
78,120,782
307,048,853
Non cash flow(discontinued activities)
243,323
1,000,000
1,243,323
Cash flow
2,396,090
(51,258,173)
(48,862,083)
Bond Loan Liabilities payable in the next
financial year
(34,540,324)
34,540,324
-
31.12.2023
197,027,160
62,402,933
259,430,093
Long Term Bond
Loan Liabilities
Short-term Loan
Liabilities
Total
01.01.2023
228,928,071
73,078,181
302,006,252
Non cash flow(discontinued activities)
-
-
-
Cash flow
326,013
(46,020,419)
(45,694,406)
Bond Loan Liabilities payable in the next
financial year
(34,232,824)
34,232,824
-
31.12.2023
195,021,260
61,290,586
256,311,846
26b. Disposal Group held-for-sale
GROUP
31.12.2023
Assets
Disposal Group held for sale
65,440,378
Liabilities
Disposal Group held for sale
42,055,149
Discontinued Operations and disposal group assets/liabilities held for sale
In 2021 the Group took the decision to divest from certain holdings, such as the 100% subsidiary Volterra,
which is active in the wholesale and retail energy market and Renewable Energy Sources (RES), given the
uneven and unpredictable conditions
in the international
markets
energy and the strong
demand for
purchasing RES projects. In this context, the Company hired a financial consultant to investigate interest from
buyers either for the entire Volterra Group, or separately for the RES projects and the activities in the retail &
wholesale market of electricity and Natural Gas. During the first half of 2022, Volterra sold to PPC Group its
participation in a portfolio of renewable energy sources (RES) with a total capacity of 112 MW. Specifically,
PPC Renewables SA acquired 55% of the shares of Volterra K-R SA and Volterra LYKOVOUNI SA, in which it was
already a 45% shareholder in each company as of 2019. Volterra K-R SA and Volterra LYKOVOUNI SA own
operational wind farms with a total capacity of 69.7 MW in Etoloakarnania and Viotia. Also, PPC Renewables
SA acquired 100% of Heliophania SA which owns an operating photovoltaic park with a power of 2.7 MW in
Viotia, as well as the companies Volterra DOUKAS SA and Volterra KOUKOULI SA which own wind farms with a
total capacity of 39 .5 MW, the construction of which is to start immediately.
Below is an analysis of the change in liabilities arising from financing activities as reflected in the cash flow
statement.
GROUP
COMPANY
169
Amounts in €
31.12.2023
31.12.2022
Turnover
183,041,594
394,239,878
Cost of sales
(175,997,627)
(381,750,136)
Gross profit/ (Loss)
7,043,967
12,489,743
Profit from RES disposal
-
39,095,335
Administrative, marketing & selling and other expenses
(7,109,983)
(10,058,980)
Profit/ (Loss) before tax, financial and investment results
(66,015)
41,526,098
Finance cost (net)
444,037
1,264,566
Profit/ (Loss) before tax
378,022
42,790,664
Tax
3,975
(824,456)
Profit/ (Loss) after tax
381,997
41,966,208
Dividend to AVAX
-
(15,000,000)
Profit/(Loss)
381,997
26,966,208
On March 7, 2024, approval was granted by the Competition Commission for the sale. Currently, the Group is in the
process of transferring IXION shares from Volterra to AVAX, in accordance with the signed sale agreemnet, and following
the necessary procedures,
the transfer of Volterra is being prepared, expected to be completed by June 30, 2024.
Therefore, as of December 31, 2023, the conditions of IFRS 5 (para. 9, B1a, B1c) for the classification of the energy trading
sector as held for sale continue to be met.
Meanwhile, IXION is being consolidated into the Group, according to the signed sale agreement to AVAX, provided that the
conditions of approval by the European Competition Commission for the transfer of Volterra have been met.
The result from the discontinued operations in the consolidated income statement of the Group is as follows:
DISCONTINUED OPERATIONS
During the first half of 2023, negotiations for the sale of Volterra S.A. continued, which were finalized on August 9, 2023,
with the signing of the Sales Agreement to Mytilinaios S.A. The completion of the transaction was pending approval by the
Competition Commission. Therefore, as of June 30, 2023, the conditions of IFRS 5 for the classification of the energy
trading sector as held for sale were met.
Already from the Consolidated Financial Statements of 31.12.2021, but also the corresponding ones of 30.06.2022,
according to International Financial Reporting Standards (IFRS 5), the Volterra Group was categorized as a Discontinued
Activity". According to IFRS 5, the assets of the disposal group of assets and liabilities, in the consolidated financial
statements are reflected in the accounting value, while in the financial statements of the Company they are reflected in the
cost of acquisition, given that the book value is the lower between fair value and book value, as it appears from the
relevant valuation reports by Independent Appraisers. According to IFRS 5, the financial result from the discontinued
activity is shown separately.It is noted that under IFRS 5 a period of 12 months is generally provided to complete the sale
of the discontinued operation.
On 30.06.2022, after the sale of RES, the remaining asset disposal group now concerns only energy trading and the
recording continues to be made with the book value in the consolidated financial statements and at the acquisition cost
in the financial statements of the Company, as long as these values continue to be less than the fair value of the
subsidiary, as determined by the relevant valuation reports from Independent Appraisers.
II. the non-current asset (or disposal group) is actively traded in the market at a price that is reasonable given the change
in circumstances and
III. the criteria of paragraphs 7 and 8 are met.
Therefore, on 31.12.2022, the conditions of §9 and B1c of IFRS 5 continue to be met for the classification of the energy
trading sector in held for sale
.
