Annual Financial Report of 31.12.2023
1
Annual Financial Report 31.12.2023
S.A. REG. NO. 7365/06/Β/86/32 – GEMI NO. 121572960000
“ELASTRON S.A. – STEEL SERVICE CENTERS” GROUP
April 2024
Annual Financial Report of 31.12.2023
2
CONTENTS
STATEMENT BY REPRESENTATIVES OF THE BOARD OF DIRECTORS ....................................... 4
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “ELASTRON – STEEL
SERVICE CENTERS” ............................................................................................................................ 5
INDEPENDENT AUDITOR’S REPORT .............................................................................................. 62
1. Statement of Financial Position ................................................................................................ 70
2. Statement of Income and Other Comprehensive Income ........................................................ 71
3. Statement of Changes in Equity ............................................................................................... 72
4. Statement of Cash Flows .......................................................................................................... 73
Notes on the Financial Statement ........................................................................................................ 74
1. General Information .................................................................................................................. 74
2. Significant accounting principles used by the Group ................................................................ 74
2.1 Standards and Interpretations mandatory for the current financial year 2023 .............................. 74
2.2 Standards and Interpretations mandatory for subsequent periods that have not been applied
earlier by the Group and have been adopted by the EU: .................................................................... 76
2.3 Standards and Interpretations mandatory for subsequent periods that have not been applied
earlier by the Group and have not been adopted by the EU: .............................................................. 77
2.4 Basis for Preparation of the Financial Statements.................................................................... 77
2.5 Consolidation ............................................................................................................................ 77
2.6 Foreign Exchange translations ................................................................................................. 80
2.7 Consolidated Financial Statements .......................................................................................... 80
2.8 Tangible Fixed Assets ............................................................................................................... 81
2.9 Intangible Assets ....................................................................................................................... 81
2.10 Investment property .................................................................................................................. 81
2.11 Non-current assets held for sale and discontinued activities .................................................... 82
2.12 Impairment review of tangible and intangible assets ................................................................ 82
2.13 Segment reporting .................................................................................................................... 82
2.14 Borrowing Cost ......................................................................................................................... 82
2.15 Financial Assets (instruments) .................................................................................................. 83
2.16 Inventories................................................................................................................................. 85
2.17 Trade receivables ..................................................................................................................... 85
2.18 Cash and cash equivalents ....................................................................................................... 86
2.19 Share capital and reserves ....................................................................................................... 86
2.20 Loans ........................................................................................................................................ 86
2.21 Income Tax – Deferred Income Tax ......................................................................................... 86
2.22 Employee benefits .................................................................................................................... 87
2.23 Provisions .................................................................................................................................. 88
2.24 De-recognition of financial assets and liabilities ....................................................................... 88
2.25 Recognition of income .............................................................................................................. 89
2.26 Leases ....................................................................................................................................... 90
2.27 Reclassification of Items ........................................................................................................... 91
2.28 Dividend distribution .................................................................................................................. 91
Annual Financial Report of 31.12.2023
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2.29 Government Grants .................................................................................................................. 91
2.30 Earnings per share .................................................................................................................... 92
2.31 Long-term Receivables / Liabilities ........................................................................................... 92
2.32 Related parties .......................................................................................................................... 92
2.33 Capital management ................................................................................................................. 92
3. Financial risk management ....................................................................................................... 92
4. Fair value of financial assets..................................................................................................... 98
5. Significant accounting estimations and judgments by management ........................................ 98
6. Analysis of tangible fixed assets ............................................................................................... 99
