Annual Financial Report of 31.12.2022
1
Annual Financial Report 31.12.2022
ΑΡ.Μ.Α.Ε. 7365/06/Β/86/32 – ΑΡ. Γ.Ε.ΜΗ. 121572960000
“ELASTRON S.A. – STEEL SERVICE CENTERS” GROUP
April 2023
Annual Financial Report of 31.12.2022
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CONTENTS
STATEMENT BY REPRESENTATIVES OF THE BOARD OF DIRECTORS ....................................... 4
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS ............................................. 5
INDEPENDENT AUDITOR’S REPORT ............................................................................................... 61
1. Statement of Financial Position ................................................................................................ 69
2. Statement of Income and Other Comprehensive Income ........................................................ 70
3. Statement of Changes in Equity ............................................................................................... 71
4. Statement of Cash Flows .......................................................................................................... 72
Notes on the Financial Statements ...................................................................................................... 73
1. General Information .................................................................................................................. 73
2. Significant accounting principles used by the Group ................................................................ 73
2.1 New standards, interpretations and amendments to existing standards .................................. 73
2.2 New Standards, Interpretations, Revisions and Amendments of Existing Standards that have
not been applied earlier or have not been adopted by the European Union. ...................................... 74
2.3 Basis for Preparation of the Financial Statements.................................................................... 76
2.4 Consolidation ............................................................................................................................ 76
2.5 Foreign Exchange translations ................................................................................................. 78
2.6 Consolidated Financial Statements .......................................................................................... 78
2.7 Tangible Fixed Assets ............................................................................................................... 79
2.8 Intangible Assets ....................................................................................................................... 79
2.9 Investment property .................................................................................................................. 80
2.10 Non-current assets held for sale and discontinued activities .................................................... 80
2.11 Impairment review of tangible and intangible assets ................................................................ 80
2.12 Segment reporting .................................................................................................................... 80
2.13 Borrowing Cost ......................................................................................................................... 81
2.14 Financial Assets (instruments) .................................................................................................. 81
2.15 Inventories................................................................................................................................. 83
2.16 Trade receivables ..................................................................................................................... 83
2.17 Cash and cash equivalents ....................................................................................................... 84
2.18 Share capital and reserves ....................................................................................................... 84
2.19 Loans ........................................................................................................................................ 84
2.20 Income Tax – Deferred Income Tax ......................................................................................... 84
2.21 Employee benefits .................................................................................................................... 85
2.22 Provisions .................................................................................................................................. 86
2.23 De-recognition of financial assets and liabilities ....................................................................... 87
2.24 Recognition of income .............................................................................................................. 87
2.25 Leases ....................................................................................................................................... 88
2.26 Reclassification of Items ........................................................................................................... 89
2.27 Dividend distribution .................................................................................................................. 89
2.28 Government Grants .................................................................................................................. 90
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2.29 Earnings per share .................................................................................................................... 90
2.30 Long-term Receivables / Liabilities ........................................................................................... 90
2.31 Related parties .......................................................................................................................... 90
2.32 Capital management ................................................................................................................. 90
3. Financial risk management ....................................................................................................... 91
4. Fair value of financial assets..................................................................................................... 96
5. Significant accounting estimations and judgments by management ........................................ 96
6. Analysis of tangible fixed assets ............................................................................................... 97
7. Investment Property .................................................................................................................. 99
8. Analysis of receivables ........................................................................................................... 100
9. Analysis of inventories ............................................................................................................ 102
10. Securities - Investments .......................................................................................................... 103
11. Derivatives .............................................................................................................................. 103
12. Analysis of cash reserves ....................................................................................................... 103
13. Analysis of all equity accounts ................................................................................................ 104
14. Analysis of suppliers and other liabilities ................................................................................ 106
15. Analysis of loans ..................................................................................................................... 107
16. Analysis of deferred taxes ....................................................................................................... 108
17. Analysis of post-employment benefits .................................................................................... 109
18. Analysis of tax liabilities .......................................................................................................... 110
19. Segment Reporting ................................................................................................................. 111
20. Analysis of other results .......................................................................................................... 112
21. Investment Results ................................................................................................................. 116
22. Analysis of earnings per share................................................................................................ 117
23. Transactions with related parties ............................................................................................ 117
24. Contingent Liabilities - Receivables ........................................................................................ 119
25. Dividends ................................................................................................................................ 121
26. Personnel information ............................................................................................................. 121
27. Government Grants ................................................................................................................ 121
28. Liabilities from Leases ............................................................................................................ 122
29. Exchange Rates ...................................................................................................................... 123
30. Online Availability of Financial Reports .................................................................................. 124
31. Events after the end of the reporting period of Financial Statements .................................... 124
Annual Financial Report of 31.12.2022
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STATEMENT BY REPRESENTATIVES OF THE BOARD OF
DIRECTORS
(pursuant to article 4, paragraph 2 of Law 3556/2007)
We hereby certify and declare that, to the best of our knowledge:
a) The annual financial statements of the societe anonyme company ‘ELASTRON S.A. – STEEL
SERVICE CENTERS’ for the financial year 01.01.2022 – 31.12.2022, which were prepared in accordance
with the applicable International Financial Reporting Standards, truly reflect the assets and liabilities, the
equity and the Company’s results, as well as those of the companies included in the consolidation, which
are considered aggregately as a whole,
b) The Annual Report of the Board of Directors of the Company accurately reflects the significant events
of the year 2022 and their impact on the annual financial statements, the significant transactions made
between the Company and its related parties, the development of activities, the performance and position
of the Company, as well as the companies included in the consolidation depicted as a whole, including a
description of the main risks and uncertainties in relation to their activities.
Aspropyrgos, 20 April 2023
The signatories
Panagiotis Simos-Kaldis Athanasios Kalpinis Vasileios Manesis
Chairman of the Board Chief Executive Officer Chief Financial Officer
Executive Member
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ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
OF “ELASTRON S.A. – STEEL SERVICE CENTERS”
for the period from January 1
st
to December 31
st
2022
The annual Financial Report of the fiscal year 2022 was prepared according to the provisions of L.
4548/2018, L. 3556/2007 and the executive Decisions issued by the Board of Directors of the Hellenic
Capital Market Commission. ELASTRON S.A. – STEEL SERVICE CENTERS is headquartered at Agios
Ioannis Avenue, in the Municipality of Aspropyrgos, Attiki (PC 19300), Greece.
The companies which are included in the consolidation, besides the parent company, are as follows:
Amounts in €
COMPANY
DOMICILE
BUSINESS
ACTIVITY
PARTICIPATION
STAKE
PARTICIPATION
COST
NORTHERN
GREECE METAL
PRODUCTS S.A.
Thessaloniki
Commerce and
processing of steel
products
100.00%
10,718,000
BALKAN IRON
GROUP S.R.L.
Bucharest,
Romania
Commerce and
processing of steel
products
33.33%
(Joint Venture)
800,000
KALPINIS SIMOS
BULGARIA EOOD
Sofia, Bulgaria
Commerce and
processing of steel
products
100.00%
10,000
PHOTODEVELOP
MENT SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
98.6%
325,500
PHOTOENERGY
SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
ILIOSKOPIO SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
PHOTOKYPSELI
SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
PHOTOISXYS LTD
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
100.00%
80,000
THRACE
GREENHOUSES
S.A.
Xanthi
Production of
agricultural
products from
glasshouse
cultivations
49.09%
3,485,000
GAURA Ltd
Cyprus
Holding company
100.00%
7,650.00
ELASTRON
LOGISTICS SINGLE
PERSON IKE
Thessaloniki
Transportation and
supply
management
services
100.00%
10,000
* The participation cost does not include any impairment. The impairments of participation interests are analytically presented in
note 21.
Α. Financial Development and Performance
The Group's turnover posted growth of 10.8% reaching €181.0 million from €163.3 million in the previous
year. Gross profit settled at €27.4m or 15.2% of sales compared to €31.9m or 19.6% of sales in 2021.
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Earnings before interest and taxes (EBIT) amounted to € 16.6 million compared to € 20.0 million in 2021,
while the results before interest, taxes, depreciation and amortization (EBITDA) amounted to € 19.3 million
compared to € 22.6 million in 2021. Finally, the results before taxes amounted to € 14.2 million compared
to € 18.7 million in the previous year.
On the parent company level, the turnover increased by 11% and amounted to € 179.8 million compared
to € 162.0 million in the previous year, while the gross profit settled at € 26.7 million or 14.8% of sales
versus € 31.2 million or 19.2% of sales in 2021. The results before interest and taxes (EBIT) amounted
to € 16.9 million compared to € 19.9 million in the previous year, while the results before interest, taxes,
depreciation and amortization (EBITDA) amounted to € 19.0 million compared to € 21.9 million in 2021.
Finally, the results before taxes amounted to € 13.7 million versus € 18.0 million in the previous year.
Following and with the objective to provide additional information, the Group’s and the Company’s
financial ratios with regard to major financial figures are presented below:
Group
Company
(a) FINANCIAL STRUCTURE
2022
2021
2022
2021
Noncurrent assets / Total assets
0.37
0.42
0.36
0.41
Current assets / Total assets
0.63
0.58
0.64
0.59
Equity / Total Liabilities
0.86
0.90
0.87
0.92
Current assets / Short-term liabilities
2.94
1.78
2.94
1.78
(b) EFFICIENCY AND PERFORMANCE
Net earnings before taxes / Sales
0.08
0.11
0.08
0.11
Net earnings before taxes / Equity
0.16
0.23
0.16
0.23
Sales / Equity
2.07
2.02
2.10
2.03
(c) CAPITAL STRUCTURE
Net liabilities / Equity
0.71
0.78
0.70
0.76
Net bank liabilities / Equity
0.29
0.29
0.30
0.29
Net bank liabilities / EBITDA
1.30
1.02
1.33
1.06
Β. Alternative Performance Measures
The European Securities and Markets Authority (ESMA) issued guidance with regard to the application
of the Alternative Performance Measures. The aim of the guidance is to promote the usefulness and
transparency of the financial ratios included in the published financial statements as well as in other
reports referring to the figures of the financial statements. Alternative Performance Measures (henceforth
APM) are financial ratios and indicators which are used for the measurement of the performance and
financial position of the Company, ratios which however are not required and analyzed in the provisions
of the International Financial Reporting Standards.
The Management of the Company and the Group use APM in the context of monitoring their financial
performance, decision making and compliance with the terms of the financing agreements. Some of the
APM used by the Management are the following:
Results before interest, taxes, depreciation and amortization and investment results (EBITDA). It
depicts the operating results of the Company and the Group that derive from their business activity as
well as the ability to repay their debt and tax obligations. It is calculated as follows: Turnover plus operating
income minus operating expenses with the exception of the depreciation of fixed assets and the
amortization of grants. EBITDA margin (%) derives from the division of EBITDA by the turnover.
Net Debt. It depicts the total bank debt obligation of the Company and the Group. It is calculated as
follows: Total (short-term and long-term) debt minus total cash and cash equivalents. When the calculation
extracts a negative result, it means that the Company and the Group are able to fulfill in excess their debt
obligations.
Annual Financial Report of 31.12.2022
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C. Information on Environmental and Labor Issues
a) Information on Environmental Issues
The environmental policy of the Company demonstrates the Management’s commitment to operate with
absolute respect to the environment whereas it promotes the environmental conscience and also aims at
promoting the environmental responsibility in both its human resources and the other stakeholders.
The Group recognizes its obligations against the environment and the need towards continuously
improving its environmental performance. This in turn allows the Group to attain a balanced economic
growth aligned with the environmental protection.
Therefore, the Group aims to:
The use of environmentally friendly technologies
In the circular economy with steel recycling and waste
management resulting from the production process.
Controlling the consumption of raw materials and energy.
In the prevention of possible risks of pollution.
In the recycling of materials resulting from its business activity.
To minimize emissions of CO2 and pollutants that harm the environment.
In the identification and monitoring of environmental and energy indicators.
In compliance with applicable laws and regulations governing energy consumption and energy
performance.
Raising awareness of stakeholders (employees, suppliers, customers, etc.) by providing
appropriate information and training.
In the investment of energy efficient installations and projects with short schedule of return.
Selecting suppliers committed to their energy footprint (wherever possible).
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An integral part of the circular economy has to do with the selection of raw materials used in the production
process. The Company, paying special attention to ensuring the quality of its products, monitors on a daily
basis the various materials as well as raw materials used by carrying out frequent inspections at all stages
of production. In addition, there is a continuous evaluation of the raw materials supplied on the basis of
additional criteria other than costs, while the Company has managed to maintain long-term relationships
of trust with its suppliers.
In the context of monitoring the impact of the Company's operation on the environment, the Company
monitors on a daily basis the above materials, in order to have a complete view and be able to mainly
take preventive actions and not so corrective ones. By this way the Company achieves compliance with
the legal requirements regarding the management and proper storage of chemicals and other substances
that it uses for the production of its products.
The main categories of raw and auxiliary materials are the following:
Steel in the form of a coil.
Lubricants.
Metal beads for the alteration process.
Fuels (oil, LPG).
Filtering means.
Industrial gases.
Chemicals for the production of polyurethane foam.
Water-based paint for the alteration process.
Wood for loading goods.
Packaging materials.
The Group's priority in the field of environmental and energy policy is the following:
a. the protection of biodiversity,
b. reducing the effects of pollution on workers' health and
c. the rational management of natural resources.
The Group aims:
✓ In the protection of the natural environment.
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✓ In waste management and recycling.
✓ In the protection of the aquatic environment and in the rational management of water resources.
✓ In protection against gaseous pollution.
✓ In protection against noise pollution.
✓ In protection against industrial pollution.
✓ In monitoring the implementation of environmental programs.
✓ In the determination of environmental and energy indicators.
✓ In controlling the consumption of raw materials and energy.
✓ In the investment of energy efficient installations and projects with short schedule of return.
The Group operates PV stations on the roofs of its production facilities in Aspropyrgos with a total capacity
of 4.2 MWp. These stations increase the share of renewable energy sources in the energy mix of the
Group, while also helping to reduce carbon dioxide emissions.
The Group applies procedures for monitoring and recording measurements and controls of the
consumption of its production facilities as shown in the following table:
Energy Consumption
Energy
2022
2021
Oil for circulation
80,551 lt
87,243 lt
Oil for production
41,231lt
53,623 lt
LPG for production
29,999 lt
34,499 lt
Power consumption
4,461 MWh
4,354 MWh
Energy offset from PV
2,184 MWh
1,896 MWh
The percentages of electricity consumption that come either from a provider in the market or from
renewable energy sources for the years 2022 and 2021 are as follows:
Electricity Consumption
Electric Energy
2022
2021
Electricity from a provider
51%
56.46%
Energy coming from
Renewable sources (RES) of the Installation
49%
43.54%
The Group received a Certificate of Origin Guarantee - Green Certificate - from the cooperating electricity
provider.
The Group implements a specific waste management procedure in order to reduce the respective volume
of waste materials. The Company cooperates exclusively with the appropriately licensed partners for the
management of all types of waste materials. The quantities of waste resulting from the Group’s operation
for the year 2022 are described in the following table:
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Waste Management
Waste Materials
2022
2021
Quantities of total waste (kg)
3,013,369
3,334,112
Recycling (%)
Dangerous wastes
3.94%
4.72%
Non-hazardous waste
96.06%
95.28%
The Company has been certified and implements an integrated environmental management system as
defined according to the international standard of environmental management system EN ISO 14001 &
50001 aiming at the protection of the environment and the saving of the respective natural resources.
An important criterion for the selection of suppliers is their compliance with environmental policies. For
this reason the following certifications are required:
• ISO 14001
• ISO 50001
• ISO 14021
• EPD - Environmental Product Declaration
The Group cares about the continuous update as well as education of the personnel in environmental
issues and takes care for the training of its employees in environmental protection issues.
b) Information on Labor Issues
Despite the fact that the Company seeks equal participation of the two genders, the percentage of women
in the total human resources for the year 2022 accounted for only 8.3%.
This is due to the heavy manual labor that is usually required in the iron processing and production
process which is the main activity of the Company. The allocation of the Company's employees by gender
is presented in the table below:
Total number of employees - Gender segregation
31.12.2022
31.12.2021
Male
220
210
Female
20
16
Total
240
226
According to the tables below, the largest percentage of age at work does not exceed 50 years, which
means that the particular age group is dominated by the characteristics of productivity and creativity.
The number of people over 50 years old who add the required experience is also significant and most of
these employees are expected to retire from the Company. The National General Collective Labor
Agreement (NGCLA - EGSSE) sets the minimum fees, salaries and day-wages in the private sector. The
Group observes the terms of the above Agreement and as a result the vast majority of its employees
receive higher remuneration than the minimum level of wages. The breakdown of employees by age
group is presented in the table below:
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Total number of employees - Breakdown by age group
2022
2021
<30 years
46
36
30 - 50 years
126
121
>50 years
68
69
Total
240
226
The respect to the human being and safety constitute an indispensable part of the Group’s policy. For this
reason the minimization of the probability of accidents and the creation of a work environment that
respects the health, the integrity and the personality of the employees constitute fundamental values and
principles for the Group.
The Group complies fully with the effective legislation and regulations whereas at the same time it applies
a detailed framework of rules, safety, professional behavior, prevention and management of accidents,
which is constantly being revised and reviewed so that it responds to its current operating needs and is
aligned with the international best practices of the sector which it activates in.
At the same time, the Group places strong emphasis on the training of personnel in the issues of hygiene,
safety and prevention, whereas systematic audits and inspections take place in order to ensure the
application and compliance of the relevant safety rules. The Company in 2022 implemented an
educational program ensuring the participation of all personnel mainly in the educational fields of health
and safety.
More specifically, the education and training program was indicatively related to the following:
✓ Evacuation exercises
✓ Fire and explosion drills
✓ First aid seminars
Also, within the year 2022, training seminars were implemented regarding the development of skills and
knowledge of the personnel with most indicative ones being the following:
✓ Seminars on safe lifting, loading and placement of loads
✓ Information systems and networks seminars
✓ Seminar on vehicle routing systems and carbon footprint recording
✓ HR Metrics Seminar
✓ Corporate Social Responsibility & Corporate Sustainability Evaluation Criteria Seminar.
✓ Seminar on financial content and market information
✓ Internal Control Seminar (CIA – Certification in Internal Audit)
✓ Credit Risk Management Seminar
The promotion of the principle of equal opportunities and the protection of diversity constitute top priorities
for the Group. The Management does not make any discrimination in hiring, the selection, the
remuneration, the assignment of duties or in any other labor activity. The factors exclusively taken into
consideration comprise the experience, the personality, the educational background, the efficiency and
the skills of the individuals.
The Group encourages and recommends to all employees to respect the diversity of each employee or
partner, and also not to accept any kind of behavior which may be associated with discrimination of any
type.
c) Contribution to the society
The contribution and the responsible stance of the Group towards the society as a whole is an integral
part of its culture and strategy. The Corporate Social Responsibility program implemented a series of
actions related to society, culture and health. The constant presence close to the local community resulted
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not only in the creation of a favorable climate of collaboration but also in the recognition of all these efforts
by those involved.
Some of the actions implemented by the Company in 2022 were the following:
✓ Donation of steel products for the construction of sheds in primary school in Mandra, Attiki, Greece
✓ Donation of steel products for the construction of roofs in primary school of the Municipality of
Aspropyrgos, Attiki, Greece
✓ Participation in the "Nutrition" program of the Institute “Prolipsis” which deals with proper feeding
and promotes healthy eating. The Group ensured the feeding of 37 students in a kindergarten in
Aspropyrgos, Attiki, Greece, through the above program.
✓ Strengthening of the Panhellenic association of women with breast cancer "Alma Zois" and
participation in the symbolic race "Race for the Cure".
✓ Strengthening the association of children with neoplastic disease "Flag".
✓ Granting of gift vouchers of a well-known supermarket chain to the "social grocery store" of the
Municipality of Aspropyrgos, Attiki, Greece.
✓ Support to a medical education network institution
✓ Strengthening the insurance program of the Panhellenic Heart Transplant Association
✓ Donation of sports equipment to 2 sports organizations located in Thriasion, Attiki, Greece.
In addition to the above, for more than 20 years, in collaboration with the Thriasio General Hospital of
Elefsina, voluntary blood donation is carried out at the Company's premises. The goal is to create and
strengthen the blood bank maintained by the Company.
D. Significant Events during the Financial Year 2022
Direct financial impact of Russia's invasion of Ukraine
The start of the war conflict at the end of February 2022 created significant turbulence in the steel industry
leading to the suspension of factories in Ukraine and the imposition of sanctions against Russia i.e.
blocking exports of steel products towards the European market. The drop in exports from the factories
of the above two countries and the shortages observed led to increases in the prices of raw materials. At
the same time, the rise in energy costs led to an increase in both production and transportation costs,
keeping raw material prices at high levels. In this context, the results of the Group's steel sector were
significantly affected mainly due to the rise in sales prices and the consequent improvement of operating
profit margins. However, the continuous increase of raw material prices created stagnation conditions in
the market via the gradual decrease in the demand and consumption of steel products as a result of the
reluctance of end users and industries to absorb further cost increases. Therefore the prices of raw
materials and the selling prices moved downward during the 2nd half of 2022, resulting into lower profit
margins compared to the first half of the year. It is noted that the rise in energy costs had an insignificant
impact on the Group's financial results for the reason that through investments in solar power (P/V –
photovoltaic) plants operating via the energy offset scheme, the Group's production costs posted only a
small increase. At the same time, it is noted that through the wide geographical dispersion of the Group's
supplier base, the purchases of raw materials from the above two countries amounted annually to
approximately 5% of the total purchases. At the start of the war conflict the waiting time for supplies from
these particular countries were minimal and were successfully replaced by alternative sources without
delays or cost increases.
Developments in the Group’s Sectors
The results of the Group's steel sector in 2022 presented a mixed performance, despite the significant
increase in turnover and the achievement of high profitability for a second successive year. In particular,
the outbreak of war that followed Russia's invasion of Ukraine during the first half of the year, led, among
other things, to a significant increase in the cost of energy and by extension in the cost of steel production.
The above resulted into a further increase of selling prices. In this context, the Group's turnover and
results posted an improvement compared to the corresponding first half of the previous year. However,
the continued increase in costs in key sectors of absorption of steel products such as those of construction
and industrial production slowed down the demand and consumption of the products, resulting into the
Annual Financial Report of 31.12.2022
13
gradual decline in the prices of raw materials, the reduction of selling prices and the drop in operating
profit margins compared to the first half of 2022.
In any case, the course of the Group's business activities and financial results for the entire year 2022
was in line with the management's estimates, with the main determinant factors being the following:
• Sustaining the level of activity amid increased costs of goods and of raw materials following the
hostilities that took place between Russia and Ukraine.
• Increase in turnover by 11% or by €17.7 million as a result of the increased average selling price
and of the generated sales mix.
• Correction of the prices of raw materials from the 2nd quarter of 2022 with consequent reduction
of selling prices and operating profit margins.
• Significant increase in transportation costs as result of high energy costs.
• Containment of the increase in energy and production costs as result of investments in solar PV
power plants via the scheme of energy compensation.
• Sale of non-operational industrial property and rooftop PV operating installation for €6.9 million, at
significantly higher level than their book value.
• Increase in finance costs as a result of the higher Euribor rate following ECB’s tighter monetary
policy during the 3rd quarter of the year and the increased working capital needs due to the rise in the
prices of raw materials and operating costs.
It is emphasized that in the midst of an unstable economic environment characterized by intense volatility
and continuous inflationary pressures, the Group achieved to further strengthen its equity position which
increased by 32% or by € 21.1 million during the period 2020-2022 and amounted to € 87.3 million versus
€ 66.2 million in the previous period. At the same time, the Group's net debt remained at relatively low
levels settling at € 25.0 million with the "Net debt / ebitda" ratio standing at 1.3x. It is also noted that in the
period under consideration the Group's cash and cash equivalents increased by 48% reaching € 39.5
million compared to € 26.6 million in the previous year. This reflects a healthy and diversified customer
base as well as the Group’s ability to effectively manage its trade receivables.
During the year 2022, the Group's investment plan continued smoothly with the construction of new
privately-owned warehouses and industrial facilities to house existing and new production lines that enrich
the spectrum of steel products and increase capacity by improving both production time and distribution.
At the same time, the sale of a non-operating industrial property in Skaramangas, Attica, as well as of a
PV operating installation on the roof of the property, was completed for €6.9 million. The above sale
proceeds further improved the liquidity of the Group, facilitating at the same time the financing of new
investments. It is noted that in the 5-year period 2018 - 2022, various investments were implemented in
storage and industrial facilities, as well as in mechanical production equipment, totaling €22.3 million.
Those investments were approved and implemented taking into account the need for modernization and
diversification of activities as well as the sector’s dynamics, as the sector showed particular resilience
both during the period of pandemic and during the current period of geopolitical instability.
Implementation of Investment Plans
The Company submitted in June 2013 to the Ministry of Development and Competitiveness a new
subsidized investment program under the auspices of L. 3908/2011 for the modernization of the
mechanical and building machinery, amounting to € 3.4 million. The rate of subsidy in this program is set
at 15%. In May 2014, the parent Company’s investment plan was approved and included in the category
of General Entrepreneurship of the General Business Plans of article 6 of Law 3908/2011. In November
2017, the Company filled an audit request with regard to the completion and certification of the
commencement of the production activity in relation to the particular investment, whereas in February
2018, the Company collected an amount of 146.5 thousand Euros which corresponds to 2/7 of the
respective grant. Within fiscal year 2019, the certification audit concerning the completion of the
Annual Financial Report of 31.12.2022
14
investment’s financial and physical objective was completed and the relevant announcements are
expected.
The affiliated company THRACE GREENHOUSES SA implements a new investment plan that was
subject to the provisions of Law 4399/2016 (Decision of submission: 6204/22.12.2021, Government
Gazette 6288/29.12.2021, Issue #2) of the Ministry of Macedonia-Thrace, with a total budget of €14.7
million. The investment plan commenced within the year 2022. The approved nominal value of the above
subsidized investment plan amounts to € 14.7 million and the value of the grant settles at € 3.6 million.
Annual Ordinary General Meeting
On 30.06.2022 the Annual Ordinary General Meeting of the shareholders was held at the offices and
headquarters of the Company ELASTRON S.A. - STEEL SERVICE PRODUCTS at Agios Ioannis
Avenue, PC 19300, Aspropyrgos, Attiki, Greece. Given the Company's efforts to safeguard the safety and
health of shareholders, employees and the general audience against the Covid-19 pandemic, the Annual
Ordinary General Meeting provided all participants with the option to participate and vote by
teleconference in accordance with the Article 8 of the Company's Articles of Association.
17 shareholders attended the Annual General Meeting (either in person or via a legal representative),
who owned 12,675,095 shares or 68.85% of the paid up share capital.
The head of the Company's Internal Control Unit was also present at the Annual Ordinary General
Meeting.
The General Meeting proceeded with the following resolutions:
1. The Separate and Consolidated Financial Statements for the year 2021 (01.01.2021 - 31.12.2021)
were approved along with the relevant Management Reports of the Board of Directors and the
Certified Public Accountants.
2.
The distribution of results for the financial year 2021 (01.01.2021 - 31.12.2021), the distribution of
dividends and the provision of the relevant authorization to the Board of Directors for exercising the
decision concerning the dividend distribution were approved. More specifically, the distribution of an
amount of gross dividend of € 4,823,639.82, or € 0.262 was approved, along with the relevant cut-off,
record (beneficiary identification) and payment dates, as follows:
A) Wednesday, 24
th
of August 2022 was set as the dividend cut-off day.
B) Thursday, 25
th
of August 2022 was set as the record (beneficiary identification) day.
C) Monday, 29
th
of August 2022 was set as the dividend payment date with the payment being made
via a credit institution.
3. The Meeting approved in accordance with the article 108 of Law 4548/2018, the overall administration
performed by the Board of Directors for the financial year 2021 (01.01.2021 - 31.12.2021) and also
released the Certified Auditor - Accountant from any liability for compensation with regard to the audit
of the financial year 2021 (01.01.2021 - 31.12.2021).
4. The fees - remuneration of the members of Board of Directors for the financial year 2021 (01.01.2021
- 31.12.2021) were also approved and the fees - remuneration for the financial year 2022 (01.01.2022
- 31.12.2022) were pre-approved.
5. The Amendment of the Remuneration Policy was approved in accordance with article 9, par. 2a of
Law 4706/2020 and articles 110 and 111 of Law 4548/2018.
6. The Meeting approved the Remuneration Report of the members of Board of Directors of the
Company for the financial year 2021 (01.01.2021 - 31.12.2021) according to the article 112 of Law
4548/2018.
7. The Meeting approved the election of Mr. Konstantinos Stamelos as Regular Auditor with SOEL Reg.
Number 26841 and Mr. Ioannis Tente as Deputy Auditor with SOEL Reg. Number 170611 from the
auditing company RSM GREECE SA CERTIFIED AUDITORS ACCOUNTANTS AND BUSINESS
Annual Financial Report of 31.12.2022
15
CONSULTANTS with the distinctive title "RSM GREECE S.A." for the financial year 2022 whereas
the Meeting also determined and approved their remuneration.
8. The Company’s shareholders were informed of the non-implementation of the stock repurchase plan
as it had been approved by the General Meeting of 25 June 2020. The Meeting therefore informed
the shareholders of the plan’s cancellation.
9. It was announced, according to article 82, par. 1, sec. d of Law 4548/2018, the decision of the Board
of Directors as of 3 September 2021 to replace the resigned independent non-executive member of
the Board of Directors Mr. Dimitrios Paparistides of Christos with the independent non-executive
member Mr. Georgios Kolovos of Konstantinos. Given that the new member met the conditions of
independence of Article 9 of Law 4706/2020 throughout the proposed term of office, the Meeting
approved the relevant election.
10. It was announced, pursuant to article 44, par. 1f of Law 4449/2017, the decision of the Board of
Directors as of 3 September 2021 to replace the resigned member of the Company's Audit
Committee (and independent non-executive member of the Board of Directors) Mr. Dimitrios
Paparistides of Christos by the independent non-executive member of the Board of Directors Mr.
Georgios Kolovos of Konstantinos. The Meeting approved the relevant election.
11. A new twelve-member Board of Directors was elected for a three-year term, of which 4 members are
independent.
The recommendation for the election of the candidate members was made by the Remuneration and
Nomination Committee, after it was established that the respective criteria of the Eligibility Policy for
all members are met, as well as the independence criteria of Article 9 of Law 4706/2020 for the
independent non-executive members. The CVs of the elected members were made available to the
shareholders via the Company's website before the Ordinary General Meeting.
12. A new Audit Committee was elected and its type, term of office, number and qualifications of its
members were accordingly determined and agreed.
In particular, it was decided that the Audit Committee will operate as an independent mixed committee,
consisting of three (3) members, two of which will be non-executive members of the Board of Directors
and at least one will be independent member, whereas the third member will have no relation to the
Company and will meet the independence criteria of article 9 of Law 4706/2020. The term of office of
the Audit Committee will be the same as the term of the Board of Directors, being automatically
extended until the first Ordinary General Meeting taking place after the end of its term. Subsequently,
the following were elected as members of the Audit Committee, with a three-year term: A) Mr.
Konstantinos Gianniris, non-executive member of the Board of Directors, b) Mr. Georgios Kolovos,
independent non-executive member of the Board of Directors, who meets the conditions of
independence defined by article 9 of Law 4706/2020, and c) Mr. Georgios Valettas, who is not a
member of the Board of Directors and meets the conditions of independence defined by the article 9
of Law 4706/2020. All members of the Audit Committee meet the eligibility criteria and conditions of
article 44, par. 1 of Law 4449/2017, as applicable. Furthermore all members of the Audit Committee
have sufficient knowledge of the steel sector which the Company activates in, while Messrs.
Konstantinos Gianniris and Georgios Valettas have sufficient knowledge and experience in the fields
of auditing and accounting.
13. The Meeting also approved, according to article 98, paragraph 1 of Law 4548/2018, the participation
of the members of the Board of Directors and the Directors of the Company in the Management of
the companies of the Group and the affiliated companies.
14. During the Meeting, the Annual Report of the Audit Committee for the year 2021 (01.01.2021 -
31.12.2021) was read.
15. The report of the independent non-executive members of the Board of Directors, according to article
9, par. 5 of Law 4706/2020, for the financial year 2021 (01.01.2021 - 31.12.2021) was read.
16. No other announcement was made.
Annual Financial Report of 31.12.2022
16
Items 1, 2, 3, 9, 10, 11, 12 and 13 of the daily agenda were approved unanimously, i.e. by percentage of
100% of those present, while items 4, 5, 6 and 7 were approved by 99.91% of those present.
Treasury shares
As of December 31, 2022, the Company did not hold any treasury shares. During the annual Ordinary
General Meeting on 30 June 2022, the Company’s shareholders were informed of the non-implementation
of the stock repurchase plan as it had been approved by the General Meeting of 25 June 2020. The
Meeting therefore informed the shareholders of the plan’s cancellation.
Tax audit
Since the fiscal year 2011, the companies ELASTRON SA and METAL-PRO SA, and also since the year
2014 all Group companies, have been included in the tax audit of the Certified Auditors as it is provided
by the clauses of article 65A of Law 4174/2013, as they were amended by the article 56 of Law 4646/2019.
For the companies and the fiscal years which were not included in the tax audit of the Certified Auditors,
it is estimated that there is no reason for the formation of any provision. As result, on 31.12.2022 the
Company and the Group have formed no provisions regarding tax-unaudited fiscal years.
For the financial year 2022, ELASTRON SA, METAL-PRO SA, THRACE GREENHOUSES SA and the
photovoltaic companies of the Group have been subject to the tax audit by the Certified Auditors as
stipulated by the provisions of article 37, L. 4646/2019. This audit is in progress and the relevant tax
certificate is expected to be issued after the publication of the financial statements for the year 2022. If
additional tax liabilities arise until the completion of the tax audit, these are not expected to have a material
impact on the financial statements.
Ε. Risks and Uncertainties
The risks are managed by the Risk Management Unit, in collaboration with the other departments of the
Group and in accordance with the guidelines and approvals of the Company's Board of Directors.
Compliance with risk management policies and procedures is reviewed by the Internal Control Unit, which
carries out regular and extraordinary audits on the implementation of the procedures, the findings of which
are communicated to the Board of Directors.
In the context of its ordinary activity, the Group is exposed to two (2) main categories of risks which are
further subdivided into:
1) Business risk and operational risk
i. Risk of business & production interruption
The risk of business interruption refers to the Company’s inability to continue the production process either
due to a lack of specialized personnel or due to a defect or damage of the mechanical production
equipment. In order to deal with such phenomena, the responsible maintenance unit of the Company
carries out scheduled regular audits on all technical and mechanical equipment, monitoring the availability
of the necessary spare parts, as well as preserving the maintenance contracts with the main suppliers of
the equipment. By this way the Company is always capable of immediately restoring the flow of the
production process in the event of malfunction or damage.
ii. Risk of defective or unsuitable product
The risk of a defective or unsuitable product refers to a product that does not meet specific specifications
either based on international regulations and requirements, or based on the technical specifications of a
specific project. From this risk, the Group is exposed to potential damages and financial claims for refunds
which may have an impact on its reputation and financial results. In order to deal with the particular risk,
the Group carries out both quality controls in the production process and sample quality control of the
produced products. At the same time, the Group assigns to well-known international organizations the
necessary audits and also the certification of the production processes whenever applicable.
Annual Financial Report of 31.12.2022
17
iii. Risk of lack of raw materials
The Group is exposed to the risk of not being able to supply the appropriate raw materials to ensure the
smooth flow of the production process and operation. The risk stems both from the international uncertain
geopolitical conditions (wars, strikes, disasters) and from policies that increase costs and make difficult
the attainment of the budgeted profitability. In order to reduce the impact of this risk, the Group implements
a policy of geographical dispersion of suppliers with regard to important raw materials, while at the same
time it maintains the appropriate safety inventory of materials in order to reduce the exposure to the risk
of lack of raw materials.
iv. Country risk
The headquarters, the production activity and the main commercial activity of the Group are located in
Greece. Therefore, political and economic factors affecting the country may also have an impact on the
operation and results of the Group. It is noted, however, that the prices of the Group's raw materials are
determined by the international markets and therefore they are affected by the international geopolitical
conditions outside the Greek territory. To reduce the risk from factors related to the country, as well as to
reduce dependence on the Greek market, the Groups generates more than 30% of its sales in the
international markets.
v. Risk of competition
The commercial activity of Elastron Group is mostly performed in the Greek market, while an increasing
percentage of sales, currently more than 30%, is also generated in the international markets. The
competition risk refers to a potential reduction of market share, as well as the reduction of selling prices
due to competition from similar companies in the markets where the Group operates, with an impact on
the financial results. In order to reduce the risk of competition, the management of the Group closely
monitors the developments in the markets in which it operates with the aim of analyzing the competition
and adjusting the commercial and pricing policy whenever possible. At the same time, the Group through
the process of quality control closely monitors the observance of quality specifications as well as the
provision of the appropriate after-sales service with the aim of maintaining and also expanding its
customer base.
vi. Regulatory compliance risk
The Group is obliged to comply with a multitude of Regulations and Laws such as environmental and
labor legislation, regulations regarding installation, operation and production, personal data protection,
etc. In order to avoid risks and penalties from the non-observance or from the partial observance of laws
and regulations, the Group's legal department, in collaboration with the Company’s other departments,
monitors the timely and regular briefing of the competent officials regarding the obligations arising from
the legislation.
vii. Information technology risk
The Group is exposed to risks related to the security of information systems which may include loss of
business data, information, files, processes or damage caused to information storage equipment and
operating systems which may be due to malware, incorrect use, insufficient maintenance and
obsolescence of equipment. In order to reduce the risk of data loss and equipment damage, the
Company's IT department takes adequate security measures that include the application of specialized
protection software, maintenance of backup copies, as well as the performance of checks by certified
partners on the information systems in order to identify and resolve risks from potential security gaps.
2) Financial Risk
The financial risk management policy of the Group is focused on the volatility of financial markets with the
objective of minimizing the factors that may negatively affect its financial performance.
The risk management policy is applied in order to recognize and analyze risks which the Group faces, to
set limits on risks assumed and to apply controls to such limits. The systems and policies applied are
periodically reviewed to incorporate changes observed in market conditions and the Group’s activities.
Annual Financial Report of 31.12.2022
18
The risk management is performed by the employees charged with the responsibilities of the Risk
Management Unit, in cooperation with the other departments of the Group and in accordance with the
guidelines and approvals of the Company's Board of Directors.
Adherence to risk management policies and procedures is controlled by the Internal Audit Department,
which performs ordinary and extraordinary audits on the application of procedures, the findings of which
are disclosed to the Board of Directors.