On 31.12.2022, the 12-month criterion under IFRS 5 was not met. The delay was due to the unprecedented energy crisis
combined with the war in Ukraine.But the Company remained firmly committed to the sale plan of the electricity trading
sector (the RES sector has already been sold). Under IFRS 5, when the delay is due to events or circumstances beyond the
entity's control and there is sufficient evidence that the entity remains committed to the plan to sell the asset (or disposal
group) the 12-month exemption is provided subject to conditions (§9).In this case it is considered that the Group is within
the context case B1c where during the initial one-year period, circumstances that were previously considered unexpected
arise and, as a result, a non-current asset (or disposal group) previously classified as held for sale has not been sold
until the end of that period and:
170
Amounts in €
31.12.2023
31.12.2022
Property, Plant and Equipment
217,799
266,714
Intagible and other Assets
3,590,382
908,874
Clients and other receivables
48,538,666
68,231,251
Other Financial Assets
13,093,532
15,654,376
Total Assets
65,440,378
85,061,215
Trade and other creditors
(31,439,620)
(50,355,772)
Long term loans
(114,986)
(358,310)
Short term loans
(2,250,000)
(3,250,000)
Income tax and other taxes payable
(7,987,890)
(5,807,105)
Other Financial Liabilities
(262,652)
(2,640,933)
Total Liabilities
(42,055,149)
(62,412,120)
Equity of the Disposal Group held for sale
23,385,230
22,649,095
On 31.12.2022, the corresponding amount, i.e. the depreciation of 2022, amounts to € 0.16 million, which have not been
deducted for the same reasons, as well as the depreciation of 2023 that amounted to €0.13 mil
DISPOSAL GROUP
On 30.06.2022, the Company has not deducted the amount of € 0.07 million, which concerns the depreciation of the first
half of 2022 of Volterra (the RES have already been sold), in accordance with the requirements of the standards, because
the company continued to operate, generate profits and depreciate its fixed assets
The Company on 31.12.2021 did not offset the depreciation of the 2nd Semester 2021 (€ 2.1 million) with an increase in
the value of fixed assets, in accordance with the requirements of IFRS 5, given that the decision on discontinued
operations was taken on 01.07.2021
However, the subsidiary RES companies
continued to operate and produce energy, increasing the profitability of
discontinued operations, during the second half of 2021, i.e. after the decision of 01.07.2021.
At the same time, there was a devaluation of the machines used for energy production.
Consequently, the Company decided and for conservatism purposes that it should not show increased profitability due to
the continued operation of the Company and at the same time due to non-depreciation of the value of the machines, which
continued to operate.The same applies to VOLTERRA (energy trading
)
171
27. Liabilities from Leases (IFRS 16)
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Current liabilities
21,415,508
12,087,691
20,128,550
10,864,151
Non current liabilities
70,436,544
63,694,337
41,378,673
35,635,809
Total lease liabilities
91,852,051
75,782,027
61,507,222
46,499,961
Total future minimum lease payments
31.12.2023
31.12.2022
31.12.2023
31.12.2022
26,542,340
15,756,760
23,678,949
13,016,907
Greater than 1 year but no more than 5 years
52,825,624
42,154,029
39,788,757
32,358,429
39,495,812
44,177,613
6,250,066
8,578,932
118,863,775
102,088,402
69,717,771
53,954,268
Future Interest charges
(27,011,724)
(26,306,374)
(8,210,549)
(7,454,307)
Present value
91,852,051
75,782,027
61,507,222
46,499,961
Present value of future minimum lease payments
31.12.2023
31.12.2022
31.12.2023
31.12.2022
21,415,508
12,087,691
20,128,550
10,864,151
Greater than 1 year but no more than 5 years
41,457,153
32,076,829
35,721,857
27,996,684
28,979,390
31,617,507
5,656,816
7,639,125
Present value
91,852,051
75,782,027
61,507,222
46,499,961
The change of Leasing liabilities for 31/12/2023 and 31/12/2022 is as follows:
31.12.2023
31.12.2022
31.12.2023
31.12.2022
75,782,027
53,160,534
46,499,961
26,138,920
33,028,203
28,217,843
30,722,662
24,599,845
(16,958,179)
(5,589,454)
(15,715,400)
(4,238,804)
-
(6,895)
-
-
Total
91,852,051
75,782,027
61,507,222
46,499,961
(4,964,116)
(2,950,248)
(3,277,371)
(1,362,697)
(16,958,179)
(5,589,454)
(15,715,400)
(4,238,804)
Total leasing payments
(21,922,295)
(8,539,702)
(18,992,771)
(5,601,501)
Greater than 5 years
GROUP
COMPANY
Modifications in the contract terms
GROUP
COMPANY
GROUP
COMPANY
No greater than 1 year
No greater than 1 year
Greater than 5 years
The Group's policy regarding the need of new equipment is to lease equipment with financial leases. The average lease term is 48
months for both the Company and the Group. For the period until December 2023, the average real interest rate was 5.0%. Interest
rates are fixed at the date of the contract. All leases are concluded on a fixed payment basis and there are no agreements for the
payment of any future possible leases. The Group has the right to extend the contracts for a certain period of time or to purchase the
equipment instead of the price specified in the contract. All rental obligations are expressed in Euros. The Group's liabilities from
financial leases are secured for the lessor by the parent company.