7. Investment Property ................................................................................................................ 101
8. Analysis of receivables ........................................................................................................... 101
9. Analysis of inventories ............................................................................................................ 104
10. Securities - Investments .......................................................................................................... 105
11. Derivatives .............................................................................................................................. 105
12. Analysis of cash reserves ....................................................................................................... 105
13. Analysis of all equity accounts ................................................................................................ 106
14. Analysis of suppliers and other liabilities ................................................................................ 108
15. Analysis of loans ..................................................................................................................... 109
16. Analysis of deferred taxes ....................................................................................................... 110
17. Analysis of post-employment benefits .................................................................................... 111
18. Analysis of tax liabilities .......................................................................................................... 112
19. Segment Reporting ................................................................................................................. 112
20. Analysis of other results .......................................................................................................... 114
21. Investment Results ................................................................................................................. 118
22. Analysis of earnings per share................................................................................................ 118
23. Transactions with related parties ............................................................................................ 119
24. Contingent Liabilities - Receivables ........................................................................................ 121
25. Dividend Policy ....................................................................................................................... 123
26. Personnel information ............................................................................................................. 123
27. Government Grants ................................................................................................................ 123
28. Liabilities from Leases ............................................................................................................ 124
29. Exchange Rates ...................................................................................................................... 125
30. Online Availability of Financial Reports .................................................................................. 126
31. Events after the end of the reporting period of Financial Statements .................................... 126
Annual Financial Report of 31.12.2023
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STATEMENT BY REPRESENTATIVES OF THE BOARD OF DIRECTORS
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 01.01.2023 – 31.12.2023, 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 2023 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, 24 April 2024
The signatories
Panagiotis Simos-Kaldis Athanasios Kalpinis Vasileios Manesis
Chairman of the Board Chief Executive Officer Chief Financial Officer
Executive Member
Annual Financial Report of 31.12.2023
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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
2023
The Annual Financial Report of the fiscal year 2023 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
PARTICIPATIO
N STAKE
PARTICIPATION
COST
CUMULATIVE
IMPAIRMENT
UNTIL
31.12.2022
IMPAIRMENT
01.01 -
31.12.2023
BALANCE OF
PARTICIPATIO
N
CONSOLI
DATION
METHOD
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
Thessaloniki
Commerce and
processing of steel
products
100.00%
11,507,000.00
(3,788,650.00)
(100,000.00)
7,618,350.00
Full
BALKAN
IRON
GROUP
S.R.L.
Bucharest,
Romania
Commerce and
processing of steel
products
33.33%
800,000.00
(350,000.00)
0.00
450,000.00
Equity
(Joint Venture)
KALPINIS
SIMOS
BULGARIA
EOOD
Sofia, Bulgaria
Commerce and
processing of steel
products
100.00%
10,000.00
0.00
0.00
10,000.00
Full
PHOTODEV
ELOPMENT
S.A.
Aspropyrgos
Production of
electric energy from
Photovoltaic
stations
98.64%
162,750.00
0.00
0.00
162,750.00
Full
PHOTOENE
RGY S.A.
Aspropyrgos
Production of
electric energy from
Photovoltaic
stations
97.50%
69,030.00
0.00
0.00
69,030.00
Full
ILIOSKOPIO
S.A.
Aspropyrgos
Production of
electric energy from
Photovoltaic
stations
97.50%
49,140.00
0.00
0.00
49,140.00
Full
PHOTOKYP
SELI S.A.
Aspropyrgos
Production of
electric energy from
Photovoltaic
stations
97.50%
53,820.00
0.00
0.00
53,820.00
Full
PHOTOISXY
S LTD
Aspropyrgos
Production of
electric energy from
Photovoltaic
stations
100.00%
80,000.00
0.00
0.00
80,000.00
Full
THRACE
GREENHOU
SES S.A.
Xanthi
Production of
agricultural products
from glasshouse
cultivations
49.09%
3,485,000.00
0.00
0.00
3,485,000.00
Equity
GAURA Ltd
Cyprus
Holding Company
100.00%
8,650.00
0.00
0.00
8,650.00
Full
ELASTRON
LOGISTICS
ΜSINGLE
MEMBER
ΙΚΕ
Thessaloniki
Transportation and
supply management
services (logistics)
100.00%
10,000.00
0.00
0.00
10,000.00
Full
Total
16,235,390.00
(4,138,650.00)
(100,000.00)
11,996,740.00
Annual Financial Report of 31.12.2023
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During the financial year 2023, a share capital increase took place in subsidiary company "NORTHERN
GREECE METAL PRODUCTS S.A." by € 450,000.00. At the same time, a share capital reduction in the
companies of electricity generation of the Group by € 528,600.00 was implemented, of which € 517,260.00
was related to the participation of ELASTON S.A. and € 11,340.00 to a minority participation, with a
parallel return of capital to the shareholders.
Investments in associates, subsidiaries and joint ventures (including the implemented impairment) are
analyzed as follows.
GROUP
COMPANY
Amounts in €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
KALPINIS SIMOS BULGARIA EOOD
0.00
0.00
10,000.00
10,000.00
NORTHERN GREECE METAL PRODUCTS
S.A.
0.00
0.00
7,618,350.00
7,268,350.00
GAURA LIMITED (Cyprus)
0.00
0.00
8,650.00
8,650.00
COMPANIES OF PHOTOVOLTAIC
STATIONS
0.00
0.00
414,740.00
932,000.00
BALKAN IRON GROUP S.R.L.