The financial risk of the Group consists of the following types of risk:
i. Credit risk
Due to the great dispersion of its clientele (no client exceeds 10% of total sales), the Group does not have
a significant concentration of credit risk. Based on the credit policy approved by the Group companies’
Board of Directors, all new clients are examined on an individual basis in terms of their creditworthiness
prior to the proposal of the standard payment terms. Credit limits are set for each client; these are
reviewed depending on ongoing conditions and, if necessary, the sales and collection terms are adjusted.
As a rule, customer credit limits are determined on the basis of the insurance limits set for them by the
insurance companies. While monitoring credit risk of customers, such are grouped according to their credit
profile, the maturity of their receivables and any prior collection problems that may have emerged.
Customer receivables mainly include the Group’s wholesale clients.
Clients characterized as “high risk” are placed in a special client list and future sales are to be pre-collected
and approved by the Board of Directors. At the same time, the Group makes impairment provisions which
reflect its estimation on losses related to clients and other receivables. This provision mainly consists of
impairment loss of specific receivables which are estimated on the basis of given conditions that such will
be collected, but have not yet been finalized.
The amount of the impairment loss is estimated as the difference between the book value of receivables
and the present value of estimated future cash flows, discounted by the initial effective interest rate. The
impairment loss amount is accounted for as an expense in the results. Receivables which are assessed
as bad debts are written off.
The credit risk is limited to 10% of the total trade receivables, on the basis of the Group’s insurance
policies. The margin of this risk is limited even further as tangible or other guarantees (such as letters of
guarantee) are requested wherever deemed necessary.
Amounts in €
Maturity of Trade Receivables
Group
Company
Up to 30 days
16,871,728.05
16,855,872.54
31 to 90 days
7,550,668.15
7,550,668.15
91 to 180 days
2,344,391.24
2,376,021.72
Over 180 days
3,922,435.34
3,731,441.95
Intra-group transactions
0.00
0.00
Total
30,689,222.78
30,514,004.36
Provisions – impairments for doubtful receivables
(3,827,420.37)
(3,651,505.87)
Total
26,861,802.41
26,862,498.49
ii. Liquidity risk
Liquidity risk is the risk that the Group might be unable to meet its financial liabilities when these become
due. The approach adopted by the Group to manage liquidity is to secure the necessary cash and
sufficient credit limits from the banks with which it cooperates, so that there is the appropriate liquidity for
the fulfillment of the financial liabilities, under standard as well as unfavorable conditions without incurring
Annual Financial Report of 31.12.2022
19
unacceptable loss or risking its reputation. In order to minimize the liquidity risks, the finance division of
the Group makes an annual provision for cash flows for the fiscal year when preparing its annual budget
and a monthly rolling three-month provision so as to secure that it has sufficient cash to meet its operating
needs, including its financial liabilities. This policy does not take into account the impact of extreme
conditions, which cannot be foreseen. For this reason, the Management of the Group, by assessing the
market conditions each time, maintains a certain amount of cash reserves for defensive purposes, in order
to face any extreme or extraordinary situations.
It is noted that for the entire debt obligations of the Group no tangible asset has been placed as collateral
in favor of the banks, an element which indicates the especially high creditworthiness of the Group.
The following table presents an analysis of the Company’s and Group’s liabilities, based on their
remaining duration as at 31.12.2022.
Amounts in €
Group
1 to 6 months
6 to 12 months
> 1 year
Total
Loans
8,384,517.74
2,811,875.00
53,265,625.00
64,462,017.74
Suppliers and other liabilities
28,969,913.48
290,377.70
4,283,056.66
33,543,347.84
Grants (deferred income)
58,968.70
58,968.70
3,243,927.47
3,361,864.87
Total
37,413,399.92
3,161,221.40
60,792,609.13
101,367,230.45
Amounts in €
Company
1 to 6 months
6 to 12 months
> 1 year
Total
Loans
8,384,517.74
2,811,875.00
53,265,625.00
64,462,017.74
Suppliers and other liabilities
28,786,150.53
237,012.61
2,908,466.59
31,931,629.72
Grants (deferred income)
43,659.89
43,659.89
2,373,501.94
2,460,821.71
Total
37,214,328.15
3,092,547.49
58,547,593.53
98,854,469.17
On 31.12.2022, the Company and the Group recorded cash and cash equivalents of € 39.1 million and €
39.5 million respectively.
iii. Market risk
Market risk is the risk of change in prices of raw materials procured by the Group, the risk of change in
the foreign exchange rates that the Group conducts transactions in and the risk of change in interest rates
that the Group borrows at and which can affect the Group’s results. The purpose of risk management
against market conditions is to determine and control the Group’s exposure to those risks, within the
context of acceptable parameters while at the same time optimizing its performance.
a) Metal (iron, steel, etc.) Raw Material Price Volatility Risk
The Group conducts its purchases mainly in the global steel market under normal market terms. Each
change in the market price of raw materials is discounted for in the sales price, resulting in changes in the
Group’s profit margin during periods of big price fluctuations for raw materials in the world market.
More specifically, in periods during which prices follow an upward trend, the Group’s profit margins
improve, as the upward trend is transferred to the sales prices. Accordingly, when raw material prices
follow a declining trend, the Group’s profit margins decrease.
The Group does not apply hedging to cover its basic operating reserve, which means that any
increase/decrease of metal prices may affect its results accordingly through depreciation or appreciation
of inventories.
b) Foreign exchange risk
Annual Financial Report of 31.12.2022
20
The Group is exposed to foreign exchange risk from the purchase of inventories it makes in $ (US Dollar),
from the deposits denominated in $ (US Dollar) as well as from the associate company BALKAN IRON
GROUP SRL, based in Romania, whose operating currency unit is the RON.
The Group’s borrowings are euro denominated in their entirety while there are no receivables
denominated in foreign currency.
Foreign currency is purchased in advance in order for the Company to limit its foreign exchange risk
emerging from inventory purchase. The total liabilities of the Group as of 31.12.2022, as well as the
liabilities that will arise from the agreements signed until 31.12.2022, are covered by equivalent purchases
in advance of foreign currency and as a result there is no foreign exchange risk associated with the
fluctuations of the US Dollar.
An increase by 10% of the Euro versus the US$ and of the Euro versus the RON on 31 December would
affect the equity and the results by negligible amounts for the Company.
c) Interest rate risk
Interest rate risk arises mainly from long-term and short-term bank loans in Euro (€) at the floating rate of
Euribor.
The Group finances its investments, as well as its need for working capital, through equity, short-term
bank loans, long-term and bond loans and as a result is burdened by interest expenses. Increasing trends
in interest rates shall negatively affect results, as the Group incurs the additional borrowing cost.
The impact on the Results and Equity of the Group and Company would be as follows, if the interest rates
of loans (Euribor) would be 1% higher/lower on average during the year 2022:
Amounts in € million
Loans 31.12.2022
Effect on
results before tax ( + / - )
Group
64.5
0.64
Company
64.5
0.64
This would occur due to the higher/lower financial cost of bank borrowing with a floating rate in euro.
A smaller effect results from interest income related to time deposits in euro.
The impact on the Results and Equity of the Group and Company would be as follows, if the interest rate
on term deposits would be 1% higher/lower on average during the year 2022:
Amounts in € million
Sight and term deposits
31.12.202
Effect on
results before tax ( + / - )
Group
39.5
0.39
Company
39.1
0.39
This would occur due to the higher/lower financial income from term deposits.
δ) Risk of Capital
The purpose of the management in relation to capital management is to ensure the smooth and
uninterrupted operation of activities with the objective of providing satisfactory returns to shareholders,
and to maintain as much as possible an ideal capital structure, thus reducing the cost of capital. For this
reason, the management, according to the prevailing conditions, may adjust its dividend policy, increase
its share capital or sell assets in order to reduce debt.
Annual Financial Report of 31.12.2022
21
Amounts in €
Company Data
31.12.2022
31.12.2021
Total debt
64,462,017.74
49,627,078.50
Minus: Cash and cash equivalents
39,121,666.45
26,323,191.21
Net debt
25,340,351.29
23,303,887.29
Total equity
85,761,355.04
79,683,339.87
EBITDA
19,020,658.23
21,944,276.27
Equity / Net debt 3.38
3.42
Net debt / EBITDA
1.33
1.06
Amounts in €
Group Data
31.12.2022
31.12.2021
Total debt
64,462,017.74
49,627,078.50
Minus: Cash and cash equivalents
39,459,255.28
26,573,940.06
Net debt
25,002,762.46
23,053,138.44
Total equity
87,268,464.50
80,804,798.90
EBITDA
19,279,166.31
22,605,859.97
Equity / Net debt 3.49
3.51
Net debt / EBITDA
1.30
1.02
F. Future Outlook
For the year 2023, it is rather difficult for the Group’s Management to make any safe forecasts about the
course of financial results in view of the prevailing conditions of intense uncertainty in the international
economic environment. The effects of the ongoing hostilities between Russia and Ukraine on the steel
sector are considered to have been absorbed to a significant extent. The impact mainly refers to the
absence of steel products from the European and international markets originating from factories located
in both regions. The significant decline in raw material prices from the 2nd quarter of 2022 continued until
the end of the same year with the market balancing and also recovering by the start of 2023 when raw
material prices showed an upward trend. The demand for the Group's steel products in the 1st quarter of
2023 is increasing, driven by both the domestic and the international markets, with exports accounting for
approximately 35% of turnover, further improving the financial cycle of the Group. In contrast, profit
margins are down compared to the same quarter of 2022 reflecting the time lag in adjusting inventory
costs to current market prices.
For the remainder of the year, the Management's view for the market demand remains modestly optimistic
considering the ongoing inflationary pressures, the increased cost of money, the potential government
instability as a result of the upcoming election in Greece, as well as in view of the various international
geopolitical factors of destabilization. On the contrary, the acceleration in absorption of funds coming from
the Resilience and Recovery Fund (RRF) and the National Strategic Reference Framework (NSRF) during
the present period and the coming years by sectors such as infrastructure (highways, railway
infrastructure and ports), logistics, energy and tourism are expected to emerge as the most important
pillars of demand for steel products. In this context, ELASTRON Group has the required capital adequacy,
know-how and production capacity to cover any potential future demand in the market.
G. Transactions with Related Parties
The amounts of the Group’s and Company’s sales and purchases, from and towards related parties, as
well as the balances of receivables and liabilities, are analyzed as follows:
Annual Financial Report of 31.12.2022
22
(a) Intra-company sales / purchases on 31.12.2022 and 31.12.2021 respectively:
Financial Year 2022:
Amounts in €
SALES
PURCHASES
ELASTRON
S.A.
THRACE
GREENHOUSES
SA
NORTHERN
GREECE METAL
PRODUCTS S.A.
TOTAL
ELASTRON S.A.
0.00
100.00
0.00
100.00
THRACE GREENHOUSES S.A.
50,878.00
0.00
0.00
50,878.00
PHOTOENERGY S.A.
41,278.82
0.00
0.00
41,278.82
PHOTODEVELOPMENT S.A.
93,237.76
0.00
0.00
93,237.76
PHOTODIODOS S.A.
55,493.61
0.00
0.00
55,493.61
PHOTOKYPSELI S.A.
28,873.87
0.00
0.00
28,873.87
ILIOSKOPIO S.A.
38,182.26
0.00
0.00
38,182.26
PHOTOISHIS LTD
8,130.84
0.00
0.00
8,130.84
NORTHERN GREECE METAL
PRODUCTS S.A.
0.00
0.00
0.00
0.00
TOTAL
316,075.16
100.00
0.00
316,175.16
Financial Year 2021:
Amounts in €
SALES
PURCHASES
ELASTRON
S.A.
THRACE
GREENHOUSES
SA
NORTHERN
GREECE METAL
PRODUCTS S.A.
TOTAL
ELASTRON S.A.
0.00
0.00
0.00
0.00
THRACE GREENHOUSES S.A.
55,393.74
0.00
0.00
55,393.74
PHOTOENERGY S.A.
46,857.75
0.00
0.00
46,857.75
PHOTODEVELOPMENT S.A.
108,398.00
0.00
0.00
108,398.00
PHOTODIODOS S.A.
94,831.35
0.00
0.00
94,831.35
PHOTOKYPSELI S.A.
31,092.12
0.00
0.00
31,092.12
ILIOSKOPIO S.A.
43,689.27
0.00
0.00
43,689.27
PHOTOISHIS LTD
12,717.50
0.00
0.00
12,717.50
NORTHERN GREECE METAL
PRODUCTS S.A.
0.00
0.00
0.00
0.00
TOTAL
392,979.73
0.00
0.00
392,979.73
(b) Intra-company receivables / liabilities on 31.12.2022 and 31.12.2021 respectively:
Annual Financial Report of 31.12.2022
23
Balances of 31.12.2022:
Amounts in €
RECEIVABLES
LIABILITIES
ELASTRON
S.A.
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
COMPANIES OF
PHOTOVOLTAIC
STATIONS
TOTAL
ELASTRON S.A.
0.00
0.00
9,129.23
9,129.23
THRACE GREENHOUSES S.A.
31,544.36
0.00
0.00
31,544.36
PHOTOENERGY S.A.
0.00
0.00
0.00
0.00
PHOTODEVELOPMENT S.A.
0.00
0.00
0.00
0.00
PHOTODIODOS S.A.
0.00
0.00
0.00
0.00
PHOTOKYPSELI S.A.
0.00
0.00
0.00
0.00
ILIOSKOPIO S.A.
0.00
0.00
0.00
0.00
PHOTOISHIS LTD
65,000.00
0.00
0.00
65,000.00
NORTHERN GREECE METAL
PRODUCTS S.A.
316,629.71
0.00
0.00
316,629.71
BALKAN IRON GROUP SRL
155,700.00
0.00
0.00
155,700.00
KALPINIS SIMOS BULGARIA
EOOD
815,771.50
0.00
0.00
815,771.50
TOTAL
1,384,645.57
0.00
9,129.23
1,393,774.80
Balances of 31.12.2021:
Amounts in €
RECEIVABLES
LIABILITIES
ELASTRON
S.A.
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
COMPANIES OF
PHOTOVOLTAIC
STATIONS
TOTAL
ELASTRON S.A.
0.00
0.00
0.00
0.00
THRACE GREENHOUSES S.A.
63,088.72
0.00
0.00
63,088.72
PHOTOENERGY S.A.
81,035.94
0.00
0.00
81,035.94
PHOTODEVELOPMENT S.A.
194,161.95
0.00
0.00
194,161.95
PHOTODIODOS S.A.
182,833.22
0.00
0.00
182,833.22
PHOTOKYPSELI S.A.
2,559.13
0.00
0.00
2,559.13
ILIOSKOPIO S.A.
52,273.01
0.00
0.00
52,273.01
PHOTOISHIS LTD
188,022.72
0.00
0.00
188,022.72
NORTHERN GREECE METAL
PRODUCTS S.A.
166,629.71
0.00
0.00
166,629.71
BALKAN IRON GROUP SRL
155,700.00
0.00
0.00
155,700.00
KALPINIS SIMOS BULGARIA
EOOD
815,771.50
0.00
0.00
815,771.50
TOTAL
1,902,075.90
0.00
0.00
1,902,075.90
Annual Financial Report of 31.12.2022
24
GROUP
COMPANY
1.1-31.12
1.1-31.12
Amounts in €
2022
2021
2022
2021
c) Transactions and remuneration of
Board Members & senior executives
Remuneration of Board Members
579,685.22
545,079.91
561,403.98
535,979.91
Remuneration of senior executives
243,385.47
219,721.52
213,385.47
189,721.52
Remuneration of other related entities
42,042.17
26,704.86
42,042.17
26,704.86
Other benefits granted to members of
the Board of Directors & Senior
Executives
38,193.59
40,894.75
38,193.59
40,894.75
Receivables from senior executives and
Board members
0.00
0.00
0.00
0.00
Liabilities to senior executives and
Board members
0.00
0.00
0.00
0.00
Note: The Remuneration Report of the Board of Directors for the year 2021 has been posted on the Company's
website www.elastron.gr , while the Group will proceed soon with the publication of the corresponding report for the
year 2022.
Senior executives according to IAS 24 are those individuals that have the authority and responsibility for
the planning, Management and control of the entity’s activities, directly or indirectly, and include all
members of the Board of Directors (executive and non-executive) of the entity, as well as all other senior
executives according to the above definition.
6. EXPLANATORY REPORT (Article 4, par. 7 & 8, L.3556/2007)
a) Structure of the Company’s share capital
On 31.12.2022 the Company’s share capital amounted to 18,410,839 Euro and was divided into
18,410,839 common registered shares with a nominal value of 1.00 euro each.
The total shares are listed and traded freely on the Athens Exchange.
Each Company share incorporates all the rights and obligations stipulated by Law and the Company’s
Memorandum of Association, which however does not include provisions that limit those provided by the
Law.
Ownership of a share implies ipso jure acceptance by the owner of such of the Company’s Memorandum
of Association and the legal decisions made by the General Meeting of shareholders.
The responsibility of shareholders is limited to the nominal value of shares owned. Shareholders
participate in the Company’s Management and earnings according to the Law and provisions of the
Memorandum of Association. The rights and obligations that emanate from each share follow such to any
universal or special beneficiary of the shareholders.
Shareholders exercise their rights in relation to the Company’s Management only through the General
Meetings. Shareholders have a pre-emptive right to each future increase of the Company’s Share Capital,
according to their participation in the existing share capital, as stipulated by the provisions of law
4548/2018.
Lenders of shareholders and their beneficiaries cannot in any case cause confiscation or sealing of any
asset or the books of the Company, nor can they request the sale or liquidation of the Company, or be
involved in any way in the Company’s Management or administration.
All shareholders, regardless of where such reside, are considered to have the Company’s domicile as
their legal residence and are subject to Greek Law, as regards to their relationship with the Company.
Annual Financial Report of 31.12.2022
25
Any difference between the Company on the one hand and shareholders or any third party on the other,
is subject to the exclusive jurisdiction of ordinary courts, while the Company can be prosecuted only before
courts of its domicile.
Each share provides one voting right. Co-owners of a share, in order to exercise their voting right, must
submit to the Company in written one joint representative for the share, which will represent them in the
General Meeting, while the exercise of their right is postponed until such a representative is assigned.
Each shareholder is entitled to participate in the General Meeting of the Company’s shareholders, either
in person or through a representative. All shareholders have the right to participate and vote in the
General Meeting. The exercise of such rights does not require the blockage of the beneficiary’s shares
nor any other corresponding procedure, which limits the ability to sell and transfer shares during the period
from the record date of beneficiaries and the date of the General Meeting. The individual or entity which
has the capacity of shareholder at the beginning of the fifth (5
th
) day prior to the initial General Meeting
date (record date) is entitled to participate in the General Meeting (first and repetitive meeting). The above
record date is valid even in the case of a previously postponed or repetitive meeting provided that this
previously postponed or repetitive meeting takes place no later than thirty (30) days from the record date.
If such a condition does not occur or if, for the case of the repetitive general meeting, there is release of
a new invitation according to the provisions of article 130, Law 4548/2018, then the individual or entity
which has the capacity of shareholder at the beginning of the third (3
rd
) day prior to the previously
postponed or repetitive general meeting date (record date) is entitled to participate in this general meeting.
The proof of shareholders’ capacity may be presented via any legal means and in any case through the
information provided to the Company from the central securities depository if the latter offers registry
services, or through the registered intermediary parties participating in the central securities depository in
any other case.
Only those who carry the shareholder capacity during the record date are considered from the Company
to have the right to participate and vote in the General Meeting.
The General Meeting of shareholders is also held by teleconference. The teleconference takes place
online using a computer via a secure teleconferencing application and / or by telephone. In any case, the
method to be followed will be notified to the shareholders by the relevant invitation.
The invitation must include a reference to the stated manner of conducting the teleconference and the
Company must take sufficient measures to comply with the conditions set forth in article 125, par. 1 of
Law 4548/2018.
There is also provision of participating in the voting procedure by distance, by mail or by electronic means,
held before the time of the General Meeting. The items of the agenda and the ballot papers can be
available and their completion can be done electronically via internet or in printed form at the Company's
headquarters. Shareholders who vote by mail or electronic means are counted for the formation of the
quorum and the majority, provided that the relevant votes have been received by the Company no later
than twenty-four (24) hours before the start of the General Meeting.
From the date the invitation to convene the General Meeting is released and until the General Meeting
date, at least the following information is posted on the Company’s website:
• The invitation to convene the General Meeting.
• The total number of shares outstanding and voting rights during the date of the invitation, including
subtotals per category of shares, if the Company’s share capital is allocated into more than one share
category.
• The documents to be submitted to the General Meeting.
• The draft resolution on each issue on the daily agenda that is proposed or, if no decision is proposed
for approval, then a commentary by the Board of Directors on each issue of the agenda and possible
draft resolution proposed by shareholders, immediately following the receipt of such by the Company.
• The documents that must be used to exercise voting rights via a delegate or proxy, or by mail or with
electronic means, unless such documents are sent directly to each shareholder.
The method, location as well as payment date of dividends are announced by the Company through the
Press, as defined by Law 3556/2007 and the relevant decisions issued by the Hellenic Capital Market
Annual Financial Report of 31.12.2022
26
Commission. The right to receive dividend is cancelled in favor of the Greek State after five (5) years from
the end of the year during which the General Meeting approved its distribution.
b) Limits on transfer of Company shares
There are no limitations on the transfer of Company shares.
c) Significant direct or indirect holdings according to the definition of L. 3556/2007
The following table presents the Company’s shareholders with significant holdings of its share capital,
according to data from the annual General Meeting of 30.06.2022 and the most recently published data:
SHAREHOLDER
TOTAL NUMBER OF
SHARES 18,410,839
PERCENTAGE OF
SHARE CAPITAL
Athanasios Kalpinis
3,104,250
16.86%
Elvira Kalpini
2,070,500
11.25%
Panagiotis Simos - Kaldis
1,583,687
8.60%
Panagiotis Sarmas
1,184,000
6.43%
Nikolaos Sakellariou
905,000
4.92%
Christos Sakellariou
905,000
4.92%
Nikolaos Simos
900,000
4.89%
Dominiki Simou
900,000
4.89%
d) Shares providing special control rights
There are not such shares.
e) Limitations on voting rights
There are no limitations on voting rights.
f) Agreements among Company shareholders
The Company is not aware of any agreements among shareholders entailing limitations on the transfer
of shares or limitations on voting rights.
g) Rules for the appointment and replacement of members of the Board of Directors and the
amendment of the Memorandum of Association
There are no relevant rules that other than those stated by Law 4548/2018.
h) Responsibility of the Board of Directors or its members a) for the issue of new shares or b) the
acquisition of treasury shares
a) According to article 24, paragraph 1b of L. 4548/2018, the Board of Directors has the right, following a
relevant decision by the General Shareholder’s Meeting that is subject to the disclosure requirements of
L. 4548/2018, to increase the Company’s share capital with the issue of new shares, through a decision
by the Board of Directors that is made with a majority of at least 2/3 of its total members. In this case, the
Company’s share capital may be increased up to three times the share capital amount paid up on the
date when the Board of Directors was granted such power by the General Meeting. This power of the
Board of Directors has a 5-year effect and may be renewed. There is currently no such decision in effect.
According to article 113 of L. 4548/2018, by means of a decision by the General Meeting, a stock option
plan can be issued to members of the Board of Directors and to staff, with the form of stock options
according to the specific terms of such a decision. The General Meeting decision defines the maximum
Annual Financial Report of 31.12.2022
27
number of shares that may be issued, which according to law cannot exceed 1/10 of existing shares. Also,
the price and sale terms towards beneficiaries are set as well as the maximum number of shares that can
be acquired if beneficiaries exercise their rights.
The Board of Directors, by means of a relevant decision, defines any other relevant detail not provided
for by the General Meeting. There is currently no such decision in effect.
b) According to article 49 of L. 4548/2018, the Board of Directors may convene a General Meeting of
shareholders, with the objective to decide on the purchase of treasury shares. In case of any relevant
decision approved, the General Meeting will define the terms and conditions of the stock repurchases in
accordance with the legislation in effect.
i) Important agreements which are put into effect, amended or terminated in case of a change in
the Company’s control following a public offer
There are no such agreements.
j) Agreements with members of the Board of Directors or employees of the Company
There are no agreements made between the Company and members of its Board of Directors or its
employees, which define the payment of indemnity in the case of resignation or dismissal without
reasonable cause or termination of their period of office or employment due to a public offer.
CORPORATE GOVERNANCE
Introduction
The Board of Directors of the Company declares that the Company has adopted and fully complies with
the existing legal framework on corporate governance as in force in Greece and in particular with the
provisions of articles 1 to 24 of Law 4706/2020, Law 4548/2018, the provisions of article 44 of Law
4449/2017 (Audit Committee) as amended by article 74 of Law 4706/2020 and is valid, in combination
with the relevant decisions, circulars and guidelines of the Hellenic Capital Market Commission.
In this context, the Company, with the decision of the Board of Directors of July 16, 2021, approved the
Operating Regulation which was drafted in accordance with the provisions of article 14 of Law 4706/2020.
The Company's Operating Regulation includes, among other things, the organizational structure of the
Company, the objectives of the Company's units and committees, the characteristics of the Company's
Internal Control System (ICS) as well as the procedures and policies adopted and implemented by the
Company. A summary of the Company's Operating Regulation has been published on the Company's
website www.elastron.gr , in accordance with article 14, par. 2, section b’ of Law 4706/2020.
In addition, the Company with the decision of its Board of Directors of July 16, 2021, has adopted and
implements the new Greek Code of Corporate Governance, issued in June 2021 (GCCG), which has
been prepared by the Hellenic Corporate Governance Council (ESED) which is a recognized body
according to article 17 of Law 4706/2020 and no. 916/7.6.2021 decision of the Board of Directors of the
Hellenic Capital Market Commission (hereinafter referred to as the "Code").
The Code is posted on the website of Hellenic Corporate Governance Council (ESED)
https://www.esed.org.gr/web/guest/code-listed, as well as on the website of the Company
www.elastron.gr .
The deviations of the Company in relation to the special practices provided in the Code, are listed in the
table below:
Annual Financial Report of 31.12.2022
28
Deviations from the Greek Code of Corporate Governance
Provision in the Greek
Code of Corporate
Governance
Explanation / Justification of deviation from the special practices of the
Greek Code of Corporate Governance
Special Practice 2.2.21 and
2.2.22
✓ The Board of Directors has not appointed one of its independent non-
executive members as an independent non-executive Vice-Chairman, as this
special practice presupposes that the Chairman of the Board is a non-
executive member.
✓ The Board of Directors, pursuant to the provision of article 8, par. 2 of Law
4706/2020 has appointed as its Chairman one of the executive members of
the Board of Directors and according to this provision the appointment of a
Vice Chairman from the non-executive members is required. In this context,
the Board of Directors has appointed a Vice-Chairman from among the non-
executive members of the Board of Directors.
✓ The Chairman, in cases of absence or any other hindrance, is being replaced
in full extent in terms of responsibilities, in accordance with the law and the
Articles of Association, by the Vice-Chairman and when the latter is absent or
disabled to participate for any reason, by the director appointed by decision of
the Board of Directors. Regarding the specific exercise of the Chairman’s
executive duties, the Chairman when hindered, due to the capacity of Vice
Chairman being a Non-Executive Member, is being replaced by the CEO of
the Company.
✓ With the above option, the Company considers that the efficient and effective
operation of the Board of Directors has been ensured. After the end of the term
of the current Board of Directors, the Company will review whether it is
appropriate and under what conditions it is possible to comply with the above
Special Practice.
Special Practice 2.2.15
✓ Apart from the members of the Board of Directors for the selection of whom
the Company applies the criteria provided in the Suitability Policy of the
Members of the Board of Directors, there are no defined diversity criteria with
specific representation objectives by gender and specific timetables for
achieving such objectives, when it comes to the selection of senior executives
of the Company.
✓ The Company has set as a long-term goal to increase the participation of
women in the managerial positions within the Company. However, the
Company already maintains long-term and beneficial cooperation with the
existing executives, a fact that has been further solidified by its successful
course for many years. The appointment of Senior Managers is based on
meritocracy, and candidates are evaluated based on objective criteria in order
to safeguard the Company’s assets, plan the appropriate development
strategy and increase the value of the Company.
✓ Therefore, the Company estimates that additional time will be required to
enable the establishment and implementation of diversity criteria for senior and
high ranking management, taking into account the nature of the Company's
activity. However, it is estimated that there is no risk of such a deviation for as
long as it exists.
Evaluation of Internal Control System
The provisions of section 1 of paragraph 3 and paragraph 4 of article 14 of Law 4706/2020 and the
decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, as
applicable, define the procedure for carrying out periodic evaluation of the Company's Internal Control
System by an Independent Evaluator, as well as the drafting of an Internal Control System Evaluation
Report.
The above evaluation was carried out in accordance with the relevant policy/procedure for the periodic
evaluation of the Company's Internal Control System, and specifically by the Audit Company under the
name "SOL S.A." (SOEL Reg. No. 125) registered in the relevant Public Registry of Article 14 of Law
4449 / 2017.
The scope of work, as decided and approved by the Board of Directors of the Company, includes all the
objects of the evaluation, according to chapter ii.b of the decision 1/891/30.09.2020 of the Board of
Directors of the Hellenic Capital Market Commission. More specifically, the scope of work, in terms of the
objectives of the assessment, includes the Control Environment, Risk Management, the overview of
Annual Financial Report of 31.12.2022
29
control mechanisms and Control Activities, the Information and Communication System and the
Monitoring of the Internal Control System (ICS).
The evaluation of the Internal Control System (ICS) was carried out by Mr. Vassilis Koutsoulentis, Certified
Auditor-Accountant (SOEL Reg. No. 39261), Member of the aforementioned Auditing Company, with a
reporting date as of 31 December 2022.
The Evaluation (Assessment) Report on the Adequacy and Effectiveness of the Internal Control System
(Summary) has been issued on 29 March 2023 in accordance with the International Standard on
Assurance Engagements 3000, "Assurance Engagements beyond the Audit or Review of Historical
Financial Information", which is a component of the Evaluation Report of the Company's Internal Control
System. The above evaluation, which was reviewed by the Company, does not include material findings
and therefore does not contain a deviating opinion by the Independent Evaluator.
Internal Control Unit
The Company has an Internal Control Unit, hereinafter "ICU", which constitutes an independent, objective
and consulting function, designed to add value and improve its business operations. This Unit supports
the Company in achieving its goals, offering at the same time a systematic approach to assessing and
improving the effectiveness of risk management, internal control systems and corporate governance.
The Internal Control Unit is governed by an operating regulation which was approved in accordance with
the meeting of the Company’s Board of Directors on July 16, 2021 and is posted on the Company's
website www.elastron.gr .
The Internal Control Unit of the Company constitutes an independent organizational unit within the
Company according to article 15 of Law 4706/2020.
Purpose
The purpose of the ICU is the monitoring and improvement of the Company's operations and policies
regarding its Internal Control System, the control of the consistent implementation of legislation, the
observance of the Company's Articles of Association along with all its policies and procedures.
Head of the Internal Control Unit
The head of ICU has been appointed by the Board of Directors of the Company, following a proposal of
the Audit Committee and meets the following criteria:
i. is an exclusive and full-time employee,
ii. is personally and functionally independent,
iii. is objective in the performance of his/her duties,
iv. possesses the appropriate knowledge and relevant professional experience,
v. reports administratively to the Chief Executive Officer and operationally to the Audit Committee,
vi. cannot be member of the Board of Directors or member with the right to vote in standing committees
of the Company, and
vii. cannot have close relations with anyone who holds one of the above capacities in the Company or
in a company of the Group.
The Company informs the Hellenic Capital Market Commission of any change of the head of the ICU,
submitting the minutes of the relevant meeting of the Board of Directors, within a period of twenty (20)
days from any particular alteration.
The head of ICU provides in writing any information requested by the Hellenic Capital Market Commission,
cooperates with the authorities and facilitates the latter in every possible way along their task of
monitoring, controlling and supervising the ICU.
The head of the ICU attends the general meetings of shareholders.
Annual Financial Report of 31.12.2022
30
For the exercise of the duties of the ICU, its head has access to any organizational unit of the Company
and becomes aware of any element required for the exercise of the respective tasks and duties.
The head of ICU submits to the Audit Committee an annual control plan and the requirements of the
necessary resources, as well as the repercussions deriving from limiting the resources or the audit work
of the ICU in general. The annual control plan is prepared based on the risk assessment of the Company,
after taking into account the opinion of the Audit Committee.
Responsibilities and obligations of the Internal Control Unit
The responsibilities and obligations of the ICU are presented below:
a. The implementation of the operating regulation and the Internal Control System, in particular with
respect to the adequacy and validity of the provided financial and non-financial information, risk
management, regulatory compliance and the corporate governance code adopted by the Company,
b. The implementation of quality assurance mechanisms,
c. The implementation of the corporate governance mechanism, and
d. Compliance with the commitments contained in newsletters and business plans of the Company
regarding the use of funds raised from the regulated market.
e. The ICU prepares reports to the audited units with findings, the risks arising and suggestions for
improvement, if any.
f. The Head of the Internal Control Unit attends the meetings of the Audit Committee, acts as secretary
and keeps the minutes of the meetings of the Audit Committee.
g. The Head of the Internal Control Unit attends the general meetings of the Company’s shareholders.
h. Provides an effective contribution in shaping and monitoring the implementation of the Suitability
Policy of the members of the Board of Directors (circular 60, section III, par. 4 of the Hellenic Capital
Market Commission).
i. Carries out an audit of the legality of the remuneration and all kinds of benefits granted to the
members of the Management regarding the decisions of the competent bodies of the Company (article
4, circular EU 5/204/14.11.2000).
j. Carries out an audit of the Shareholders Service and Corporate Announcements Department
(articles 5 & 6 of the circular 5/204/14.11.2000 of the Hellenic Capital Market Commission).
k. Audits the Company's transactions with affiliated companies as well as the Company's relations with
the companies in the capital of which the members of the Company's Board of Directors or its
Shareholders participate via a rate of at least 10% (articles 4 of the circular 5/204/14.11.2000 of the
Hellenic Capital Market Commission).
l. The reports of ICU after incorporating the relevant views of the audited entities, the agreed actions,
if any, or the acceptance of the risk of taking no action, the limitations on its scope of control, if any,
the final internal audit proposals and the results from the respective response of the audited units of
the Company to its proposals, are submitted quarterly to the audit committee.
m. It submits every three (3) months to the audit committee reports, which include its most important
findings and proposals and which in turn the Audit Committee presents and submits along with its
comments to the Board of Directors.
Information of article 10, par. 1, items c), d), f), h), i) of EU directive 2004/25/EC
c) The significant direct or indirect holdings of the Company are the following:
• NORTHERN GREECE METAL PRODUCTS S.A. (subsidiary). The Company participates by 100%.
• BALKAN IRON GROUP SRL (joint venture). The Company participates by 33.3%.
• KALPINIS – SIMOS BULGARIA EOOD (subsidiary). The Company participates by 100.00%
• PHOTODEVELOPMENT SA (subsidiary). The Company participates by 98.6%
• PHOTOENERGY SA (subsidiary). The Company participates by 97.5%
• ILIOSKOPIO SA (subsidiary). The Company participates by 97.5%
• PHOTOKYPSELI SA (subsidiary). The Company participates by 97.5%
• PHOTOISXIS MEPE (subsidiary). The Company participates by 100.00%
• ELASTRON LOGISTICS SINGLE PERSON IKE (subsidiary). The Company participates with
100.00%.
• THRACE GREENHOUSES SA (joint venture). The Company participates by 49.09%
Annual Financial Report of 31.12.2022
31
Moreover, according to article 4 par. 7 of L. 3556/2007 the direct or indirect participations in the
Company’s share capital (number of shares at 18,410.839 according to the decision of 24.06.2021 by the
Ordinary General Meeting of shareholders) are the following:
• Athanasios Kalpinis with 3,104,250 shares (16.9% - direct participation)
• Elvira Kalpini with 2,070,500 shares (11.2% - direct participation)
• Panagiotis Simos-Kaldis with 1,583,687 shares (8.6% - direct participation)
• Sarmas Panagiotis with 1,081,000 shares (5.9% - direct participation)
• Sakellariou Nikolaos with 905,000 shares (4.9% - direct participation)
• Sakellariou Christos with 905,000 shares (4.9% - direct participation)
• Nikolaos Simos with 900,000 shares (4.9% - direct participation)
• Dominiki Simou with 900,000 shares (4.9% - direct participation)
There are no significant indirect participations.
d) There are no securities and therefore owners that provide special control rights.
e) There are no limitations on voting rights or systems through which with the cooperation of the Company,
financial rights emanating from securities are distinguished from the ownership of the securities. The time-
frames for exercise of voting rights are mentioned in detail in the section “Shareholders’ rights and their
exercise”.
f) The rules for appointment and replacement of Board members are those mentioned in L. 4548/2018
and are described in detail in the following section.
g) There are no authorities of Board members regarding the ability to issue of buy back shares.
General Meeting of Shareholders
The General Meeting of shareholders is the highest-level body of the Company and is entitled to decide
on any affair related to the Company. Its legal decision also binds shareholders that are not present or
who disagree. The General Meeting is the only one responsible to also decide on issues of article 117 of
L. 4548/2018.
The General Meeting of shareholders of the Company is convened by the Board of Directors and meets
regularly at least once each financial year and always until the 10
th
day of the 9
th
month, at the latest, from
the end of each financial year and as an Extraordinary meeting whenever deemed necessary by
Company’s needs. The Meeting takes place at the Company’s domicile or at any other location within the
Attica periphery.
The General Meeting of shareholders is also held by teleconference. The teleconference takes place
online using a computer via a secure teleconferencing application and / or by telephone. In any case, the
method to be followed will be notified to the shareholders by the relevant invitation. The invitation must
include a reference to the stated manner of conducting the teleconference and the Company must take
sufficient measures to comply with the conditions set forth in article 125, par. 1 of Law 4548/2018.
The Chairman of the Board temporarily acts a Chairman of the General Meeting, or if he is unavailable
his deputy or an individual appointed by such. Whoever is appointed by the temporary Chairman serves
as secretary temporarily.
After the list of shareholders’ that have a voting right in the meeting is approved, then the General Meeting
proceeds with electing the formal Chairman and formal secretary of the meeting.
Shareholders with the right to participate in the General Meeting may be represented in such by a proxy.
The General Meeting, with the exception of the repeated General Meetings and equivalent to the latter
meetings, is convened at least twenty days prior to the general meeting date. The invitation includes at
least the location with the exact address, date and time of the meeting, the daily agenda issues clearly,
the shareholders that have the right to participate, as well as exact information on the manner in which
Annual Financial Report of 31.12.2022
32
shareholders will be able to participate in the meeting and exercise their rights. Also the invitation includes
information provided by article 121, paragraph 4, Law 4548/2018. Apart from the release of invitation in
GEMI, the full text of the invitation is published in the Company’s website and is released in a manner
that ensures the immediate and without any discretion access to it, via means which according to the
judgment of the Board of Directors are deemed as reliable for the dissemination of the above information
towards to the investor community, such as via printed or electronic means of a national or Pan-European
range.