GROUP
COMPANY
Beginning
Acquisitions of the period
Leasing Payments(repayment of capital)
Interest charges for the Period
Leasing Payments(repayment of capital)
172
28. Provisions for retirement benefits
(amount in €)
GROUP
31.12.2023
31.12.2022
Amounts recognized in Profit and Loss statement
Current cost service
400,401
425,775
Recognition of past service cost
-
-
Interest cost
97,236
30,003
Benefit payments from the plan
-
(7,058)
Total P&L charge
497,637
448,720
Movements in Net Liability/(Asset) in BS
Net Liability/(Asset) in BS at the beginning of the period
3,244,153
4,671,899
Benefits paid by the company
(586,694)
(15,623)
Lay off Compensations
-
-
Total expense recognized in the income statement
497,637
448,720
Total expense recorded in the
statement of other comprehensive income
339,817
(1,860,843)
Net Liability/(Asset) in BS
3,494,913
3,244,153
Reconciliation of benefit obligation
Defined benefit obligations at
the beginning of the period
3,244,153
4,671,899
Current cost service
400,401
425,775
Interest cost
97,236
30,003
Benefits paid by the company
(586,694)
(15,623)
Lay off Compensations
-
-
Settlement/Curtailment/Termination loss/gain
-
(7,058)
Total amount recognized in the OCI
339,817
(1,860,843)
Defined benefit obligations at
the end of the period
3,494,913
3,244,153
Discontinued activities
76,453
67,859
Defined benefit obligations at
the end of the period(continuing activities)
3,418,460
3,176,294
COMPANY
31.12.2023
31.12.2022
Amounts recognized in Profit and Loss statement
Current cost service
316,221
345,118
Recognition of past service cost
-
-
Interest cost
81,389
24,769
Benefit payments from the plan
-
-
Total P&L charge
397,610
369,887
Movements in Net Liability/(Asset) in BS
Net Liability/(Asset) in BS at the beginning of the period
2,715,914
4,148,509
Benefits paid by the company
(580,161)
(15,167)
Total expense recognized in the income statement
397,610
369,887
Total expense recorded in the
statement of other comprehensive income
372,707
(1,787,315)
Net Liability/(Asset) in BS
2,906,070
2,715,914
Reconciliation of benefit obligation
Defined benefit obligations at
the beginning of the period
2,715,914
4,148,509
Current cost service
316,221
345,118
Interest cost
81,389
24,769
Settlement/Curtailment/Termination loss/gain
-
-
Benefits paid by the company
(580,161)
(15,167)
Total amount recognized in the OCI
372,707
(1,787,315)
Defined benefit obligations at
the end of the period
2,906,070
2,715,914
The principal actuarial assumptions used were as follows:
31.12.2023
31.12.2022
Discount rate
2.8%
3.0%
Future salary increases
2.5%
3.0%
Mortality rate
ΜΤ_ΕΑΕ2012Ρ (Bank of Greece,
Credit & Insurance Committee,
Meeting49/12.09.2012)
ΜΤ_ΕΑΕ2012Ρ (Bank of Greece, Credit
& Insurance Committee,
Meeting49/12.09.2012)
Personnel mobility:
Age group
Voluntary Departure
Voluntary Departure
Up to 40 years old
0%
0%
41-55 years old
0%
0%
55 and over
0%
0%
Average retirement age
Men-Women : 62 years old
Men-Women : 62 years old
Number of personnel
According to the Greek legislation, employees are entitled to compensation in the event of dismissal or retirement, depending on the employee's salary, years of service and
the manner of departure (dismissal or retirement). Employees who resign or are reasonably dismissed are not entitled to compensation. In Greece, retired employees are
entitled to 40% of the compensation according to Law 2112/1920. The specific programs are defined benefit programs in accordance with IAS 19.
The estimates for the defined benefit obligations of the Group in accordance with IAS 19 was calculated by an independent actuarial company. The movement of the net
liability in the Statement of Financial Position, after the adoption of the revised IAS 19, is as follows:
The table below outlines where the Company’s retirement benefit amounts
are included in the financial statements. The DBO plan was carried out by an independent
actuarial company.
The number of employees on 31/12/2023 in the Group
was 1.928 people (compared to 1.628 on 31/12/2022) and at company level amounts to 1.427 (compared to 1.123 on
31/12/2022). The number of employed personnel does not include the staff of the Joint Ventures in which the Group and the Company participate
.
173
29. Other provisions and non-current liabilities
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Other provisions
12,702,873
12,908,027
11,557,831
12,885,595
Other Non-current liabilities
21,407,592
18,152,774
12,406,268
6,540,041
Non-current liabilities-Prepayments
170,253,530
131,892,897
170,253,530
131,892,897
204,363,995
162,953,698
194,217,629
151,318,533
30. Share capital
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Paid up Share Capital (31.12.2023: Shares
148.321.516 of €0,30 and 31.12.2022:Shares
144.321.516 of € 0,30)
44,496,455
43,296,455
44,496,455
43,296,455
Share premium account
145,451,671
146,651,671
145,451,671
146,651,671
189,948,126
189,948,126
189,948,126
189,948,126
31. Other Reserves
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Revaluation of participations and securities & of
other assets
18,442,156
15,727,743
12,439,039
10,427,879
Cash Flow hedging Reserves
2,885,462
5,561,892
-
-
Regular and Other Reserves
22,246,887
18,670,150
16,955,031
14,790,183
43,574,505
39,959,784
29,394,071
25,218,062
31.12.2023
31.12.2022
Aegean Motorway S.A.
2,885,462
5,561,892
2,885,462
5,561,892
GROUP
COMPANY
GROUP
COMPANY
A number of litigation claims against the Group are pending and their final outcome cannot be foreseen at this point. Therefore no
provision was made for the Group. It is our view that any claims collected following a Court Order will not materially change the
Group Equity.
When additional
information becomes
available, the Group's
Management reviews
the potential
or probable
liabilities
for
outstanding claims and legal affairs and may revise the estimates. Such revisions
may have a material effect on the Group's
financial position and results.
On a periodic basis, the Group's Management examines the stage at which each significant matter occurs and evaluates the potential
economic risk based on the views of its legal advisers. If the potential loss from any claims and legal claims is considered probable
and the relevant amount can be reliably estimated, the Group's Management recognizes a provision for the estimated loss. The
Management's judgment is required to a significant extent both to determine the probability and the extent to which the risk can be
reliably estimated.
There are pending court cases and arbitrations on contractual disputes and other issues against the Group's companies. To cover
potential losses from pending litigation a total provision of € 7.711 thousand has been formed, of which € 6.215 thousand relates to
previous years and € 1.496 thousand relates to the current year.
GROUP
COMPANY
The Group uses complex financial products on a case by case basis in cooperation with the banking sector in order to offset the cash
flow mainly to specific investments in self-financed projects. The part of the high effectively cash flow hedge of these investments is
recognised directly in equity through the Statement of changes in Equity of the concession companies, in accordance with the
International Accounting Standards. The ineffective portion of profit or loss is recognised directly in the income statement of the
companies. Therefore, in the consolidated financial statements, the Group records its share, respectively, of how it is recorded in
associates in accordance with International Accounting Standard 28.
GROUP SHARE
In implementation of the decision of the Annual General Meeting of Shareholders on June 24, 2021, the Company issued 4,000,000
common registered shares with a nominal value of €0.30 each in December 2023, €1,200,000 from the capitalising hare Premium
Reserve . The new shares were distributed free of charge to a total of 52 executives and other members of the Company's personnel,
as well as business associates with it, in accordance with the terms of Article 114 of Law 4548/2018, and were listed for trading on
the Athens Stock Exchange in January 2024. Out of the total of 4,000,000 new shares distributed to the 52 beneficiaries, the 5
executive members of the Company's Board of Directors received a total of 1,150,000 shares
.