283,038.20
280,365.40
450,000.00
450,000.00
THRACE GREENHOUSES SA
4,917,378.00
4,705,515.18
3,485,000.00
3,485,000.00
ELASTRON LOGISTICS SINGLE MEMBER
ΙΚΕ
0.00
0.00
10,000.00
10,000.00
Total
5,200,416.20
4,985,880.58
11,996,740.00
12,164,000.00
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. In the
separate financial statements of ELASTRON S.A., the participation in the above companies is valued
according to the acquisition value, minus any provision for impairment of their value.
a) The company NORTHERN GREECE METAL PRODUCTS S.A., which is fully owned (100%) by our
Company, has its headquarters in the Industrial Area of Sindos in Thessaloniki, Greece and has not been
active in recent years. The only important asset of the company is a modern property with industrial and
storage areas of 19,000 square meters on a land plot of 3.2 hectares. The Company's Management
estimates that the recoverable amount of this property is its fair value. We note that the requested price
for the sale of the property as well as its commercial value are higher than its book value. The Company's
Management estimates that the sale of the property will soon be successful.
b) ELASTRON’s percentage in the joint venture "BALKAN IRON GROUP SRL" based in Bucharest,
Romania and which has no activity, is 33.33%. The company's only asset is two land plots with a total
area of 6.9 hectares in the industrial area of Bucharest of significant commercial value. The Company's
Annual Financial Report of 31.12.2023
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Management believes that the recoverable amount is the fair value of this asset. The shareholder of
66.67% of the company is negotiating the sale of the property at a price higher than its book value.
The following table presents a summary financial information for the related company, THRACE
GREENHOUSES S.A. where the Group has a participation rate of 49.09%.
31.12.2023
31.12.2022
Statement of Financial Position
Non-current assets
15,364,354.81
9,889,771.50
Current assets
3,911,883.74
3,552,810.07
Long-term liabilities
6,564,887.04
2,467,120.18
Short-term liabilities
2,980,144.50
1,676,653.01
Equity
9,731,207.01
9,298,808.38
Statement of Results and Other Comprehensive Income
Sales
8,794,140.30
9,424,037.52
Gross profit
1,880,963.96
2,254,911.37
Earnings / (losses) before interest, taxes, depreciation and amortization
(EBITDA)
1,969,557.28
2,308,569.60
Earnings / (losses) before taxes
440,441.75
1,012,830.93
Earnings / (losses) after taxes
431,580.41
881,552.76
Total comprehensive income / (expenses) after taxes
431,580.41
881,552.76
Group’s percentage in the total comprehensive income / (expenses)
211,862.82
432,754.25
Α. Financial Development and Performance
The Group's turnover posted an improvement as it reached € 182.9 million from € 181.0 million in the
previous year, implying an increase of 1.1%. Gross profit settled at €16.1m or 8.8% of sales compared to
€27.4m or 15.16% of sales in 2022. Earnings before interest and taxes (EBIT) amounted to € 0.5 million
compared to € 16.6 million in the previous year, while the results before interest, taxes, depreciation and
amortization (EBITDA) amounted to € 3.3 million compared to € 19.3 million in 2022. Finally the results
before taxes amounted to a loss of € 1.0 million compared to a profit of € 14.2 million in the previous year.
On the parent company level, the turnover increased by 1.2% and amounted to € 182.0 million compared
to € 179.8 million in the previous year, while the gross profit settled at € 15.6 million or 8.55% of sales
compared to €26.7m or 14.85% of sales in 2022. Earnings before interest and taxes (EBIT) amounted to
€0.4m compared to €16.9m in the previous year, while the results before interest, taxes, depreciation and
amortization (EBITDA) amounted to € 2.7 million versus € 19.0 million in 2022. Finally, the results before
taxes amounted to losses of € 1.4 million versus profit of € 13.7 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
2023
2022
2023
2022
Non-current assets / Total assets
0.38
0.37
0.37
0.36
Current assets / Total assets
0.62
0.63
0.63
0.64
Equity / Total Liabilities
0.80
0.86
0.80
0.87
Current assets / Short-term liabilities
2.25
2.94
2.25
2.94
(b) EFFICIENCY AND PERFORMANCE
Annual Financial Report of 31.12.2023
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Net earnings / (losses) before taxes / Sales
(0.01)
0.08
(0.01)
0.08
Net earnings / (losses) before taxes / Equity
(0.01)
0.16
(0.02)
0.16
Sales / Equity
2.22
2.07
2.26
2.10
(c) CAPITAL STRUCTURE
Net liabilities / Equity
1.09
0.71
1.09
0.70
Net bank liabilities / Equity
0.63
0.29
0.65
0.30
Net bank liabilities / EBITDA
16.98
1.30
19.24
1.33
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.