The General Meeting is at quorum and meets in a valid manner on the daily agenda issues when
shareholders that represent at least 1/5 of the paid up share capital are present or being represented at
the meeting. If this quorum is not achieved during the first meeting, then a repeated meeting is convened
in twenty (20) days from the day of the cancelled meeting, with a release of the invitation at least ten (10)
full days prior to the new meeting. The repeated meeting is at quorum and meets validly on the issues of
the initial daily agenda regardless of the portion of the paid up share capital represented in such.
Furthermore a new invitation is not required if the initial invitation includes information about the place
and the time of the repeated meeting, under the condition that the time period between the cancelled
meeting and the repeated meeting is no shorter than five (5) days. The decisions of the General Meeting
are made with absolute majority of the votes represented in such.
Exceptionally, the General Meeting is at quorum and meets validly on the issues of the daily agenda if
shareholders representing one half (1/2) of the paid up share capital are present or represented, when
referring to decisions defined in article 130, paragraph 3, Law 4548/2018.
If the quorum of the previous paragraph is not achieved during the first meeting, then the first repeated
meeting is convened according to paragraph 2 of the previous article, while the repeated meeting is at
quorum and meets validly on the issues of the initial daily agenda when shareholders representing one
fifth (1/5) of the paid up share capital are present or represented. Furthermore a new invitation is not
required if the initial invitation includes information about the place and the time of the repeated meeting,
under the condition that the time period between the cancelled meeting and the repeated meeting is no
shorter than five (5) days.
Shareholders’ rights and their exercise
Any shareholder has the right to participate and vote at the Company’s General Meeting. The exercise of
such rights does not require the blockage of the beneficiary’s shares or any other process, which limits
the ability to sell and transfer shares during the period between the record date of beneficiaries and the
date of the General Meeting. The individual or entity which has the capacity of shareholder at the
beginning of the fifth (5
th
) day prior to the initial General Meeting date (record date) is entitled to participate
in the General Meeting. The above record date is valid even in the case of a previously postponed or
repetitive meeting provided that this previously postponed or repetitive meeting takes place no later than
thirty (30) days from the record date. If such a condition does not occur or if, for the case of the repetitive
general meeting, there is release of a new invitation according to the provisions of article 130, Law
4548/2018, then the individual or entity which has the capacity of shareholder at the beginning of the third
(3
rd
) day prior to the previously postponed or repetitive general meeting date (record date) is entitled to
participate in this general meeting. The proof of shareholders’ capacity may be presented via any legal
means and in any case through the information provided to the Company from the central securities
depository if the latter offers registry services, or through the registered intermediary parties participating
in the central securities depository in any other case. Against the Company, only the individual or entity
which has the capacity of shareholder at the particular record date is entitled to participate in the General
Meeting and vote on the daily agenda’s items.
The shareholder participates in the General Meeting and votes either in person or through a proxy. Proxies
that act on behalf of more than one shareholders may vote separately for each shareholder. Shareholders
may appoint a proxy either for one or for as many meetings that may take place within a defined time
period. Legal entities participate in the General Meeting through their representatives. The shareholder
proxy is obliged to disclose to the Company, prior to the beginning of the General Meeting, any specific
event that may be useful to shareholders in assessing the risk of the proxy serving other interests than
those of the represented shareholder. According to the definition of the present paragraph, there might
be conflict of interests specifically when the proxy:
Annual Financial Report of 31.12.2022
33
a) is a shareholder that exercises control on the Company or is another legal entity controlled by the
shareholder,
b) is a member of the Board of Directors or generally the management of the Company or of a shareholder
that exercises control on the Company, or another legal entity that is controlled by a shareholder who
exercises control on the Company,
c) is an employee or certified public accountant of the Company or shareholder that exercises control on
the Company, or another legal entity controlled by the shareholder who exercises control on the Company,
d) is a spouse or first degree relative with one of the persons mentioned above in cases (a) through (c).
The appointment and revocation or replacement of a proxy or the shareholder’s delegate is applied in
written or through electronic mail and disclosed to the Company at least forty eight (48) hours prior to the
date of the General Meeting.
Ten (10) days prior to the Ordinary General Meeting, the Company releases the annual financial
statements and reports by the Board of Directors and auditor on its website.
With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the
Board of Directors of the Company is obliged to convene an Extraordinary General Meeting of
shareholders, setting the date of such, which cannot be more than forty five (45) days from the day the
request was delivered to the Chairman of the Board of Directors. If a General Meeting is not convened by
the Board of Directors within twenty (20) days from the delivery of the relevant request, then the meeting
takes place by the requesting shareholders, at the expense of the Company, by means of a decision by
the court, which is issued during the injunction process. This decision states the place and time of the
meeting, as well as the daily agenda.
With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the
Board of Directors of the Company is obliged to list additional issues on the daily agenda of the General
Meeting that has already been set, if the relevant request is received by the Board at least fifteen (15)
days prior to the General Meeting. This request must be accompanied by a justification or by a draft
resolution to be approved by the General Meeting and the revised daily agenda is published thirteen (13)
days prior to the date of the General Meeting and at the same time provided to shareholders electronically
on the Company’s website, together with the justification or draft resolution submitted by the shareholders,
according to those stated in article 123 par. 4 of L. 4548/2018.
The Board of Directors provides shareholders, according to those stated by article 123, paragraph 3 of
Law 4548/2018, at least six (6) days prior to the date of the General Meeting, access to the draft
resolutions submitted by shareholders representing one twentieth (1/20) of the paid up share capital, on
issues that have been included in the initial or revised daily agenda, if the relevant request is received by
the Board of Directors at least seven (7) days prior to the date of the General Meeting.
The Board of Directors is not obliged to enlist the issues on the daily agenda or publish or disclose such
together with the justification and draft resolutions submitted by shareholders according to the above
paragraphs, if the content of such is apparently against the law or moral ethics.
With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the
Chairman of the General Meeting is obliged to postpone the decision making process only once, for all or
specific issues, by General Meeting, defining the day when the meeting will re-convene for decision
making that is stated on the shareholders’ request, which however cannot be more than twenty (20) days
from the day of the postponement. The General Meeting that follows the postponement is considered a
continuance of the previous and thus the disclosure requirements of the shareholders’ invitation are not
repeated and new shareholders cannot take part in the Meeting, according to the provisions of articles
124 paragraph 6 of L. 4548/2018.
Following a request of any shareholder that is submitted to the Company at least five (5) full days prior to
the General Meeting, the Board of Directors is obliged to provide to the General Meeting the specifically
required information on the Company’s affairs, to the extent that such are relevant to the daily agenda
issues. The Board of Directors may respond collectively to shareholders’ requests that include the same
content. There is no obligation to provide information when the relevant information is available on the
Company’s website, especially in the form of questions and answers. Also, with the request of
shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors is
obliged to announce to the Ordinary General Meeting the amounts paid during the past two-years for any
Annual Financial Report of 31.12.2022
34
cause by the Company to Board Members or Managers or other employees, as well as any other benefits
paid towards such individuals for any cause or for any contract of between the Company and such. In all
the above cases, The Board of Directors may decline the provision of such information for reasonable
cause, stating the relevant justification in the minutes. Such a reasonable cause may consist according
to the circumstances the representation of requesting shareholders in the Board of Directors, according
to articles 79 or 80 of L. 4548/2018.
Following a request by shareholders that represent one tenth (1/10) of the paid up share capital, which is
submitted to the Company within the time limit of the previous paragraph, the Board of Directors is obliged
to provide to the General Meeting information on the development of corporate affairs and the financial
position of the Company. The Board of Directors may decline the provision of such information for
reasonable cause, which is stated in the minutes. Such a reasonable cause may consist according to the
circumstances the representation of requesting shareholders in the Board of Directors, according to
articles 79 or 80 of L. 4548/2018, given that the respective Board members have received the relevant
information in an adequate manner.
Following a request by shareholders that represent one twentieth (1/20) of the paid of share capital, the
voting process concerning any issue of the daily agenda is conducted by open voting.
Company Shareholders, that represent at least one twentieth (1/20) of the paid up share capital, have the
right to request an audit of the Company by the Court. The audit is ordered if actions that violate the
provisions of law or the Articles of Association of the Company or decisions by the General Meeting, are
assumed. In any case, the audit request must be submitted within three (3) years from the approval of the
financial statements of the year when the alleged actions took place.
Company Shareholders, that represent one fifth (1/5) of the paid up share capital, have the right to request
audit of the Company by the relevant court, given that the overall developments of corporate affairs as
well as certain evidence indicate in a plausible manner that Management of corporate affairs is not
conducted as according to proper and prudent management. The Articles of Association may define the
reduction, but not more than half, of the percentage of the paid up share capital required to exercise the
right of the present paragraph.
Board of Directors
The Board of Directors consists of 3 to 15 members. The exact number of members is defined by the
General Meeting. The term of the members of Board of Directors is three-years (without excluding their
re-election) and is extended automatically until the end of the term, during which the immediately next
Ordinary General Meeting must convene and until the relevant decision is taken, which however cannot
exceed four years. Following its election, the Board of Directors convenes and is formed into a body by
electing the Chairman, one or two Vice- Chairmen and one or two Chief Executive Officers of the
Company.
The Chairman is substituted, when absent or unable, for all his responsibilities by the A’ Vice-Chairman
and the latter is substituted, when absent or unable, by a member that is appointed as such by a Board
of Directors decision. Regarding the exercise of his/her executive duties, the Chairman of the Board in
cases of absence or any hindrance, due to the capacity of Vice Chairman being a Non-Executive Member,
is replaced by the Chief Executive Officer (CEO) of the Company. Finally, the Chief Executive Officer,
when absent or hindered, is being replaced for the full extent of responsibilities by the General Manager
of the Company.
In case of resignation, death or in any other way loss of the capacity of Board member or members, the
remaining Board members may continue the management and representation of the Company without
replacing the members absent, with the condition that the number of the remaining members is at least
three (3) and is over half of total members, as such were numbered before the realization of the above
events.
The remaining members of the Board of Directors, given that such are at least three (3), may elect
members in replacement of those resigned, deceased or who lost their member capacity in any other
way. The above election is effective for the remaining period of the term of the member that is replaced,
while the decision of the election is submitted to the disclosure requirements and is announced by the
Board of Directors at the immediately forthcoming General Meeting, which can replace the elected
members, even if the issue has not been listed on the daily agenda. In any case, the remaining Board
Annual Financial Report of 31.12.2022
35
members, regardless of their number, may convene a General Meeting with the exclusive objective of
electing a new Board of Directors.
Duties of the Members of the Board of Directors
Chairman
The Chairman of the Board is a non-executive member. In case the Board of Directors, by way of
derogation, appoints one of the executive members of the Board of Directors as Chairman, then it
obligatorily appoints a vice-chairman from among the non-executive members.
The role of the Chairman lies in the organization and coordination of the entire work of the Board of
Directors. The Chairman presides over the Board of Directors and is responsible for the overall efficient
and effective operation and organization of its meetings. At the same time, it promotes a culture of open-
mindedness and constructive dialogue in the conduct of its work, facilitates and promotes the
establishment of good and constructive relations between the members of the Board of Directors and the
effective contribution of all non-executive members to the work of the Board of Directors, by ensuring the
provision of a timely, complete and correct information towards its members.
The Chairman ensures that the Board of Directors as a whole has a satisfactory understanding of the
views of the shareholders. The Chairman of the Board of Directors ensures the effective communication
with the shareholders with the objective of preserving the fair and equal treatment of their interests and
the development of a constructive dialogue with them, in order to better and fully understand their
positions.
The Chairman cooperates closely with the Chief Executive Officer and the Corporate Secretary for the
preparation of the Board of Directors and the provision of full information to its members.
Regarding the exercise of his/her executive duties, the Chairman of the Board in cases of absence or any
hindrance, due to the capacity of Vice Chairman being a Non-Executive Member, is replaced by the Chief
Executive Officer (CEO) of the Company.
Non-Executive Vice Chairman of the Board of Directors
The non-executive Vice Chairman of the Board of Directors is responsible, in addition to the statutory
responsibilities, for the coordination and effective communication of the executive and non-executive
members of the Board of Directors. In this context, it may convene a special meeting of the executive and
non-executive members every quarter, in order for all members to be informed about the work of the
Company and current affairs.
In addition, the non-executive Vice Chairman presides over the evaluation of the Chairman of the Board
of Directors, which is conducted by the members of the Board of Directors, as well as the meetings of the
non-executive members of the Board of Directors for the evaluation of its executive members. Finally, the
non-executive Vice Chairman is obliged to be available and to attend the General Meetings of the
Company's Shareholders, in order to inform and discuss the issues of Corporate Governance of the
Company, when and if they arise.
Chief Executive Officer (CEO)
The CEO draws up the corporate strategy, the corporate identity and the long-term investment plan of the
Company, monitors and controls the implementation of the strategic goals of the Company and the daily
management of its affairs and draws up the guidelines to the Company's executives who are reporting to
the CEO and also being supervised and guided by the latter. The CEO also supervises and ensures the
smooth, orderly and effective operation of the Company, in accordance with the strategic objectives,
business plans, policies adopted and the respective action plan, as determined by decisions of the Board
of Directors.
The Chief Executive Officer also supervises the communication strategy of the Company, represents the
Company in its communication and relations with the external investors and financial institutions at the
Annual Financial Report of 31.12.2022
36
highest level and is responsible for the Company's Directorates related to the strategic development as
well as the general regulatory and financial affairs of the Company.
The CEO, as an indication, draws up the annual business plan of the Company and the annual budget,
which are then submitted to the Board of Directors of the Company for approval. The CEO prepares, in
collaboration with the Executive Chairman and the Board of Directors, the organizational structure of the
Company, its strategic goals and objectives and supervises and ensures their full implementation. The
CEO guides the Company towards the achievement of the corporate goals and objectives, informs the
Board of Directors about all the essential issues that mainly relate to the strategic goals, the business
activity of the Company as well as its overall performance and promotion. Ensures the full compliance of
the Company's operations with the current legal and regulatory framework, evaluates the risks and
ensures that they are effectively controlled, supervised, addressed and ultimately streamlined and
minimized, strengthens, advises, inspires and guides the Company’s executives so they demonstrate
maximum efficiency, effectiveness and integrity in order to achieve the respective corporate goals. The
CEO represents the Company and actively and continuously supports the Executive Chairman, in order
for the latter to develop and achieve profitable business agreements, which will maximize the economic
value of the Company.
The CEO participates and reports to the Board of Directors of the Company and implements its strategic
choices and important decisions. The CEO is also responsible for the overall operation, development and
performance of the Company.
General Manager
The Board of Directors may appoint a General Manager, either from the Members of the Board or outside
the Board, who may attend the meetings of the Board without the right to vote, following permission of the
Board of Directors.
The General Manager is considered to be a permanent representative of the Board of Directors and
performs every service of the Company, ensures the execution of agreements and contracts approved by
the Board, ensures the execution of any other decisions of the Board, and also makes every regular
collection and payment. In order for the General Manager to have the power to represent the Company,
when he/she is not an executive member of the Board of Directors, this should be explicitly defined during
the formation of the Board of Directors into a body and during the allocation of the relevant responsibilities.
Moreover, the General Manager carries out any necessary management act in accordance with the
respective decisions of the Board, makes upon approval of the Board of Directors the required each time
appointments and dismissals of personnel, except for the persons who are administrators of the
Company, who are appointed and dismissed by the Board. The General Manager exercises all types of
control and makes proposals to the Board regarding all affairs of the Company.
Meetings of the Board of Directors
The Board of Directors meets at the Company's headquarters whenever the needs of the Company
require so, at the invitation of its Chairman. The meeting can be held by teleconference with some or all
of its members, subject to the applicable legal conditions.
During the year 2022, the Board of Directors of the Company met 35 times. The frequency of members'
participation in the meetings of the Board of Directors is presented in the following table:
Annual Financial Report of 31.12.2022
37
From 01/01/2022 to 31/12/2022
No.
Full name of
Member of the Board
Capacity of
Member of the Board
Participation in the
meetings of the Board of
Directors
1
Panagiotis Simos - Kaldis
Chairman - Executive Member
35/35
2
Athanasios Kalpinis
Chief Executive Officer -
Executive Member
35/35
3
Elvira Kalpini
Vice Chairman - Non-
Executive Member
35/35
4
Irene Simou - Kaldi
Non-Executive Member
35/35
5
Andreas Kalpinis
Executive Member
35/35
6
Anastasios Binioris
Executive Member
35/35
7
Vasileios Manesis
Executive Member
35/35
8
Konstantinos Gianniris
Non-Executive Member
35/35
9
Georgios Kouvaris
Independent Non-Executive
Member until 30.06.2022
15/15
10
Smaragdi Athanasakou
Independent Non-Executive
Member
35/35
11
Nikolaos Georgiadis
Independent Non-Executive
Member
35/35
12
Georgios Kolovos
Independent Non-Executive
Member
35/35
13
Zisimos Daniel Mantas
Independent Non-Executive
Member from 30.06.2022
20/20
Note: The denominator of the fraction in the above tables, refers to the total number of meetings of the Board of
Directors held within the year 2022.
The Board of Directors is at quorum and convenes validly, when half plus one member are present or
represented at the meeting, however the total number of members present cannot be less than three (3).
To establish quorum possible fractions are omitted.
A member that is absent may be represented by another member. Each member can represent only one
member absent.
The decisions by the Board of Directors are made validly with absolute majority of the present and
represented members, excluding the case of article 5 par. 2 of the Company’s Articles of Association, but
also the cases when stated otherwise by law.
The signatures of Board members or their representatives may be replaced by the exchange of messages
by e-mail or other electronic means.
The members of the Company’s Board of Directors that participate in any way in the management of the
Company, as well as its managers, are not permitted to act without the permission of the General Meeting
on their own behalf or on behalf of third parties, on actions that are subject to one of the objectives aimed
by the Company and to participate as general partners or single partners or shareholders in companies
that aim at such objectives. Exceptionally, the Company’s Board members that participate in any way in
the management of the Company, as well as its managers are permitted to participate in the board of
directors and management of companies that are related to the Company, according to the provisions of
law. In case of violation of the above limitation, the provisions of par. 2 and 3 of article 98 of L. 4548/2018,
as currently in effect, apply.
Information about the Members of the Board of Directors
According to the decision of the Ordinary General Meeting of shareholders on 30.06.2022, a new ten-
member Board of Directors was elected.
Annual Financial Report of 31.12.2022
38
No.
Full name of
Member of the Board
Capacity of
Member of the Board
Start of term
End of term
1
Panagiotis Simos - Kaldis
Chairman - Executive Member of
the Board of Directors
30/6/2022
30/6/2025
2
Athanasios Kalpinis
Chief Executive Officer -
Executive Member of the Board of
Directors
30/6/2022
30/6/2025
3
Elvira Kalpini
Vice Chairman - Non-Executive
Member of the Board of Directors
30/6/2022
30/6/2025
4
Irene Simou - Kaldi
Non-Executive Member of the
Board of Directors
30/6/2022
30/6/2025
5
Andreas Kalpinis
Executive Member of the Board of
Directors
30/6/2022
30/6/2025
6
Anastasios Mpinioris
Executive Member of the Board of
Directors
30/6/2022
30/6/2025
7
Vasileios Manesis
Executive Member of the Board of
Directors
30/6/2022
30/6/2025
8
Konstantinos Gianniris
Non-Executive Member of the
Board of Directors
30/6/2022
30/6/2025
9
Zisimos Daniel Mantas
Independent Non-Executive
Member of the Board of Directors
30/6/2022
30/6/2025
10
Smaragdi Athanasakou
Independent Non-Executive
Member of the Board of Directors
30/6/2022
30/6/2025
11
Nikolaos Georgiadis
Independent Non-Executive
Member of the Board of Directors
30/6/2022
30/6/2025
12
Georgios Kolovos
Independent Non-Executive
Member of the Board of Directors
30/6/2022
30/6/2025
The term of the Board of Directors commenced on 30.06.2022, is a three-year one, whereas it is
automatically extended until the end of the deadline, during which the next Ordinary General Meeting
must convene. The above deadline cannot however exceed the period of four years.
CVs of the Members of the Board of Directors
Andreas Kalpinis
Executive member of the Board of Directors and one of the two founders of the Company. He possesses
many years of experience and knowledge of the international and domestic steel market.
Athanasios Kalpinis
Executive Member of the Board of Directors. A graduate of the Economic Department of University of
Piraeus. He has served as plant manager and head of the supervision and coordination of the production
process, while from 2000 he holds the position of Chief Executive Officer.
Panagiotis Simos-Kaldis
He has served as commercial director of the Group, responsible for the planning and implementation of
the commercial policy. From 2000 he is Chairman and Executive Member of the Board of Directors.
Elvira Kalpini
Annual Financial Report of 31.12.2022
39
She is head of the company’s Public Relations and Administrative Services, whereas she also serves as
Vice-Chairman of the Board of Directors – non-executive member of the Board.
Vasileios Manesis
Executive Member of the Board of Directors of the Company, Chief Financial Officer and Head of Investor
Relations. Graduate in Economics (BSc) from the University of Piraeus and holder of the postgraduate
degree MSc in International Business and Finance from the University of Reading, England. He has been
working for the Company since 2001 where he has served as Accounting Manager, Financial Controller
and Investor Relations Manager. Since the year 2012 he holds the position of Chief Financial Officer of
the Group. He is also an Executive Member of the Board of Directors of THRACE GREENHOUSES SA,
while he was also an Executive Member of the Board of Directors of TATA ELASTRON SA.
Anastasios Mpinioris
He holds the position of General Manager of the Company. An executive with many years of experience
and knowledge of the steel product market. He is a graduate of the University of Piraeus with a Master
degree in Business Administration. He has served as head of Sales and Marketing Divisions and as an
advisor on Commercial and Administration organization issues for various companies.
Irini Simou-Kaldi
She is graduate of the Department of Business Administration of TEI (Technological Education Institute)
of Piraeus and graduate of the Department of Business Administration of Piraeus University of Economics.
Mrs. Simou-Kaldi is also the Managing Director of the company Steel Center SA.
Konstantinos Gianniris
Non-executive member of the Board of Directors, member of the Audit Committee and of the
Remuneration and Nomination Committee of the Company. Mr. Konstantinos Gianniris has studied
Economics and Business Administration at the University of Piraeus, is a graduate of the Law School of
the University of Athens and has extensive professional training. He has been the General Manager of
the IASO Group, CEO of the Euroclinic Athens Group, General Manager of SOULIS SA, Member of the
Executing Committee, General Manager or Senior Executive (Marketing / Sales Manager, Logistics, IT
Manager, Organization and Internal Audit Manager) in large companies. He has also been a member of
the Board of Directors (and in most cases Chairman of the Audit Committee) of the following companies:
Thrace Plastics Holding Company SA, Eurodrip SA, Logicdis SA, Dodoni Ice Cream SA, Euroclinic Athens
SA, Euroclinic Children SA, and European Technical SA. He has founded the business consulting
company “P.M.S. Consultants” (specializing in Business Administration, Internal Control, Corporate
Governance and Business Administration). He has founded the Hellenic Institute of Internal Auditors (for
a number of years he held the position of President) and has represented the institute at various
International Conferences. He has founded the Association of Clinics of Greece (SEK), in which large
Clubs of Private Clinics participate, and in which he served for a number of years as President. Mr.
Gianniris has prepared dissertations on applied aspects of Business Administration, which have been
adopted in a number of businesses and companies, such as: Internal Regulation of Management,
Organization, Operation and Internal Control System, Manual of Organization and Operation of Internal
Control Unit, Budget & Audit Systems, Cost Systems etc.
Zesimos Daniel Mantas
Independent non-executive member of the Company's Board of Directors. He is a graduate of the
Department of Mechanical Engineering of the Technical University of Athens and holds an MBA from the
joint program of the National and Kapodistrian University of Athens and the Athens University of
Economics. He speaks the English language fluently and the German language at a good level. He is
member of the Technical Chamber of Greece, member of the Greek Association of Mechanical and
Electrical Engineers and member of the Board of Directors of the Hellenic Wind Energy Association. He
is currently employed as Head of Project Development & Licensing at Motor Oil Renewable Energy. He
has also been employed as a Mechanical Engineer at the company BIOSAR ENERGY S.A., as Sales
Manager at the company ENERCON GmbH and as Chief Business Development Officer at the company
EUNICE Energy Group. He has been a speaker at the Energy Storage Forum and a keynote speaker
about the field of renewable energy sources at the Hellenic Business Association in 2019. He has
Annual Financial Report of 31.12.2022
40
published articles in the official journal of Mechanical and Electrical Engineers and he has received the
"Renewable Energy" award at the Hellenic Energy Forum.
Georgios Kolovos
Independent Non-Executive Member of the Board of Directors and member of the Audit Committee of the
Company. He is a graduate of the Department of Business Administration of TEI of Piraeus and holds an
MSc in Industrial & Economic Relations from the University of London, London School of Economics. He
also holds a Postgraduate Diploma in Marketing from the Chartered Institute of Marketing U.K.. Mr.
Kolovos works as Head of Microfinance at the Hellenic Development Bank and has significant experience
in the Banking sector in which he has been working since 1993. More specifically, he has worked as
member of the corporate finance departments at Eurobank Ergasias S.A., Alpha Bank S.A. and Geniki
Bank S.A.. He has also worked as Marketing Manager at the Bank of Cyprus, as well as in the sales
department of Coca Cola S.A. and Elin S.A.. Finally, through his many years of employment in the field
of corporate banking and finance, he has acquired sufficient knowledge of the wider industry in which the
Company operates.
Nikolaos Georgiadis
Independent Non-Executive Member of the Board and Chairman of the Remuneration and Nomination
Committee of the Company. He studied economics at the Athens University of Economics and Business
(formerly ASOEE). He completed his postgraduate studies first in the USA, where he received the
Certificate of Special Studies (CSS) in Administration & Management -graduate level- from the Extension
School of Harvard University and immediately afterwards in Great Britain where he was awarded a Master
of Science in International Securities, Investment & Banking from the ICMA (International Capital Market
Association) Center, Henley Business School, University of Reading. He holds a PhD from the
Department of Finance & Accounting of the University of Macedonia, with a thesis entitled "Corporate
Valuation Approaches’ Weighting Methodology". He has significant work experience in the financial
sector, is a certified financial analyst by the Hellenic Capital Market Commission and is involved in
providing advisory services and conducting fundamental analysis and valuations of companies for the
account of institutional investors and asset managers internationally, as well as in providing advisory
services for acquisitions, mergers, IPOs and other corporate transactions.
Smaragdi Athanasakou
Independent Non-Executive Member of the Board of Directors. He was born in 1980 in Athens, Greece.
He graduated from the Law School of the National and Kapodistrian University of Athens and has been
member of the Athens Bar Association since 2007. From 2007 until today she is a senior associate of
DRYLLERAKIS & ASSOCIATES Law Firm. She has many years of specialization in the Capital Market
Law and Corporate Law as well as extensive experience in matters of corporate governance, privileged
information, acquisition/disposal of significant holdings, public offerings, etc. She has been a member of
the Board of Directors of the Hellenic Financial Law Association.
Regarding the CVs of the senior Executives of the Company, these are the following:
Nektarios Myzithras: Raw Materials Purchasing Manager. Executive with experience in import, export,
international trade and in the International Steel Market. He has been working for the Company since
2003.
Antonis Kapnias: Commercial Manager of the Company. An executive with many years of experience
in the field of sales who has been working for the Company since 1983.
Vassilios Manesis: Executive Member of the Board of Directors of the Company, Chief Executive Officer
and Head of Shareholder Services and Investor Relations. Graduate of Economics from the University of
Piraeus and holder of an MSc in International Business and Finance from the University of Reading,
England. He has been working for the Company since 2001 and since 2012 he holds the position of Chief
Executive Officer.
Anastasios Mpinioris: Holds the position of General Manager of the Company. Executive with many
years of experience and knowledge of the steel products market. He is a graduate of the University of
Piraeus with a master's degree in Business Administration. He has served as Head of Sales and
Annual Financial Report of 31.12.2022
41
Marketing Divisions and as an advisor in matters of Commercial and Administrative organization in various
companies.
Stefanos Aaron: Personnel Manager. Graduate in Business Administration (Athens University of
Economics and Business) with postgraduate studies in Business Administration (Hellenic Society of
Business Administration - EEDE) and Auditing (Body of Certified Auditors). Executive with previous
employment and experience in the auditing company Ernst & Young. He has been working for the
Company since 2004.
Grigorios Rizos: Director of Credit Control and head of the Risk Management Unit. He graduated from
the Department of Economics of the National and Kapodistrian University of Athens, Greece. He has
worked for a number of years as a practicing Chartered Accountant at Deloitte and PWC. He has been
working at the Company since 2021.
Ilias Venetis: Head of the Internal Control Unit. He is a graduate of the Department of Economics of the
National and Kapodistrian University of Athens (EKPA) and holds a Master's Degree in Applied
Economics and Finance with a focus on Applied Accounting and Auditing from the EKPA and the Institute
of Certified Public Accountants of Greece. He has also successfully completed the professional exams of
the Institute for the Training of Certified Public Accountants (IESOEL) and holds the title of Chartered
Auditor Accountant (on suspension). He has significant professional experience having worked as a
Certified Public Accountant at Deloitte and as a Financial Controller at the shipping company Eletson
Corporation. He has been working at the Company since 2018 holding his current position.
The following table includes the external professional commitments of the members of Board of Directors:
Number of shares held by members of the Board of Directors and Key Executives
The number of Company’s shares held by the members of the Board of Directors is shown in the table below:
Full Name
Participation in
Companies apart from
the Parent
Participation
ELASTRON SA –
STEEL SERVICE
CENTERS
Position in the Company
Panagiotis Simos -
Kaldis
KALPINIS SIMOS
BULGARIA EOOD
100.00%
Manager
Athanasios Kalpinis
KALPINIS SIMOS
BULGARIA EOOD
100.00%
Manager
Konstantinos Gianniris
THRACE PLASTICS SA
-
Member of Audit Committee
Eirini Simou - Kaldi
STEEL SERVICE CENTER
SA
-
Chairman and CEO
Anastasios Mpinioris
BALKAN IRON GROUP
SRL
33.3%
Manager
METAL-PRO SA
100.00%
Chairman and CEO
Vasileios Manesis
PHOTOKYPSELI SA
97.5%
Chairman of BoD
PHOTODEVELOPMENT
SA
98.6%
BoD Member
PHOTOENERGY SA
97.5%
BoD Member
METAL-PRO SA
100.00%
BoD Member
ELASTRON LOGISTICS
SINGLE PERSON IKE
100.00%
Manager
THRACE GREENHOUSES
SA
49.09%
BoD Member
Nikolaos Georgiadis
THISVI S.A.
-
BoD Member
VRS INTERNATIONAL
S.A.
-
CEO
Zisimos Daniel Mantas
HELLENIC WIND
ENERGY ASSOCIATION
(ELETAEN)
-
BoD Member
Annual Financial Report of 31.12.2022
42
Members of the Board of Directors
S/N
Full Name
Capacity
Number of Shares
of the Company
on 31/12/2022
1
Panagiotis Simos -
Kaldis
Chairman - Executive Member of the
Board of Directors
1,583,687
2
Athanasios Kalpinis
Chief Executive Officer - Executive
Member of the Board of Directors
3,104,250
3
Elvira Kalpini
Vice Chairman - Non-Executive Member
of the Board of Directors
2,070,500
4
Eirini Simou - Kaldi
Non-Executive Member of the Board of
Directors
474,405
5
Andreas Kalpinis
Executive Member of the Board of
Directors
338,855
6
Anastasios Mpinioris
Executive Member of the Board of
Directors
-
7
Vasileios Manesis
Executive Member of the Board of
Directors
-
8
Konstantinos Gianniris
Non-Executive Member of the Board of
Directors
5,000
9
Zisimos Daniel Mantas
Independent Non-Executive Member of
the Board of Directors
-
10
Smaragdi Athanasakou
Independent Non-Executive Member of
the Board of Directors
-
11
Nikolaos Georgiadis
Independent Non-Executive Member of
the Board of Directors
-
12
Georgios Kolovos
Independent Non-Executive Member of
the Board of Directors
-
The number of shares of the Company held by its Key Executives is shown in the table below:
Key Executives
S/N
Full Name
Capacity
Number of Shares
of the Company
on 31/12/2022
1
Stefanos Aaron
Director of Personnel
-
2
Grigorios Rizos
Director of Credit Control
-
3
Vasileios Manesis
Chief Financial Officer
-
4
Anastasios Binioris
General Manager
-
5
Nektarios Myzithras
Director of Raw Material Purchases
-
6
Antonios Kapnias
Commercial Manager
78,004
7
Grigorios Bouzakis
Technical Manager
-
8
Ilias Venetis
Head of the Internal Control Unit
-
9
Georgios Valettas
Chairman of the Audit Committee (third
independent party, not related to the
Company)
-
Annual Financial Report of 31.12.2022
43
Corporate Secretary
The Board of Directors is supported by a competent, specialized and experienced Corporate Secretary
to comply with internal procedures and policies, relevant laws and regulations and to operate efficiently
and effectively. The Corporate Secretary is responsible, in consultation with the Chairman, for ensuring
immediate, clear and complete information of the Board of Directors, the inclusion of new members, the
organization of General Meetings of Shareholders, the facilitation of shareholders' communication with
the Board of Directors and the facilitation of communication of the Board of Directors with senior
executives.
According to the decision of the Board of Directors dated 01.07.2022, Mr. Vasileios Manesis has been
appointed as the Corporate Secretary of the Company. Mr. Manesis’ CV is mentioned above.
Diversity and Gender Representation of the Board of Directors
The Company has established a gender representation of at least 25% of all members of the Board of
Directors. In case of a decimal then this percentage is rounded to the previous whole. The Company
ensures equal treatment and equal opportunities between the genders. This aspect extends beyond the
selection of members for the Board of Directors and to the provision of training to the members of the
Board of Directors.
The Company encourages diversity in the composition of its Board of Directors, so there is in place an
appropriate level of differentiation and a diverse group of members to ensure the utilization of a variety of
views and experiences with the ultimate goal of making the right decisions. The selection of the members
of the Board of Directors will not be excluded due to discrimination based on gender, race, color, ethnic
or social origin, religion or belief, wealth, birth, disability, age or sexual orientation.
The gender representation of the Board of Directors is presented in the following chart:
The Company has set as a long-term goal to increase the participation of women in the managerial
positions within the Company. However, the Company already maintains long-term and beneficial
cooperation with the existing executives, a fact that has been further solidified by its successful course
for many years. The appointment of Senior Managers is based on meritocracy, and candidates are
evaluated based on objective criteria in order to safeguard the Company’s assets, plan the appropriate
development strategy and increase the value of the Company.
Evaluation of Members of the Board of Directors
The Company monitors on an ongoing basis the suitability of the members of the Board of Directors, in
particular to identify, in the light of any relevant new event, cases in which it is deemed necessary to re-
evaluate their suitability.
Male 75%
Female
25%
Representation of the Board of
Directors by Gender
Annual Financial Report of 31.12.2022
44
The Board of Directors ensures that the appropriate succession plan is in place for the Company, in order
to facilitate the smooth continuation of the management of the Company's affairs and decision-making
process after the departure of its members, especially executive and members of committees.
The Board of Directors annually evaluates its effectiveness, the fulfilment of its duties, as well as the
operation of its committees.
The Board of Directors collectively, and also the Chairman, the Chief Executive Officer and the other
members of the Board of Directors are being evaluated annually for the effective fulfilment of their duties.
At least every three years this evaluation is facilitated by an external consultant.
The evaluation process is chaired by the Chairman in collaboration with the Remuneration and
Nomination Committee. The Board of Directors also evaluates the performance of its Chairman, a process
chaired by the Remuneration and Nomination Committee. The chairmen of the committees of the Board
of Directors are responsible for organizing the evaluation of their committees.
During the collective evaluation, the composition, the diversity and the effective cooperation of the
members of the Board of Directors for the fulfilment of their duties are taken into consideration.
During the individual evaluation, the status of the member (executive, non-executive, independent), the
participation in the relevant committees, the assumption of special responsibilities / performance of
projects, the time dedicated to the above duties, the behavior as well as the utilization of knowledge and
experience are also taken into account.
The results of the evaluation of the Board of Directors are communicated and discussed to the Board of
Directors and are taken into consideration along the process for the composition, the plan for the inclusion
of new members, the development of action programs and other related issues of the Board of Directors.
Following the evaluation, the Board of Directors takes measures to address the identified weaknesses.
The evaluation process is carried out in the form of questionnaires and interviews.
The evaluation process of the members of the Board of Directors for the year 2022 is in progress and will
be completed within the first half of the year 2023.
Suitability Policy of the Members of the Board of Directors
The Ordinary General Meeting of 24/6/2021 approved the Suitability Policy of the members of the Board
of Directors of the Company, which was prepared in accordance with the provisions of article 3 of Law
4706/2020, taking into account no. 60/18.09.2020 circular of the Hellenic Capital Market Commission,
was approved by the decision of the Board of Directors dated 28.05.2021, according to article 3, par. 1 of
Law 4706/2020 and is available on the Company's website: www.elastron.gr .
Each of the members of the Board of Directors meets the eligibility and suitability criteria provided in the
Suitability Policy of the Company's Board of Directors. Specifically, the members:
(a) possess the respective guarantees in terms of ethics, reputation, knowledge, experience, judgment
independence and skills required to perform the tasks assigned to them. In addition, it is noted that there
is an adequate representation by gender of at least twenty-five percent (25%) of all members of the Board
of Directors,
b) there are no obstacles or incompatibilities in the persons of the members of the Board of Directors, as
defined by the provisions of Law 4706/2020, the applicable Corporate Governance Code and the Rules
of Operation of the Company,
c) the composition of the new Board of Directors of the Company fully meets the requirements of Law
4706/2020, regarding the number of independent non-executive members of the Board of Directors, and
d) each of the independent members of the Board of Directors meets the conditions of independence of
the article 9 of Law 4706/2020.
Fulfilment of independence criteria of article 9 of Law 4706/2020.
Annual Financial Report of 31.12.2022
45
Before the appointment, but also at least once a year, the Company carries out an assessment of
compliance with the independence criteria of the independent members of the Board of Directors and the
Audit Committee. The process of verifying the fulfilment of the independence criteria of the independent
members is carried out by the Remuneration and Nomination Committee and then by the Board of
Directors. Therefore in the above context, the fulfilment of the criteria has been confirmed by the following
actions:
a) A responsible declaration was received from the candidate members that they are independent in
relation to the Company based on the provisions of article 9 of Law 4706/2020.
b) An audit was carried out on the Company's share register and it was found that they do not own any
shares of the Company.
c) An audit was carried out in the Company's accounting books and contracts and it was found that none
of the prospective members is a significant customer or supplier of the Company.
d) Due to the long-term knowledge of corporate affairs, the members of the Remuneration and Nomination
Committee and the members of the Board of Directors have confirmed that for the existing members,
cases ca, cb, cc, cd, ce, cf and cg of paragraph 2, article 9 of Law 4706/2020 are not applicable.