Due to the addition of new projects of long duration, an amount of €131,892,897 has been reclassified in the comparable periodfrom
Short Term Advances from clients to the "Non-current liabilities-Prepayments" item. (see note 23)
174
32. Revaluation Reserves for Financial Assets at fair value
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Revaluation Reserves for Financial Assets at fair
value through other comprehensive income
95,103,473
87,837,596
65,730,936
52,096,477
95,103,473
87,837,596
65,730,936
52,096,477
33.Reserves from foreign profits Law 4171/61
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Reserves from foreign profits Law 4171/61
50,918,719
38,676,944
50,918,719
38,676,944
50,918,719
38,676,944
50,918,719
38,676,944
34. Reserves art 48 L.4172/2013
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Reserves art 48 L.4172/2013 (Intra-company tax-
exempt dividends)
514,047,536
270,327,337
472,715,670
253,075,574
514,047,536
270,327,337
472,715,670
253,075,574
35. Non-controlling interest
GROUP
GROUP
31.12.2023
31.12.2022
Beginning balance 1/1
904,088
14,192,033
Additions / (Decrease)
101,010
(15,060,743)
Period movement
103,693
1,772,798
1,108,791
904,088
36. Memorandum accounts - Contingent liabilities
GROUP
COMPANY
31.12.2023
31.12.2023
Letters of Guarantee
792,013,634
756,257,063
Other memorandum accounts
68,990
59,328
792,082,624
756,316,391
37. Encumbrances - Concessions of Receivables
In the amounts concerning the Group, the corresponding amount concerning the discontinued operations (Volterra) is zero.
For the purpose of securing bank claims for the issuance of bond loans, there are mortgage notes amounting to €15,397 thousand
on the Company's property and €28,797 thousand on the Group's property respectively. Furthermore, for the same reason there have
been pledged claims of performance guarantees, future claims from projects execution as well as legally disputed claims
.
GROUP
COMPANY
GROUP
COMPANY
GROUP
COMPANY
175
38. Transactions with related parties
Year ended 31 December 2023
(all amounts in € thousands)
Group
Income
Expenses
Receivables
Payables
AG.NIKOLAOS CAR PARK S.A.
43
-
3
-
OLYMPIA ODOS OPERATIONS S.A.
1,821
-
107
-
OLYMPIA ODOS CONCESSION S.A.
1,227
96
83
578
KEDRINOS LOFOS S.A. (FLYOVER)
-
-
245
-
KEDRINOS LOFOS OPERATIONS (FLYOVER)
-
-
3
-
ATTIKA ROAD S.A.
22,123
283
2,401
12,765
ATTIKA DIODIA S.A.
-
16
47
402
AEGEAN MOTORWAY S.A.
10,936
25
190
543
MOREAS S.A.
4,135
-
249
1
SALONICA PARK S.A.
35
-
13
-
POLISPARK S.A.
4
-
1
-
ATHENS CARPARKS S.A.
111
-
-
-
METROPOLITAN ATHENS PARK S.A.
-
-
0
-
BIOENERGY S.A.
2
-
55
-
BONATTI J&P-AVAX Srl
72
-
405
-
VOLTERRA S.A.
315
965
-
2,924
ILIA WASTE MANAGEMENT (PPP)
1,015
-
6,206
4
ILIA WASTE MANAGEMENT OPERATIONS (PPP)
254
-
868
-
PYRAMIS S.A.
-
-
-
410
LIMASSOL MARINA LTD
-
-
19,064
-
J&P (UK) LTD LONDON
-
-
-
31
JCH SERVICES LTD
-
-
-
63
5Ν S.A.
3
-
15
-
CYCLADES ENERGY CENTER S.A.
54
-
82
-
JCGH LTD
-
32
-
1,397
CSME HOLDINGS LTD
-
25
-
1,096
HONEYSUCKLE PROPERTIES LTD
-
17
-
750
J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN)
33
-
1,708
-
JOINT VENTURES
2,642
-
20,456
15,991
Management members and Board Directors
-
3,319
-
1,319
44,825
4,778
52,203
38,274
The Group is controlled byAVAX. The members of the Board of Directors and the related legal entities hold approximately 59% of the share
capital of the Company, without any substantial change compared to the previous year, while the remaining approximately 41% of the
shares are held by the public. Several transactions with affiliated companies are accounted for by the Company and its subsidiaries during
the year. Sales and purchases from and to affiliated companies are made at the actual market prices.
Account balances shown at the end of the year are not covered by guarantees and are settled in cash. For the years 2023 and 2022 the Group
did not enter a provision for doubtful receivables from affiliated companies, as until now the course of payments was without problems.
Transactions between Group companies (intra-group) are eliminated when consolidating their financial statements.
176
Company
Income
Expenses
Receivables
Payables
ETETH S.A.
8,504
166
878
3,922
TASK AVAX SINGLE SHAREHOLDER S.A.
530
3,627
1,233
-
AVAX IKTEO S.A.
-
46
-
542
GLAVIAM S.A.
4
-
9
-
AVAX DEVELOPMENT SINGLE SHAREHOLDER S.A.
325
-
9,142
3
ATHENA CONCESSIONS S.A.
-
-
-
10
ERGONET
20
-
55
-
ATHENS MARINA
1,234
-
2,438
-
BONATTI J&P-AVAX Srl
72
-
404
-
AVAX CONCESSIONS SINGLE SHAREHOLDER S.A.
6,915
-
221,474
-
VOLTERRA S.A.
315
965
162
4,142
IXION ENERGY SINGLE SHAREHOLDER S.A.
24
-
-
-
P.S.M. SUPPLIERS LTD
82
-
44
2,711
AVAX INTERNATIONAL LIMITED
62
4,026
2,235
12,290
GAS AND POWER TECH DMCC
-
155
-
-
CONSPEL (CYPRUS) LIMITED
24
-
-
123
OLYMPIA ODOS OPERATIONS S.A.
334
-
-
-
OLYMPIA ODOS S.A.
933
-
82
282
KEDRINOS LOFOS S.A. (FLYOVER)
993
-
245
-
KEDRINOS LOFOS OPERATION S.A. (FLYOVER)
3
-
3
-
ATTIKA ROAD S.A.
33,719
267
1,415
12,697
ATTIKA DIODIA S.A.
390
-
-
-
AEGEAN MOTORWAY S.A,
222
0
0
0
MOREAS S.A.
1,357
-
-
-
POLISPARK S.A.
0
-
-
-
METROPOLITAN ATHENS PARK S.A.