EBITDA is being analyzed as follows:
Calculation of EBITDA
GROUP
COMPANY
Amounts in €
01.01 -
31.12.2023
01.01 -
31.12.2023
01.01 -
31.12.2023
01.01 -
31.12.2022
Earnings / (losses) before interest and taxes
(EBIT)
474,330.44
16,647,059.61
383,485.40
16,908,525.67
(PLUS) Depreciation / Amortization
(Note 6 of Financial Statements)
3,013,864.72
2,750,044.10
2,522,540.01
2,199,452.33
(LESS) Amortization of Grants (Note 27 of
Financial Statements)
(224,146.91)
(117,937.40)
(184,601.30)
(87,319.77)
EBITDA
3,264,048.25
19,279,166.31
2,721,424.11
19,020,658.23
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.
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.
Annual Financial Report of 31.12.2023
9
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).
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.
Annual Financial Report of 31.12.2023
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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.
✓ 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.
Annual Financial Report of 31.12.2023
11
✓ 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
2023
2022
Oil for circulation
98,635 lt
80,551 lt
Oil for production
38,700 lt
41,231lt
LPG for production
23,894 lt
29,999 lt
Power consumption
5,446 MWh
4,461 MWh
Energy offset from PV
2,052 MWh
2,184 MWh
The percentages of electricity consumption that come either from a provider in the market or from
renewable energy sources for the years 2023 and 2022 are as follows:
Electricity Consumption
Electric Energy
2023
2022
Electricity from a provider
47%
51%
Energy coming from
Renewable sources (RES) of the Installation
29%
49%
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 2023 are described in the following table:
Waste Management
Waste Materials
2023
2022
Quantities of total waste (kg)
3,314,237
3,013,369
Recycling (%)
Dangerous wastes
2.74 %
3.94%
Non-hazardous waste
97.26 %
96.06%
Annual Financial Report of 31.12.2023
12
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 2023 accounted for only 8.2%.
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
31.12.2023
31.12.2022
Male
270
220
Female
21
20
Total
291
240
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:
Total number of employees - Breakdown by age group
2023
2022
<30 years
46
46
30 - 50 years
157
126
>50 years
88
68
Total
291
240
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
Annual Financial Report of 31.12.2023
13
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 2023 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 2023, 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
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 2023 were the following:
✓ Donation of steel products for the construction of protective bars at the special school of Elefsina,
Greece.
✓ Donation of steel products for the construction of shelters at the premises of the “Smile of the
Child” Foundation.
✓ Training regarding Recycling in ten (10) kindergartens of the Municipality of Aspropyrgos, Greece
in collaboration with the Municipality.
✓ Donation of Polyurethane Panels, Petrowool and Special Parts to the Fire Department of
Kamatero, Greece, for construction purposes and to the Parachute School.
✓ Sponsoring the panhellenic association of women with breast cancer "Alma Zois" and
participation in the symbolic race "Race for the Cure"
Annual Financial Report of 31.12.2023
14
✓ Sponsoring the Association of Friends of Children with Cancer "Elpida" (“Hope”).
✓ Christmas event at the 5
th
Primary School & Kindergarten of Aspropyrgos, Greece
✓ Granting of gift vouchers of a well-known supermarket chain to the "social grocery store" of the
Municipality of Aspropyrgos.
✓ Donation of essential items and food in collaboration with a large supermarket chain to the flood
victims of Thessaly, Greece,
✓ Collaboration with the Marketing department of the National Kapodistrian University of Athens,
Greece.
✓ Donation of Heating Oil to the Orphanage of Thiliagia, Chaidari
✓ Support for the annual event "Thriasia" of the Cultural Center of the Municipality of Aspropyrgos
✓ Sponsoring the insurance program of the Panhellenic Heart Transplant Association
✓ Donation of sports equipment to 3 sports organizations located in Thriasion, Attiki, Greece.
✓ Sponsoring a three-day sport event with the participation of groups which activate within the area
“Thriasion Pedio”.