Audit Committee
The Company’s Audit Committee, hereafter the “Committee”, operates within the regulatory framework
set by Law 3016/2002, Law 4706/2020 and Law 4449/2017, as amended, as well as the relevant circulars
of the Hellenic Capital Market Commission with protocol numbers 1302 / 28.04 .2017 and 1508 /
17.07.2020.
The Committee is established by a decision of the General Meeting of Shareholders or is appointed by
the Board of Directors, when it is a committee of the Board and has as its main objective the support and
assistance of the Board of Directors to fulfill its mission regarding the Financial Information process,
Internal Audit Systems and Risk Management, the Internal Control Unit and the External Control
Supervision.
The Committee consists of at least three (3) members and may comprise the following:
• a committee of the Board of Directors of the Company, which consists of non-executive members,
or
• an independent committee, consisting of non-executive members of the Board of Directors and
third parties, or
• an independent committee, which consists only of third parties.
The type of Audit Committee, the term of office, the number and the capacities of its members are decided
and approved by the General Meeting of Shareholders. Third party means any person who is not a
member of the Board of Directors, while a capacity means the one that they have either as members of
the Board of Directors, i.e. non-executive member or independent non-executive member, or the one that
they have as a third party.
Regarding the election of the members of the Audit Committee, in case it is decided by the General
Meeting of Shareholders that the Audit Committee is to become a committee of the Board of Directors,
then the members of the Audit Committee are appointed by the Board. In the event that it is decided by
the General Meeting of Shareholders that the Audit Committee is to become an independent joint
committee, consisting of at least one member of the Board of Directors and third parties, the same General
Meeting, as the Company’s supreme body, either appoints all members of the Audit Committee or
appoints as members of the Audit Committee only third parties and authorizes the Board of Directors to
elect the other members from among its members, who meet the requirements of the law. In case it is
decided by the General Meeting of Shareholders that the Audit Committee is to become an independent
joint committee and the General Meeting appoints all the members of the Audit Committee, then the Board
of Directors undertakes to assign the status of non-executive member to the specific person or persons
previously appointed by the General Meeting.
In any case, the majority of the members of the Audit Committee consist of members who meet the
conditions of independence determined by the provisions of article 9, paragraph 1 & 2 of Law 4706/2020.
Annual Financial Report of 31.12.2022
46
The members of the Audit Committee have sufficient knowledge in the field in which the Company
operates, while at least one independent member who has sufficient knowledge and experience in
auditing and accounting is required to attend the meetings of the Audit Committee, which approve the
financial statements.
The General Meeting of Shareholders of the Company decides the term of office of the Audit Committee.
The General Meeting may determine the term of office of the Audit Committee with the possibility of
extension until the next Ordinary General Meeting at the latest, and in any case within the same calendar
year of the end of its term.
In the event that the Board of Directors decides to replace a member of the Board of Directors, who is
also a member of the Audit Committee, the next General Meeting of Shareholders:
i) if the Audit Committee is a committee of the Board of Directors, it is not required to take a decision on
the appointment of a new person as member of the Audit Committee, as this will be made by a decision
of the Board of Directors.
(ii) if the Audit Committee is an independent joint committee, it is required either to take a decision on the
appointment of a new person as member of the Audit Committee or to authorize the Board of Directors to
take the decision on the above appointment.
In case of replacement of a member of the Audit Committee by the Board of Directors, the Audit
Committee is required to reconstitute itself into a body, by appointing its Chairman. When the Audit
Committee is a committee of the Board of Directors, the Board of Directors is not allowed to replace a
member of the Audit Committee with the election of a third person as this differentiates the type and
composition decided and approved by the General Meeting of Shareholders.
The Chairman of the Audit Committee is appointed by its members and is independent of the Company,
within the meaning of article 9, par.1 & 2 of Law 4706/2020.
According to the decisions of the Ordinary General Meeting of Shareholders of the Company, the Audit
Committee consists of the following members as shown in the table below:
Composition of the Audit Committee
Α/Α
Full Name
Capacity
Start of Term
End of Term
1
Georgios Valettas
Chairman of the Audit
Committee with proven
experience in accounting and
auditing matters -
Independent third party in
relation to the Company
30/6/2022
30/6/2025
2
Konstantinos
Gianniris
Member of the Audit
Committee with proven
experience in accounting and
auditing matters - Non-
Executive Member of the
Board of Directors of the
Company
30/6/2022
30/6/2025
3
Georgios Kolovos
Member of the Audit
Committee with proven
experience in accounting and
auditing matters - Non-
Executive Member of the
Board of Directors of the
Company
30/6/2022
30/6/2025
Annual Financial Report of 31.12.2022
47
CVs of the Members of the Audit Committee
Georgios Valettas
Mr. Vallettas Georgios is the Chairman of the Audit Committee of the Company since 16.07.2021 and
possesses proven sufficient knowledge in the field of auditing and accounting, as he is a graduate of the
Department of Business Administration and Management of the University of Piraeus specializing in
Accounting and Auditing and also holds a degree in Business Administration (University of Kentucky -
Gatton College of Business and Economics) while speaks excellent English and has basic knowledge of
French. For about 11 years, he has been working as a financial director in companies of the steel sector
in which the Company operates. He has also been an internal auditor (Avgerinopoulou Group), is a regular
member of the Institute of Internal Auditors of Greece, has been Chairman of the Audit Committee of
ALCO ABEE and is chairman of the Audit Committee of AEDIK SA. He has also worked as Tax Advisor
at PWC, as a Chief Accountant at the Pharmathen Group and as a Financial Controller at Hatzipanagos
SA. He is also a member of the Economic Chamber of Greece and holds a First Class Tax Officer -
Accountant license. Finally, through the company "G. Vallettas and Associates - Consulting Services"
provides financial, legal and tax services to individuals and corporates.
The CVs of the members of the Audit Committee of Messrs. Konstantinos Gianniris and Georgios Kolovos
are mentioned above in the section of the CVs of the members of the Board of Directors of the Company.
Obligations and Responsibilities of the Audit Committee
Without prejudice to the responsibility of the members of the Board of Directors of the Company, the Audit
Committee, according to par. 3 of article 44 of Law 4449/2017, among other things:
- informs the Board of Directors of the Company about the outcome of the statutory audit and explains
how the statutory audit contributed to the integrity of the financial information and what was the role of the
Audit Committee in this process,
- monitors the financial information process and makes recommendations or proposals to ensure its
integrity,
- monitors the effectiveness of the internal control systems, quality assurance and risk management of
the company and, where appropriate, the effectiveness of its internal control department, regarding the
financial information of the Company without violating the independence of the latter,
- monitors the statutory audit of the annual and consolidated financial statements and in particular its
performance, taking into account any findings and conclusions of the Accounting Standardization and
Audit Committee in accordance with the paragraph 6 of article 26 of Regulation (EU) no. 537/2014 and
par. 5 of article 44 of Law 4449/2017,
- oversees and monitors the independence of chartered accountants or auditing firms in accordance with
articles 21, 22, 23, 26 and 27, and article 6 of Regulation (EU) no. 537/2014 and in particular the adequacy
of the provision of non-audit services to the audited entity in accordance with article 5 of Regulation (EU)
no. 537/2014,
- is responsible for the selection process of chartered accountants or auditing firms and proposes the
chartered accountants or auditing firms to be appointed in accordance with article 16 of Regulation (EU)
no. 537/2014, unless the par. 8 of article 16 of Regulation (EU) no. 537/2014 is being applied.
- prepares operating regulations that are posted on the Company's website.
The updated version of the operating regulations of the Audit Committee was approved by the Board of
Directors of the Company on 19.07.2021 and has been posted on the Company's website
www.elastron.gr .
- submits an annual report of the proceedings to the ordinary General Meeting of the Company. This
report includes the description of the sustainable development policy followed by the Company.
Annual Financial Report of 31.12.2022
48
- proposes improvements and changes in the Operating Regulation of the Company, regarding the issues
that concern its responsibilities.
External Control - Audit
i. Monitors and evaluates the performance of Certified Auditors Accountants and receives a report from
the Certified Auditor Accountant on the audit findings. Conducts meetings with the Certified Auditor
Accountant of the Company, without the presence of the members of the Management at least twice a
year. It is responsible for the process of selection and revocation of External Auditors or audit companies
and proposes through the Board to the General Meeting of shareholders the External Auditors or the
auditing companies that will be appointed, the terms of cooperation, as well as their remuneration
(according to article 16 of Regulation (EU) no. 537/2014, unless the par. 8 of article 16 of Regulation (EU)
No 537/2014) is being applied.
ii. Ensures the independence of the Certified Auditor Accountant and the objectivity and efficiency of the
audit process.
iii. Examines the possibility of providing non-audit services by Certified Auditors Accountants.
iv. It is informed by the Certified Auditor Accountant on the annual mandatory audit plan before its
implementation. It conducts its evaluation and ensures that the annual mandatory audit plan covers the
most important areas of audit, taking into account the main areas of business and financial risk of the
Company.
v. It monitors the statutory audit of the annual and consolidated financial statements and in particular its
progress, taking into account any findings and conclusions of the competent authority, in accordance with
paragraph 6 of Article 26 of EU Regulation no. 537/2014. In this context, it informs the Board of Directors
by submitting a relevant report on the issues that arose from the implementation of the mandatory audit,
explaining in detail:
i. the contribution of statutory audit to the quality and integrity of financial information, i.e. the accuracy,
completeness and correctness of financial information, including the relevant disclosures, approved
by the Board of Directors which are then made public,
ii. the role of the Committee in the procedure under (i) above, i.e. recording the actions taken by the
Committee during the statutory audit process.
vi. It shall take into account the content of the supplementary report submitted by the Certified Auditor
Accountant, which shall contain the results of the statutory audit carried out and shall meet at least the
specific requirements in accordance with the relevant regulatory framework (Article 11 of Regulation (EC)
No 537 / 2014 of the European Parliament and of the Council as of 16 April 2014) and informs the Board
of Directors of the Company.
vii. Finally the Committee, whenever it deems appropriate, submits proposals for other important issues.
Financial Information Process
1. The Audit Committee is informed about the procedure and the schedule of preparation of the financial
information and other published information (e.g. stock exchange related announcements, press releases,
etc.) by the Management and monitors, examines and evaluates the process of preparation of the financial
information, i.e. the mechanisms and the production systems, the flow and dissemination of the financial
information produced by the involved organizational units of the Company.
2. Informs the Board of Directors of its findings on essential issues in its areas of responsibility, submits
proposals for improving the process, if deemed appropriate and monitors the response of Company's
Management on these issues.
3. Takes into account and examines the most important issues and risks that may have an impact on the
financial statements of the Company, as well as the important judgments and estimates of the
Management during their preparation.
4. The following are indicative issues that are being examined and evaluated in detail by the Audit
Committee to the extent that they are important for the Company, indicating specific actions on the
respective issues along the briefing process towards the Board of Directors:
➢ Evaluation of the use of the assumption of the going concern principle.
➢ Significant judgments and estimates in the preparation of the financial statements.
➢ Valuation of assets at fair value.
➢ Assessment of asset recoverability.
➢ Accounting for acquisitions. Adequacy of disclosures about the significant risks faced by the
Company.
➢ Significant transactions with related parties.
➢ Significant unusual transactions.
Annual Financial Report of 31.12.2022
49
5. The communication of the Committee with the Certified Auditor Accountant in view of the preparation
of the audit report and the supplementary report of the latter to the Committee must be essential or
material.
6. In addition, the Committee reviews the financial reports (Annual and Semi-Annual) before their approval
by the Board of Directors, in order to assess their completeness and consistency in relation to the
information required by its own knowledge, as well as the accounting principles implemented by the
Company and informs the Board of Directors accordingly.
Procedures of Internal Control Systems, Risk Management and Internal Control Unit Regarding
the operation of the Internal Control System, the Committee:
a. Examines and notifies to the Board of Directors cases of conflicts of interest.
b. Monitors, examines and evaluates the adequacy and effectiveness of all policies, procedures and
internal controls of the Company regarding on the one hand the internal control system and on the other
hand the quality assurance and risk assessment and management, in relation to financial information.
c. Monitors the effectiveness of internal control systems mainly through the work of the internal control
unit and the work of the Certified Auditor Accountant.
d. Submits to the Board of Directors proposals regarding the appointment as well as the remuneration, in
accordance with the current legal and regulatory framework, on a three-year basis, of the evaluator
selected for the assessment of the Company's Internal Control System.
e. Examines the policy and procedure for conducting periodic evaluation of the internal control system, in
particular as to the adequacy and effectiveness of financial information by persons who have proven
relevant professional experience and do not have dependent relationships according to the article 9, par.
1 of Law 4706/2020.
f. Acquires knowledge of the evaluation report of the internal control system, which is prepared in
accordance with the article 14, par. 3, section (J), and par. 4 of Law 4706/2020 and the decision number
1/891/30.9.2020 of the BoD decision of the Hellenic Capital Market Commission and suggests to the
Board of Directors to take measures to deal with any findings.
g. The Committee reviews the management of the main risks and uncertainties of the Company and their
periodic revision. In this context, it evaluates the methods applied by the Company for the identification
and monitoring of risks, the treatment of the main risks through the internal control system and the internal
control unit as well as their proper disclosure in the published financial information. Finally, it informs the
Board of Directors with its findings and submits proposals for improvement.
h. Monitors the effectiveness of the regulatory compliance system that includes the establishment and
implementation of appropriate procedures, in order to achieve in a timely manner the full and continuous
compliance of the Company with the applicable legal and regulatory framework.
i. Monitors cases of non-compliance by examining the corrective actions required to be taken by the
Management. It also reviews any audit findings of the Supervisory Authorities by examining the degree
of compliance of the Company.
j. Examines the existence and content of those procedures, according to which the Company's personnel
will be able, on the basis of confidence, to express their concerns about possible illegalities and
irregularities in matters of financial information or other issues related to the operation of the company.
The Committee must ensure that procedures are in place to effectively and independently investigate
such issues and to address them appropriately.
Regarding the operation of the Internal Control Unit, the Committee:
a. Evaluates the staffing and organizational structure of the Internal Control Unit and identifies any
weaknesses. It also monitors and inspects the proper functioning of the Internal Control Unit in
accordance with professional standards as well as the current legal and regulatory framework and
evaluates the delivered outcome, its adequacy and effectiveness, without however affecting its
independence. If appropriate, the Committee shall submit proposals to the Board of Directors, so that the
Internal Control Unit has the necessary means, is adequately staffed with sufficient knowledge,
experience and training, has no restrictions on its work and has the required independence. Therefore,
the appointment and dismissal of the head of the internal control unit is proposed by the Audit Committee
to the Board of Directors. In the same context, the Committee determines and examines the operating
regulations of the Company's internal control unit.
b. Approves the annual audit plan that is submitted by the Internal Control Unit and is prepared based on
the risk assessment and the results of the previous audits. Renders an opinion on the preparation of the
annual audit plan and suggests the conduct of extraordinary audits. Guides the Internal Control Unit so
that it operates in accordance with current legislation and relevant circulars as well as in accordance with
Annual Financial Report of 31.12.2022
50
International Standards on Internal Audit, ensuring the independence and efficiency of its operation. The
Audit Committee considers that the audit plan (in conjunction with any corresponding medium-term plans)
covers the most important areas of the audit field and systems related to financial information.
c. Evaluates the performance of the Internal Control Unit and receives at least every quarter a report with
the results of the audits performed and presents it together with its own observations to the Board of
Directors.
d. Evaluates the requirements of the necessary resources submitted by the Internal Control Unit, as well
as the consequences of limiting the resources or the audit process in general.
e. Holds regular meetings with the Internal Controllers to discuss issues of their competence, as well as
problems arising from internal audits.
f. Takes note of the work of the internal control unit and its reports (regular and extraordinary) and monitors
the briefing of the Board of Directors with regard to the respective content, in relation to the financial
information of the Company.
g. Reviews the disclosed information regarding the internal control and the main risks and uncertainties
of the Company, in relation to the financial information.
h. Submits a proposal to the Board of Directors of the Company regarding the approval of the Rules of
Operation of the Internal Control Unit of the Company.
i. It reviews the reports of article 16 par. 1, section (b) of Law 4706/2020, which are submitted to it every
quarter by the Internal Control Unit.
j. It reviews the reports of article 16 par. 1 section (c) of Law 4706/2020 that are submitted to it every
quarter by the Internal Control Unit and presents / submits these reports along with its observations to the
Board of Directors of the Company.
k. Recommends to the Board of Directors of the Company the appointment of the Head of the Internal
Control Unit, and any required replacement along the way, who must be a full-time and exclusive
employee and be also functionally independent and with objective judgment, along with appropriate
knowledge and professional experience and be reporting to the Chief Executive Officer and functionally
to the Audit Committee.
l. The Audit Committee holds regular meetings with the head of the Internal Control Unit and in any case
at least once a quarter to discuss issues within its competence as well as problems that may arise from
the internal audits.
m. For the results of all the above actions, the Committee informs the Board of Directors of its findings
and submits proposals for the implementation of corrective actions, if deemed appropriate.
It is emphasized that the following applies to the above paragraphs a, b & c:
➢ The Committee has unhindered and full access to the information, records and data needed in the
exercise of its responsibilities and has the resources necessary to carry out its work, including the
use of external consultants.
➢ It is necessary to keep all the necessary information, including minutes of the meetings of the
Committee, in which its actions and their results are recorded, regarding the implementation of its
work.
➢ It is necessary to submit reports of the Committee towards the Board of Directors regarding its areas
of responsibility with reference to the areas that the Audit Committee, after the completion of its work,
considers that there are essential issues in relation to the financial information provided, and
monitoring the response of the Management on the above issues.
➢ Submits an annual Activity Report to the Ordinary General Meeting of the Company and the
Chairman of the Committee informs the shareholders at the annual Ordinary General Meeting about
the activities of the Committee based on the aforementioned responsibilities, through the submission
of the above Activity Report.
➢ For the implementation of all the above, the Audit Committee is expected to hold meetings with the
Management and the competent executives during the preparation of the financial reports, as well
as with the Certified Public Accountant during the planning stage of the audit, during its execution
and also during the stage of preparation of audit reports.
➢ The Board of Directors ensures the provision of assistance from an external consultant to the Audit
Committee, if the Audit Committee requests so, making available the necessary resources towards
this purpose.
➢ Participates in the investigation and evaluation of reports in the context of the reporting
(whistleblowing) process.
Meeting and Decision-Making Process of the Audit Committee
Annual Financial Report of 31.12.2022
51
➢ The Committee meets regularly six (6) times at least annually or extraordinarily, and as many times
as deemed necessary, in order to carry out its duties effectively and also keeps minutes of its
meetings. It meets the regular auditor of the Company at least five (5) times a year, without the
presence of the members of the Management. The Committee may also meet on its own initiative,
provided that all its members are present. The discussions and decisions of the Audit Committee are
recorded in minutes, which are signed by the present members, in accordance with article 93 of Law
4548/2018. Copies and extracts of the minutes of the relevant decisions will be officially issued by
the Chairman of the Audit Committee, who will sign them accordingly, without requiring any further
ratification.
➢ The secretary of each meeting is appointed by the Chairman of the Audit Committee.
➢ A member of the Committee may be represented at its meetings by written authorization only from
another member of the same Committee. In this case, the Committee meets validly if at least two of
its members are present in person and the third is represented as per above. In any case, all its
members participate or are represented in the meetings of the Committee.
➢ The decisions of the Audit Committee are taken by an absolute majority of its members.
➢ Invites to its meetings any person who considers that can contribute to its work.
➢ The Committee reports via its Chairman to the Board of Directors preparing regular or extraordinary
reports and is in constant collaboration with the Internal Control Unit of the Company.
➢ The Chairman of the Audit Committee convenes its members by invitation, which is notified to them
at least five (5) working days before the meeting. The invitation mentions the items on the agenda,
the date, time and place of the meeting of the Audit Committee. Other items on the agenda that will
be sent to the members of the Audit Committee in less than five working days before the scheduled
date of its meeting, will be accepted for discussion at the forthcoming meeting only after a unanimous
decision made by the members of the Audit Committee. Relevant documents can also be circulated
via e-mail.
➢ The Audit Committee may also meet without an invitation, provided that all its members are present
at the meeting and none of them object to holding the particular meeting and proceeding with
decision-making.
➢ The Audit Committee meets at the Company's headquarters or wherever else the latter’s Articles of
Association provide, in accordance with the article 90 of Law 4548/2018. The Committee may, by
decision of its Chairman, meet by video conference or telephone conference, in whole or in part. The
participation of a member of the Audit Committee in a meeting through visual or audio connection
will be considered valid for this purpose. The Chairman may also request the Audit Committee to
take decisions by exchanging e-mails, faxes or letters.
➢ The preparation and signing of minutes by all members of the Committee is equivalent to a meeting
and a decision, even if no meeting has preceded. The minutes are available to all members of the
Audit Committee and the Board of Directors.
➢ The Audit Committee immediately informs the Board of Directors about events that have come to its
knowledge and are likely to significantly affect the Company's business activities or the adequacy
and effectiveness of the Internal Control and Risk Management System.
Evaluation of Members of the Audit Committee
The evaluation of the candidate members of the Audit Committee is carried out by the Remuneration and
Nomination Committee of the Company and the competent corporate body (General Meeting or Board of
Directors, depending on the type of the Committee) during the election / appointment of its members. The
participation in the Audit Committee of persons who simultaneously hold positions or capacities or who
carry out transactions incompatible with the purpose of the Committee is prohibited. Without prejudice to
the preceding subparagraph, the participation of a person in the Audit Committee does not preclude
his/her participation in another Committee of the Board of Directors, as long as this does not affect the
proper performance of this person's duties as a member of the Audit Committee.
For the implementation of all the above, the Audit Committee is expected to hold meetings with the
Management and the competent executives during the preparation of the financial reports, as well as with
the Certified Auditor Accountant during the planning phase of the audit, during the implementation as well
as during the stage of preparation of audit reports.
During the year 2022, the Audit Committee met 20 times. The participation in the meetings of each
member is presented in the following table:
Annual Financial Report of 31.12.2022
52
Audit Committee Meetings from 01/01/2022 until 31/12/2022
No.
Full Name
Capacity
Participation
in the
meetings of
the Audit
Committee
1
Georgios Valettas
Chairman of the Audit Committee - Independent
third party in relation to the Company
20/20
2
Konstantinos Gianniris
Member of the Audit Committee - Independent
Non-Executive Member of the Board of Directors
20/20
3
Georgios Kolovos
Member of the Audit Committee - Independent
Non-Executive Member of the Board of Directors
20/20
Note: The denominator of the fraction in the above tables, refers to the total number of meetings of the Audit
Committee within the year 2022.
Proceedings of the Audit Committee
The topics and activities of the Audit Committee for 2022 are summarized in the following table:
Proceedings of the Audit Committee in Year 2022
⚫ Monitored the process and time schedule of preparation of financial information and other publicized
information.
⚫ Reviewed the financial statements (Annual and Semi-Annual) prior to their approval by the Board of
Directors, in order to evaluate their completeness and consistency in relation to the information
required, as well as the accounting principles applied by the Company.
⚫ The Committee was in constant communication with the Certified Auditor Accountant on the matters
of the mandatory audit and took into consideration the content of the supplementary audit report
submitted by the Certified Auditor Accountant.
⚫ The Committee held meetings with the Company's Certified Auditor Accountant, without the
presence of members of the Management.
⚫ Submitted to the Board of Directors proposals regarding the appointment of Certified Auditors
Accountants and for purposes of approval of their remuneration.
⚫ Ensured the independence of the Certified Auditor Accountant and the objectivity and effectiveness
of the audit process.
⚫ Was informed by the Certified Auditor Accountant about the annual statutory audit plan prior to its
implementation. The Committee evaluated the relevant plan and ensured that the annual statutory
audit plan covers the most important areas of audit, taking into account the main business and
financial risk areas of the Company.
⚫ Monitored the mandatory audit of the annual and semi-annual consolidated financial statements and
in particular its performance, taking into account any findings and conclusions of the competent
authority, in accordance with par. 6, article 26 of EU Regulation no. 537/2014.
⚫ Informed the Board of Directors, by submitting a relevant report, about the matters arising from the
performance of the statutory audit, explaining the contribution of the statutory audit to the quality and
integrity of financial information, i.e. to the accuracy, completeness and correctness of the financial
information reporting.
⚫ Examined the Sustainable Development Policy followed by the Company.
⚫ Monitored, reviewed and evaluated the adequacy and effectiveness of all the Company's policies,
procedures and control measures regarding the internal control system, quality assurance and risk
assessment / management.
Annual Financial Report of 31.12.2022
53
Proceedings of the Audit Committee in Year 2022
⚫ Monitored the effectiveness of the internal control systems mainly through the work of the Internal
Control Unit, the Risk Management Unit and the Regulatory Compliance Unit.
⚫ Through the reports of the Internal Control Unit and the Regulatory Compliance Unit, the Committee
verified the non-existence of cases of conflict of interest during the Company's transactions with related
parties or any transactions that have not been carried out under normal market conditions.
⚫ Carried out self-assessment and evaluation of the Internal Control Unit, Risk Management Unit and
Regulatory Compliance Unit as well as the heads of these units.
⚫ Through the Audit Committee's quarterly reports to the Board of Directors, it provided information on
the work carried out by the Audit Committee and on the results of the internal audits carried out by the
Internal Control Unit.
⚫ Verified the independence of the Internal Control Unit, its proper operation in accordance with
international standards for the professional application of internal audit, but also with the current legal
framework (indicative Law 4706/2020, as applicable).
⚫ Examined the existence and content of those procedures, according to which the Company's
personnel can, on strictly confidential basis, express their concerns about potential illegalities and
irregularities in matters of financial information or about other issues related to the operation of the
company.
Remuneration and Nomination Committee
The Company has assigned the duties of the Remuneration Committee and the Nomination Committee
of articles 11 and 12 of Law 4706/2020 to a committee in accordance with the possibility provided by
paragraph 2 of article 10 of Law 4706/2020, named "Remuneration and Nomination Committee",
hereinafter referred to as "Committee", to which all the responsibilities of the Remuneration Committee
and the Nomination Committee were assigned in accordance with article 10, par. 2 of Law 4706/2020.
The members and the term of office of the members of the Remuneration and Nomination Committee are
as follows:
Composition of the Remuneration and Nomination Committee
Α/Α
Full Name
Capacity
Start of Term
End of Term
1
Nikolaos Georgiadis
Chairman of the
Remuneration and
Nomination
Committee -
Independent Non-
Executive Member of
the Board of Directors
of the Company
01/07/2022
30/6/2025
2
Elvira Kalpipni
Member of the
Remuneration and
Nomination
Committee - Non-
Executive Member of
the Board of Directors
of the Company
01/07/2022
30/6/2025
3
Georgios Kolovos
Independent Non-
Executive Member of
the Board of Directors
of the Company
01/07/2022
30/6/2025
Purpose of the Remuneration and Nomination Committee:
Annual Financial Report of 31.12.2022
54
a) to make proposals to the Board of Directors regarding the Remuneration Policy that is submitted for
approval to the general meeting of shareholders, in accordance with the paragraph 2 of article 110 of Law
4548/2018.
b) to make proposals to the Board of Directors regarding the remuneration of persons falling within the
scope of the remuneration policy, in accordance with article 110 of Law 4548/2018, and regarding the
remuneration of the Company's executives, especially of the head of the internal control unit.
c) to examine the information included in the final draft of the annual remuneration report, providing its
opinion to the Board of Directors, before submitting the report to the general meeting of shareholders, in
accordance with the article 112 of Law 4548/2018.
d) to identify and propose to the Board of Directors individuals suitable for the assumption of the status of
member of the Board of Directors, based on a procedure provided for in this regulation.
e) to make the selection of the candidate members, after taking into consideration the factors and criteria
that have been defined in the Suitability Policy of the Members of the Board of Directors hereinafter
"Suitability Policy" that the Company possesses.
f) to assist in monitoring the implementation of the Suitability Policy.
Members and Term
➢ The members of the Committee are elected and appointed by the Board of Directors.
➢ The Committee consists of three members and as Chairman of the Committee is appointed an
independent non-executive member of the Board of Directors. All members of the Committee are non-
executive members of the Board of Directors, while at least 2 members are independent non-executive
members.
➢ The term of office of the members of the Committee is proportional to the term of office of the Board
of Directors.
Obligations and Responsibilities
The Committee is responsible for drafting the Remuneration Policy, as well as for submitting proposals
and improvements on the Policy.
➢ Submits proposals to the Board of Directors for the remuneration of the following:
✓ the Executive Members of the Board of Directors,
✓ the non-Executive Members of the Board of Directors and the Independent Non-Executive
Members,
✓ the Senior Executives and Managers and finally,
✓ the head of the Internal Control Unit.
➢ The validity of the Remuneration Policy may not exceed four years and is approved by the General
Meeting of the Company's shareholders.
➢ Prior to the approval by the General Meeting of Shareholders, the Committee submits the
Remuneration Policy for approval by the Board of Directors of the Company.
➢ Each year the Committee evaluates whether the approved Remuneration Policy contributes to the
business strategy, the long-term interests and the viability of the Company.
➢ In case the Remuneration Policy needs to be revised, the Committee submits the revised
Remuneration Policy to the Board of Directors for approval and then for a vote by the General
Meeting of Shareholders.
Annual Financial Report of 31.12.2022
55
➢ The Committee proposes the executive levels of the Company that will be included in the
Remuneration Policy.
➢ The Committee monitors the market developments and ensures that the remuneration and fees it
proposes remain at a level that facilitate the retention of executives and the attraction of young
people.
➢ Prepares the content of the Annual Remuneration Report and submits the report for approval by the
Board of Directors.
Selection of Candidate Members of the Board of Directors
➢ In case of election of a new member of the Board of Directors, replacement of a member or renewal
of term of office of the members of the Board of Directors, the Committee is responsible for assessing
the suitability of the available candidates in order to achieve both individual and collective suitability
for the selected members.
➢ The Committee is responsible for the development of a succession plan of the members in order to
ensure the smooth operation of the Board of Directors after departures / resignations of members.
The succession plan is part of and developed in the Company’s Suitability Policy.
➢ The identification of the candidate members of the Board of Directors is performed mainly after
proposals of specific candidates by the other members of the Board of Directors. The members of
the Board who are aware of the needs of the Company propose the candidate who will meet these
needs in the best possible way. This recommendation shall be made to the Committee in writing by
letter.
➢ Examines the qualifications and experience of the candidate members and invites to a meeting-
interview with the members of the Committee the most prevalent candidates.
➢ Carries out a thorough examination of the candidates for the existence of cases of conflict of interest.
➢ Carries out an audit for the observance of the guarantees of ethics and reputation based on what is
defined in section f. 3 of the Suitability Policy of the members of the Board of Directors that is applied
by the Company.
➢ Carries out research on other recommendations in order to ascertain the qualifications and the ethics
of the candidate.
➢ Convenes its meetings and decides on the candidate member who will be proposed to the Board of
Directors of the Company for election.
➢ In case of renewal of the term of office of the members of the Board of Directors, the Committee re-
evaluates all the members and proposes the renewal or not of their term of office.
➢ Examines on an annual basis the fulfilment of the independence criteria as mentioned in article 9 of
Law 4706/2020 and informs the Board of Directors accordingly.
Functioning of the Remuneration and Nomination Committee
The Committee meets regularly and in each case at least two (2) times a year, as well as whenever it is
required.
➢ The Chairman of the Committee convenes its members by invitation, which is notified to them at
least five (5) working days before the meeting. The invitation shall state the items on the agenda, the
date, as well as the time and place of the meeting of the Committee. Other items on the agenda, which
Annual Financial Report of 31.12.2022
56
will be sent to the members of the Committee less than five working days before the scheduled date
of the meeting, will be accepted for discussion at the forthcoming meeting only after a unanimous
decision of the members of the Committee. Relevant documents can also be circulated via e-mail.
➢ The Committee may meet without invitation, provided that all its members are present at the
meeting and none of them object to its holding and decision-making.
➢ A member of the Committee may be represented at its meetings by written authorization only from
another member of the same Committee. In this case the Committee meets validly, if at least two of
its members are present in person and the third is represented as above. In any case, all its members
should participate or be represented in the meetings of the Committee.
➢ The Committee may, by decision of its Chairman, meet by teleconference or telephone conference,
in whole or in part. The participation of a member of the Committee in a meeting by video or audio
connection will be considered valid for this purpose. The Chairman may also ask the Committee to
take decisions by exchanging e-mails, faxes or letters.
➢ The preparation and signing of minutes by all members of the Committee is equivalent to a decision,
even if no meeting has taken place. The minutes are available to all members of the Committee and
the Board of Directors.
➢ The Secretary of the Committee is appointed by its Chairman.
➢ The Committee works closely with the Company's Human Resources Department.
➢ The Rules of Procedure of the Committee are posted on the website of the Company.
During the year 2022, the Remuneration & Nomination Committee held 7 meetings. The participation in
the meetings of each member is presented in the following table:
Meetings of the Remuneration & Nomination Committee from 01/01/2022 to 31/12/2022
No.
Full Name
Capacity
Participation in the
meetings of the
Audit Committee
1
Nikolaos Georgiadis
Chairman of the Committee - Independent
Non-Executive Member of the Board of
Directors
7/7
2
Konstantinos Gianniris
Member of the Committee until 01.07.2022
- Non-Executive Member of the Board of
Directors
7/7
3
Georgios Kolovos
Member of the Committee - Non-Executive
Member of the Board of Directors
4/4
4
Elvira Kalpini
Member of the Committee from 01.07.2022
– Vice Chairman and Non-Executive
Member of the Board of Directors
3/3
Note: The denominator of the fraction in the above table refers to all meetings of the Remuneration and Nomination
Committee within the year 2022.
The issues and activities of the Nomination and Remuneration Committee for 2022 are summarized in
the following table:
Annual Financial Report of 31.12.2022
57
Proceedings of the Remuneration and Nomination Committee and Meetings
⚫ Formation of the Committee into a body and election of a Chairman from 01.07.2022.
⚫ Preparation and approval of the remuneration report of the members of Board of Directors and
submission for approval by the Board of Directors.
⚫ Re-evaluation of criteria of independence and Suitability of members of the Board of Directors &
the Audit Committee.
⚫ Proposal for election of new Members of the Board of Directors.
⚫ Audit of fulfilment of the independence criteria of Law 4706/2020 with regard to the candidate
Independent Members of the Board of Directors.
⚫ Submission of proposal to the Board of Directors with regard to the remuneration of the Executive
Members of the Board of Directors, the Independent Non-Executive Members, the members of the
Audit Committee, the Internal Controller, the Non-Executive Members and the executives of the
Company.
Other management or supervisory bodies or committees of the Company
There are no other management and supervisory bodies.
Internal control and risk management systems
Particularly large emphasis is given by the Board of Directors to the internal control system. Through the
latter, the Board ensures the protection of the Company’s assets, reliability of financial statements and
reports, handling of significant risks, as well as the adherence to laws and policies applied by the
Company.
The Company’s internal control system is based on processes and policies that are described in detail in
the Internal Operation Regulation. Such processes and policies refer to monitoring deviations from the
corporate policy, the correctness and completeness of financial statements, as well as maintaining
financial and in general corporate data as confidential.
In this context, the Board of Directors implements regular audits and reviews on the internal control
systems with the objective:
• to audit and evaluate the strategy, both on the Company level as well as on the level of individual
departments, in the context of the approval of the Company’s annual budget.
• to identify, assess, measure and manage risks to which the Company is exposed.
• to monitor the Company’s financial performance and analyze, interpret and clarify deviations from the
annual budget.
• to evaluate and improve the Internal Operation Regulation, which also constitutes the basis for
applying internal control systems.
At the same time, with the objective of ensuring the correctness and accuracy of financial data, based on
which the financial statements are prepared, the Company develops the appropriate systems and safety
nets. Such include:
• The use of specialized, accounting and financial software and applications, which ensure the prompt
and accurate provision of information relating to the Company’s financial data. A limited and authorized
number of users have access to such systems.
• The regular review of accounting policies and procedures and ensuring that such are applied fully.
• The existence of closing processes for the financial statements and informing the relevant individuals
as regards to the obligations of the Company that emanate from tax, labor, commercial and stock
exchange legislation.
• The existence and adherence to policies on any significant corporate process, such as supplies, sales,
payments, receipts, inventory etc.
Annual Financial Report of 31.12.2022
58
• Applying reconciliation and audits on a regular basis as regards to customer, supplier, bank, cash
balances, taxes etc.
• Monitoring and ensuring that the group’s subsidiaries apply the same accounting policies and
procedures as the parent company.
• Ensuring the correctness and accuracy of the financial statements of subsidiaries, as well as their
prompt submission for purposes of preparing and publishing consolidated financial reports and
statements.
• The monthly evaluation of deviations between real, comparative and estimated results, with the
objective of providing management with information relating to possible extraordinary and unusual
expenses and the development of results.
To achieve and apply the above, the Company uses, ensures and maintains computer and IT systems
that are customized to its needs and to the modern organization, administration and IT requirements> to
protect both the systems and the data kept in such, the Company applies strict audit processes, which
are described in detail in the Internal Operation Regulation. Specifically:
• On a daily basis, the IT service creates back-ups of all computer files and software in the central
computer system and peripheral computers, thus ensuring that business data is kept classified as well
as the smooth operation of the company.
• Back-up files are kept in a specially formed space, covering thus the case of theft and natural disaster.
• Access to the area where the central computer system is located is provided only to authorized
individuals from the IT service.
• The IT service audits and prints interventions – changes on the central computer and informs the head
of the service as well as the internal auditor.
• Both the central and the peripheral computers are secured from external threats by using several
modern methods, such as antivirus software, e-mail security and firewall.
Sustainable Development Policy
In 2022, the Group announced its second corporate report for the year 2021, establishing and
implementing a Sustainable Development Policy in accordance with the International Sustainable
Development Standards (GRI Standards) in order to strengthen its social, environmental and economic
framework of operation. For a number of years, the Group has been implementing a specific Sustainable
Development strategy, which is characterized by the principles of integrity, environmental protection, the
strengthening of local community and the protection of the human resources employed by the Group. The
transition from the model of linear economy to a circular one was the springboard for creative response
to new opportunities and challenges.
Indicatively, we mention the Group's contribution to the local community of Aspropyrgos, Attica, and the
wider region of West Attica, in terms of enhancing employment, undertaking social actions as well as the
Group’s contribution to environmental protection through the installation of photovoltaic stations of total
power capacity of 5.05 MWp on the roofs of its production facilities. Therefore the Group, by responding
to its commitment to meet the requirements of Sustainable Development Strategy, expanded its network
of suppliers focusing on selecting those who use recycled steel.