-
-
0
-
BIOENERGY S.A.
2
-
55
-
ILIA WASTE MANAGEMENT (PPP)
758
-
6,206
4
ILIA WASTE MANAGEMENT OPERATIONS (PPP)
254
-
868
-
PYRAMIS S.A.
-
-
-
410
LIMASSOL MARINA LTD
-
-
19,064
-
J&P (UK) LTD LONDON
-
-
-
31
J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN)
33
-
1,708
-
CYCLADES ENERGY CENTER S.A.
54
-
82
-
JCGH LTD
-
32
-
1,397
CSME HOLDINGS LTD
-
25
-
1,096
HONEYSUCKLE PROPERTIES LTD
-
17
-
750
JOINT VENTURES
2,361
-
20,031
15,797
Management members and Board Directors
-
1,301
-
953
59,521
10,626
287,834
57,160
177
38. Transactions with related parties (continued from previous section)
Year ended 31 December 2022
(all amounts in € thousands)
Group
Income
Expenses
Receivables
Payables
AG.NIKOLAOS CAR PARK SA
47
-
-
-
OLYMPIA ODOS OPERATIONS SA
8,245
-
296
-
OLYMPIA ODOS CONCESSION SA
757
-
28
780
GEFYRA OPERATIONS SA
225
0
-
-
GEFYRA SA
4,132
-
2
-
ATTIKA ROAD S.A
8,387
261
1,484
16,029
AEGEAN MOTORWAY SA
10,161
0
74
495
MOREAS S.A.
4,353
-
383
-
SALONICA PARK S.A.
35
-
13
-
POLISPARK S.A.
10
-
5
-
ATHENS CARPARKS S.A.
122
-
-
-
METROPOLITAN ATHENS PARK S.A.
-
-
0
-
BIOENERGY SA
3
-
55
-
BONATTI J&P-AVAX SRL
117
-
331
-
VOLTERRA S.A.
15,466
1,099
15,000
17,924
ILIA WASTE MANAGEMENT (PPP)
2,127
-
5,772
6
ILIA WASTE OPERATIONS (PPP)
302
-
574
-
PYRAMIS SA
-
371
-
429
LIMASSOL MARINA LTD
-
-
22,581
-
J&P (UK) LTD LONDON
-
-
-
31
JCH SERVICES LTD
-
-
-
63
5Ν S.A.
3
-
151
-
ENERSYSTEM FZE
-
3,178
-
78
CYCLADES ENERGY CENTER SA
54
-
54
-
J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN)
58
-
333
-
JOINT VENTURES
1,282
-
19,186
9,952
Management members and Board Directors
-
3,606
-
675
55,885
8,516
66,322
46,461
178
Company
Income
Expenses
Receivables
Payables
ETETH SA
6,076
92
992
7,389
TASK AVAX SINGLE SHAREHOLDER SA
190
2,660
-
1,094
AVAX IKTEO S.A.
-
33
-
496
GLAVIAM S.A.
4
-
5
-
AVAX DEVELOPMENT
325
-
13,102
3
ATHENA CONCESSIONS S.A.
-
-
1
12
ERGONET
19
-
22
-
MONDO TRAVEL SA (UNDER LIQUIDATION)
-
-
-
71
ATHENS MARINA
1,081
-
1,170
45
BONATTI J&P-AVAX SRL
117
-
331
-
AVAX CONCESSIONS
SINGLE SHAREHOLDER SA
306
-
237,949
-
VOLTERRA S.A.
15,466
1,099
16,158
18,823
P.S.M. SUPPLIERS LTD
530
-
44
1,860
AVAX INTERNATIONAL LIMITED
26
17,540
948
21,581
GAS AND POWER TECH DMCC
271
431
808
-
CONSPEL (CYPRUS) LIMITED
-
-
324
-
OLYMPIA ODOS OPERATIONS SA
1,830
-
38
-
OLYMPIA ODOS SA
424
-
25
780
GEFYRA OPERATIONS SA
225
-
-
-
GEFYRA SA
4,124
-
-
-
ATTIKA ROAD S.A
20,055
227
-
15,992
AEGEAN MOTORWAY SA
202
0
0
0
MOREAS S.A.
523
-
12
-
POLISPARK S.A.
4
-
4
-
METROPOLITAN ATHENS PARK S.A.
-
-
0
-
BIOENERGY SA
2
-
55
-
ILIA WASTE MANAGEMENT (PPP)
1,748
-
5,772
6
ILIA WASTE OPERATIONS (PPP)
302
-
574
-
PYRAMIS SA
-
371
-
429
LIMASSOL MARINA LTD
14,872
-
22,581
-
J&P (UK) LTD LONDON
-
-
-
31
J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN)
58
-
333
-
CYCLADES ENERGY CENTER SA
54
-
54
-
JOINT VENTURES
1,267
-
18,994
9,757
Management members and Board Directors
-
1,221
-
391
70,101
23,674
320,294
78,760
179
39. Joint Venture Projects with J&P (Overseas) Ltd
1a. Roadworks in Qatar
1b. Qatar Foundation Stadium
2. Jordan
The project has been completed and is in a use stage
The bank guarantees of advance payment & of performance for the project of current total value € 12,4 mil. have been issued solely by our company,
they have been reduced to € 0,98 mil and are expected to be refudend by the end of November
The independent engineer, in his missive dated 5/4/2024, addressed to the client, informs them that the performance guarantees must be returned
due to the contractor's fulfillment of obligations and the expiration of the warranty period without any outstanding issues, with the simultaneous
obligation of the client to release the retention of performance
The QFS project was carried out on a joint venture between the Company and former subsidiaries of J&P (Overseas) Ltd, which came under the control
of AVAX ME. The Company indirectly increased its participation in the execution of the project. The remaining projects were acquired through the
acquisition that involved large-scale E / M subcontracting for third party clients in Qatar.
On 11.10.2018, it was announced that international contractor J&P (Overseas) Limited, incorporated in Guernsey, filed for liquidation to address the
deficits and liquidity problems it faced. Given that the Company participated in four joint venture projects with J&P (Overseas) Limited in Jordan and
Qatar, it was necessary to review the respective contracts with the clients and banks involved in these projects. The Company made, and still does,
every effort to continue and complete these projects (except the two road projects and QFS in QATAR that have already been completed) in the most
technically perfect way, to ensure the Company’s future presence in the construction market of the wider Arab world as well as its access to the local
banking system.