In addition to the above, for more than twenty (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 2023
Developments in the Group’s Sectors
The turnover of the Group posted a marginal increase in 2023 reaching € 182.9 million from € 181.0
million in the previous year, despite a significant increase in the volume of sales by 24%. The course in
turnover was mainly affected by the downward trend of sale prices internationally as a result of the weak
economic growth in European Union, the crisis surrounding the private construction activity in the Chinese
market, the volatile international geopolitical conditions, as well as the continued inflationary pressures
along with the higher cost of borrowing. However, against the unfavorable economic environment,
Elastron Group recorded a strong growth in sales volume with the main pillars of demand being the
increased construction activity in the Greek market as well as the large increase in exports. However, the
downward trend of sale prices during the year combined with the time lag in the utilization of inventory
and raw materials, the increase in operating costs as a consequence of the ongoing inflationary pressures,
as well as the increase in the cost of borrowing given the higher Euribor rates, led to the reduction of
operating profit margins as well as to the emergence of losses before taxes for the Group. In particular,
gross profit settled at €16.1 million or 8.8% of sales, compared to €27.4 million or 15.2% of sales in 2022.
The results before interest and taxes (EBIT) amounted to € 0.5 million compared to € 16.6 million in 2022,
whereas the results before interest, taxes, depreciation and amortization (EBITDA) amounted to € 3.3
million compared to € 19.3 million in 2022. Finally, the results before taxes settled at losses of € 1.0 million
against earnings of € 14.2 million in year 2022.
In any case, the broader course of Elastron Group’s business activity and financial performance for the
entire year of 2023 moved within the range of management's estimates with the main highlights and most
determinant factors of the above results being the following:
• Increase in the level of activity by 24% in the midst of an unstable economic environment and volatile
geopolitical conditions.
• Marginal increase in turnover by 1% or by €1.9 million as a result of the increase in sales volume
and the sales mix.
• Significant correction of raw material prices with the consequent reduction of sale prices and
operating profit margin.
• Significant increase in operating costs as a result of the ongoing inflationary pressures.
• Increase in the cost of debt as a result of the higher Euribor rates.
• Liquidation of an interest rate swap floored contract with a capital gain of € 2.8 million.
During the financial year 2023, the Group continued its investment plan with the completion and
commissioning of new storage and industrial premises for the relocation of the drywall profiles unit and
the expansion of the pipe production unit along with the installation of a new production line. The above
were implemented with the aim of boosting the production capacity and reducing production costs. At the
same time, the construction of a new PV park, with a power capacity of 1MWp, on the roof of a production
Annual Financial Report of 31.12.2023
15
facility has commenced. The new park will operate under the scheme of energy offsets and will contribute
to the further reduction of Group's carbon footprint and energy costs. The completion of the construction
is expected to occur within the first half of the current year with the total installed PV power capacity to be
approaching 5 MWp on the Group level. Regarding the performance of the other companies in the Group,
the results of the energy sector posted a drop compared to the year 2022, while the joint venture of Thrace
Greenhouses Group continued the implementation of an investment program amounting to €14.7 million
aiming at the expansion of the production facilities by 13 additional hectares, with the investment's
implementation rate currently standing at 50%.
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
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 29/06/2023, the Annual Ordinary General Meeting of the shareholders was held at the offices and
headquarters of the Company at Agios Ioannis Avenue, PC 19300, Aspropyrgos, Attiki, Greece. 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.
20 shareholders attended the Annual General Meeting (either in person or via a legal representative),
who owned 12,826,313 shares or 69.67% 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 2022 (01.01.2022 -
31.12.2022) 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 2022 (01.01.2022 - 31.12.2022), the distribution
of dividend 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 € 3.718.989,48, or € 0,2020 per share was approved, along
with the relevant cut-off, record (beneficiary identification) and payment dates, as follows:
A) Wednesday, 23
rd
of August 2023 was set as the dividend cut-off day.
B) Thursday, 24
th
of August 2023 was set as the record (beneficiary identification) day.
C) Monday, 28
th
of August 2023 was set as the dividend (of year 2022) payment date with the
payment being made via a credit institution.
Annual Financial Report of 31.12.2023
16
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 2022 (01.01.2022 -
31.12.2022) and also released the Certified Auditor - Accountant from any liability for
compensation with regard to the audit of the financial year 2022 (01.01.2022 - 31.12.2022).
4. The fees - remuneration of the members of Board of Directors for the financial year 2022
(01.01.2022 - 31.12.2022) were also approved and the fees - remuneration for the financial year
2023 (01.01.2023 - 31.12.2023) were pre-approved.