The approach towards the sustainable development of the Company in the last decades is an integral
part of the Group’s business strategy with the main guidelines being the following:
Working with transparency and integrity
We operate with transparency and business integrity in all our activities.
We act with respect for the environment
We assess and manage the risks related to our activities that may affect the natural environment.
Employees are our greatest investment
Annual Financial Report of 31.12.2022
59
We contribute towards employment and create value for our people by ensuring their health, safety and
development with respect to the human rights, and by taking into account the principles of diversity and
equal opportunities.
Contributing to the local community
We respond to the needs of the local community by selecting human resources from the local community
and always in accordance with the applicable policies of the Company.
We contribute to the circular economy
The environmental policy of the Group represents the commitment of the Management to operate with
absolute respect for the environment, while promoting environmental awareness and aiming at
strengthening environmental responsibility, both in its human resources and other stakeholders.
The Group recognizes its obligations towards the environment and the need for continuous improvement
of its environmental performance, in order to achieve a balanced economic growth in harmony with the
environmental protection.
The report on the sustainable development of the Group was prepared in accordance with the GRI -
Standards (2016) as well as the Environmental, Social, Governance (ESG) Information Disclosure Guide
of the Athens Exchange (2021).
Non-Financial Risks
The economic and social environment in which the Group operates is characterized by various non-
financial risks, the main of which are environmental and also risks in relation to safety and health at work.
For this reason, the Group has established procedures for their control and effective management. The
main non-financial risks along with the respective actions taken are presented in the table below:
Annual Financial Report of 31.12.2022
60
Non-Financial Risks
No.
Risk Description
Potential impact due to the
risk
Main Ways of Dealing with it
1
Climate Change
• Negative impact on the
climate and the
environment.
• Negative impact on the
local community.
• Negative impact on the
Group's reputation.
✓ Monitoring of trends and
relevant legislation at National
and European level.
✓ Investment plan in fixed
equipment of low energy
efficiency and reduced carbon
dioxide emissions.
✓ Supply of electricity from
alternative sources of energy.
2
Health and Safety
at Work
• Accidents and injuries of
employees.
• Negative impact on the
Group's reputation.
✓ Continuous training and briefing
of personnel on health and
safety at work.
✓ Regular meetings between the
safety technician and the
production managers to find
solutions for health and safety
issues.
✓ Implementation of a certified
management system for health
and safety.
3
Fight against
Bribery and
Corruption
• Increasing the probability
of fraud in the Company's
transactions.
• Financing of illegal
activities.
• Negative impact on the
Group's reputation.
✓ Establishment of a code of
business ethics.
✓ Report management and
investigation policy and
process.
Finally, the issues of sustainable development are discussed during the meetings of the Board of Directors
so that the priorities and the respective goals are set.
The present Corporate Governance Statement forms an integral part of the Annual Management Report
by the Board of Directors.
Aspropyrgos, 20 April 2023
The Chairman of the Board of Directors
Panagiotis Simos-Kaldis
RSM Greece SA
Patroklou 1 & Paradissou
15125 Athens
T
+30 210 6717733
F
+30 210 6726099
Independent Auditor’s Report
To the Shareholders of the company «ELASTRON S.A. – STEEL SERVICE CENTERS»
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 «ELASTRON
S.A. – STEEL SERVICE CENTERS» (the Company) which comprise the separate and consolidated statement of
financial position as of 31 December 2022 and the separate and consolidated statements of comprehensive
income, changes in equity and cash flows for the year then ended, as well as a summary of significant accounting
policies and other explanatory notes.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material
respects, the financial position of the Company and its subsidiaries (the Group) as of 31 December 2022, and of
their financial performance and their cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS) as endorsed by the European Union.
Basis for opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been
transposed 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 transposed in
Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial
statements in Greece. 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 annual period. These matters and the related
risks of material misstatements 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.
RSM Greece SA is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an
independent accounting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
Key Audit Matters of the Group and the Company
How our audit addressed the Key Audit Matter
Ιnventory (valuation)
The Group’s inventory on 31 December 2022 and 31
December 2021 amounted to € 44,857 thousand and €
50,429 thousand respectively representing approximately
27% and 26% of total assets respectively.
Our auditing approach included among others the
following audit procedures:
Evaluating the assessment of the design and
application of the basic safeguards for the
management of inventories in the course of following
the natural stock counting at specific warehouses and
the conduct of sample counting of inventories.
The Group values the inventories at the lowest value
between the acquisition cost or the production cost and their
net realizable value. The net realizable value is estimated
according to the current sale prices of inventories.
Analytical procedures with regard to the movement of
inventories and reconciliation of the accounting
balance with the analytical warehouse balance.
The Group does not utilize any hedging strategies with
regard to its main operating inventory. As a result, any
changes in the prices of metals may correspondingly affect
the results via the depreciation or appreciation of
inventories.
Examining a sample of inventories in order to confirm
the correct calculation of the acquisition cost,
according to the purchase invoices and the correct
allocation of the production expenses
Evaluating, on a sample basis, the assessment of the
valuation by comparing the net realizable value of the
inventories at the reference date with the inventories’
acquisition cost.
The Group’s disclosures with regard to its accounting policy
applied for the valuation of inventories are included in notes
2.15 and 9 of the separate and consolidated financial
statements.
Checking the warehouse balance to trace unmoved
and slow-moving inventories.
Confirming the adequacy and appropriateness of
disclosures in notes 2.15 and 9 of the separate and
consolidated financial statements.
Trade receivables (Recoverability)
The trade receivables of the Group on 31 December 2022
amounted to € 26,862 thousand (€23,359 thousand on
31.12.2021). The above balances include a provision for
impairment of € 3,827 thousand (€3,658 thousand on
31.12.2021).
Our auditing approach included among others the
following audit procedures:
Understanding and examining the credit control
procedures of the Group as well as the examination of
the basic safeguards in relation to granting credit to
clients.
The Management evaluates the required impairment where
it is considered that there is a case. In addition, according to
IFRS 9, the Management makes an estimate of the required
provision for impairment regarding expected, and not with
regard to realized, credit losses. The assessment is based
on significant judgments and estimates the Management
makes taking into account among others the sector’s
characteristics, the history of collectability concerning the
receivables under consideration, the market conditions and
the insurances or guarantees that have been granted
against the particular receivables.
Assessing whether the methodology for the
estimation of the recoverable amount has been
appropriately applied in accordance with IFRS 9.
On a sample basis, we verified the accuracy and
completeness of the data utilized by the Group in the
calculation model as well as the maturity of the
balances of receivables.
Given the significance of the above trade receivables and
the important estimates and judgments made by the
Management for determining the recoverable amount, we
view the assessment of the provision impairment regarding
the above trade receivables as one of the key audit matters.
We collected and evaluated other elements such as
the minutes of the Board of Directors and the letters
from the lawyers supporting the judgment and
estimates of the Group regarding the recoverability of
the receivables.
Evaluating the recoverability of the remainders
comparing the amount at 31 December 2022 to
subsequent receivables / settlements.
The Group’s disclosures in relation to the accounting policy
and the other information concerning the impairment test of
the above trade receivables are included in notes 2.14, 2.16
and 8 of the parent and consolidated financial statements.
Confirming the adequacy and appropriateness of
disclosures in notes 2.14, 2.16 and 8 of the separate
and consolidated financial statements.
Other information
Management is responsible for the other information. The other information comprises the information included in
the Board of Directors’ Management Report for which reference is made to the “Report on other Legal and
Regulatory Requirements”, to the Statements of the Members of the Board of Directors, but does not include the
financial statements and our auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent with the
separate and consolidated financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Separate and Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial
statements in accordance with IFRSs, as adopted by the European Union, and for such internal control as
management determines is necessary to enable the preparation of separate and consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the
Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern principle 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.
Responsibilities of Management and Those Charged with Governance for the Separate and Consolidated
Financial Statements
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company’s and
the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs, as incorporated into the Greek Legislation, will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated into the Greek Legislation, we exercise professional
judgment and maintain professional skepticism throughout the audit.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements
(continued)
We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern principle 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 company and of its subsidiary audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the separate and consolidated financial statements of the audited year and are
therefore the key audit matters.
Report on other Legal and Regulatory Requirements
1. Management Report of Board of Directors
Taking into consideration that the Management is responsible for the preparation of the Management Report of
the Board of Directors in application with the clauses of paragraph 5 of article 2 of Law 4336/2015 (part B), we
note the following:
a) The Board of Directors’ Management Report includes the corporate governance statement, which
provides the information stipulated by the article 152 of L. 4548/2018
b) In our opinion the Management Report of the Board of Directors has been compiled according to the
effective legal requirements of articles 150 and 153 and of the paragraph 1 (cases c’ and d’) of article 152 of Law
4548/2018, whereas its contents correspond to the attached [separate and consolidated] financial statements for
the year ended 31 December 2022.
c) Based on the knowledge we acquired during our audit for the Company « ELASTRON SA – STEEL SERVICE
CENTERS» and its environment, we have not detected any material inconsistencies in the Management Report
of its Board of Directors
2. Additional Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the
Additional Report to the Company’s Audit Committee referred to in Article 11 of European Union (EU) Regulation
537/2014.
3. Non-Audit services
We have not provided to the Company and its subsidiary the prohibited non-audit services referred to in Article 5
of EU Regulation 537/2014.
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 June 2021. Since then our appointment has been renewed for a total period of one (1) year based
on the annual resolutions of the ordinary general meeting of shareholders.
5. Operating Regulation
The Company has an Operating Regulation in accordance with the content provided by the provisions of article
14 of Law 4706/2020.
6. Assurance Report on the European Single Electronic Format
We have examined the digital files of the Company, which were compiled in accordance with the European Single
Electronic Format (ESEF) defined by the Commission Delegated Regulation (EU) 2019/815, as amended by
Regulation (EU) 2020/1989 (hereinafter «ESEF Regulation»), and which include the company and consolidated
financial statements of the Company and the Group for the year ended 31 December 2022 in XHTML
«2138001KV6MII4TOA973-2022-12-31-el.html», as well as the provided XBRL file «2138001KV6MII4TOA973-
2021-12-31-el.zip» with the appropriate marking up, on the aforementioned consolidated financial statement.
Regulatory framework
The digital files of the European Unified Electronic Format (ESEF) are compiled in accordance with ESEF
Regulation and 2020 / C 379/01 Interpretative Communication of the European Commission of 10 November
2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission
and the Athens Stock Exchange (hereinafter «ESEF Regulatory Framework»).
Ιn summary, this Framework includes the following requirements:
• All annual financial reports should be prepared in XHTML format.
• For consolidated financial statements in accordance with International Financial Reporting Standards, the
financial information stated in the Income Statement, Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity and the Statement of Cash Flows should be marked-up
with XBRL 'tags', according to the ESEF Taxonomy, as in force. The technical specifications for ESEF, including
the relevant classification, are set out in the ESEF Regulatory Technical Standards
The requirements set out in the current ESEF Regulatory Framework are suitable criteria for formulating a
reasonable assurance conclusion.
Responsibilities of the management and those charged with governance
The Management is responsible for the preparation and submission of the standalone and consolidated financial
statements of the Company and the Group, for the year ended 31 December 2022, in accordance with the
requirements set by the ESEF Regulatory Framework, as well as for those internal controls that Management
identifies as necessary, to enable the compilation of digital files free of material error due to either fraud or error.
Auditor’s responsibilities
Our responsibility is to plan and carry out this assurance work, 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 in relation to the work and the assurance report of the Certified Public Accountants on the European
Single Electronic Format (ESEF) of issuers with securities listed on a regulated market in Greece» as issued by the
Board of Certified Auditors on 14.02.2022 (hereinafter «ESEF Guidelines"»), providing reasonable assurance that
the standalone and consolidated financial statements of the Company and the Group prepared by the Management
in accordance with ESEF comply in all material respects with the applicable ESEF Regulatory Framework.
Our work was carried out in accordance with the Code of Ethics for Professional Accountants of the International
Ethics Standard Board for Accountants (IESBA Code), which has been transposed into Greek Law and in addition
we have fulfilled the ethical responsibilities of independence, according to Law 4449/2017 and the Regulation
(EU) 537/2014.
The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines and was carried
out in accordance with International Standard on Assurance Engagements 3000, «Assurance Engagements other
than Audits or Reviews of Historical Financial Information». Reasonable assurance is a high level of assurance,
but it is not a guarantee that this work will always detect a material misstatement regarding non-compliance with
the requirements of the ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and consolidated
financial statements of the Company and the Group for the year ended 31 December 2022 in XHTML
«2138001KV6MII4TOA973-2022-12-31-el.html», as well as the provided XBRL «2138001KV6MII4TOA973-2022-
12-31-el.zip» with the appropriate marking up, on the aforementioned consolidated financial statements along
with the other explanatory information have been prepared, in all material respects, in accordance with the
requirements of the ESEF Regulatory Framework.
Athens, 21 April 2023
The Certified Public Accountant
Konstantinos Stamelos
Reg. Number SOEL 26841
For RSM GREECE S.A. (Reg. Num. SOEL 104)
Independent Member of RSM
Patroklou 1 & Paradissou, 151 25 Marousi
Annual Financial Report of 31.12.2022
69
1. Statement of Financial Position
G R O U P
C O M P A N Y
(Amounts in €)
Note
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS
Non-Current Assets
Self-used tangible assets
6
64,797,537.46
63,897,769.62
52,881,406.06
50,632,351.64
Investment property
6.7
1,473.76
2,919,472.43
1,473.76
2,919,472.43
Intangible assets
6
80,546.39
48,616.34
80,546.39
48,616.34
Investment in associates, subsidiaries and joint
ventures
2,4.
21
4,985,880.58
4,584,243.85
12,164,000.00
12,818,183.70
Long term receivables
8
247,276.76
250,405.93
1,350,532.31
1,834,880.04
Total Non-Current Assets
70,112,714.95
71,700,508.17
66,477,958.52
68,253,504.15
Current Assets
Inventories
9
50,429,066.96
44,857,008.71
50,429,066.96
44,857,008.71
Customers
8
26,861,802.41
23,358,835.98
26,862,497.49
23,334,239.73
Other receivables
8. 18
1,392,958.23
3,582,185.96
1,311,714.78
3,464,509.60
Investments
10
412,920.01
495,156.91
412,920.01
495,156.91
Cash and cash equivalents
12
39,459,255.28
26,573,940.06
39,121,666.45
26,323,191.21
Total Current Assets
118,556,002.89
98,867,127.62
118,137,865.69
98,474,106.16
Total Assets
188,668,717.84
170,567,635.79
184,615,824.21
166,727,610.31
EQUITY
Shareholders' equity
Share capital
13
18,410,839.00
18,410,839.00
18,410,839.00
18,410,839.00
Share premium
13
11,171,177.70
11,171,177.70
11,171,177.70
11,171,177.70
Other reserves
13
22,109,987.29
21,378,402.99
22,095,078.28
21,363,493.98
Retained earnings
13
35,576,460.51
29,844,379.21
34,084,260.06
28,737,829.19
Total shareholders' equity
87,268,464.50
80,804,798.90
85,761,355.04
79,683,339.87
Minority interest
13
33,022.89
37,344.99
0.00
0.00
Total Equity
87,301,487.39
80,842,143.89
85,761,355.04
79,683,339.87
LIABILITIES
Long-Term liabilities
Loans
15
53,265,625.50
25,577,750.50
53,265,625.50
25,577,750.50
Provisions for employee benefits
17
485,433.73
453,909.78
481,890.80
450,966.85
Grants (deferred income)
27
3,361,864.87
3,479,802.27
2,460,821.71
2,548,141.48
Liabilities from leases
28
946,841.46
1,206,640.94
661,232.42
898,301.72
Deferred income tax
16
2,850,781.47
3,275,437.64
1,765,343.37
2,083,073.41
Provisions
114,000.00
114,000.00
72,000.00
72,000.00
Total Long-term Liabilities
61,024,547.03
34,107,541.13
58,706,913.80
31,630,233.96
Short-Term Liabilities
Suppliers
14
24,715,533.81
25,265,523.30
24,675,212.52
25,256,293.21
Other liabilities
14
3,274,751.43
2,143,273.21
3,142,674.86
1,970,951.82
Liabilities from leases
28
352,755.40
343,419.51
330,025.21
321,056.70
Derivatives
11
803,250.54
0.00
803,250.54
0.00
Short-Term Loans
15
11,196,392.24
24,049,328.00
11,196,392.24
24,049,328.00
Income tax
18
0.00
3,816,406.75
0.00
3,816,406.75
Total Short-Term Liabilities
40,342,683.42
55,617,950.77
40,147,555.37
55,414,036.48
Total Liabilities
101,367,230.45
89,725,491.90
98,854,469.17
87,044,270.44
Total Equity and Liabilities
188,668,717.84
170,567,635.79
184,615,824.21
166,727,610.31
Annual Financial Report of 31.12.2022
70
2. Statement of Income and Other Comprehensive Income
GROUP
COMPANY
(Amounts in €)
Note
1.1 – 31.12.22
1.1 – 31.12.21
1.1 – 31.12.22
1.1 – 31.12.21
Sales
19
180,983,937.60
163,287,615.75
179,790,603.21
162,021,845.16
Cost of sales
20
(153,550,991.46)
(131,339,503.67)
(153,118,577.83)
(130,845,825.29)
Gross profit / (loss)
27,432,946.14
31,948,112.08
26,672,025.38
31,176,019.87
Other income
20
5,141,850.76
1,886,507.61
5,698,965.05
2,116,390.72
Distribution expenses
20
(11,981,334.65)
(10,185,920.90)
(11,981,334.65)
(10,185,920.90)
Administration expenses
20
(3,255,960.56)
(2,929,059.22)
(3,008,516.55)
(2,696,196.82)
Other expenses
20
(690,442.08)
(726,621.14)
(472,613.56)
(530,387.06)
Earnings / (losses) before interest and
taxes (EBIT)
16,647,059.61
19,993,018.43
16,908,525.67
19,879,905.81
Financial income
20
472,241.55
347,300.89
529,715.15
449,033.06
Financial cost
20
(3,366,864.67)
(2,316,644.92)
(3,344,465.12)
(2,289,709.16)
Investment results
10. 21
22,455.13
331,418.85
(376,194.87)
(18,581.15)
Income/(expenses) of companies
consolidated with the equity method
20
403,395.01
307,868.15
0.00
0.00
Earnings / (losses) before taxes (EBT)
14,178,286.63
18,662,961.40
13,717,580.83
18,020,648.56
Income Tax
16. 20
(2,554,957.26)
(3,377,439.90)
(2,486,519.19)
(3,388,962.48)
Earnings / (losses) after taxes (ΕΑΤ)
(a)
11,623,329.37
15,285,521.50
11,231,061.64
14,631,686.08
Attributed to:
Shareholders of the parent
11,618,470.35
15,280,581.75
11,231,061.64
14,631,686.08
Minority interest
4,859.02
4,939.75
0.00
0.00
Other comprehensive income /
(expenses) after taxes (b)
20
(331,165.07)
26,286.30
(329,406.79)
29,043.72
Total comprehensive income/
expenses after taxes (a) + (b)
11,292,164.30
15,311,807.80
10,901,654.85
14,660,729.80
Attributed to:
Shareholders of the parent
11,287,305.28
15,306,868.05
10,901,654.85
14,660,729.80
Minority interest
4,859.02
4,939.75
0.00
0.00
Earnings / (losses) after taxes per share
– basic (in €)
22
0.6311
0.8300
0.6100
0.7947
Earnings / (losses) before interest, tax,
depreciation and amortization
(EBITDA)
19,279,166.31
22,605,859.97
19,020,658.23
21,944,276.27
Annual Financial Report of 31.12.2022
71
3. Statement of Changes in Equity
(Α) STATEMENT OF CHANGES IN GROUP’S EQUITY
Corresponding to shareholders of the parent
Minority
interest
Total Equity
Amounts in €
Note
Share Capital
Share
Premium
Reserves &
Retained
earnings
Balance on 31.12.2020
13
18,410,839.00
11,171,177.70
36,569,986.49
32,405.24
66,184,408.43
Net Profit / (Loss) for the
period recorded in total
13
0.00
0.00
15,280,581.75
4,939.75
15,285,521.50
Distribution of Profit for the
year 2020
13,
25
0.00
0.00
(654,072.34)
0.00
(654,072.34)
Hedging result
11,
13
0.00
0.00
16,791.86
0.00
16,791.86
Foreign exchange differences
from consolidation
13
0.00
0.00
(2,757.42)
0.00
(2,757.42)
Actuarial Gains / (Losses)
13
0.00
0.00
12,251.86
0.00
12,251.86
Balance on 31.12.2021
13
18,410,839.00
11,171,177.70
51,222,782.20
37,344.99
80,842,143.89
Net Profit / (Loss) for the
period recorded in total
13
0.00
0.00
11,618,470.35
4,859.02
11,623,329.37
Sale of subsidiary
13
0.00
0.00
0.00
(9,181.12)
(9,181.12)
Distribution of Profit for the
year 2021
13,
25
0.00
0.00
(4,823,639.67)
0.00
(4,823,639.67)
Hedging result
11,
13
0.00
0.00
(329,406.79)
0.00
(329,406.79)
Foreign exchange differences
from consolidation
13
0.00
0.00
(1,758.29)
0.00
(1,758.29)
Balance on 31.12.2022
13
18,410,839.00
11,171,177.70
57,686,447.80
33,022.89
87,301,487.39
(Β) STATEMENT OF CHANGES IN COMPANY’S EQUITY
Corresponding to shareholders of the parent
Total Equity
Amounts in €
Note
Share Capital
Share
Premium
Reserves &
Retained
earnings
Balance on 31.12.2020
13
18,410,839.00
11,171,177.70
36,094,665.71
65,676,682.41
Net Profit / (Loss) for the period recorded in
total
13
0.00
0.00
14,631,686.08
14,631,686.08
Distribution of Profit for the year 2020
13,
25
0.00
0.00
(654,072.34)
(654,072.34)
Hedging result
11,
13
0.00
0.00
16,791.86
16,791.86
Actuarial Gains / (Losses)
13
0.00
0.00
12,251.86
12,251.86
Balance on 31.12.2021
13
18,410,839.00
11,171,177.70
50,101,323.17
79,683,339.87
Net Profit / (Loss) for the period recorded in
total
13
0.00
0.00
11,231,061.64
11,231,061.64
Distribution of Profit for the year 2021
13,
25
0.00
0.00
(4,823,639.67)
(4,823,639.67)
Hedging result
11,
13
0.00
0.00
(329,406.80)
(329,406.80)
Balance on 31.12.2022
13
18,410,839.00
11,171,177.70
56,179,338.34
85,761,355.04
Annual Financial Report of 31.12.2022
72
4. Statement of Cash Flows
(Amounts in €)
GROUP
COMPANY
1.1-31.12.2022
1.1-31.12.2021
1.1-31.12.2022
1.1-31.12.2021
Operating Activities
Earnings before Tax (EBT)
14,178,286.63
18,662,961.40
13,717,580.83
18,020,648.56
Plus / minus adjustments for:
Depreciation & amortization
2,750,044.02
2,812,122.22
2,199,452.33
2,232,411.64
Amortization of grants
0.00
(199,280.68)
(87,319.77)
(168,041.18)
Provisions
31,523.95
32,641.44
30,923.95
32,641.44
Impairment of assets
323,363.02
294,140.99
717,738.35
650,000.00
Results (income, expenses, profit and loss) from
investment activity
(3,212,870.62)
(627,975.07)
(3,156,483.80)
(320,106.78)
Debit interest and related expenses
3,366,864.67
2,316,644.92
3,344,465.12
2,289,709.16
Plus/minus adjustments for changes in working
capital accounts or those related to operating
activities
Decrease / (increase) of inventories
(5,572,058.25)
(15,296,873.76)
(5,572,058.25)
(15,296,873.76)
Decrease / (increase) of receivables
(1,341,499.81)
(9,107,263.39)
(883,019.82)
(8,418,000.50)
(Decrease) / increase of liabilities (apart from
banks)
189,970.57
15,740,093.23
325,131.94
15,959,981.70
Minus:
Debit interest and related expenses paid
(3,303,432.77)
(1,974,306.53)
(3,304,150.38)
(2,048,909.16)
Taxes paid
(6,828,212.21)
(7,397.08)
(6,828,193.66)
(7,397.08)
Total inflows/(outflows) from operating activities
(a)
581,979.20
12,645,507.69
504,066.84
12,926,064.04
Investment Activities
Acquisition of subsidiaries, associates, joint
ventures and other investments
0.00
0.00
(10,000.00)
(340,000.00)
Proceeds from sale of subsidiaries, associates and
joint ventures
1,583,417.98
0.00
1,583,417.98
0.00
Purchase – Sale of Securities
104,692.03
995,420.32
104,692.03
995,420.32
Purchase of tangible and intangible fixed assets
(4,652,521.16)
(4,555,637.34)
(4,651,448.64)
(4,553,021.19)
Proceeds from sales of tangible and intangible
assets
5,286,046.80
465,709.68
5,286,046.80
465,709.68
Interest received
42.49
78.72
42.35
78.58
Total cash inflows/(outflows) from investment
activities (b)
2,321,678.14
(3,094,428.62)
2,312,750.52
(3,431,812.61)
Financial Activities
Proceeds from issued / undertaken loans
109,325,000.00
55,980,000.00
109,325,000.00
55,980,000.00
Loan repayments
(94,530,375.00)
(48,053,723.00)
(94,530,375.00)
(47,933,250.00)
Dividends payable
(4,812,967.12)
(654,072.34)
(4,812,967.12)
(654,072.34)
Total cash inflows/(outflows) from financial
activities (c)
9,981,657.88
7,272,204.66
9,981,657.88
7,392,677.66
Net increase / (decrease) in cash and cash
equivalents for the period (a) + (b) + (c)
12,885,315.22
16,823,283.73
12,798,475.24
16,886,929.09
Cash and cash equivalents at the beginning of the
period
26,573,940.06
9,750,656.33
26,323,191.21
9,436,262.12
Cash and cash equivalents at the end of the
period
39,459,255.28
26,573,940.06
39,121,666.45
26,323,191.21
Annual Financial Report of 31.12.2022
73
Notes on the Financial Statements
1. General Information
The company “ELASTRON S.A.- STEEL SERVICE CENTERS” was founded in 1958 as a Limited Liability
Company and in 1965 was converted to an S.A. Company. It has its headquarters in Greece, Aspropyrgos
Municipality (Ag. Ioannou venue, Stefani, PC 19300) and it is registered with the Ministry of Development,
General Secretariat of Commerce, Corporations and Credit Directorate, under S.A. Company Registration
Number 7365/06/B/86/32.
The Company’s main activity is the import, processing, and trade of steel, steel plates, iron and metal
goods, and similar goods.
The Company’s shares are listed and traded on the Athens Exchange since 1990.
The Company has no disputes in litigation or in arbitration, nor are there any decisions by judicial or
arbitration bodies that may have a significant impact on its financial position situation or operation.
The Company’s website is http://www.elastron.gr.
The Annual Financial Report of 31.12.2022 was approved by the Company’s Board of Directors on
20.04.2023.
2. Significant accounting principles used by the Group
2.1 New standards, interpretations and amendments to existing standards
The following new Standards, Interpretations and Amendments to Standards have been issued by the
International Accounting Standards Board (IASB), have been adopted by the European Union and their
application is mandatory from 1 January 2022 or after that date.
Unless it is otherwise started, all amendments and interpretations that are in effect for the first time in
year 2022 do not affect the Group’s consolidated financial statements. The Group did not proceed with
early adoption of any standards, interpretations or amendments issued by the IASB and adopted by the
European Union and which are not mandatory in the year 2022.
IAS 16 (Amendment) "Property, Plant and Equipment"
Amendments to IAS 16 "Property, Plant and Equipment" prohibit a company from deducting from the cost
of fixed assets amounts received from the sale of items produced during the preparation of such fixed
assets to be ready for use. Instead, the company recognizes these sales revenues and related costs in
the Income Statement.
IAS 37 (Amendment) “Onerous contracts – Cost of fulfilling a contract”
The amendment clarifies that "the cost of performing a contract" includes the directly related cost of
performing that contract and the allocation of other costs directly related to its performance. The
amendment also clarifies that, before a separate provision is recognized for an onerous contract, an entity
recognizes any impairment loss on assets that were used to fulfil the contract, rather than on assets that
were solely dedicated to that contract.
IFRS 3 (Amendment) “Reference to the Conceptual Framework”
The amendment updated the standard in order to refer to the Conceptual Framework for Financial
Reporting issued in 2018 when determining what constitutes an asset or liability in a business
combination. In addition, an exemption was added for certain types of liabilities and contingent liabilities
acquired in a business combination. Finally, it is clarified that the acquirer must not recognize contingent
assets, as defined in IAS 37, at the date of acquisition.
Annual Financial Report of 31.12.2022
74
Annual Improvements in IFRS 2018–2020
IFRS 1 "First-time Adoption of International Financial Reporting Standards"
The amendment allows a subsidiary that transitions to IFRS after its parent to apply paragraph D16(a) of
IFRS 1 to measure cumulative exchange differences by using the amounts reported by its parent, which
are based on the parent's date of transition to IFRS.
IFRS 9 "Financial instruments"
The amendment examines which expenses should be included in 10% assessment for the de-recognition
of financial liabilities. Under the amendment, costs or fees paid to third parties will not be included in the
10% assessment.
IFRS 16 "Leases"
The amendment removed the example for payments by the lessor in respect of leasehold improvements
in illustrative example 13 of the standard.
2.2 New Standards, Interpretations, Revisions and Amendments of Existing Standards that have
not been applied earlier or have not been adopted by the European Union.
The following amendments are not expected to have a material impact on the financial statements of the
Company (or the Group) unless otherwise stated.
IFRS 17 "Insurance Contracts" (effective for annual periods beginning on or after 01/01/2023)
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an intermediate Standard, IFRS
4. The purpose of the IASB project was to develop a single principle-based standard for accounting for
all types of insurance contracts, including reinsurance contracts held by an insurance company. A single
principle-based Standard will enhance the comparability of financial reporting between entities,
jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply to financial
information related to the insurance contracts that are being issued and the reinsurance contracts that
are being held. In addition, in June 2020, the IASB issued amendments which, however, do not affect the
fundamental principles introduced when IFRS 17 was first adopted. The amendments are designed to
reduce costs by simplifying certain requirements of the Standard, to lead to a more justifiable economic
return as well as to facilitate the transition by postponing the date of application of the Standard for 2023,
while providing additional assistance to reduce the effort required during the first application of the
Standard.
The Group will consider the impact of all of the above on its Financial Statements, although it is expected
that there will be no impact. The above have been adopted by the European Union with date of entry into
force on 01/01/2023.
Amendments to IAS 1 "Classification of Liabilities as Short-Term or Long-Term" (effective for
annual periods beginning on or after 01/01/2024)
In January 2020, the IASB issued amendments to IAS 1 that affect the presentation requirements of
liabilities. In particular, the amendments clarify one of the criteria for classifying a liability as long-term,
the requirement for an entity to have the right to defer the settlement of the liability for at least 12 months
after the reporting period. The amendments include: (a) clarification that an entity's right to defer
settlement should exist at the reporting date; (b) clarification that the liability classification is not affected
by Management 's intentions or expectations regarding the exercise of the deferral of settlement; (c)
explain how lending conditions affect the classification; and (d) clarify the requirements for the
classification of liabilities of an entity that it is going to, or is likely to, make the respective settlement
through the issuance of its own equity instruments. In addition, in July 2020, the IASB issued an
amendment to postpone by one year the effective date of the amendment originally issued in IAS 1, as a
result of the spread of the Covid-19 pandemic.
Annual Financial Report of 31.12.2022
75
However, in October 2022, IASB issued an additional amendment aimed at improving the information
companies provide about long-term debt commitments. IAS 1 requires a company to classify a loan as
non-current only if the company can avoid settling the particular loan within 12 months after the reporting
date. However, a company's ability to do so often depends on compliance with its commitments. The
amendments to IAS 1 specify that commitments to be met after the reporting date do not affect the
classification of the loan as short-term or long-term at the reporting date. Instead, the amendments to the
standard require a company to disclose information about these commitments in the notes attached to
the financial statements. The amendments are effective for annual periods beginning on or after January
1, 2024, while early adoption is also permitted.
The Group will consider the impact of all of the above on its Financial Statements, although it is expected
that there will be no impact. The above have not been adopted by the European Union.
Amendments to IAS 1 "Presentation of Financial Statements" (effective for annual periods
beginning on or after 01/01/2023)
In February 2021, the IASB issued limited-purpose amendments relating to disclosures in accounting
policies. The purpose of the amendments is to improve the disclosures of accounting policies in order to
provide more useful information to investors and other users of the Financial Statements. More
specifically, the amendments require the disclosure of important information relating to accounting
policies, rather than the disclosure of significant accounting policies. The Group will consider the impact
of all of the above on its Financial Statements, although it is expected that there will be no impact. The
above have been adopted by the European Union with an effective date of 01/01/2023.
Amendments to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates" (effective for annual periods beginning on or after 01/01/2023)
In February 2021, the IASB issued limited-purpose amendments that clarify the difference between a
change in accounting estimate and a change in accounting policy. This distinction is important, as the
change in accounting is applied without retroactive effect and only for future transactions and other future
events, in contrast to the change in accounting policy that has retroactive effect and applies to transactions
and other events of the past. The Group will consider the impact of all of the above on its Financial
Statements, although it is expected that there will be no impact. The above have been adopted by the
European Union with an effective date of 01/01/2023.
Amendments to IAS 12 "Income Taxes: Deferred Tax Related to Receivables and Liabilities Arising
from a Single Transaction" (effective for annual periods beginning on or after 01/01/2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to determine how entities should handle
deferred tax arising on transactions such as leases and de-commitments - transactions that entities
recognize at the same time a receivable and a liability. In certain cases, entities are exempt from
recognizing deferred tax when they recognize receivables or liabilities for the first time. The amendments
clarify that this exemption does not apply and entities are required to recognize deferred tax on those
transactions. The Group will consider the impact of all of the above on its Financial Statements, although
it is expected that there will be no impact. The above have been adopted by the European Union with a
starting effective date on 01/01/2023.
Amendments to IFRS 17 "Insurance Contracts: First-time Adoption of IFRS 17 and IFRS 9 -
Comparative Period Information" (effective for annual periods beginning on or after 01/01/2023)
In December 2021, the IASB issued a limited-purpose amendment to the transition requirements to IFRS
17 in order to address a significant issue related to the provisional accounting mismatch between liabilities
from insurance contracts and financial assets in the context of the comparative information of the first
application of IFRS 17 "Insurance Contracts" and IFRS 9 "Financial Instruments". The amendment is
intended to improve the usefulness of the financial information presented in the comparative period for
users of the Financial Statements. The Group will examine the impact of all of the above on its Financial
Statements, although they are not expected to have any. The above standard has been adopted by the
European Union with an effective date as of 01/01/2023.
Annual Financial Report of 31.12.2022
76
Amendments to IFRS 16 "Leases: Lease Obligations on a Sale and Leaseback" (effective for
annual periods beginning on or after 01/01/2024)
In September 2022, IASB issued limited-purpose amendments to IFRS 16 “Leases” that add requirements
on how a company accounts for a sale and leaseback after the date of the transaction. A sale and
leaseback is a transaction in which, a company sells an asset and leases the same asset back for a period
of time from the new owner. IFRS 16 includes requirements regarding the accounting treatment of a sale
and leaseback at the date when the transaction takes place. However, the Standard did not specify how
to measure the transaction after that date. The issued amendments add to the requirements of IFRS 16
regarding sale and leaseback, thus supporting the consistent application of the accounting standard.
These amendments will not change the accounting treatment for leases other than those arising from a
sale and leaseback transaction. The Group will examine the impact of all of the above on its Financial
Statements, although they are not expected to have any. The above have not been adopted by the
European Union.
2.3 Basis for Preparation of the Financial Statements
ELASTRON S.A Company and Group financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and Interpretations, as such have been adopted by
the European Union. The transition date of the Group to IFRS was set as January 1
st
2004, during which
the Opening Balance Sheet was prepared.
The preparation of the financial statements in accordance with generally accepted accounting principles
requires the use of evaluations and assumptions that affect the balances of asset and liabilities accounts,
the disclosure of contingent receivables and payables on the preparation date of the financial statements,
as well as the reported income during the financial periods in question. Even though these specific
evaluations are based on the Management’s (the Group’s) best knowledge, the actual results may
eventually differ from such estimates.
2.4 Consolidation
The consolidated financial statements consist of the financial statements of the parent Company
ELASTRON S.A. STEEL SERVICE CENTERS and the other Group companies, which are the following:
Annual Financial Report of 31.12.2022
77
Amounts in €
COMPANY
DOMICILE
BUSINESS
ACTIVITY
PARTICIPATION
STAKE
PARTICIPATION
COST
NORTHERN
GREECE METAL
PRODUCTS S.A.
Thessaloniki
Commerce and
processing of steel
products
100.00%
10,718,000
BALKAN IRON
GROUP S.R.L.
Bucharest,
Romania
Commerce and
processing of steel
products
33.33%
(Joint Venture)
800,000
KALPINIS SIMOS
BULGARIA EOOD
Sofia, Bulgaria
Commerce and
processing of steel
products
100.00%
10,000
PHOTODEVELOP
MENT SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
98.6%
325,500
PHOTOENERGY
SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
ILIOSKOPIO SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
PHOTOKYPSELI
SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
PHOTOISXYS LTD
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
100.00%
80,000
THRACE
GREENHOUSES
S.A.
Xanthi
Production of
agricultural
products from
glasshouse
cultivations
49.09%
3,485,000
GAURA Ltd
Cyprus
Holding company
100.00%
7,650.00
ELASTRON
LOGISTICS SINGLE
PERSON IKE
Thessaloniki
Transportation and
supply
management
services
100.00%
10,000
* The participation cost does not include any impairment. The impairments of participation interests are analytically presented in
note 21.
It is noted that in September 2022 an industrial property, along with the corresponding photovoltaic (P/V)
installation on its roof, was sold in the area of Skaramangas, resulting into the corresponding sale of the
Group’s subsidiary company FOTODIODOS SA.
In the financial statements of the Group of 31.12.2022, the investments in related companies, subsidiaries
and joint ventures are analyzed as follows:
Annual Financial Report of 31.12.2022
78
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
KALPINIS SIMOS BULGARIA EOOD
0.00
0.00
10,000.00
10,000.00
NORTHERN GREECE METAL PRODUCTS
S.A.
0.00
0.00
7,268,350.00
7,587,000.00
GAURA LIMITED (Cyprus)
0.00
0.00
8,650.00
8,650.00
COMPANIES OF PHOTOVOLTAIC
STATIONS
0.00
0.00
932,000.00
1,197,533.70
BALKAN IRON GROUP S.R.L.