A detailed report on this matter may be found in the Report of the Board of Directors for the Annual Financial Report 2018, under the “Important post
balance sheet date Developments & Events” section.
More specifically, the status of each project is as follows:
The projects have been completed
The Group fully consolidated, for the first time the activities in Qatar, through the consolidation of AVAX ME in the financial statements on
30.06.2019, as it essentially replaced the J&P (Overseas) Ltd group, which had already been liquidated, in order to ensure the completion of local
projects, with the main one being the Qatar Foundation Stadium, which has been completed and hosted the 2022 World Cup.
With this agreement, AVAX SA fully undertook the continuation of the project
This project regards the upgrade of the baggage management system in Queen Alia International Airport (Amman), and is an extension of an earlier
contract signed by the local government to build a modern airport. The contract was signed on 12.04.2018 representing a value of € 24.8 million for
our Company, which corresponds to a 50% participation.
During the consolidation process, significant loan liabilities and outstanding project balances were initially identified. However, the course of the
liquidation of J&P (Overseas) Ltd made difficult the financial position of the Group. A relevant report had been made in the Company's Prospectus on
20.01.2020, where it was recorded that the inability to collect receivables from projects totaling approximately $ 140m. created conditions of
temporary cash constraints for which the Company was considering since the end of 2019 various possible actions, including discussions with the
local partner Fahad Trading W.L.L. (who owned 51%), for a full acquisition of these companies.
Eventually, due to the continuous deterioration of cash liquidity, the Company proceeded to this solution, ie it decided to sell these companies to the
local partner with whom a draft contract of sale was made. Specifically, according to the draft contract of sale, the Group of companies of AVAX SA.
will have to pay a compensation for the sale to the local partner of € 29.4m. (QAR 120m.), for which a provision has already been made in the
Financial Statements of 31.12.2019 and it will be settled with a payment of € 21.0m. from AVAX SA, while the remaining amount of € 8.4m. will be
given by AVAX S.A. for the share Capital increase of "AVAX INTERNATIONAL LIMITED" (100% subsidiary of AVAX SA), which will be a sale compensation
for the sale of AVAX ME subsidiaries in Qatar.
The local partner Fahad Trading WLL, has essentially taken over the management of the projects in question since the beginning of 2020, has full and
exclusive communication with the banks, the communication with the customers and the receipts and payments of the project. As a result, the
companies Conspel Qatar WLL and J&P Qatar WLL as well as the project 'Education City Stadium' (24% belongs to AVAX SA) are not included in the
financial statements of the Group.
Due to several lawsuits against the J/V, it has been stipulated in the sales agreement that all legal cases of the J/V will be handled by the local
partner. On 19/10/2023, the agreement with the local partner was signed, with the agreement that installments would begin in 60 business days. Up
to today, three installments of QAR 30 million each (approximately €7.5 million) have been given. The fourth installment will be given 2 months after
the completion of AVAX's exit process from the J/V, as anticipated. Following that, the next 6 installments of QAR 60 million each (approximately €15
million) will continue until completed in 31/12/2024.
The balance of around €7.5 million will be paid when Group Companies, Conspel Qatar and J&P Qatar, participating with a 49% stake in Avax Middle
East (inactive subsidiary of Avax International), are transferred to the local partner, provided the procedure is completed over the next 18 months.
Failing that the company guarantee provided by AVAX to Qatar National Bank will lapse with no payments made. The liability for the agreed amounts
have been recognised in past periods
.
180
40.Fair Value measurement
31.12.2023, amounts in € '000
GROUP
COMPANY
Assets
Fair Value
Fair Value
Fair Value
Hierarchy
Tangible Fixed Assets (Land / Buildings)
19,240
14,618
2
Right of use assets
58,351
22,657
2
Investments in Property
6,944
2,265
2
Financial Assets in Fair Value through other Other Comprehensive
Income
137,080
160,871
3
Work in Progress
6,367
3,028
2
31.12.2022, amounts in € '000
GROUP
COMPANY
Assets
Fair Value
Fair Value
Fair Value
Hierarchy
Tangible Fixed Assets (Land / Buildings)
20,159
15,679
2
Right of use assets
56,399
21,603
2
Investments in Property
11,538
2,246
2
Financial Assets in Fair Value through other Other Comprehensive
Income
132,176
141,045
3
Work in Progress
3,440
1,558
2
Fair Value Hierarchy
The financial assets and financial liabilities of the Group, measured at fair value at the Balance Sheet date, are analyzed as follows:
The fair value of financial assets and liabilities is the value at which an asset or liability could be traded in a current transaction
between consenting parties, differing from the price of a forced liquidation or sale. The following methods and assumptions were used
to calculate the fair values:
The administration estimated that the cash and short-term deposits, customers, suppliers and other current liabilities approximate
their carrying value, primarily because of their short maturities.
The financial assets at fair value through other comprehensive income (Long-term and Other Financial Assets - Long-term) of level 3
relate mainly to investments in concession companies. The valuation of the most important concession companies was carried out by
independent appraisers. They were based on data from financial models, approved by concession companies and financing banks. The
discount rate for 31.12.2023 ranges between 7.1% and 8.7%, in proportion to the stage of completion and the degree of maturity of each
concession project, and in proportion to the total risk assessed in Greece and abroad.
For financial assets at fair value through other comprehensive income, the estimate is made at current prices because they are listed
and traded on regulated stock markets in Greece and abroad.
Long-term and short-term borrowing is assessed by the Group and the Company based on parameters such as interest rates, specific
country risk factors or current prices at the date of preparation of the financial statements.
The Group and the Company use the following hierarchy to define and disclose the fair value of receivables and payables per valuation
method:
Level 1:
based on negotiable (non-adjusted) prices in active markets for similar assets or liabilities
Level 2:
based on valuation techniques for which all data with substantial effect on the fair value are visible, either directly or
indirectly, while also including valuation techniques with negotiable prices at less active markets for similar or equivalent assets or
liabilities
Level 3:
based on valuation techniques utilising data with substantial effect on fair value, as opposed to apparent market data
For 2023, the property for investment and for own use (property / buildings) in their majority were valued by independent auditors. The
method used for the valuation is market value
181
41. Risk Management
The Group is exposed through its operations to the following financial risks:
-
Credit risk
-
Market risk
-
Interest rate risk
-
Foreign exchange risk
-
Other market price risk, and
-
Liquidity risk.
This note describes the Group's objectives, policies and processes for managing those risks and the methods used to
measure them.
Further quantitative information in respect of these risks is
presented throughout these financial
statements.
There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure them from previous year unless otherwise stated in
this note.
(i) Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
-
Trade receivables
-
Cash and cash equivalents
-
Investments in quoted and unquoted equity securities
-
Trade and other payables
-
Bank overdrafts
-
Floating-rate bank loans
-
Fixed rate bank loans, and
-
Interest rate swaps.
(ii) Financial instruments by category
Financial assets and liabilities by category please refer to note 40.
(iii) Financial instruments not measured at fair value
Financial instruments not measured at fair value include cash and cash equivalents, trade and other receivables, trade
and other payables, and loans and borrowings.
Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, trade and
other payables approximates their fair value.
(iv)
Financial instruments measured at fair value
The fair value hierarchy of financial instruments measured at fair value is provided in note 40. There were no transfers
between levels during the period. There were no changes to the valuation techniques during the period.
For the reconciliation of the opening and closing fair value balance of level 3 financial assets, and for the sensitivity
analysis of a reasonable change of the discount factor (±1%) used for the measurement of the fair value of level 3
financial instruments, please refer to note 15.
General objectives, policies and processes
The
Board
has overall responsibility for the determination of the Group's risk management objectives and policies and,
whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes
that ensure the effective implementation of the objectives and the policies to the
Risk Management Committee
. The
Board
receives
reports
through which it reviews
and controls
the effectiveness
of the processes
put
in place
and the
appropriateness and the management of the objectives and policies it sets. The
Group's internal auditors
also review the
risk management policies and processes and report their findings to the
Audit Committee
.
182
The overall objective of the Board through the Risk Management committee is to set policies that seek to reduce risk as far
as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies
are set out below:
Within 2023, the Management decided to improve the Risk Management system by:
a) development of the group's risk management policy
b) writing the Group's risk management procedures manual
c) risk assessment study and risk register development
d) appointment of a Risk Management Officer with his support from an established Risk Management Committee
Credit Risk
The
Strategic Planning & Risk Management Committee
has adopted a credit policy according to which each new customer
is individually examined for his creditworthiness before officially offering him the standard terms and conditions of
payment and delivery. As far as public works are concerned, until there are improvements in the economic environment,
the Group's policy is to participate only in tenders where the financing is secured by European Union funds.
Cash in bank and short-term deposits
The
Strategic Planning & Risk Management Committee
through the
Finance Function
monitors
the credit ratings of
counterparties
regularly
and
at
the reporting
date does
not
expect
any
losses
from
non-performance
by
the
counterparties.
Market risk
Market risk arises from the group’s use of interest bearing, tradable and foreign currency financial instruments. It is the
risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in interest rates
(interest rate risk), foreign exchange (currency risk) or other market factors (other price risk).
Interest rate risk
The Group is exposed to interest rate risk from long-term borrowings at variable rate (Euribor interest rate). For
sensitivity analysis in a reasonable change (±1%) in the interest rate on loans, see note 25.
Foreign exchange risk
Please refer to note 9c.
Other market price risk
The group holds some strategic investments abroad through branches, or strategic equity investments in other companies
abroad for the purpose to expand its operations and diversify the relevant risks. The risk management committee believes
that the above exposure is acceptable in the group’s circumstances.
Liquidity risk
Group policy ensures that it will always have sufficient cash to allow it to meet its liabilities when they become due. To
achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements analytically for a
period of a month. The Board receives a cash flow projection on a annual and a monthly basis, prepared by the Finance
Division which also prepares summary 5-year budgets and cash flows which are updated on a quarterly basis.
183
42. Important events during 2023
Sale of 100% subsidiary Volterra SA
Following the sale of the participations of 100% subsidiary Volterra SA in a 112MW RES project portfolio to PPC Group in the
first half of 2022, AVAX signed in August 2023 an agreement with Mytilineos Group regarding the sale of its entire stake in
Volterra, a transaction is line with the Company’s strategic plan to focus on construction, concessions and real estate which
exhibit positive growth prospects for the coming years. The transaction was approved by the Competition Commission on
07.03.2024. The Group is currently in the process of transferring the shares of IXION SA from Volterra to AVAX SA, in line with
the signed sale agreement, and is proceeding with the transfer of Volterra SA, which is expected to be completed by 30.06.2024.
As of 31.12.2023, the prerequisites of the IFRS 5 (paragraph 9, section B1a and B1c) are met regarding the classification of the
energy trading activity as Group of Assts and Liabilities for Disposal.
[see the relevant Note to the Financial Statements for further details]
New Projects
The Group was particularly successful in 2023 regarding the addition of new projects by the Group, having signed initial and
supplementary contracts for public & private works, subcontracts and services with a total value of €1,443 million, on the
back of signing contracts totaling €875 million in 2022. The new projects provide a further boost to the Group's work-in-hand,
entering a period of accelerating pace of execution of Group projects and set up of construction sites to start new projects.
Work-in-Hand
The Group's work-in-hand based on signed projects as of 31.12.2023 amounted to €3,047 million, compared to €1,861 million
at the end of 2022. So far in 2024 up until the publication of this Financial Report, the Group has signed some low-value
contracts, while currently there are contracts pending to be signed worth €243 million to the Group. Taking into account all
afore-mentioned projects, and excluding the execution of projects during 2024, the Group’s work-in-hand currently amounts to
around €3.3 billion. Out of this total, domestic and international projects account for 78% and 22% respectively, while public
sector-related works represent 46% and private sector and PPP projects make up 54% of the total. At the same time, bidding
and signing of new projects continues, the largest part of which will be executed beyond 2024. Based on the afore-mentioned
data on signed and pending projects, project execution is projected at some €680 million for 2024, with the balance scheduled
from 2025 onwards.
It should be noted that the Group's work-in-hand is a strong indicator, yet not an accurate and binding forecast for the
evolution of future revenues from the Group's construction activity. Occasionally, there are changes and adjustments to the
technical scope of the contracts related to various external factors or delays caused by amendments to engineering designs or
incomplete designs when contracts are signed.