280,365.40
311,482.91
450,000.00
530,000.00
THRACE GREENHOUSES SA
4,705,515.18
4,272,760.94
3,485,000.00
3,485,000.00
ELSTRON LOGISTICS SINGLE PERSON ΙΚΕ
0.00
0.00
10,000.00
0.00
Total
4,985,880.58
4,584,243.85
12,164,000.00
12,818,183.70
Cross-company transactions, balances and unrealized profit from transactions between the companies
of the Group are written-off. The unrealized losses are also written-off, unless the transaction provides
indications of impairment of the transferred asset. During the acquisition of a company, the assets,
liabilities as well as contingent obligations acquired are estimated at fair value on the acquisition date.
The acquisition cost, by the amount that exceeds the fair value of the acquired net assets (assets –
liabilities – contingent obligations), is recorded as goodwill in the financial year when the acquisition took
place.
In the event that the acquisition cost is less than the above fair value, the difference is recorded in the
results of the financial year when the acquisition took place. Minority interest is recorded according to its
proportion on fair value. In subsequent financial years, any losses are proportionally distributed to the
minority, in addition to minority interest.
The results of the acquired or sold subsidiaries within the financial year are included in the consolidated
statement of results from or until the date of acquisition or sale, respectively. The accounting principles of
the Group’s companies have been amended so as to conform to those adopted by the Group. The
participation of the above companies in the ELASTRON S.A. Company financial statements is measured
at acquisition cost, minus any provision for impairment of their value.
2.5 Foreign Exchange translations
The reference currency of the Group is the Euro and therefore the financial statements are presented in
Euro (€). Transactions in foreign currency are translated to Euro using the applicable exchange rates on
the date of the transactions. Receivables and liabilities in foreign currency on the date the financial
statements were prepared are adjusted so as to reflect the exchange rates prevailing during the
preparation date. The profits and losses that arise from such transactions are recorded in the results.
The operating currency of foreign subsidiaries is the official currency of the country where each respective
company operates. As regards to foreign subsidiaries which operate in a country with a currency other
than the Euro, all balance sheet figures of such during the preparation of the Financial Statements, are
translated to Euro using the spot exchange rate as at the financial statements date, while the revenues
and expenses are translated using the average exchange rate during the reporting period. The cumulative
difference that results from the aforementioned conversion is registered directly in equity until the sale,
write-off or de-recognition of a subsidiary, in which case such are transferred to the results.
2.6 Consolidated Financial Statements
(a) Subsidiaries
Subsidiaries are companies over which the parent Company exercises control. The subsidiaries are fully
consolidated using the full consolidation method from the date whereupon control over them is acquired
and they stop being consolidated from the date upon which such control ceases to exist. The inter-
Annual Financial Report of 31.12.2022
79
company balances between the Group’s companies, transactions between the Group’s companies, as
well as the unrealized profits are fully written-off in the consolidated financial statements. The consolidated
financial statements are prepared using the same accounting principles, while necessary adjustments are
made whenever deemed necessary. Investments in subsidiaries are registered at acquisition cost minus
any impairment.
(b) Related – Associate companies
Associated companies are those over which the parent Company exercises substantial influence and
which are not considered subsidiaries or joint ventures. In general, ownership of 20% to 50% of voting
rights indicates the existence of substantial influence. Investments in related companies are accounted
for using the net equity method and are initially registered at acquisition cost.
(c) Joint Ventures (Entities under joint control)
The entity under joint control is a joint venture that consists of the incorporation of a company in which
each participant receives a share. It operates like any other entity except that there is a contractual
arrangement between the participants that determines the joint control of the entity’s financial activities.
From 01.01.2013, the Company consolidates its stake in joint ventures using the equity consolidation
method.
2.7 Tangible Fixed Assets
Tangible assets are recorded in the financial statements at their acquisition cost (historical cost) minus
accumulated depreciation and any impairment in value. The acquisition cost of land plots and buildings/
building installations was determined on the transition date to market value. The Group assigned the
appraisal of its properties to an independent appraiser in order to record such at fair value on the transition
date. The acquisition cost includes all the expenses directly attributable to the acquisition of the assets.
Subsequent additions and improvements are recorded as an increase in the cost of related assets, given
that such increase the useful life or production capacity of the asset or decrease its operating cost. Repairs
and maintenance are recorded as expenses in the period during which such were carried out.
Depreciation of tangible assets (apart from land plots, which are not depreciated) is calculated based on
the straight-line method over their estimated useful (economic) life. The economic life is reviewed on
annual basis.
The Management makes estimates regarding the economic life of the depreciated fixed assets which
represent the expected use of the assets and are subject to periodic review. The Management in the fiscal
year 2019 re-examined and updated the economic life of the tangible fixed assets.
The estimated useful life per class of fixed assets is as follows:
Fixed asset category
Economic Life
Buildings / Building Installations etc.
25 - 50 years
Mechanical Equipment etc.
10 - 33 years
Vehicles
06 - 20 years
Other Equipment
03 - 20 years
When the book value of tangible assets exceeds their recoverable value, the difference (impairment) is
recorded as an expense in the results. The related cost and accumulated depreciations of assets that are
sold or withdrawn are written off from the corresponding accounts at the time of withdrawal or sale, and
corresponding profits or losses are recorded in the period’s results.
2.8 Intangible Assets
Intangible assets include software, which is valued at acquisition cost minus amortization. The
amortization is estimated using the straight line method throughout the useful life of such assets, which is
approximately up to 10 years. The expenditures required for the maintenance of software are recorded
as expenses when they occur. The expenditures made for the development of certain software products
that are controlled by the Group (in-house developments) are recorded as intangible assets when the
Annual Financial Report of 31.12.2022
80
following conditions are fulfilled: a) a certain asset is generated; b) it is likely that the generated asset will
result into future economic benefits; and c) the development cost can be reliably estimated. Such
expenditures include personnel fees and proportional general expenses. In case of software replacement
from a new product, if the old one is not being used any longer then it is deleted from the Registry of Fixed
Assets and its net book value affects the results for the year. In case of software upgrade, the particular
cost is added to the acquisition cost and the amortization is calculated in the new acquisition cost. The
economic life is reviewed on annual basis.
2.9 Investment property
Investments property corresponds to property (land plots or buildings or part of a building or both) that
are owned (by the owner or by the lessee with financial leasing) in order to yield rents or an increase in
their value or both, and not for:
• Use in production (plants) or procurement of goods (warehouses) or for administrative purposes
(office buildings);
• Sale in the regular course of the Company’s business.
Investments property is valued according to the acquisition cost method (in the exact manner as
operational property) and is recorded in the balance sheet at acquisition cost minus accumulated
amortization and accumulated impairment losses.
2.10 Non-current assets held for sale and discontinued activities
Accounting treatment of the assets that are held for sale and presentation and disclosure of the
discontinued activities:
The non-current assets held for sale are classified as held for sale if their net book value is going to be
recovered through their sale and not through their continuous use. This condition is considered to be valid
only if the sale is very likely to occur and the asset is readily available for sale in its existing condition. The
Management must be willing to make the sale which is expected to occur either based on the time period
defined in the contractual commitment or within a year from the above classification.
a) assets that fulfill the classification criteria of being held for sale should be valued at the lowest value
between the book value and the fair market value minus the sales cost, while the amortization of these
assets should cease, and
b) The assets that fulfill the classification criteria of being held for sale should be separately presented in
the statement of financial position and the results of the discontinued operations should be separately
presented in the results.
A discontinued activity comprises part of an economic entity that has been either allocated or classified
as held for sale and:
a) Represents a separate and significant part of business activities or a geographic area of business
operations,
b) Comprises part of a unified and coordinated program in the liquidation (sale) of a large part of
activities or a geographic area of operations or
c) It is a subsidiary which was acquired exclusively with the prospect to be resold.
2.11 Impairment review of tangible and intangible assets
Assets that are depreciated are subject to an impairment review when there are indications that their book
value is not recoverable. Recoverable value is the larger value between the net sale value (selling price
less selling expenses) and value in use. Loss due to impairment of assets is recognized when the book
value of these items or the cash-flow generating units is greater than their recoverable amount.
2.12 Segment reporting
The Management adopts the approach of presenting segment information, based on the manner in which
such is presented internally to those that make decisions for the allocation of resources and the audit of
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the effectiveness of the company’s operations. The segments constitute parts of an entity that are
reviewed regularly by the entity’s CEO / Board of Directors and are presented in the financial statements
according to this internal categorization.
A business segment is defined as a group of assets and operations which include products and services
that are subject to different risks and returns than those of other business segments. A geographic
segment is defined as a geographic area where products and services are provided and which is subject
to different risks and returns than other areas.
2.13 Borrowing Cost
The underwriting, legal, and other direct costs incurred related to the issue of a loan, readjust the
borrowing amount recorded in the Results based on the effective interest rate method for the duration of
the loan agreement. The borrowing costs are recorded in the results on the date they are incurred. The
amount of the borrowing cost that corresponds to the construction period of tangible fixed assets is
recognized as an increase to the latter’s value.
2.14 Financial Assets (instruments)
A financial instrument constitutes any contract which generates a financial asset in a company and a
financial liability or an equity participation in another company.
Initial Recognition
The Group measures the financial assets and financial liabilities during the initial recognition at fair value
plus/minus the transaction costs which are related to the acquisition of financial assets or the issuance of
financial liabilities respectively. The Group initially recognizes the trade receivables which do not
incorporate any significant financing part in their transaction price.
The financial assets are being classified according to the business model of the economic entity
concerning the management of the financial assets and their contractual cash flows.
The Group has a business model via which it manages the financial assets whereas this model reflects
the manner by which the Group manages the assets in order to generate cash flows. In order for a financial
asset to be classified and valued at the net book value or at the fair value via the comprehensive income,
cash flows should emanate from them and be “solely payments of interest and principal” (SPPI) on the
initial capital. This assessment is referred to as SPPI test and is reviewed at the level of financial items.
The business model defines whether the cash flows will derive from the collection of contractual cash
flows, sale of financial assets or from both. The Group reassesses the business model at each reporting
period in order to determine if the business model has changed in comparison with the previous reporting
period. For the current reporting periods of the current fiscal year, the Group did not detect any change in
its business model.
Subsequent Measurement
The financial assets are being classified in one of the following three categories, which in turn determine
their subsequent measurement:
• The net depreciated cost
• The fair value via the other comprehensive income and
• The fair value via the results
A financial asset is measured at the amortized or net depreciated cost whenever the following two
conditions are simultaneously in effect:
• The financial asset is owned for holding purposes and for the collection of the contractual cash
flows embedded in the asset, and
• The contractual terms of the asset lead, in certain dates, into cash flows which are exclusively
payments of capital and interest on the outstanding balance of the capital.
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A financial asset is measured at fair value via the other comprehensive income whenever the following
two conditions are simultaneously in effect:
• The asset is being held for both the collection of the contractual cash flows embedded in this and
its sale, and
• The contractual terms of the asset lead in certain dates into cash flows which are exclusively
payments of capital and interest on the outstanding balance of the capital.
A financial asset is measured at fair value via the results when it is not classified under the two previous
categories. However upon the initial recognition, an economic entity may select irrevocably for certain
investments in participating securities to depict subsequent changes in their fair value through the other
comprehensive income. Otherwise, these would have been measured at fair value and would have been
accounted for via the results.
There is also the option, upon the initial recognition, for the economic entity to determine irrevocably a
financial asset as being measured at fair value through the results if by this manner the entity is in position
to either reduce notably or to eliminate an inconsistency in the measurement or the recognition
(sometimes referred to as “accounting inconsistency”) which otherwise would have emerged from the
measurement of the financial assets or liabilities, or from the recognition of the profits or losses on these
according to different bases.
The economic entity reclassifies financial assets whenever it modifies the business model it applies for
their management.
Embedded Derivatives
According to IFRS 9, if the host contract in a financial item that also includes embedded derivatives is a
financial asset, then the principles of classification and measurement described above are being applied
for the entire hybrid contract. In other words, there is no requirement for separating the derivative from
the host contract as it was the case by IAS 39.
A separation may be required under certain conditions when the host contract is not a financial asset.
Impairment of Financial Assets
IFRS 9 introduces a new impairment model for financial assets, which is the one of the expected credit
losses.
A loss allowance or provision against the expected credit losses is recognized in the financial assets
which are measured at the net amortized cost or at fair value through the other comprehensive income.
The economic entity should recognize a loss provision equal with the expected credit losses of the 12-
month period. If the credit risk of a financial instrument significantly increases as compared to the initial
recognition, then the economic entity recognizes a loss provision at an amount equal to the expected
credit losses during the entire life of the financial instrument (lifetime expected credit losses).
The Group and the Company for the purposes of measuring the expected credit losses of trade
receivables throughout their lifetime applies a statistical method that evaluates the maturity of other
customers, the frequency of delays (probability of default PD) and the occurrence of permanent damage
(delay beyond 12 months - Loss Given Default - LGD). At each balance sheet date, the Group performs
an impairment test of receivables by using a table for the calculation of expected credit losses (ECL). As
result, the Group recognizes a percentage loss based on the ECL during the entire life, at each reporting
period. This percentage is calculated on the basis of historic data, current market conditions as well as
future estimates at the end of each reporting period taking into account the terms of the credit insurance
of trade receivables as well as other insurances (pledges written on the ownership of debtors, personal
guarantees and bank letters of guarantee).
In order to measure the expected credit losses, customers have been evaluated individually and at the
level of their transaction with the Company, assessing at a depth of four years the cases in which
payments are made with a delay of more than 90 days beyond the agreed payment terms. From this
assessment, the possibility of delays (PD) is obtained, which is converted into a provision for default over
the next 12 months (PD), and then the percentage of the overdue balance is accurately measured, which
is finally collected within 12 months from the time of the delay. On the one hand, these two measurements
give the possibility of delay (PD), on the other hand they also assess the severity of damage during failure
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(LGD), allowing the calculation of ECL in a reliable statistical way. At the same time, a third econometric
model for estimating the default balance (EAD – Exposure at Default) is applied, which on the one hand
takes into account at the balance sheet date the part of the receivables that is already in default state and
the serviced part of the balance which has a specific probability of becoming overdue in the future. Before
a new customer is accepted, the Group uses external credit information to assess the new customer's
creditworthiness and solvency and thus set its credit limit. Credit limits are reviewed and, if necessary,
revised periodically.
Termination of recognition of financial assets and liabilities
The de-recognition model of IFRS 9 remains the same with the one of IAS 39. If the contractual rights of
the economic entity on the cash flows of an asset cease to exist or its contractual obligations have been
fully repaid, then the economic entity will de-recognize the financial instrument or the financial liability from
the statement of financial position.
Hedge Accounting
The new hedge accounting model offered by IFRS 9 relates the hedge accounting (which continues to be
optional as in the case of IAS 39) with the risk management activities undertaken by the companies during
the hedging process of the financial and non-financial risks.
IFRS 9 offers more options regarding the hedging instruments as it includes the use of non-derivative
financial assets or financial liabilities, which are being measured at fair value through results.
IFRS 9 allows for the hedging of a component item of a financial instrument if this item is distinctly
recognizable and the changes in the cash flows or the fair value can be reliably measured and estimated.
With regard to the hedge effectiveness control, IFRS 9 introduces principle-based criteria without certain
arithmetic limits. According to the new standard, a hedging relation should cover the entire requirements
of effectiveness as per below:
- There is economic relation between the hedged item and the hedging instrument,
- The effect of the credit risk does not exceed the changes in the value arising from the above
relation, and
- The hedging coefficient is determined according to the actual quantities of the hedged item and
the hedging instrument.
The rebalancing of the hedging relation (adjustments made in predefined quantities of the hedged item or
the hedging instrument within an existing hedging relation) according to IFRS 9 is being treated on an
accounting basis as continuation of the hedging relation.
2.15 Inventories
Inventories are measured at the lower value between acquisition or production cost and their net
liquidation value.
The cost is determined by the weighted average cost method and includes expenses for acquiring the
inventories or expenses for their production and the expenses for transporting them to their storage
location. Borrowing cost is not included in the acquisition cost of inventories.
The net liquidation value is estimated based on the current selling price of inventories in the context of
normal activity, minus the given distribution cost, where applicable.
2.16 Trade receivables
The trade receivables are initially recognized at fair value and then are being valued at the net cost minus
provisions from impairments, by utilizing the effective (real) interest rate method.
The Group initially recognizes the trade receivables when the part of financing incorporated in their
transaction price is not significant.
The trade receivables include bills of exchange and notes receivables from the customers.
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The Group and the Company for the purposes of measuring the expected credit losses of trade
receivables throughout their lifetime apply a statistical method that evaluates the maturity of other
customers, the frequency of delays (probability of default PD) and the occurrence of permanent damage
(delay beyond 12 months - Loss Given Default - LGD). At each balance sheet date, the Group performs
an impairment test of receivables by using a table for the calculation of expected credit losses (ECL). As
result, the Group recognizes a percentage loss based on the ECL during the entire life of the trade
receivables at each reporting period. This percentage is calculated on the basis of historic data, current
market conditions as well as future estimates at the end of each reporting period taking into account the
terms of the credit insurance of trade receivables as well as other insurances (pledges written on the
ownership of debtors, personal guarantees and bank letters of guarantee).
In order to measure the expected credit losses, customers have been evaluated individually and at the
level of their transaction with the Company, assessing at a depth of three years the cases in which
payments are made with a delay of more than 90 days beyond the agreed payment terms. From this
assessment, the possibility of delays (PD) is obtained, which is converted into a provision for default over
the next 12 months (PD), and then the percentage of the overdue balance is accurately measured, which
is finally collected within 12 months from the time of the delay. On the one hand, these two measurements
give the possibility of delay (PD), on the other hand they also assess the severity of damage during failure
(LGD), allowing the calculation of ECL in a reliable statistical way. At the same time, a third econometric
model for estimating the default balance (EAD – Exposure at Default) is applied, which on the one hand
takes into account at the balance sheet date the part of the receivables that is already in default state and
the serviced part of the balance which has a specific probability of becoming overdue in the future. Before
a new customer is accepted, the Group uses external credit information to assess the new customer's
creditworthiness and solvency and thus set its credit limit. Credit limits are reviewed and, if necessary,
revised periodically.
2.17 Cash and cash equivalents
Cash and cash equivalents include cash in hand as well as sight and term deposits.
2.18 Share capital and reserves
Share capital includes common registered shares of the Company and reserves from the issue of shares
above par (share premium). Expenses that were made for the issue of shares are recorded following the
deduction of the relevant income tax, minus the issue product, in the share premium. The costs realized
on the issue of shares, appear after deducting the related income tax in reduction of the issue proceeds,
in the share premium. Each profit or loss from the sale of treasury shares, net of any transaction related
costs and income tax, if provided by such a case, is recorded as reserve in the equity.
2.19 Loans
Loans are initially recorded at fair value minus by any direct costs for the implementation of the
transaction. They are subsequently measured at the net book cost, using the effective interest rate
method. Loans for which the Company is entitled to defer repayment for more than 12 months are
considered long term.
2.20 Income Tax – Deferred Income Tax
The burden of the financial year with income tax includes current taxes and deferred taxes, namely taxes
or tax deductions related to the economic benefits arising in the current period but which have already
been accounted for or will be accounted for by the tax authorities in different periods.
Deferred tax is calculated upon all the temporary differences of the balance sheet (the difference between
the book value of each asset and its corresponding recognized tax value).
Concerning readjustment for non-depreciated fixed assets (sports fields, etc.) at their fair value, the
deferred tax is calculated upon their liquidation (selling) value.
The cost of deferred taxes burdens the results of the financial year in which such are accounted. However,
in the event that the temporary differences have been recorded in equity, the corresponding deferred tax
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is directly recorded in equity.
Deferred tax is not recorded for a tax liability that may be created solely pursuant to a decision made by
the Company.
Deferred tax assets and liabilities are valued based on the expected tax rates to be applied during the
fiscal period when the asset or liability will be settled, after considering the tax rates (and tax laws) in
effect up to the Balance Sheet date. In case where the reversal time of the temporary differences cannot
be determined, the tax rate to be applied is the tax rate in effect as of the date following the Balance Sheet
date.
The recording of an asset for deferred income tax occurs only when there is certainty that the Company
will achieve profits in the future, in order to offset the present asset with the future tax liability.
The loss during a financial year that is carried forward to the next financial year in order to offset the
taxable profits of a following financial year contains a tax asset equal to the income tax that will be to the
benefit of the Company in the next financial year in which the offsetting will occur. This asset is recorded
when it is deemed certain that the Company will achieve profits in the future in order for it to be possible
to offset the liability.
When there is a change in tax legislation, the tax liabilities and assets recorded in the books are adjusted
accordingly. The adjustment differences are accounted for in the financial year results.
The tax rates in the countries where the Group activates are the following:
Country
Tax Rates / Deferred
Tax Rates
Greece
22.00%
Romania
16.00%
Bulgaria
10.00%
Chapter 24 hereof lists the Company's and its Subsidiaries’ unaudited fiscal years from a taxation
perspective.
2.21 Employee benefits
(a) Short-Term Benefits:
Short-term employee benefits in cash and in goods are recorded as expenses when such become
accrued.
(b) Post-employment benefits
According to the clauses of L. 2112/1920, as it was amended by the article 74, paragraph 2, Law
3863/2010 and complemented by Law 3899/17–12–10, article 17, paragraph 5a and Law 4093/2012, the
Greek companies of the Group pay indemnities to the pensioners, whereas the respective amount of
these indemnities depends on the years of prior service and the level of remuneration. The program is
viewed as a defined benefit plan. Post-employment benefits include both defined contribution plans as
well as defined benefit plans.
The accrued cost of the defined contribution plans is recorded as expense in the period it refers to.
The liabilities emerging from the defined benefit plans to employees are calculated in the discounted value
of the future benefits granted to the personnel and have been defined as accrued at the balance sheet
date. The commitment for the defined benefit is calculated annually from independent actuarial
professional with the use of the projected unit credit method.
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The actuarial gains and losses emerging from empirical adjustments and from changes in the actuarial
assumptions, are recognized in the other comprehensive income of the period they refer to.
The prior service cost is directly recognized in the results.
(c) Benefits of service termination
The benefits of service termination are payable when the Group either terminates the employment of
employees prior to retirement, or following a decision made by employees to accept the benefits offered
from the Group in exchange for their employment termination. The Group recognizes the benefits for
employment termination as liability and expense during the earliest of the following dates: a) when the
economic entity is not able any longer to withdraw the offer of these benefits and b) when the economic
entity recognizes the restructuring cost which relates to the field of IAS 37 and results into the payment
of benefits for service termination. Benefits for service termination which are due for 12 months after the
balance sheet date are discounted.
(d) State Pension Plans
The human resources of the Group’s Greek companies are mainly covered by the primary State Pension
Fund which concerns the private sector (EFKA) and grants pension and healthcare benefits. Each
employee is obliged to contribute part of the monthly salary into the state pension fund, whereas another
part of the insurance contribution is covered by the employer. At the time of retirement, the pension fund
is responsible for granting the pension benefits to the employees. As result, the Group has no legal or
implied obligation for the payment of the future benefits based on this program. The accrued cost of the
contributions is recorded as an expense in the corresponding period. This program is considered and is
accounted for as a defined contribution plan.
2.22 Provisions
Conditions for recording provisions:
• Legal Commitment
Contract, Legislation, or other application of the Law.
• or Constructive Obligation
This is an obligation that arises from past Company practice, published practices or a specific public
statement.
• Reliable estimate of the amount
• Arises from past events (present obligation)
• Possible outflow of economic resources is possible from the settlement of the obligation.
The conditions for registration of provisions must apply cumulatively. A provision shall only be registered
where the obligation exists, regardless of future Company actions. Where the Company can avoid the
expense, no obligation exists and no provision is registered. A Board decision does not suffice for the
registration of a provision, since the Board of Directors may revoke its decision. A provision may also
represent future expenses necessary for the acquisition of future economic benefits. In these cases, the
amount of the provision is capitalized as an asset.
Provisions are reviewed at the end of each period and are adjusted in order to reflect the best possible
estimates and, where necessary, are discounted at a pre-tax discount rate.
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2.23 De-recognition of financial assets and liabilities
Financial assets
The financial assets (or depending on the case, the part of a financial asset or the part of a group of
financial assets) are being de-recognized when:
• The rights for the cash inflows have expired,
• The Group and the Company have transferred the right for the cash inflows emanating from
the particular asset or they have undertaken at the same time a liability towards third parties to fully repay
and without significant delay in the form of a transfer contract, while at the same time (a) they have either
transferred essentially all related risks and benefits or (b) they have not transferred essentially all the risks
and benefits but they have transferred to control of the particular asset.
Whenever the Group or the Company has transferred the rights for the cash inflows from the particular
asset but at the same time has not essentially transferred all risks and benefits or the control of the
particular asset, then this asset is recognized to the degree of the Group’s or Company’s continuing
participation in the particular asset. The continuing participation which has the form of a guarantee on the
transferred asset is being valued at the lowest value between the initial balance of the asset and the
maximum amount which the Group or Company may be called to pay.
Financial liabilities
The financial liabilities are being de-recognized when the liability is being suspended, cancelled or
expired. In the case of an existing liability being replaced by another one from the same lender but in
essence with different terms, or in the case of material changes in the terms of an existing liability, then
the initial liability is being de-recognized and a new liability is recognized, whereas the difference that may
arise in the balances is recognized in the results.
2.24 Recognition of income
Income includes the fair value of sales of goods and the provision of services, net of VAT, custom duties
and discounts and refunds.
Inter-Company income within the Group is written-off entirely.
Income recognition is carried out as follows:
(a) Income from sale of goods
The Group recognizes an income when it fulfills a contract-based obligation to a customer each time with
the delivery of the good or the provision of the service (which coincides with the time where the control of
the good or service is being transferred to the customer). If a contract includes more than one contractual
obligation, the total value of the contract is allocated into the separate obligations based on the separate
values of sale. The amount of the income which is being recognized is the amount that has been allocated
into the respective contractual obligation which has been fulfilled, on the basis of the price consideration
which the Group expects to receive based on the terms of the contract. Any variable price consideration
is included in the amount of the revenue that is being recognized, to the extent that the particular amount
will not be probably offset in the future.
The rights for future discounts based on the sales volume, are assessed by the Company, in order to be
determined whether they comprise essential or material rights which the customer would not have
obtained if the customer had not previously signed a particular contractual agreement. For all these rights
the Company assesses the probability of their exercise and later on, the part of income which corresponds
to the particular right is recognized when the right is either exercised or expires.
According to requirements of the new standard, the Company concluded that the future discounts on the
sales volume generate a right for which a relevant provision must be made and recognized at the time of
its exercise or expiration. The Company provides its customers with discounts on the sales volume
depending on the limits defined in contracts signed between the two parties. All these discounts are
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accounted for within the financial year and therefore the application of the new standard has zero effect
on the annual consolidated financial statements.
(b) Income from provision of services
Income from provision of services is recognized during the period when the service is rendered, during
the period of the provision of service to the customer, always in relation with the completion rate of the
service provided.
(c) Revenue from electricity generation
The revenue from the sale of electricity is recognized according to the monthly electricity production
provided to the Greek grid network and is confirmed by LAGIE (Operator of Electricity Market) and ADMIE
(Independent Power Transmission Operator) and which is considered to be the date on which the relevant
risks are incurred. Revenue also includes revenue for ancillary services received by ADMIE.
(d) Interest income
Interest income is recognized proportionally on time basis (accruals principle) and with the use of the
effective tax rate. Whenever there is an impairment of receivables, the book value of these receivables is
reduced to their recoverable amount which is the present value of the expected future cash flows
discounted with the initial effective tax rate where the discount is allocated as interest income.
(e) Income from dividends
Dividends are recognized as income whenever the right of the shareholders to collect them is being
finalized (meaning after the approval granted by the General Meeting).
2.25 Leases
The Group as a Lessor has only operating leases while as a Lessee it has both operating and financial
leases.
The Group has implemented IFRS 16 using the modified retroactive approach by recording the cumulative
effect of the initial application of this Standard as an adjustment to the balance of profit carried forward on
the first application date.
The Group as Lessee
The Group recognizes a right to use an asset and a liability to lease at the beginning of the lease. The
right of use is initially valued at the cost, which includes the amount of the initial recognition of the lease
liability, any lease payments made at the beginning or before the start of the lease minus any lease
incentives received, any initial direct costs and the valuation of the liability for any costs of restoring the
right to use an asset.
After initial recognition, the right of use is valued at the cost of acquisition reduced by any cumulative
depreciation and impairment losses and adjusted in the event of a reassessment of the lease liability.
The right of use is amortized by the straight line depreciation method until the end of the lease period,
unless the contract provides for the transfer of ownership of the underlying asset to the Group at the end
of the lease period. In this case, the right of use is amortized during the useful life of the underlying asset.
In addition, the right of use is tested for impairment losses, if any, and is adjusted in cases where there is
an adjustment of the lease liability.
The obligation to lease at initial recognition consists of the present value of future residual lease payments.
The Group uses the imputed rental interest rate to discount the remaining future leases and, where this
cannot be determined, uses the incremental borrowing rate (IBR).
Lease payments included in the valuation of lease liability comprise the following:
- fixed payments,
- variable payments depending on an indicator or an interest rate,
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- amounts expected to be paid on the basis of residual value guarantees,
- the price of the exercise of the purchase right that the Company considers that it will also exercise, as
well as penalties for termination of the lease, if the determination of the duration of the lease has taken
into account the exercise of the right of complaint (renouncement) by the Company.
After the start date of the lease period, the liability to lease decreases with the payment of the leases,
while it increases with the financial expense and is reassessed for any reassessments or modifications of
the lease.
A revaluation is made when there is a change in future lease payments that may result from a change in
an indicator or if there is a change in the Group's estimate of the amount expected to be paid for a residual
value guarantee, a change in the lease and a change in the estimate of exercising the right to purchase
the underlying item, if any. When the lease obligation is adjusted, a corresponding adjustment is made to
the book value of the right of use or is recorded in the results when the book value of the right of use is
reduced to zero.
According to the policy adopted by the Group, the right of use is recognized in the "Self-used fixed assets"
and the liability to lease separately from the other liabilities in the items "Long-term lease liabilities" and
"Short-term lease liabilities". In cases where the Company or the Group operates as a sub-lessor with an
operating lease, the right of use concerning the main contract is included in the category "Investment
Property".
The Group chose to use the exception provided by IFRS 16 and not to recognize the right to use and the
lease liability for leases whose duration does not exceed 12 months or for leases in which the underlying
asset is of low value (less than € 5,000 when new).
The Group as a Lessor
Financial Leases
In the case of financial leases, in which the Group operates as a lessor, the total amount of leases
provided for in the lease is entered into the category of loans and receivables against customers. The
difference between the present value (net investment) of leases and the total amount of leases is
recognized as non-accrued interest and is recorded as subtraction of the receivables. Receipts of leases
reduce the total receivables from leases, while financial income is recognized by the accrued method.
Receivables from financial leases are being tested for any value impairment, according to IFRS 9.
Operating leases
In the case of operating leases, the Group classifies the leased fixed asset as an asset, performing an
amortization charge based on its useful (economic) life. The amounts of leases, corresponding to the use
of the leased fixed asset, are recognized as income, in the category of other income, according to the
accrued method.
When the Company is an intermediate lessor, it evaluates the classification of the sublease by referring
to the right to use of main lease, i.e. the Company compares the terms of the main lease with those of the
sublease. Conversely, if the main lease is a short-term lease in which the Company applies the exception
described above, then it classifies the sublease as an operating lease. In this case, the Company
recognizes the amounts of the lease, corresponding to the sublease of the leased fixed asset as income,
in the category of other income, by the accrued method.
2.26 Reclassification of Items
No reclassifications have been made in the current year other than those mentioned in note 2.1.
2.27 Dividend distribution
Distribution of dividends to the parent Company’s shareholders is recorded as a liability in the financial
statements when distribution is approved by the shareholders’ General Meeting.
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2.28 Government Grants
Government grants are initially recognized in the Balance Sheet as deferred income, when the collection
of the grant is fairly certain and the Group is expected to comply with all required conditions. Grants that
concern the Group’s expenses are recognized as other operating income on a regular base in periods
when the respective expenses are recognized. Grants that concern the acquisition cost of the Group’s
assets are recognized as other operating income on a regular base according to the useful life of the
corresponding assets.
2.29 Earnings per share
Basic earnings per share are calculated by dividing the net earnings after taxes with the weighted average
number of shares during each financial year.
2.30 Long-term Receivables / Liabilities
Long term receivables and liabilities, which are without interest or bear an interest lower than the given
market rates, appear at their net present value. The discount differences are presented as financial
income / expenses in the Results of the given year in which they occur.
2.31 Related parties
Transactions and balances with related parties appear separately in the financial statements Such related
parties basically concern the major shareholders and the management of a business and/or its subsidiary
companies, companies with a joint ownership status and/or management with the business and the
consolidated subsidiaries or subsidiaries of these companies.
2.32 Capital management
It is the Group’s policy to maintain a strong capital base in order to retain investors’ and creditors’
confidence and so that its future development will be supported. Management monitors equity, which it
considers aggregately, with the exception of minority interest, so that the debt equity ratio (except for
Company deposits) will amount to less than between 2 and 2.5 to 1.
In accordance with Codified Law 4548/2018, regarding société anonymes (SAs), limitations are imposed
in relation to equity, as follows:
The acquisition of treasury shares, with the exception of acquisition with the intent of distribution to
employees, cannot exceed 10% of the paid share capital and cannot result in the decrease of equity to
an amount less than the amount of the share capital augmented by (a) the reserves for which distribution
is prohibited by Law or the Articles of Association, (b) the other credit items of the equity, which are not
allowed to be distributed and (c) the amounts of the credit items in the statement of income which are not
realized earnings.
In the event where the Company’s total equity amounts to less than ½ of share capital, the Board of
Directors is obligated to convene a General Meeting, within a period of six months from the end of the
financial year, which will decide on the dissolution of the Company or the adoption of another measure.
At least 1/20 of net earnings are deducted annually in order to form a statutory reserve, which is used
exclusively to counterbalance, before any dividend distribution, any debit balance of the statement of
income. The formation of this reserve is rendered optional when its amount reaches at least 1/3 of the
share capital.
The payment of annual dividends to shareholders in cash, to an amount at least 35% of net earnings,
after the deduction of the statutory reserve and the other credit items of the statement of income, which
are not due to realized gains, is mandatory. Non dividend distribution is applicable if decided by a General
Shareholders’ Meeting with increased quorum and by a majority of at least 80% of the fully paid share
capital represented in the meeting.
With the decision of the General Meeting which is based on increased quorum and by majority, earnings
which are distributable as a minimum dividend may be capitalized and allocated to all shareholders in the
form of shares calculated at their nominal value.
Annual Financial Report of 31.12.2022
91
3. Financial risk management
Risks and Uncertainties
The risks are managed by the Risk Management Unit, in collaboration with the other departments of the
Group and in accordance with the guidelines and approvals of the Company's Board of Directors.
Compliance with risk management policies and procedures is reviewed by the Internal Control Unit, which
carries out regular and extraordinary audits on the implementation of the procedures, the findings of which
are communicated to the Board of Directors.
In the context of its ordinary activity, the Group is exposed to two (2) main categories of risks which are
further subdivided into:
3) Business risk and operational risk
i. Risk of business & production interruption
The risk of business interruption refers to the Company’s inability to continue the production process either
due to a lack of specialized personnel or due to a defect or damage of the mechanical production
equipment. In order to deal with such phenomena, the responsible maintenance unit of the Company
carries out scheduled regular audits on all technical and mechanical equipment, monitoring the availability
of the necessary spare parts, as well as preserving the maintenance contracts with the main suppliers of
the equipment. By this way the Company is always capable of immediately restoring the flow of the
production process in the event of malfunction or damage.
ii. Risk of defective or unsuitable product
The risk of a defective or unsuitable product refers to a product that does not meet specific specifications
either based on international regulations and requirements, or based on the technical specifications of a
specific project. From this risk, the Group is exposed to potential damages and financial claims for refunds
which may have an impact on its reputation and financial results. In order to deal with the particular risk,
the Group carries out both quality controls in the production process and sample quality control of the
produced products. At the same time, the Group assigns to well-known international organizations the
necessary audits and also the certification of the production processes whenever applicable.
iii. Risk of lack of raw materials
The Group is exposed to the risk of not being able to supply the appropriate raw materials to ensure the
smooth flow of the production process and operation. The risk stems both from the international uncertain
geopolitical conditions (wars, strikes, disasters) and from policies that increase costs and make difficult
the attainment of the budgeted profitability. In order to reduce the impact of this risk, the Group implements
a policy of geographical dispersion of suppliers with regard to important raw materials, while at the same
time it maintains the appropriate safety inventory of materials in order to reduce the exposure to the risk
of lack of raw materials.
iv. Country risk
The headquarters, the production activity and the main commercial activity of the Group are located in
Greece. Therefore, political and economic factors affecting the country may also have an impact on the
operation and results of the Group. It is noted, however, that the prices of the Group's raw materials are
determined by the international markets and therefore they are affected by the international geopolitical
conditions outside the Greek territory. To reduce the risk from factors related to the country, as well as to
reduce dependence on the Greek market, the Groups generates more than 30% of its sales in the
international markets.
v. Risk of competition
The commercial activity of Elastron Group is mostly performed in the Greek market, while an increasing
percentage of sales, currently more than 30%, is also generated in the international markets. The
Annual Financial Report of 31.12.2022
92
competition risk refers to a potential reduction of market share, as well as the reduction of selling prices
due to competition from similar companies in the markets where the Group operates, with an impact on
the financial results. In order to reduce the risk of competition, the management of the Group closely
monitors the developments in the markets in which it operates with the aim of analyzing the competition
and adjusting the commercial and pricing policy whenever possible. At the same time, the Group through
the process of quality control closely monitors the observance of quality specifications as well as the
provision of the appropriate after-sales service with the aim of maintaining and also expanding its
customer base.
vi. Regulatory compliance risk
The Group is obliged to comply with a multitude of Regulations and Laws such as environmental and
labor legislation, regulations regarding installation, operation and production, personal data protection,
etc. In order to avoid risks and penalties from the non-observance or from the partial observance of laws
and regulations, the Group's legal department, in collaboration with the Company’s other departments,
monitors the timely and regular briefing of the competent officials regarding the obligations arising from
the legislation.
vii. Information technology risk
The Group is exposed to risks related to the security of information systems which may include loss of
business data, information, files, processes or damage caused to information storage equipment and
operating systems which may be due to malware, incorrect use, insufficient maintenance and
obsolescence of equipment. In order to reduce the risk of data loss and equipment damage, the
Company's IT department takes adequate security measures that include the application of specialized
protection software, maintenance of backup copies, as well as the performance of checks by certified
partners on the information systems in order to identify and resolve risks from potential security gaps.