[see the relevant Note to the Financial Statements for further details]
Litigation Developments
a. In the pending court case against construction company "Technical
Union", and regarding the arbitration decision
#21/2005 which ordered Technical Union to pay to the Company €16.3 million plus interest, for a deficit in its shareholder
funds which was absorbed by the Company, there are pending acts of the executive process with auctions or confiscation of
assets owned by the family of the former shareholders of Technical Union for collection of the claim. Following the death of
the owner of Technical Union, the progress of the execution of the court order is paused until the identity of his heirs is
revealed. The claim amounts to €1.82 million following its impairment as per IAS 37.
b. The appraisal ordered towards the Company's lawsuit against PPC for a project in Atherinolakkos, Crete was set the claimed
amount at €6,031,637 on 17.09.2020. This petition was accepted in favour of the Company for an amount of €4,757,158 plus
interest, which are calculated from December 2009 onwards and amounted to around €6 million until 14.06.2023. PPC filed
an appeal which was tried on 18.01.2024 and the relevant ruling is pending.
184
c. The 31.12.2023 balance sheet item for Receivables from Clients includes an amount of €14,788,000 claimed from the
Government of Lebanon, which was been impaired over time. Following the conclusion of the court hearing process, which
according to the Company’s legal councel was positive for our interests, a ruling is expected to be published in 2024. As
regards the degree of recovery of the claim, following the ruling of the International Centre for Settlement of Investment
Disputes (ICSID) and the bankruptcy announcement by the Government of Lebanon on 04.04.2022, the Company has endorsed
the opinion of its legal councel, according to which:
1. The ICSID operates under the auspice of the World Bank
2. Arbitration is governed by the 1965 Washington Treaty on Settlement of Investment Disputes between sovereign states and
subjects of other states, and its rulings are final and binding for the parties involved which have to comply with it. Should any
state not comply with and refuse to pay the compensation awarded by the ruling, is in breach of international obligations
imposed by international treaties and therefore is internationally liable.
3. Arbitration rulings issued as final and binding, as per the Washington Treaty, cannot be appealed except by a annulment
petition before the ICSID, regardless of the location of the arbitration procedure.
4. In the event that the Government of Lebanon does not comply with such a ruling, the Company is entitled to take measures to
execute the order in a total of 158 country members of the Washington Treaty, and not limited to Lebanon and Greece, where
both countries are Treaty members.
Therefore, the Company re-affirms the provisioned amount for recovering the claim, impaired over time, given that the
announcement of Lebanon’s bankruptcy does not give rise to any need for further impairment.
[see the relevant Note to the Financial Statements for further details]
Appointment of Market maker for Company shares
The Company signed with Optima Bank a one-year market-making agreement starting on 04.09.2023, to improve the liquidity
of its shares.
185
43. Important Developments & Events post Balance Sheet Date (31.12.2023) and up to the date of approval of this Report
Issue of 4,000,000 new shares and bonus distribution
Following a decision by shareholders at the Annual General Meeting on 24.06.2021, the Company in December 2023 issued
4,000,000 new common registered shares with a par value of €0.30 each, capitalising an amount of €1,200,000 of the
share premium reserve, which was approved by decision #3176854/14.12.2023 of the Development Ministry. The new
shares were distributed as a bonus to a total of 52 senior managers, other staff members and business associates, as per
article 114 of Law 4548/2018, and were listed on the Athens Stock Exchange in January 2024. Out of the total of 4,000,000
new shares distributed to 52 individuals, the Company’s five executive Board members were allocated an aggregate
amount of 1,150,000 shares.
New Projects
The Company was officially declared provisional winner at the auction which took place in December 2023 for the road
section Ioannina-Kakavia, worth €234 million for the main project with a €76 million option for additional works.
Sale of Volterra SA
The European Competition Commission approved, as per the EU’s Merger Regulation, the transfer of 100% subsidiary
Volterra SA to Mytilineos Group. The relevant PPA was signed in August 2023.
Salonica Flyover PPP
Construction
works
towards
the PPP-based
Salonica
Flyover
were halted
temporarily
due
to
petitions
filed
on
environmental grounds
International Arbitration for claim against the Government of Lebanon
The International Center for Settlement of Investment Disputes (ICSID), to which the Company has appealed since 2016
regarding a
€370.6 million compensation claim from the Government of Lebanon for the signed contract for the
construction of the Deir Aamar thermal power plant (Phase II), near Tripoli in Lebanon, announced on 11.04.2024 the
conclusion of the arbitration process, the final ruling pending to be announced. In the financial data of the Group, the
assessment of recoverability by the Management was initially limited only to the invoiced part of the claim, ie €51.8
million, and has been gradually reduced to €14.8 million on 31.12.2023.
186
44. Contingent Receivables and Liabilities
(a) There are pending legal cases against the Group for industrial accidents that occurred during the execution
of construction projects by companies or joint ventures in which the Group participates. Due to the fact that the
Group is insured against work accidents, it is not expected that a significant burden will arise from a possible
negative outcome of court decisions,also taking into consideration
the formed provisions. Other disputed or
arbitrated disputes, as well as the pending decisions of the judicial or arbitral bodies, are not expected to have
a significant impact on the financial situation or operation of the Group or the Company. The Group, in order to
cover potential damage from pending court cases or disputes under arbitration, has recognized on 31.12.2023
provisions of a total amount of € 7,711 thousand, of which € 6,215 thousand pertains to previous years and €
1,496 thousand pertains to current year.
(b) For audited and unaudited fiscal years there is a relevant note.
(c) The Group has contingent liabilities in relation to banks, other guarantees and other matters arising in the
context of its normal activity which are not expected to result in material charges.
187
45.
Approval of Financial Statements
Chairman &
Executive Director
Deputy Chairman &
Executive Director
Managing Director
Group CFO
Chief Accountant
CHRISTOS
JOANNOU
KONSTANTINOS
KOUVARAS
KONSTANTINOS
MITZALIS
ATHENA
ELIADES
GEORGE
GIANNOPOULOS
I.D.No.
0000889746
I.D.No.
ΑI 597426
I.D.No.
AN 033558
I.D.No.
0000550801
I.D.No.
AI 109515
The above Annual Financial Statements both for the Group and the Parent Company for fiscal year 2023, have been
approved by the Board of Directors on April 24th, 2024.