4) Financial Risk
The financial risk management policy of the Group is focused on the volatility of financial markets with the
objective of minimizing the factors that may negatively affect its financial performance.
The risk management policy is applied in order to recognize and analyze risks which the Group faces, to
set limits on risks assumed and to apply controls to such limits. The systems and policies applied are
periodically reviewed to incorporate changes observed in market conditions and the Group’s activities.
The risk management is performed by the employees charged with the responsibilities of the Risk
Management Unit, in cooperation with the other departments of the Group and in accordance with the
guidelines and approvals of the Company's Board of Directors.
Adherence to risk management policies and procedures is controlled by the Internal Audit Department,
which performs ordinary and extraordinary audits on the application of procedures, the findings of which
are disclosed to the Board of Directors.
The financial risk of the Group consists of the following types of risk:
i. Credit risk
Due to the great dispersion of its clientele (no client exceeds 10% of total sales), the Group does not have
a significant concentration of credit risk. Based on the credit policy approved by the Group companies’
Board of Directors, all new clients are examined on an individual basis in terms of their creditworthiness
prior to the proposal of the standard payment terms. Credit limits are set for each client; these are
reviewed depending on ongoing conditions and, if necessary, the sales and collection terms are adjusted.
As a rule, customer credit limits are determined on the basis of the insurance limits set for them by the
insurance companies. While monitoring credit risk of customers, such are grouped according to their credit
profile, the maturity of their receivables and any prior collection problems that may have emerged.
Customer receivables mainly include the Group’s wholesale clients.
Annual Financial Report of 31.12.2022
93
Clients characterized as “high risk” are placed in a special client list and future sales are to be pre-collected
and approved by the Board of Directors. At the same time, the Group makes impairment provisions which
reflect its estimation on losses related to clients and other receivables.
This provision mainly consists of impairment loss of specific receivables which are estimated on the basis
of given conditions that such will be collected, but have not yet been finalized.
The amount of the impairment loss is estimated as the difference between the book value of receivables
and the present value of estimated future cash flows, discounted by the initial effective interest rate. The
impairment loss amount is accounted for as an expense in the results. Receivables which are assessed
as bad debts are written off.
The credit risk is limited to 10% of the total trade receivables, on the basis of the Group’s insurance
policies. The margin of this risk is limited even further as tangible or other guarantees (such as letters of
guarantee) are requested wherever deemed necessary.
Maturity of Trade Receivables
Group
Company
Up to 30 days
16,871,728.05
16,855,872.54
31 to 90 days
7,550,668.15
7,550,668.15
91 to 180 days
2,344,391.24
2,376,021.72
Over 180 days
3,922,435.34
3,731,441.95
Intra-group transactions
0.00
0.00
Total
30,689,222.78
30,514,004.36
Provisions – impairment of doubtful receivables
(3,827,420.37)
(3,651,505.87)
Total
26,861,802.41
26,862,498.49
ii. Liquidity Risk
Liquidity risk is the risk that the Group might be unable to meet its financial liabilities when these become
due. The approach adopted by the Group to manage liquidity is to secure the necessary cash and
sufficient credit limits from the banks with which it cooperates, so that there is the appropriate liquidity for
the fulfillment of the financial liabilities, under standard as well as unfavorable conditions without incurring
unacceptable loss or risking its reputation. In order to minimize the liquidity risks, the finance division of
the Group makes an annual provision for cash flows for the fiscal year when preparing its annual budget
and a monthly rolling three-month provision so as to secure that it has sufficient cash to meet its operating
needs, including its financial liabilities. This policy does not take into account the impact of extreme
conditions, which cannot be foreseen. For this reason, the Management of the Group, by assessing the
market conditions each time, maintains a certain amount of cash reserves for defensive purposes, in order
to face any extreme or extraordinary situations.
It is noted that for the entire debt obligations of the Group no tangible asset has been placed as collateral
in favor of the banks, an element which indicates the especially high creditworthiness of the Group.
The following table presents an analysis of the Company’s and Group’s liabilities, based on their
remaining duration as at 31.12.2022.
Amounts in €
Group
1 to 6 months
6 to 12 months
> 1 year
Total
Loans
8,384,517.74
2,811,875.00
53,265,625.00
64,462,017.74
Suppliers and other liabilities
28,969,913.48
290,377.70
4,283,056.66
33,543,347.84
Grants (deferred income)
58,968.70
58,968.70
3,243,927.47
3,361,864.87
Total
37,413,399.92
3,161,221.40
60,792,609.13
101,367,230.45
Amounts in €
Company
1 to 6 months
6 to 12 months
> 1 year
Total
Annual Financial Report of 31.12.2022
94
Loans
8,384,517.74
2,811,875.00
53,265,625.00
64,462,017.74
Suppliers and other liabilities
28,786,150.53
237,012.61
2,908,466.59
31,931,629.72
Grants (deferred income)
43,659.89
43,659.89
2,373,501.94
2,460,821.71
Total
37,214,328.15
3,092,547.49
58,547,593.53
98,854,469.17
On 31.12.2022, the Company and the Group recorded cash and cash equivalents of € 39.1 million and €
39.5 million respectively.
iii. Market risk
Market risk is the risk of change in prices of raw materials procured by the Group, the risk of change in
the foreign exchange rates that the Group conducts transactions in and the risk of change in interest rates
that the Group borrows at and which can affect the Group’s results. The purpose of risk management
against market conditions is to determine and control the Group’s exposure to those risks, within the
context of acceptable parameters while at the same time optimizing its performance.
a) Metal (iron, steel, etc.) Raw Material Price Volatility Risk
The Group conducts its purchases mainly in the global steel market under normal market terms. Each
change in the market price of raw materials is discounted for in the sales price, resulting in changes in the
Group’s profit margin during periods of big price fluctuations for raw materials in the world market. More
specifically, in periods during which prices follow an upward trend, the Group’s profit margins improve, as
the upward trend is transferred to the sales prices. Accordingly, when raw material prices follow a
declining trend, the Group’s profit margins decrease.
The Group does not apply hedging to cover its basic operating reserve, which means that any
increase/decrease of metal prices may affect its results accordingly through depreciation or appreciation
of inventories.
b) Foreign exchange risk
The Group is exposed to foreign exchange risk from the purchase of inventories it makes in $ (US Dollar),
from the deposits denominated in $ (US Dollar) as well as from the associate company BALKAN IRON
GROUP SRL, based in Romania, whose operating currency unit is the RON.
The Group’s borrowings are euro denominated in their entirety while there are no receivables
denominated in foreign currency.
Foreign currency is purchased in advance in order for the Company to limit its foreign exchange risk
emerging from inventory purchase. The total liabilities of the Group as of 31.12.2022, as well as the
liabilities that will arise from the agreements signed until 31.12.2022, are covered by equivalent purchases
in advance of foreign currency and as a result there is no foreign exchange risk associated with the
fluctuations of the US Dollar.
An increase by 10% of the Euro versus the US$ and of the Euro versus the RON on 31 December would
affect the equity and the results by negligible amounts for the Company.
c) Interest rate risk
Interest rate risk arises mainly from long-term and short-term bank loans in € at the floating rate of Euribor.
The Group finances its investments, as well as its need for working capital, through equity, short-term
bank loans, long-term loans and bond loans and as a result is burdened by interest expenses. Increasing
trends in interest rates shall negatively affect results, which will be burdened by the additional borrowing
cost.
The impact on the Results and Equity of the Group and Company would be as follows, if the interest rates
of loans (Euribor) would be 1% higher/lower on average during the year 2022:
Annual Financial Report of 31.12.2022
95
Amounts in € million
Loans 31.12.2022
Effect on
results before tax ( + / - )
Group
64.5
0.64
Company
64.5
0.64
This would occur due to the higher/lower financial cost of bank borrowing with a floating rate in euro.
A smaller effect results from interest income related to time deposits in euro.
The impact on the Results and Equity of the Group and Company would be as follows, if the interest rate
on term deposits would be 1% higher/lower on average during the year 2022:
Amounts in € million
Sight and term deposits
31.12.2022
Effect on
results before tax ( + / - )
Group
39.5
0.39
Company
39.1
0.39
This would occur due to the higher/lower financial income from term deposits.
d) Risk of capita
The purpose of the Management in relation to capital management is to ensure the smooth and
uninterrupted operation of activities with the objective of providing satisfactory returns to shareholders,
and to maintain as much as possible an ideal capital structure, thus reducing the cost of capital. For this
reason, the Management, according to the prevailing conditions, may adjust its dividend policy, increase
its share capital or sell assets in order to reduce debt.
Company Data
31.12.2022
31.12.2021
Total debt
64,462,017.74
49,627,078.50
Minus: Cash and cash equivalents
39,121,666.45
26,323,191.21
Net debt
25,340,351.29
23,303,887.29
Total equity
85,761,355.04
79,683,339.87
EBITDA
19,020,658.23
21,944,276.27
Equity / Net debt 3.38
3.42
Net debt / EBITDA
1.33
1.06
Group Data
31.12.2022
31.12.2021
Total debt
64,462,017.74
49,627,078.50
Minus: Cash and cash equivalents
39,459,255.28
26,573,940.06
Net debt
25,002,762.46
23,053,138.44
Total equity
87,268,464.50
80,804,798.90
EBITDA
19,279,166.31
22,605,859.97
Equity / Net debt 3.49
3.51
Net debt / EBITDA
1.30
1.02
Annual Financial Report of 31.12.2022
96
4. Fair value of financial assets
There is no difference between the fair values and the respective book values of the financial items of
assets and liabilities, namely the trade and other receivables, the cash equivalents, the suppliers and
other liabilities, the derivatives financial products and the loans.
Fair value of a financial item is the amount which is received from the sale of a financial item or paid for
the settlement of an obligation in a transaction under normal conditions between two trading parties at the
date of its valuation. The fair value of the financial items on 31.12.2022 was based on the best possible
estimate on behalf of the Company’s Management.
The ranking levels of fair value are the following:
a) official stock exchange prices (without adjustment) in markets with significant trading volumes for
similar assets or liabilities (Level 1)
b) inflows, other than stock exchange prices which are included in Level 1, which can be observed for the
financial asset or the liability, either directly (for example prices) or indirectly (as derivative of prices) (Level
2), and
c) inflows for the financial asset or the liability which are not based on observable market data (non
observable inflows) (Level 3).
The levels in the ranking scale of fair value, within which the measurement of fair value is fully classified,
is defined by the inflow of the lowest level which is deemed as significant for the measurement of the
entire fair value.
The methods and assumptions which were utilized for the estimation of the fair value are the following:
Cash and cash equivalents, trade and other receivables, suppliers and other liabilities: The accounting
value is especially close to the fair value as the maturity of these financial items is in short-term and
because there is no foreign exchange risk affecting the fair value.
Loans: The book value is the same with the fair value as these loans are in local currency and with the
Euribor as floating interest rate.
5. Significant accounting estimations and judgments by management
The preparation of the Financial Statements based on IFRS requires the Management to make
assessments, assumptions and judgments. The Management of the Group makes assessments and
assumptions about the evolution of future events which are based on past experience and other factors
such as expectations for future events that are considered reasonable in the current circumstances, while
constantly being re-evaluated based on available information. Assessments and assumptions that involve
a risk of adjusting to the book values of assets and liabilities over the next twelve (12) months are mainly:
i. Litigation cases and tax unaudited fiscal years, as presented in note 24.
ii. Employee benefits after leaving the service, as presented in notes 2.21 and 17. The liability for staff
compensation is calculated on the basis of actuarial methods whose application requires the
Management to estimate specific parameters such as discount rates, future salary increase rates, the
future rate of employee departure and other factors such as the inflation rate.
iii. Deferred tax receivables on tax losses, as presented in Note 16. Deferred tax receivable is recognized
for all unused tax losses to the extent that it is likely that there will be sufficient taxable profits to be
offset against those tax losses. Determining the amount of deferred tax receivables that can be
recognized requires significant judgments and estimates by the Group and Company Management,
which are based on future taxable profits in conjunction with future tax strategies to be followed.
Annual Financial Report of 31.12.2022
97
iv. Recovery of receivables, as presented in note 8. The Group and the Company for the purpose of
measuring the expected credit losses of trade receivables throughout their lifetime applies a statistical
method which evaluates the maturity of other customers, the frequency of delays (Probability of Default
PD) but also the occurrence of final damages (delay beyond 12 months - Loss Given Default - LGD).
At each balance sheet date, the Group performs an impairment test on receivables by using a table
based on which the expected credit losses (ECL) are calculated. It then recognizes a percentage of
losses based on ECL throughout the life of assets in each reporting period. This percentage is
calculated on the basis of historical data, current market conditions as well as future estimates at the
end of each reporting period, taking into account the terms of credit insurance of trade receivables and
any other collateral (encumbrances on debtor's property, personal guarantees and bank letters of
guarantee).
v. The estimated impairment of participations, as presented in note 21. The parent Company on each
balance sheet date examines the existence or non-existence of indications of impairment of
investments in subsidiaries. Determining the existence of impairment indications requires the
Management to make judgments regarding external and internal factors as well as the extent to which
they affect the recoverability of such assets. If it is assessed that there are signs of impairment, the
Company calculates the recoverable amount.
Due to the nature and activities of the companies concerning investments in associates and joint
ventures, the parent company, after evaluation of external factors, did not find any evidence of
impairment in relation to the impact of Covid-19. Furthermore, impairments performed in this category
are not related to the Covid-19 pandemic.
vi. The useful (economic) life of the tangible fixed assets as mentioned in note 2.6. The Management
makes estimates regarding the useful (economic) life of the depreciable fixed assets which represent
the expected use of the assets and are subject to periodic review.
6. Analysis of tangible fixed assets
The Group’s fixed assets are analyzed as follows:
Amounts in €
MOVEMENT
OF FIXED
ASSETS
Land-plots &
buildings
Vehicles &
Mechanical
Equipment
Furniture &
other
equipment
Assets
under
construction
Intangible
assets
Investment
property &
fixed assets
for sale
Rights-of-
use of
Tangible
Assets
Total
Book value
43,934,770.11
52,241,692.46
1,510,955.85
4,960,636.72
639,815.52
4,842,627.67
1,062,688.38
109,193,186.71
Accumulated
depreciation
and
impairment
(12,526,294.13)
(25,370,697.19)
(1,402,603.60)
0.00
(591,199.18)
(1,923,155.24)
(513,378.98)
(42,327,328.32)
Net book
value
31.12.21
31,408,475.98
26,870,995.27
108,352.25
4,960,636.72
48,616.34
2,919,472.43
549,309.40
66,865,858.39
Book value
43,977,028.13
51,756,427.76
1,510,944.82
7,169,057.32
689,075.52
29,473.68
1,151,814.51
106,283,821.74
Accumulated
depreciation
and
impairment
(12,992,786.31)
(25,676,992.28)
(1,433,242.09)
0.00
(608,529.13)
(27,999.92)
(664,714.40)
(41,404,264.13)
Net book
value
31.12.22
30,984,241.82
26,079,435.48
77,702.73
7,169,057.32
80,546.39
1,473.76
487,100.11
64,879,557.61
Annual Financial Report of 31.12.2022
98
Amounts in €
MOVEMENT OF
FIXED ASSETS
Land-plots &
buildings
Vehicles &
Mechanical
Equipment
Furniture &
other
equipment
Assets
under
construction
Intangible
assets
Investment
property &
fixed assets
for sale
Rights-of-
use of
Tangible
Assets
Total
Net book value
31.12.2020
31,806,422.43
26,361,312.86
151,310.10
3,693,330.06
43,496.74
2,965,683.76
577,887.66
65,599,443.61
Additions
84,000.00
3,042,636.28
5,285.29
1,267,306.66
23,825.80
0.00
132,708.50
4,555,762.53
Depreciations
(481,820.23)
(2,071,159.62)
(46,367.01)
0.00
(18,706.20)
(46,211.33)
(147,856.91)
(2,812,121.30)
Sales - write-offs
0.00
(1,846,122.72)
(30,829.45)
0.00
0.00
0.00
(363,327.74)
(2,240,279.91)
Depreciation of
assets
sold/written-off
0.00
1,384,328.47
28,953.32
0.00
0.00
0.00
349,897.89
1,763,179.68
Foreign
exchange
translation
differences in €
(126.22)
0.00
0.00
0.00
0.00
0.00
0.00
(126.22)
Net book value
31.12.2021
31,408,475.98
26,870,995.27
108,352.25
4,960,636.72
48,616.34
2,919,472.43
549,309.40
66,865,858.39
Additions
72,800.00
2,222,045.50
10,869.00
2,208,420.60
49,260.00
0.00
89,126.09
4,652,521.19
Depreciations
(481,509.91)
(2,052,185.00)
(38,667.70)
0.00
(17,329.95)
(9,016.08)
(151,335.38)
(2,750,044.02)
Sales - write-offs
(30,541.98)
(2,707,310.20)
(13,808.23)
0.00
0.00
(4,813,153.99)
0.00
(7,564,814.40)
Depreciation of
assets
sold/written-off
15,017.73
1,745,889.91
10,957.41
0.00
0.00
1,904,171.40
0.00
3,676,036.45
Foreign
exchange
translation
differences in €
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Net book value
31.12.2022
30,984,241.82
26,079,435.48
77,702.73
7,169,057.32
80,546.39
1,473.76
487,100.11
64,879,557.61
The Company’s fixed assets are analyzed as follows:
Amounts in €
MOVEMENT
OF FIXED
ASSETS
Land-plots &
buildings
Vehicles &
Mechanical
Equipment
Furniture &
other
equipment
Assets
under
construction
Intangible
assets
Investment
property &
fixed assets
for sale
Rights-of-
use of
Tangible
Assets
Total
Book value
31,060,307.60
44,773,334.00
1,275,147.96
4,959,309.22
508,575.36
4,842,627.67
577,634.12
87,996,935.93
Accumulated
depreciation
and
impairment
(8,839,098.09)
(21,730,225.47)
(1,159,958.38)
0.00
(459,959.02)
(1,923,155.24)
(284,099.32)
(34,396,495.52)
Net book
value
31.12.21
22,221,209.51
23,043,108.53
115,189.58
4,959,309.22
48,616.34
2,919,472.43
293,534.80
53,600,440.41
Book value
31,149,580.04
45,930,458.80
1,269,808.74
7,169,057.42
557,835.36
29,473.68
666,760.19
86,772,974.23
Accumulated
depreciation
and
impairment
(9,144,913.61)
(22,561,737.07)
(1,186,179.71)
0.00
(477,288.97)
(27,999.92)
(411,428.72)
(33,809,548.01)
Net book
value
31.12.22
22,004,666.43
23,368,721.73
83,629.03
7,169,057.42
80,546.39
1,473.76
255,331.47
52,963,426.22
Annual Financial Report of 31.12.2022
99
Amounts in €
MOVEMENT
OF FIXED
ASSETS
Land-plots &
buildings
Vehicles &
Mechanical
Equipment
Furniture &
other
equipment
Assets
under
construction
Intangible
assets
Investment
property &
fixed assets
for sale
Rights-of-
use of
Tangible
Assets
Total
Net book
value
31.12.2020
22,432,362.17
22,166,813.00
157,499.48
3,692,969.05
43,496.74
2,965,683.76
298,107.00
51,756,931.20
Additions
84,000.00
3,042,663.58
3,483.12
1,266,340.17
23,825.80
0.00
132,708.51
4,553,021.18
Depreciations
(295,152.66)
(1,704,573.70)
(43,916.89)
0.00
(18,706.20)
(46,211.33)
(123,850.86)
(2,232,411.64)
Sales - write-
offs
0.00
(1,846,122.82)
(30,829.45)
0.00
0.00
0.00
(363,327.74)
(2,240,280.01)
Depreciation
of assets
sold/written-
off
0.00
1,384,328.47
28,953.32
0.00
0.00
0.00
349,897.89
1,763,179.68
Net book
value
31.12.2021
22,221,209.51
23,043,108.53
115,189.58
4,959,309.22
48,616.34
2,919,472.43
293,534.80
53,600,440.41
Additions
72,800.00
2,222,045.50
8,469.01
2,209,748.20
49,260.00
0.00
89,126.05
4,651,448.76
Depreciations
(295,625.91)
(1,712,972.25)
(37,178.74)
0.00
(17,329.95)
(9,016.08)
(127,329.40)
(2,199,452.33)
Sales - write-
offs
16,472.44
(1,064,920.70)
(13,808.23)
0.00
0.00
(4,813,153.99)
0.00
(5,875,410.48)
Depreciation
of assets
sold/written-
off
-10,189.61
881,460.65
10,957.41
0.00
0.00
1,904,171.40
0.00
2,786,399.85
Net book
value
31.12.2022
22,004,666.43
23,368,721.73
83,629.03
7,169,057.42
80,546.39
1,473.76
255,331.45
52,963,426.21
There are no liens, collateral or other commitments on fixed assets of the Company and the Group’s
companies. Intangible assets mainly include acquired software and licenses for use of software.
7. Investment Property
The Group’s and Company’s investment property is analyzed as follows:
Property investments are valued according to the acquisition cost method and are shown in the balance
sheet at the cost of acquisition reduced by cumulative depreciation and cumulative impairment losses.
In September 2022, an industrial property was sold in the area of Skaramangas as well as the P/V plant
which had been installed on its roof.
COMPANY & GROUP
Amounts in €
31.12.2022
31.12.2021
Property at 1 Palaska St., Skaramagkas
0.00
4,813,153.99
Apartment at Filippiados Str.
29,473.68
29,473.68
Total Value
29,473.68
4,842,627.67
Amortized
-27,999.92
-1,923,155.24
Net book value
1,473.76
2,919,472.43
Annual Financial Report of 31.12.2022
100
8. Analysis of receivables
The Group’s and Company’s trade receivables are analyzed as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Customers
24,715,729.54
22,461,000.76
24,552,438.73
22,275,319.63
Notes
2,933.11
2,933.11
0.00
0.00
Post-dated cheques
5,970,560.13
4,580,133.48
5,961,564.63
4,571,137.98
Provisions for bad debt
(3,827,420.37)
(3,685,231.37)
(3,651,505.87)
(3,512,217.88)
Total trade receivables
26,861,802.41
23,358,835.98
26,862,497.49
23,334,239.73
The Group and the Company for the purposes of measuring the expected credit losses of trade
receivables throughout their entire life applies a statistical method that evaluates the maturity of the
balances of customers, the frequency of delays (probability of default - PD) and the occurrence of
permanent damage (delay beyond 12 months - Loss Given Default - LGD). At each balance sheet date,
the Group performs an impairment test of receivables by using a table for the calculation of expected
credit losses (ECL). As result, the Group recognizes a percentage loss based on the ECL during the entire
life of the receivables under consideration, at each reporting period. This percentage is calculated on the
basis of historic data, current market conditions as well as future estimates at the end of each reporting
period taking into account the terms of the credit insurance of trade receivables as well as other
insurances (pledges written on the ownership of debtors, personal guarantees and bank letters of
guarantee).
In order to measure the expected credit losses, customers have been evaluated individually and at the
level of their transaction with the Company, assessing at a depth of three years the cases in which
payments are made with a delay of more than 90 days beyond the agreed payment terms. From this
assessment, the possibility of delays (PD) is obtained, which is converted into a provision for default over
the next 12 months (PD), and then the percentage of the overdue balance is accurately measured, which
is finally collected within 12 months from the time of the delay. On the one hand, these two measurements
give the possibility of delay (PD), on the other hand they also assess the severity of damage during failure
(LGD), allowing the calculation of ECL in a reliable statistical way. At the same time, a third econometric
model for estimating the default balance (EAD – Exposure at Default) is applied, which on the one hand
takes into account at the balance sheet date the part of the receivables that is already in default state and
the serviced part of the balance which has a specific probability of becoming overdue in the future. Before
a new customer is accepted, the Group uses external credit information to assess the new customer's
creditworthiness and solvency and thus set its credit limit. Credit limits are reviewed and, if necessary,
revised periodically.
The following tables depict the credit risk profile of the customers based on the relevant provisions table
of the Group and the Company. Given the fact that the Group’s experience in credit losses indicates that
the credibility of its customers does not differentiate due to each customer’s business activity, the
provision for the expected credit losses is based on the statistical measurement presented above, which
takes into account the maturity of receivables and is not classified by any additional level.
GROUP
Amounts in €
Balance of trade receivables – Balances’ time delay
31.12.2022
No time delay
1 – 90 days
91 – 180
days
>181 days
Total
Trade receivables
25,975,972.83
813,315.09
72,519.28
3,827,415.58
30,689,222.78
Expected % of credit loss
0.10%
16.36%
21.03%
95.43%
1.33
Expected credit loss
26,637.61
133,089.54
15,248.64
3,652,444.59
3,827,420.37
Net balance
25,949,335.22
680,225.55
57,270.64
174,970.99
26,861,802.41
Annual Financial Report of 31.12.2022
101
Amounts in €
Balance of trade receivables – Balances’ time delay
31.12.2021
No time delay
1 – 90 days
91 – 180
days
>181 days
Total
Trade receivables
22,525,116.96
731,563.73
25,809.66
3,761577.00
27,044,067.35
Expected % of credit loss
0.10%
16.36%
21.03%
94.03%
13.63%
Expected credit loss
23,098.86
119,711.88
5,427.00
3,536,993.63
3,685,231.37
Net balance
22,502,018.10
611,851.85
20,382.66
224,583.37
23,358,835.98
COMPANY
Amounts in €
Balance of trade receivables – Balances’ time delay
31.12.2022
No time delay
1 – 90 days
91 – 180
days
>181 days
Total
Trade receivables
25,969,246.32
813,315.09
72,519.28
3,658,922.67
30,514,003.36
Expected % of credit loss
0.13%
15.22%
21.37%
95.08%
11.97%
Expected credit loss
33,409.14
123,761.32
15,500.82
3,478,834.59
3,651,505.87
Net balance
25,935,837.18
689,553.77
57,018.46
180,088.08
26,862,497.49
Amounts in €
Balance of trade receivables – Balances’ time delay
31.12.2021
No time delay
1 – 90 days
91 – 180
days
>181 days
Total
Trade receivables
22,474,737.14
731,563.73
25,809.66
3,614,347.08
26,846,457.61
Expected % of credit loss
0.10%
16.36%
21.03%
93.08%
13.08%
Expected credit loss
22,927.00
119,711.88
5,427.00
3,364,152.00
3,512,217.88
Net balance
22,451,810.14
611,851.85
20,382.66
250,195.08
23,334,239.73
The movement of the provision - impairments for doubtful trade receivables is analyzed in the following
table:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Opening balance
3,685,231.37
3,391,073.39
3,512,217.88
3,212,249.22
Additional provision - impairment
(results)
142,189.00
299,968.66
139,287.99
299,968.66
Income from unutilized provisions
0.00
(5,810.68)
0.00
0.00
Total
3,827,420.37
3,685,231.37
3,651,505.87
3,512,217.88
The amortized receivables are monitored in transitory accounts and the probability for collection is
reviewed.
The Group’s and Company’s other receivables are analyzed as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Receivables from employees
45,317.40
36,900.00
45,192.40
36,900.00
Receivables from other partners -
third parties
771,421.06
570,847.88
700,952.09
500,940.65
Greek State– income tax receivable
372,544.59
18,994.81
320,728.90
12,816.28
Greek State – receivable of other
taxes
108,884.24
129,884.24
108,884.24
108,884.24
Grants receivable
366,312.21
366,312.21
366,312.21
366,312.21
Debit balance - VAT
37,890.86
2,600,235.93
0.00
2,554,641.07
Provision - impairment for doubtful
receivables
(309,412.13)
(140,989.11)
(230,355.06)
(115,984.85)
Total
1,392,958.23
3,582,185.96
1,311,714.78
3,464,509.60
Annual Financial Report of 31.12.2022
102
The movement of the provision - impairments for doubtful other receivables is analyzed in the following
table:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Initial balance
140,989.11
138,096.71
115,984.85
115,984.85
Additional provision - impairment
(results)
168,423.02
2,940.73
114,370.21
0.00
Transfer of provision - impairment
(results)
0.00
(48.33)
0.00
0.00
Transfer from/to other categories of
provisions
0.00
0.00
0.00
0.00
Total
309,412.13
140,989.11
230,355.06
115,984.85
The long-term receivables of the Group and Company are analyzed as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Given guarantees
57,746.43
57,874.46
44,146.43
43,954.46
Receivables from associates
210,218.10
201,445.10
1,409,314.68
1,828,424.23
Provisions for impairment
(20,687.77)
(8,913.63)
(102,928.80)
(37,498.65)
Total
247,276.76
250,405.93
1,350,532.31
1,834,880.04
The given guarantees presented in long-term receivables concern guarantees and receivables that will
be received in a period over twelve (12) months from the end of the reporting period. The fair value of
such receivables does not differ substantially from that presented in the financial statements and is subject
to a review annually. The given guarantees that will be received in the next year, are presented in other
short-term receivables.
Receivables from affiliated companies concern loans granted from the parent Company to the affiliated
companies of the Group. The balances that appear on the Group level concern the companies of the
Group that are being consolidated via the equity method.
The movement of forecasting - impairment of long-term receivables is analyzed as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Initial balance
8,913.63
11,823.02
37,498.65
37,467.31
Additional provision - impairment
(results)
11,774.14
31.34
65,430.15
31.34
Transfer from/to other categories of
provisions
0.00
(2,940.73)
0.00
0.00
Total
20,687.77
8,913.63
102,928.80
37,498.65
9. Analysis of inventories
The Group’s and Company’s inventories are analyzed as follows:
Annual Financial Report of 31.12.2022
103
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Merchandise
38,330,642.61
26,626,784.40
38,330,642.61
26,626,784.40
Products
8,320,880.48
6,918,859.90
8,320,880.48
6,918,859.90
Orders
1,616.27
916.24
1,616.27
916.24
Purchases under collection
757,928.70
8,199,090.92
757,928.70
8,199,090.92
Advances for purchases
193,444.49
1,070,571.53
193,444.49
1,070,571.53
Raw materials – consumables
2,824,554.41
2,040,785.72
2,824,554.41
2,040,785.72
Total
50,429,066.96
44,857,008.71
50,429,066.96
44,857,008.71
The risk due to loss of inventory from natural disasters, theft etc., is extremely low due to the nature of
inventories. There is however risk of impairment due to the volatility of prices globally. The Management
of the Group continuously reviews the net liquidation value of inventories and makes the appropriate
provisions in order to ensure that the value of inventory in the financial statements coincides with the real
value.
10. Securities - Investments
The securities consist of portfolio of shares of companies listed and traded on the Athens Exchange and
have been purchased with the objective to realize capital gains from the short-term price fluctuations of
their prices. According to the principles of IFRS 9, the particular securities are recorded in the financial
statements at fair value via the results (Level 1).
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Value of securities
495,156.91
1,159,158.38
495,156.91
1,159,158.38
Additions for the period
155,660.00
486,445.18
155,660.00
486,445.17
Sales for the period
(223,160.01)
(1,159,158.37)
(223,160.01)
(1,159,158.37)
Revaluation difference in the results
(14,736.89)
8,711.73
(14,736.89)
8,711.73
Balance
412,920.01
495,156.91
412,920.01
495,156.91
11. Derivatives
Derivatives concern forward foreign exchange contracts.
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Forward foreign exchange
contracts
Current assets / (short-term
liabilities)
803,250.54
0.00
803,250.54
0.00
Amounts registered in the results
(Losses)-Profits
(380,934.13)
0.00
(380,934.13)
0.00
Amounts registered in the equity
through the statement of
comprehensive income (Losses) -
Profit
(422,316.40)
(16,791.86)
(422,316.40)
(16,791.86)
12. Analysis of cash reserves
The Group’s and Company’s cash & cash equivalents are analyzed as follows:
Annual Financial Report of 31.12.2022
104
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Cash in hand
7,914.58
13,735.86
2,037.56
5,409.08
Sight & term deposits
39,451,340.70
26,560,204.20
39,119,628.89
26,317,782.13
Total
39,459,255.28
26,573,940.06
39,121,666.45
26,323,191.21
Term (or time) deposits refer to short-term placements, usually 3-month and monthly, at the banks which
the Company and the Group co-operate with.
13. Analysis of all equity accounts
The Group’s and Company’s equity are analyzed as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Share Capital
18,410,839.00
18,410,839.00
18,410,839.00
18,410,839.00
Share premium
11,171,177.70
11,171,177.70
11,171,177.70
11,171,177.70
Statutory reserve
4,349,245.55
3,617,661.25
4,334,336.54
3,602,752.24
Extraordinary reserves
866,308.15
866,308.15
866,308.15
866,308.15
Tax-exempt reserves subject to
special legal provisions
12,086,025.87
12,086,025.87
12,086,025.87
12,086,025.87
Reserves of tax-exempt income
404,315.87
404,315.87
404,315.87
404,315.87
Special reserves
4,404,091.85
4,404,091.85
4,404,091.85
4,404,091.85
Total Reserves
22,109,987.29
21,378,402.99
22,095,078.28
21,363,493.98
Treasury shares
0.00
0.00
0.00
0.00
Retained earnings
29,844,379.21
15,259,261.73
28,737,829.19
14,798,849.93
Results for the year
11,618,470.35
15,280,581.72
11,231,061.64
14,631,686.08
Formation of statutory reserve
(731,584.30)
(67,678.20)
(731,584.30)
(67,678.20)
Hedging result
(422,316.40)
16,791.86
(329,406.80)
16,791.86
Actuarial gains / (losses)
0.00
12,251.86
0.00
12,251.86
Distribution of earnings for the years
2020 & 2021
(4,823,639.67)
(654,072.34)
(4,823,639.67)
(654,072.34)
Proportional deferred taxation
92,909.61
0.00
0.00
0.00
Foreign exchange differences from
consolidation
(1,758.29)
(2,757.42)
0.00
0.00
Accumulated Earnings
35,576,460.51
29,844,379.21
34,084,260.06
28,737,829.19
Total equity without minority
interest
87,268,464.50
80,804,798.90
85,761,355.04
79,683,339.87
Minority interest
33,022.89
37,344.99
0.00
0.00
Total Equity
87,301,487.39
80,842,143.89
85,761,355.04
79,683,339.87
Annual Financial Report of 31.12.2022
105
The share capital of the Company on 31.12.2022 amounted to € 18,410,839, divided into 18,410,839
common registered shares with a nominal value of 1.00 Euro each.
All shares are listed and freely traded on the Athens Exchange, Greece.
Each share of the Company incorporates all the rights and obligations defined by the Law and the Articles
of Association of the Company, which, however, does not contain provisions more restrictive than those
provided by Law. The possession of the share security automatically implies the acceptance by its owner
of the Company's Articles of Association and the legal decisions of the General Meetings of the
shareholders.
Purchase of own shares
As of December 31, 2022, the Company did not hold any treasury shares. During the annual Ordinary
General Meeting on 30 June 2022, the Company’s shareholders were informed of the non-implementation
of the stock repurchase plan as it had been approved by the General Meeting of 25 June 2020. The
Meeting therefore informed the shareholders of the plan’s cancellation.
Analysis of profits carried forward (retained earnings) of the Group and the Company:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Tax free income from grants of L.
3299/04 & 3908/11
4,444,291.48
4,326,354.08
2,627,871.83
2,540,552.06
Foreign exchange difference due to
consolidation
(247,724.28)
(245,966.00)
0.00
0.00
Hedging result
(329,406.80)
0.00
(329,406.80)
0.00
Actuarial gains (losses) from provision
for personnel indemnities
543.33
543.33
543.33
543.33
Other accumulated (retained) earnings
31,708,756.78
25,763,447.80
31,785,251.70
26,196,733.80
Total accumulated (retained)
earnings
35,576,460.51
29,844,379.21
34,084,260.06
28,737,829.19
The grants of L. 3299/2004 & L. 3908/2011 according to the provisions of the above laws are not
distributed. The Company monitors grant income on a separate account of accumulated results.
Government grants concerning expenditures are being deferred and recorded in the income statement
when the subsidized expenditure is also recorded so that there is a correspondence between the income
and the expenditure.
Pursuant to IAS 21, at the appropriation of the operations abroad, the accumulated amount of foreign
exchange differences transferred to the separate equity account relating to that operation is recognized
in the results when the profit or loss is also recognized.
The Company according to the Greek tax law, proceeded into the creation of tax exempt reserves in the
past.
The Company has not recognized any provision for potential income tax obligation in case of future
distribution of such reserves to the shareholders, since such obligation is recognized at the same time
with the dividend obligation corresponding to such distributions.
The purpose of the Company’s and Group’s Management in relation to capital management is to ensure
the smooth operation of activities with the objective of providing satisfactory returns to shareholders, and
to maintain as much as possible an ideal capital structure, thus reducing the cost of capital. For this
reason, the Management, according to the prevailing conditions, may adjust its dividend policy, increase
its capital by cash or sell assets in order to reduce debt.
Annual Financial Report of 31.12.2022
106
The monitoring of the above is performed on the basis of the ratio “Net bank debt to operating earnings
(EBITDA).
Amounts in €
Company Data
31.12.2022
31.12.2021
Total debt
64,462,017.74
49,627,078.50
Minus: Cash and cash equivalents
39,121,666.45
26,323,191.21
Net debt
25,340,351.29
23,303,887.29
Total equity
85,761,355.04
79,683,339.87
EBITDA
19,020,658.23
21,944,276.27
Equity / Net debt 3.38
3.42
Net debt / EBITDA
1.33
1.06
Amounts in €
Group Data
31.12.2022
31.12.2021
Total debt
64,462,017.74
49,627,078.50
Minus: Cash and cash equivalents
39,459,255.28
26,573,940.06
Net debt
25,002,762.46
23,053,138.44
Total equity
87,268,464.50
80,804,798.90
EBITDA
19,279,166.31
22,605,859.97
Equity / Net debt 3.49
3.51
Net debt / EBITDA
1.30
1.02
14. Analysis of suppliers and other liabilities
The Group’s and Company’s trade payables (suppliers) are analyzed as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Domestic suppliers
5,181,874.74
15,533,490.87
5,157,125.85
15,537,838.88
Foreign suppliers
18,446,456.84
6,562,997.41
18,448,169.84
6,564,710.41
Accrued expenses for the year
232,310.17
215,262.15
224,021.80
209,479.70
Various creditors
854,892.06
2,953,772.87
845,895.03
2,944,264.22
Total
24,715,533.81
25,265,523.30
24,675,212.52
25,256,293.21
The Group’s and Company’s other liabilities are analyzed as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Insurance accounts &
other taxes
1,214,609.47
581,873.97
1,210,672.58
571,156.27
Customer prepayments
1,802,735.86
1,338,151.34
1,788,673.40
1,324,088.88
Other liabilities / provisions
257,406.10
223,247.90
143,328.88
75,706.67
Total other liabilities
3,274,751.43
2,143,273.21
3,142,674.86
1,970,951.82
Suppliers
24,715,533.81
25,265,523.30
24,675,212.52
25,256,293.21
All the above liabilities are of short-term nature and there is no need to discount such to present value
during the balance sheet date.
Annual Financial Report of 31.12.2022
107
15. Analysis of loans
The Group’s and Company’s loan liabilities are analyzed as follows:
Long-term loans
Short-term loans
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Bank loans
5,000,000.00
3,092,328.00
5,000,000.00
3,092,328.00
Short-term part of long-term loans
6,196,392.24
20,957,000.00
6,196,392.24
20,957,000.00
Total
11,196,392.24
24,049,328.00
11,196,392.24
24,049,328.00
TOTAL LOANS
64,462,017.74
49,627,078.50
64,462,017.74
49,627,078.50
GROUP
Amounts in €
< 1 year
From 1 to 5 years
> 5 years
Bank Loans 31.12.22
11,196,392.74
49,345,625.00
3,920,000.00
GROUP
Amounts in €
< 1 year
From 1 to 5 years
> 5 years
Bank Loans 31.12.21
24,049,328.50
25,577,750.00
0.00
COMPANY
Amounts in €
< 1 year
From 1 to 5 years
> 5 years
Bank Loans 31.12.22
11,196,392.74
49,345,625.00
3,920,000.00
COMPANY
Amounts in €
< 1 year
From 1 to 5 years
> 5 years
Bank Loans 31.12.21
24,049,328.50
25,577,750.00
0.00
The changes in the Company’s and Group’s loans are analyzed in the following table:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Bank loans
53,265,625.50
25,577,750.50
53,265,625.50
25,577,750.50
Annual Financial Report of 31.12.2022
108
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2022
Loans outstanding at beginning of
the period
49,627,078.50
49,627,078.50
Loans received
109,325,000.00
109,325,000.00
Interest for the period
1,739,832.98
1,739,832.98
Total
160,691,911.48
160,691,911.48
Loans repaid
(94,530,375.00)
(94,530,375.00)
Interest paid
(1,699,518.74)
(1,699,518.74)
Balance of Loans
64,462,017.74
64,462,017.74
16. Analysis of deferred taxes
Deferred tax assets and liabilities are calculated at the level of each individual Company of the Group. If
both assets and liabilities arise, such are offset against one another at the individual Company level.
Deferred taxes are as follows:
a) For the Group
Amounts in €
01.01.2021
1.1 – 31.12.21
31.12.2021
1.1 – 31.12.22
31.12.2022
Intangible assets
(3,129.29)
(953.47)
(4,082.76)
166.66
(3,916.10)
Tangible assets
(5,244,104.69)
589,210.18
(4,654,894.51)
(241,711.25)
(4,896,605.76)
Inventories
(3,028.01)
2,602.14
(425.87)
1,453.34
1,027.47
Impairment of interest
813,600.00
9,200.00
822,800.00
87,703.00
910,503.00
Trade and other
receivables
337,092.77
(12,375.58)
324,717.19
238,510.65
563,227.85
Employee benefits
103,556.41
(3,696.25)
99,860.16
6,935.26
106,795.42
Tax loss offset by taxable
earnings of subsequent
years
264,000.00
(264,000.00)
0.00
0.00
0.00
Suppliers and other
liabilities
158,232.20
(18,982.45)
139,249.75
(12,800.50)
126,449.24
Other (Derivatives &
Securities)
(94,060.87)
91,399.27
(2,661.60)
179,124.22
176,462.62
Assets held for sale
0.00
0.00
0.00
0.00
165,274.79
Total
(3,667,841.48)
392,403.84
(3,275,437.64)
259,381.38
(2,850,781.47)
Directly to equity
9,153.38
(92,909.61)
In the results
401,557.22
166,471.77
Annual Financial Report of 31.12.2022
109
b) For the Company
Amounts in €
01.01.2021
1.1-31.12.21
31.12.2021
1.1-31.12.22
31.12.2022
Intangible assets
(3,523.04)
(806.67)
(4,329.72)
264.06
(4,065.66)
Tangible assets
(3,922,982.46)
566,028.08
(3,356,954.38)
(187,594.07)
(3,544,548.45)
Inventories
(3,028.01)
2,602.15
(425.87)
1,453.34
1,027.47
Impairment of interest
813,600.00
9,200.00
822,800.00
87,703.00
910,503.00
Trade and other
receivables
303,943.47
(11,942.36)
292,001.12
237,067.88
529,069.00
Employee benefits
104,262.71
(5,050.00)
99,212.71
6,803.27
106,015.98
Tax loss offset by taxable
earnings of subsequent
years
264,000.00
(264,000.00)
0.00
0.00
0.00
Suppliers and other
liabilities
73,833.51
(7,338.21)
66,495.30
(7,880.69)
58,614.61
Other (Derivatives &
Securities)
(94,060.87)
92,188.30
(1,872.57)
179,913.24
178,040.66
Total
(2,463,954.69)
380,881.29
(2,083,073.41)
317,730.03
(1,765,343.38)
Directly to equity
9,153.38
(92,909.61)
In the results
390,034.67
224,820.42
The tax loss creates a tax receivable equal to the income tax that will, from which the Company will benefit
in the next years when it will be offset against the respective taxable earnings. The recording of the
receivable for deferred tax took place as the Management of the Company and the Group considers that
there is reasonable certainty for the realization of earnings in future years, whereas such earnings will be
capable to offset the present receivable with the future tax liability.
Deferred tax assets and liabilities are offset when there is an applicable legal right to offset current tax
assets against current tax liabilities and when deferred income tax refers to the same tax authority.
Regarding the rates which will be the basis for the calculation of the deferred taxation, we note that in the
paragraph of IAS 12 "Income Taxes" it is stipulated that: “Deferred tax assets and liabilities will be
measured with the tax rates expected to be applied during the period in which the asset or liability will be
settled, taking into account the tax rates (and tax laws) established or materially established until the
balance sheet date”.
17. Analysis of post-employment benefits
The Group has assigned an actuary to conduct a study in order to investigate and calculate the actuarial
figures, based on the specifications set by International Accounting Standards (IAS 19), which must be
recorded on the balance sheet and the statement of comprehensive income. When performing the
actuarial estimate, all economic and population parameters related to the employees of the Group were
taken into account.
Annual Financial Report of 31.12.2022
110
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Balance Sheet liabilities
485,433.73
453,909.78
481,890.80
450,966.85
Charges to the Results
70,836.04
51,133.94
70,236.04
51,133.94
Actuarial gains / (losses
0.00
(16,102.54)
0.00
(16,102.54)
Present value of financed liabilities
0.00
0.00
0.00
0.00
Present value of non-financed liabilities
485,433.73
470,012.32
481,890.80
467,069.39
Balance Sheet Liability
485,433.73
453,909.78
481,890.80
450,966.85
Changes in the net liability recognized
in the Balance Sheet
Net liability at beginning of year
453,909.78
437,370.88
450,966.85
434,427.95
Benefits paid
(39,312.09)
(18,492.50)
(39,312.09)
(18,492.50)
Total expense recognized in the results
70,836.04
51,133.94
70,236.04
51,133.94
Actuarial gains / (losses)
0.00
(16,102.54)
0.00
(16,102.54)
Net liability at end of year
485,433.73
453,909.78
481,890.80
450,966.85
Analysis of expenses recognized in
the results
Cost of current employment
45,518.11
44,490.70
44,918.11
44,490.70
Financial cost
1,303.28
1,303.28
1,303.28
1,303.28
Prior service cost
24,014.65
5,339.96
24,014.65
5,339.96
Total expense recognized in the
results
70,836.04
51,133.94
70,236.04
51,133.94
Allocation of Expense
Cost of sales
46,054.84
26,589.65
46,054.84
26,589.65
Distribution expenses
19,611.53
18,408.22
19,611.53
18,408.22
Administrative expenses
5,169.67
6,136.07
4,569.67
6,136.07
Total
70,836.04
51,133.94
70,236.04
51,133.94
31.12.2022
Amounts in €
< 1 year
From 1 to
2 years
From 2
to 5
years
> 5 years
Total
Expected average expiration of the
liability for employee benefits of company
0.00
0.00
0.00
481,890.80
481,890.80
Expected average expiration of the
liability for employee benefits of group
0.00
0.00
0.00
485,433.73
485,433.73
31.12.2021
Amounts in €
< 1 year
From 1
to 2
years
From 2
to 5
years
> 5 years
Total
Expected average expiration of the
liability for employee benefits of
company
0.00
0.00
0.00
450,966.85
450,966.85
Expected average expiration of the
liability for employee benefits of group
0.00
0.00
0.00
453,909.78
453,909.78
18. Analysis of tax liabilities
Annual Financial Report of 31.12.2022
111
GROUP
COMPANY
Amounts in €
31.12.2021
31.12.2022
Taxable result of the year
18,789,598.52
13,647,033.67
Plus
Tax related revisions
335,620.71
(24,878.39)
Profit from the sale of
Photodiodos (tax free, article
48a – L. 4172/13)
0.00
(1,317,884.28)
Legal expenses of the sale of
Photodiodos
0.00
20,000.00
Transferred tax loss of
previous years
(1,947,959.50)
0.00
Taxable result of the year
17,177,259.73
12,324,271.00
Tax rate
0.22
0.22
Corresponding tax for the
year
3,778,997.14
2,711,339.62
Advance tax payment of
previous year
37,409.61
(3,032,068.52)
Total
3,816,406.75
(320,728.90)
19. Segment Reporting
The Group is organized in three business segments, according to the manner in which such are presented
internally to those that make decisions for the allocation of resources and the audit of the effectiveness of
the group’s operations.
The three business segments are as follows:
• Segment of steel products
• Segment of production & trade of electric energy from Photovoltaic stations
01.01 – 31.12.2022
Amounts in €
STEEL
PRODUCTS
ENERGY
SEGMENT
CONSOLIDATION
IN THE EQUITY
CONSOLIDATION
&
ARRANGEMENT
ENTRIES
CONSOLIDATED
STATEMENT OF
INCOME
Sales
179,790,603.21
1,193,334.39
0.00
0.00
180,983,937.60
Gross profit / (loss)
26,672,025.38
644,413.31
0.00
116,507.45
27,432,946.14
Earnings / (losses) before
interest, taxes,
depreciation and
amortization (EBITDA)
18,967,156.20
1,019,035.84
0.00
(707,025.73)
19,279,166.31
Earnings / (losses) before
interest and taxes (EBIT)
16,567,778.71
544,744.74
0.00
(465,463.84)
16,647,059.61
Earnings / (losses) before
taxes (EBT)
13,341,891.40
352,674.40
403,395.01
80,325.82
14,178,286.63
Earnings / (losses) after
taxes
10,829,015.73
316,259.13
403,395.01
74,659.50
11,623,329.37
Annual Financial Report of 31.12.2022
112
01.01 – 31.12.2021
Amounts in €
STEEL
PRODUCTS
ENERGY
SEGMENT
CONSOLIDATION
IN THE EQUITY
CONSOLIDATION
&
ARRANGEMENT
ENTRIES
CONSOLIDATED
STATEMENT OF
INCOME
Sales
162,021,845.16
1,265,770.59
0.00
0.00
163,287,615.75
Gross profit / (loss)
31,176,019.88
643,539.07
0.00
128,553.13
31,948,112.08
Earnings / (losses)
before interest, taxes,
depreciation and
amortization (EBITDA)
22,195,206.75
1,069,640.87
0.00
(260,426.29)
23,004,421.33
Earnings / (losses)
before interest and taxes
(EBIT)
19,562,973.09
561,026.15
0.00
(130,980.81)
19,993,018.43
Earnings / (losses)
before taxes (EBT)
17,671,128.75
296,259.72
307,868.15
387,704.75
18,662,961.37
Earnings / (losses) after
taxes
14,305,648.16
281,601.04
307,868.15
390,404.12
15,285,521.47
The geographic segment may be considered as the secondary reporting segment, and includes the
following reporting sectors:
- Domestic Sales (approximately 66.64%)
- Foreign Sales (approximately 33.36%)
The Group’s and Company’s sales are analyzed as follows:
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2021
2022
2021
Sales of Merchandise
52,483,193.14
44,783,322.93
52,483,193.14
44,783,322.93
Sales of Products
128,483,082.91
118,477,281.86
127,289,748.52
117,211,511.27
Other Sales
17,661.55
27,010.96
17,661.55
27,010.96
Total Sales
180,983,937.60
163,287,615.75
179,790,603.21
162,021,845.16
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2021
2022
2021
Domestic Sales
121,007,089.31
113,119,434.33
119,813,754.92
111,853,663.74
Foreign Sales
59,976,848.29
50,168,181.42
59,976,848.29
50,168,181.42
Total Sales
180,983,937.60
163,287,615.75
179,790,603.21
162,021,845.16
20. Analysis of other results
(a) Other income
The Group’s and Company’s other income are analyzed as follows:
Annual Financial Report of 31.12.2022
113
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2021
2022
2021
Income from transport &
delivery expenses
1,455,187.65
1,694,074.75
1,455,187.65
Rental Income
200.00
242,080.00
267,320.00
Income from provision of
services
17,038.96
35,427.64
17,038.96
Income from Grants
200,674.68
100,426.32
169,435.18
Income from previous years
7,349.29
1,049.02
7,349.29
Profit from sale of non-current
assets
25,168.46
3,514,920.53
25,168.46
Other income
180,888.57
110,986.79
174,891.18
Total
1,886,507.61
5,698,965.05
2,116,390.72
(b) Other expenses
The Group’s and Company’s other expenses are analyzed as follows:
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2021
2022
Doubtful trade and other
receivables
300,000.00
319,088.35
Losses from sale of fixed
assets
23,489.54
0.00
Previous years’ expenses
46,123.61
4,286.03
Other expenses
161,393.69
149,239.18
Amortization (non-operating)
195,614.30
0.00
Total
726,621.14
472,613.56
(c) Expenses
The Group’s and Company’s expenses are analyzed as follows:
GROUP
01.01-31.12.22
Amounts in €
COST OF SALES
DISTRIBUTION
EXPENSES
ADMINISTRATIVE
EXPENSES
Employee fees & expenses
2,874,794.38
2,772,070.28
1,121,105.92
Third party fees & expenses
809,946.86
1,372,263.20
1,331,691.87
Third party benefits
1,253,573.76
486,719.63
433,728.89
Taxes - duties
117,537.34
120,136.03
71,253.65
Sundry expenses
969,236.65
6,662,936.32
183,890.51
Depreciation
1,875,859.09
567,209.19
114,289.72
Cost of inventories
145,650,043.38
0.00
0.00
Total
153,550,991.46
11,981,334.65
3,255,960.56
Annual Financial Report of 31.12.2022
114
GROUP
01.01-31.12.21
Amounts in €
COST OF SALES
DISTRIBUTION
EXPENSES
ADMINISTRATIVE
EXPENSES
Employee fees & expenses
2,699,845.71
2,405,606.99
958,701.97
Third party fees & expenses
1,061,842.83
1,244,299.60
1,043,815.50
Third party benefits
1,168,051.23
496,572.87
513,371.02
Taxes - duties
111,275.03
91,808.27
110,891.84
Sundry expenses
1,142,027.80
5,367,102.75
167,653.81
Depreciation
1,904,280.62
580,530.42
134,625.08
Cost of inventories
123,252,180.45
0.00
0.00
Total
131,339,503.67
10,185,920.90
2,929,059.22
COMPANY
01.01-31.12.22
Amounts in €
COST OF SALES
DISTRIBUTION
EXPENSES
ADMINISTRATIVE
EXPENSES
Employee fees & expenses
2,874,794.38
2,772,070.28
1,075,933.84
Third party fees & expenses
766,006.86
1,372,263.20
1,230,506.98
Third party benefits
1,220,599.48
486,719.63
401,129.67
Taxes - duties
114,694.76
120,136.03
31,993.61
Sundry expenses
969,236.66
6,662,936.32
159,911.62
Depreciation
1,523,202.31
567,209.19
109,040.83
Cost of inventories
145,650,043.38
0.00
0.00
Total
153,118,577.83
11,981,334.65
3,008,516.55
COMPANY
01.01-31.12.21
Amounts in €
COST OF SALES
DISTRIBUTION
EXPENSES
ADMINISTRATIVE
EXPENSES
Employee fees & expenses
2,699,845.71
2,405,606.99
925,276.22
Third party fees & expenses
1,013,532.83
1,244,299.60
956,438.08
Third party benefits
1,144,042.32
496,572.87
483,976.19
Taxes - duties
70,729.09
91,808.27
43,266.20
Sundry expenses
1,142,027.80
5,367,102.75
158,826.01
Depreciation
1,523,467.11
580,530.42
128,414.12
Cost of inventories
123,252,180.45
0.00
0.00
Total
130,845,825.29
10,185,920.90
2,696,196.82
(d) Financial expenses – income
The Group’s and Company’s financial expenses are analyzed as follows:
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2021
2022
2021
Debit interest
1,882,760.53
1,674,062.24
1,861,923.33
1,619,879.92
Other bank expenses and fees
1,012,152.18
625,442.47
1,010,589.83
652,689.03
Foreign exchange differences
91,017.83
17,140.21
91,017.83
17,140.21
Losses from derivatives
380,934.13
0.00
380,934.13
0.00
Total
3,366,864.67
2,316,644.92
3,344,465.12
2,289,709.16
The Group’s and Company’s financial income is analyzed as follows:
Annual Financial Report of 31.12.2022
115
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2022
2021
Receivable interest from customers
and other credit interest
81,320.16
138,793.76
157,956.12
Income from securities
0.00
0.00
10,581.31
Foreign exchange differences
390,921.39
390,921.39
280,495.63
Cash flow hedging results (Earnings
from derivatives)
0.00
0.00
0.00
Total
472,241.55
529,715.15
449,033.06
(e) Income / expenses of companies consolidated via the equity method
01.01-31.12.2022
Amounts in €
Results for the
period
Other
comprehensive
income
Total
THRACE GREENHOUSES SA
432,754.25
0.00
432,754.25
BALKAN IRON GROUP SRL
(29,359.24)
(1,758.29)
(31,117.53)
Total
403,395.01
(1,758.29)
401,636.72
01.01-31.12.2021
Amounts in €
Results for the
period
Other
comprehensive
income
Total
THRACE GREENHOUSES SA
337,596.83
0.00
337,596.83
BALKAN IRON GROUP SRL
(29,728.68)
(2,757.42)
(32,486.10)
Total
307,868.15
(2,757.42)
305,110.73
(f) Income / expense of income tax
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2021
2022
2021
Income tax of current year / provision
(2,721,429.01)
(3,778,997.14)
(2,711,339.62)
(3,778,997.14)
Deferred taxation
166,471.75
401,557.24
224,820.43
390,034.66
Tax audit differences
0.00
0.00
0.00
0.00
Total
(2,554,957.26)
(3,377,439.90)
(2,486,519.19)
(3,388,962.48)
(g) Other comprehensive income / expenses after taxes
Annual Financial Report of 31.12.2022
116
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2021
2022
2021
Amounts which are reclassified in
the Statement of Results in
subsequent periods
Results from cash flow hedging minus
the corresponding tax
(422,316.40)
16,791.86
(329,406.79)
16,791.86
Foreign exchange differences from
consolidation
(1,758.28)
(2,757.42)
0.00
0.00
Actuarial gains / losses
0.00
12,251.86
0.00
12,251.86
Deferred tax
92,909.61
0.00
0.00
0.00
Total
(331,165.07)
26,286.30
(329,406.79)
29,043.72
Minority rights
0.00
0.00
0.00
0.00
Total of shareholders of parent
company
(331,165.07)
26,286.30
(329,406.79)
29,043.72
21. Investment Results
The Investment Results of the Company concern the sale and valuation of securities, as well as the
impairments of participation in subsidiaries and joint ventures, and are analyzed in the following table:
GROUP
COMPANY
Amounts €
01.01 - 31.12
01.01 - 31.12
Description
2022
2021
2022
SALE AND VALUATION OF SECURITIES
Profit / (Loss) from sale of participations
and securities
37,192.03
322,707.13
37,192.03
Profit / (Loss) from the valuation of
securities
(14,736.90)
8,711.73
(14,736.90)
Total
22,455.13
331,418.86
22,455.13
IMPAIRMENT OF PARTICIPATIONS
NORTHERN GREECE METAL
PRODUCTS S.A.
0.00
0.00
(250,000.00)
KALPINIS SIMOS BULGARIA EOOD
0.00
0.00
(60,000.00)
GAURA Ltd
0.00
0.00
(8,650.00)
BALKAN IRON GROUP S.R.L.
0.00
0.00
(80,000.00)
Total
0.00
0.00
(398,650.00)
Total
22,455.13
331,418.86
(376,194.87)
On 31/12/2022, an impairment test was made on the participations in subsidiaries and joint ventures due
to impairment indications, which led to a supplementary total impairment loss of € 398,650.00. The
accumulated impairment arising from participation in subsidiaries and joint ventures until 31.12.2022 for
the Company amounted to 4,138,650.00 Euros.
Annual Financial Report of 31.12.2022
117
The securities that are traded on the Athens Exchange, Greece, and have been acquired with the main
objective of realizing capital gains from short-term fluctuations of their prices, according to the principles
of IFRS 9 appear in the financial statements at their fair value through profit or loss (Level 1) and are
presented in the note. 10.
22. Analysis of earnings per share
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2021
2022
2021
Net earnings corresponding to
shareholders
11,618,470.35
15,280,581.75
11,231,061.64
14,631,686.08
Number of shares (W. Avg)
18,410,839
18,410,839
18,410,839
18,410,839
Earnings / (losses) per share
(€)
0.6311
0.8300
0.6100
0.7947
23. Transactions with related parties
The amounts of the Group’s and Company’s sales and purchases, from and towards related parties, as
well as the balances of receivables and liabilities, are analyzed as follows:
(a) Intra-company sales / purchases on 31.12.2022 and 31.12.2021 respectively
Financial Year 2022:
Amounts in €
SALES
PURCHASES
ELASTRON
S.A.
THRACE
GREENHOUSES
SA
NORTHERN
GREECE METAL
PRODUCTS S.A.
TOTAL
ELASTRON S.A.
0.00
100.00
0.00
100.00
THRACE GREENHOUSES S.A.
50,878.00
0.00
0.00
50,878.00
PHOTOENERGY S.A.
41,278.82
0.00
0.00
41,278.82
PHOTODEVELOPMENT S.A.
93,237.76
0.00
0.00
93,237.76
PHOTODIODOS S.A.
55,493.61
0.00
0.00
55,493.61
PHOTOKYPSELI S.A.
28,873.87
0.00
0.00
28,873.87
ILIOSKOPIO S.A.
38,182.26
0.00
0.00
38,182.26
PHOTOISHIS LTD
8,130.84
0.00
0.00
8,130.84
NORTHERN GREECE METAL
PRODUCTS S.A.
0.00
0.00
0.00
0.00
TOTAL
316,075.16
100.00
0.00
316,175.16
Annual Financial Report of 31.12.2022
118
Financial Year 2021:
Amounts in €
SALES
PURCHASES
ELASTRON
S.A.
THRACE
GREENHOUSES
SA
NORTHERN
GREECE METAL
PRODUCTS S.A.
TOTAL
ELASTRON S.A.
0.00
0.00
0.00
0.00
THRACE GREENHOUSES S.A.
55,393.74
0.00
0.00
55,393.74
PHOTOENERGY S.A.
46,857.75
0.00
0.00
46,857.75
PHOTODEVELOPMENT S.A.
108,398.00
0.00
0.00
108,398.00
PHOTODIODOS S.A.
94,831.35
0.00
0.00
94,831.35
PHOTOKYPSELI S.A.
31,092.12
0.00
0.00
31,092.12
ILIOSKOPIO S.A.
43,689.27
0.00
0.00
43,689.27
PHOTOISHIS LTD
12,717.50
0.00
0.00
12,717.50
NORTHERN GREECE METAL
PRODUCTS S.A.
0.00
0.00
0.00
0.00
TOTAL
392,979.73
0.00
0.00
392,979.73
(b) Intra-company receivables / liabilities on 31.12.2022 and 31.12.2021 respectively:
Balance of 31.12.2022:
Amounts in €
RECEIVABLES
LIABILITIES
ELASTRON
S.A.
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
COMPANIES OF
PHOTOVOLTAIC
STATIONS
TOTAL
ELASTRON S.A.
0.00
0.00
9,129.23
9,129.23
THRACE GREENHOUSES S.A.
31,544.36
0.00
0.00
31,544.36
PHOTOENERGY S.A.
0.00
0.00
0.00
0.00
PHOTODEVELOPMENT S.A.
0.00
0.00
0.00
0.00
PHOTODIODOS S.A.
0.00
0.00
0.00
0.00
PHOTOKYPSELI S.A.
0.00
0.00
0.00
0.00
ILIOSKOPIO S.A.
0.00
0.00
0.00
0.00
PHOTOISHIS LTD
65,000.00
0.00
0.00
65,000.00
NORTHERN GREECE METAL
PRODUCTS S.A.
316,629.71
0.00
0.00
316,629.71
BALKAN IRON GROUP SRL
155,700.00
0.00
0.00
155,700.00
KALPINIS SIMOS BULGARIA
EOOD
815,771.50
0.00
0.00
815,771.50
TOTAL
1,384,645.57
0.00
9,129.23
1,393,774.80
Annual Financial Report of 31.12.2022
119
Balance of 31.12.2021:
Amounts in €
RECEIVABLES
LIABILITIES
ELASTRON
S.A.
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
COMPANIES OF
PHOTOVOLTAIC
STATIONS
TOTAL
ELASTRON S.A.
0.00
0.00
0.00
0.00
THRACE GREENHOUSES S.A.
63,088.72
0.00
0.00
63,088.72
PHOTOENERGY S.A.
81,035.94
0.00
0.00
81,035.94
PHOTODEVELOPMENT S.A.
194,161.95
0.00
0.00
194,161.95
PHOTODIODOS S.A.
182,833.22
0.00
0.00
182,833.22
PHOTOKYPSELI S.A.
2,559.13
0.00
0.00
2,559.13
ILIOSKOPIO S.A.
52,273.01
0.00
0.00
52,273.01
PHOTOISHIS LTD
188,022.72
0.00
0.00
188,022.72
NORTHERN GREECE METAL
PRODUCTS S.A.
166,629.71
0.00
0.00
166,629.71
BALKAN IRON GROUP SRL
155,700.00
0.00
0.00
155,700.00
KALPINIS SIMOS BULGARIA
EOOD
815,771.50
0.00
0.00
815,771.50
TOTAL
1,902,075.90
0.00
0.00
1,902,075.90
GROUP
COMPANY
1.1-31.12
1.1-31.12
Amounts in €
2022
2021
2022
2021
c) Transactions and remuneration of
Board Members & senior executives
Remuneration of Board Members
579,685.22
545,079.91
561,403.98
535,979.91
Remuneration of senior executives
243,385.47
219,721.52
213,385.47
189,721.52
Remuneration of other related entities
42,042.17
26,704.86
42,042.17
26,704.86
Other benefits granted to members of
the Board of Directors & Senior
Executives
38,193.59
40,894.75
38,193.59
40,894.75
Receivables from senior executives and
Board members
0.00
0.00
0.00
0.00
Liabilities to senior executives and
Board members
0.00
0.00
0.00
0.00
Senior executives according to IAS 24 are those individuals that have the authority and responsibility for
the planning, management and control of the entity’s activities, directly or indirectly, and include all
members of the Board of Directors (executive and non-executive) of the entity, as well as all other senior
executives according to the above definition.
24. Contingent Liabilities - Receivables
Guarantees
The Group and the Company have contingent liabilities and receivables in relation to banks, suppliers,
other guarantees and other issues which emerge from their ordinary activity as follows:
Annual Financial Report of 31.12.2022
120
31.12.2022
Amounts in €
GROUP
COMPANY
Guarantees to secure trade receivables
4,854,282.07
4,854,282.07
Guarantees to secure obligations to suppliers
11,899,491.32
11,899,491.32
Other Guarantees
62,532.77
48,917.09
Total
16,816,306.16
16,802,690.48
Operating Leases
The Company and the Group as Lessor:
The future receivable leases collected by the Group as lessor of properties are presented in the table
below and the future receivable leases collected by the Company as lessor of properties mainly relate to
the Group's PV (photovoltaic) companies and are as follows:
GROUP
COMPANY
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Until 1 year
105,220.48
95,884.58
82,490.29
73,521.78
From 2-5 years
361,107.92
328,858.54
182,227.54
228,729.60
After 5 years
106,728.64
208,210.27
0.00
0.00
Total
573,057.04
632,953.39
264,717.83
302,251.38
Tax unaudited financial years
The Company and its subsidiaries have not been audited for the following years and therefore their tax
liabilities for those years have not been finalized:
COMPANY
DOMICILE
BUSINESS ACTIVITY
TAX
UNAUDITED
YEARS
ELASTRON SA
Aspropyrgos,
Greece
Commerce and processing of steel
products
2022
NORTHERN GREECE METAL
PRODUCTS S.A.
Thessaloniki,
Greece
Commerce and processing of steel
products
2022
BALKAN IRON GROUP S.R.L.
Bucharest,
Romania
Commerce and processing of steel
products
2011-2022
PHOTODEVELOPMENT SA
Aspropyrgos,
Greece
Production of solar energy from PV
stations
2022
PHOTOENERGY SA
Aspropyrgos,
Greece
Production of solar energy from PV
stations
2022
ILIOSKOPIO SA
Aspropyrgos,
Greece
Production of solar energy from PV
stations
2022
PHOTOKYPSELI SA
Aspropyrgos,
Greece
Production of solar energy from PV
stations
2022
PHOTOISXYS LTD
Aspropyrgos,
Greece
Production of solar energy from PV
stations
2022
THRACE GREENHOUSES SA
Xanthi, Greece
Production of agricultural products
from glasshouse cultivations
2022
KALPINIS SIMOS BULGARIA
EOOD
Sofia, Bulgaria
Commerce and processing of steel
products
2008-2022
For the years 2017 to 2021, ELASTRON SA, METAL-PRO SA and THRACE GREENHOUSES SA have
been subject to the tax audit of the Certified Public Accountants in accordance with the provisions of
article 65A of Law 4174/2013 as applicable. For these companies the relevant Compliance Reports have
been issued. Since 2017, the photovoltaic (P/V) companies of the Group have also been subject to the
tax audit of the Certified Public Accountants according to the provisions of article 65A of Law 4174/2013.
Annual Financial Report of 31.12.2022
121
For the fiscal year 2022, ELASTRON SA, METAL-PRO SA, THRACE GREENHOUSES SA and the
Photovoltaic companies of the Group have been subject to the tax audit by the Certified Auditors as
stipulated by the provisions of article 37, L. 4646/2019. This audit is in progress and the relevant tax
certificates are expected to be granted after the release of the financial statements for year 2022. If new
additional tax liabilities emerge up until the completion of the tax audit, then we estimate that these will
not have any material effect on the financial statements of the Company and the Group.
Legal cases
There are no disputes in court or in arbitration, nor are there any decisions by judicial or arbitration bodies
that may have a significant impact on the Company’s and Group’s financial position or operation.
25. Dividends
According to Greek commercial law, companies are obligated to distribute at least 35% of earnings after
the deduction of taxes and the statutory reserve, to shareholders. For the financial year 2022, the
Management intends to propose to the next Ordinary General Meeting of shareholders the distribution of
a gross dividend of € 0.2020 per share. The proposed distribution is subject to the relevant approval by
the Ordinary General Meeting of shareholders.
26. Personnel information
(α) Number of personnel
The number of employees working for the Group and the Company is presented in the following table:
GROUP
COMPANY
01.01-31.12
01.01-31.12
2022
2021
2022
2021
Regular staff
90
80
88
78
Staff on day-wage basis
129
120
129
120
Total staff
219
200
217
198
(b) Personnel’s remuneration
The remuneration of the Group’s and Company’s employees is presented in the following table:
GROUP
COMPANY
01.01-31.12
01.01-31.12
Amounts in €
2022
2021
2022
2021
Employee remuneration
5,207,908.79
4,577,123.54
5,171,977.16
4,550,332.53
Employer contributions
1,202,754.82
1,066,279.80
1,194,114.37
1,059,645.06
Other benefits
325,783.02
369,617.39
325,783.02
369,617.39
Total
6,736,446.63
6,013,020.73
6,691,874.55
5,979,594.98
27. Government Grants
Annual Financial Report of 31.12.2022
122
31.12.2022
31.12.2021
Amounts in €
GROUP
COMPANY
GROUP
COMPANY
Grants on completed
investments
7,974,197.57
5,088,693.53
7,974,197.57
5,088,693,53
Grants on the income of the year
2022 / 2021
(117,937.40)
(87,319.77)
(199,280.68)
(168,041.18)
Grants on revenue from previous
financial years
(4,494,395.30)
(2,540,552.05)
(4,295,114.62)
(2,372,510.87)
Balance on deferred income
3,361,864.87
2,460,821.71
3,479,802.27
2,548,141.48
Received Prepayment
7,607,885.36
4,722,381.32
7,607,885.36
4,722,381.32
Receivable from Grant
366,312.21
366,312.21
366,312.21
366,312.21
The decision no. 70161/28-06-2018 of the Deputy Minister of Finance and Development approved the
completion of the business plan of ELASTRON SA which was submitted and accepted according to the
inclusion decision no. 16985/ΔΒΕ 2029/22-12-2006/ν.3299/2004 (Gov. Gaz. 421/Β’/27-03-2007) as it is
currently in effect in the framework of Law 3299/2007 (Article 3, paragraph 1, case e, sub-case xi). The
amount of the investment accounted for 12.8 million Euros and the corresponding grant settled at 4.5
million Euros, with the full amount being received.
In June 2013, a new subsidized investment plan of Law 3908/2011 was submitted to the Ministry of
Development and Competitiveness, for the modernization of mechanical and building equipment totaling
€ 3.4 million. The investment grant percentage is 15%. In May 2014, the inclusion of this investment plan
of the company in the category of General Entrepreneurship of the General Business Plans of article 6 of
Law 3908/2011 was approved. In November 2017, the Company submitted a request for the audit of the
completion of the plan and for the certification of commencement of the production operation of the
investment, while in February 2018 it received an amount of 146.5 thousand euros, which corresponds to
2/7 of the corresponding grant. Within the fiscal year of 2019, the certification audit concerning the
completion of the financial and physical objective of the investment was completed and the relevant
announcements are expected.
The affiliated company THRACE GREENHOUSES S.A. (as it emerged from the merger of the companies
ELASTRON AGRICULTURAL SA and THRACE GREENHOUSES S.A.) completed an investment
program for the expansion of the existing hydroponic cultivation unit concerning horticultural plants,
totaling 12.2 million Euros. The respective business plans (one per company) have been subject to the
provisions of Law 3908/2011, according to which there is a subsidy provided at a rate of 40% of the total
cost of the investment. Within the financial year 2020, the certification audit concerning the completion of
the investment’s financial and physical objective was completed, while in the first quarter of 2021, the
balance of the corresponding grant of € 2.4 million was collected. Therefore the Company has received
the total of the corresponding grant amounting to € 4.8 million.
The investment cost grant is subject to limitations and conditions that are reasonably expected to be
implemented in whole. For this reason the Company and Group account for grant receivables against
completed investments. The government grants that refer to expenses are deferred and registered in the
results when the granted expense is registered, in order to match the income with the expense.
28. Liabilities from Leases
According to IFRS 16 which in turn replaced IAS 17 and the Interpretations 4, 15 and 27, all leasing
contracts with duration longer than 12 months, unless the underlying asset is of insignificant value, are
being recognized as an asset along with a respective liability at the date when the leased asset is available
for use by the Group.
There were no changes or modifications to the Group’s and Company’s leases as a direct consequence
of the Covid-19 pandemic.
The time allocation of the leasing liabilities on 31/12/2022 and 31/12/2021 for the Company and the Group
are as following:
Annual Financial Report of 31.12.2022
123
GROUP
Amounts in €
31.12.2022
Amounts in €
Liabilities of Financial and
Operating Leases
Minus: Future financial debits of
financial and operating leases
Total
Within the following year
401,154.64
(48,399.24)
352,755.40
From the 2
nd
until the 5
th
year
922,741.87
(82,629.07)
840,112.80
After the 5
th
year
137,848.26
(31,119.62)
106,728.64
Total
1,461,744.77
(162,147.93)
1,299,596.84
Amounts in €
31.12.2021
Amounts in €
Liabilities of Financial and
Operating Leases
Minus: Future financial debits of
financial and operating leases
Total
Within the following year
375,400.44
(31,980.93)
343,419.51
From the 2
nd
until the 5
th
year
1,169,138.88
(170,708.22)
998,430.66
After the 5
th
year
252,000.00
(43,789.73)
208,210.27
Total
1,796,539.32
(246,478.88)
1,550,060.44
COMPANY
Amounts in €
31.12.2022
Amounts in €
Liabilities of Financial and
Operating Leases
Minus: Future financial debits of
financial and operating leases
Total
Within the following year
359,054.64
(29,029.43)
330,025.21
From the 2
nd
until the 5
th
year
682,590.13
(21,357.71)
661,232.42
After the 5
th
year
0.00
0.00
0.00
Total
1,041,644.77
(50,387.14)
991,257.63
Amounts in €
31.12.2021
Amounts in €
Liabilities of Financial and
Operating Leases
Minus: Future financial debits of
financial and operating leases
Total
Within the following year
332,200.44
(11,143.74)
321,056.70
From the 2
nd
until the 5
th
year
1,001,038.88
(102,737.16)
898,301.72
After the 5
th
year
0.00
0.00
0.00
Total
1,333,239.32
(113,880.90)
1,219,358.42
29. Exchange Rates
The exchange rates used to translate the financial statements of the company “BALKAN IRON GROUP
SRL”, from foreign currency to € are the following:
Annual Financial Report of 31.12.2022
124
31.12.2022
1 € = 4.9495 RON (Exchange rate used in the Statement of Financial Position)
1 € = 4.9313 RON (Exchange rate used in the Statement of Financial Position)
31.12.2021
1 € = 4.9490 RON (Exchange rate used in the Statement of Financial Position)
1 € = 4.9215 RON (Exchange rate used in the Statement of Comprehensive Income)
30. Online Availability of Financial Reports
The Annual Financial Report of “ELASTRON S.A. – STEEL SERVICE CENTERS” Group and its
subsidiaries, including the Management Report by the Board of Directors as an inseparable part of such,
as well as the Audit Report by the Certified Auditor for the financial year ended on 31.12.2022, have been
posted on the Company’s website www.elastron.gr.
31. Events after the end of the reporting period of Financial Statements
There are no other events after 31/12/2022 which may materially and significantly affect the financial
position and the results of the Group.
Aspropyrgos, 18 April 2023
The Chairman of the Board of
Directors
The Chief Executive Officer
The Chief Financial Officer
Panagiotis Simos
ID No. ΑΕ 063856
Athanasios Kalpinis
ID No. ΑΗ 062852
Vasileios Manesis
ID No. ΑΕ 008927
Prof. License No. 0072242
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