5. The Meeting approved the Remuneration Report of the members of Board of Directors of the
Company for the financial year 2022 (01.01.2022 - 31.12.2022) according to the article 112 of
Law 4548/2018.
6. 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 1706 from
the auditing company RSM GREECE SA CERTIFIED AUDITORS ACCOUNTANTS AND
BUSINESS CONSULTANTS with the distinctive title "RSM GREECE S.A." for the financial year
2023, whereas the Meeting also determined and approved their remuneration.
7. The company's stock repurchase program was approved in accordance with the article 49 of Law
4548/2018, for the purchase of shares up to 10% of the paid-up share capital, i.e. up to 1,841,084
shares with a purchase price range from one Euro (1.00) to four Euros and fifty cents (4.50) and
within a period of 24 months from the day following the approval of the General Meeting of
Shareholders.
8. 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.
9. During the Meeting, the Annual Report of the Audit Committee for the year 2022 (01.01.2022 -
31.12.2022) was read.
10. 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 2022 (01.01.2022 - 31.12.2022) was
read.
11. No other announcement was made.
All items of the Meeting’s daily agenda were approved unanimously, i.e. by percentage of 100%
of those present.
Treasury shares
As of 31 December 2023, the Company held 108,342 treasury shares with a total value of € 284,897.53,
i.e. a percentage of 0.59% of the share capital in implementation of the approved stock repurchase
program in accordance with the 7
th
item of the agenda of the Ordinary General Meeting of shareholders
on 29/06/2023.
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 31.12.2023 the
Company and the Group have formed no provisions regarding tax-unaudited fiscal years.
For the financial year 2023, 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
Annual Financial Report of 31.12.2023
17
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 2023. 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.
i. 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.
ii. 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.
iii. 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.
Annual Financial Report of 31.12.2023
18
ii. 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.
iii. 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.
iv. 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.
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
Annual Financial Report of 31.12.2023
19
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
17,537,281.12
17,537,281.12
31 to 90 days
12,365,157.62
12,365,157.62
91 to 180 days
3,355,802.67
3,355,802.67
Over 180 days
3,939,558.61
3,827,604.27
Total
37,197,800.02
37,085,845.68
Provisions – impairments for doubtful receivables
(3,852,879.99)
(3,680,655.98)
Total
33,344,920.03
33,405,189.70
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 Group’s and the Company’s liabilities, based on their
remaining duration as at 31.12.2023.
Amounts in €
Group
1 to 6 months
6 to 12 months
> 1 year
Total
Loans
2,811,875.00
18,094,591.48
44,681,875.50
65,588,341.98
Suppliers and other liabilities
29,994,131.67
246,389.17
4,410,647.25
34,651,168.09
Grants (deferred income)
103,771.70
103,771.70
2,930,174.56
3,137,717.96
Total
32,909,778.37
18,444,752.35
52,022,697.31
103,377,228.03
Annual Financial Report of 31.12.2023
20
Amounts in €
Company
1 to 6 months
6 to 12 months
> 1 year
Total
Loans
2,811,875.00
18,094,591.48
44,681,875.50
65,588,341.98
Suppliers and other liabilities
29,840,933.67
234,056.92
3,051,182.37
33,126,172.96
Grants (deferred income)
88,663.23
88,663.23
2,098,893.95
2,276,220.41
Total
32,741,471.90
18,417,311.63
49,831,951.82
100,990,735.35
On 31.12.2023, the Company and the Group recorded cash and cash equivalents of € 13.2 million and €
13.5 million respectively.
ii. 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 31.12.2023, as well as the
liabilities that will arise from the agreements signed until 31.12.2023, 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 Group and 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.
Annual Financial Report of 31.12.2023
21
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 2023:
Amounts in € million
Loans 31.12.2023
Effect on
results before tax ( + / - )
Group
65.66
0.66
Company
65.66
0.66
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 2023:
Amounts in € million
Sight and term deposits
31.12.2023
Effect on
results before tax ( + / - )
Group
13.50
0.13
Company
13.20
0.13
This would occur due to the higher/lower financial income from term deposits.
d) 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.
Amounts in €
Company Data
31.12.2023
31.12.2022
Total debt
65,588,341.98
64,462,017.74
Minus: Cash and cash equivalents
13,221,669.01
39,121,666.45
Net debt
52,366,672.97
25,340,351.29
Total equity
80,376,427.14
85,761,355.04
EBITDA
2,721,424.11
19,020,658.23
Equity / Net debt 1.53
3.38
Net debt / EBITDA
19.24
1.33
Annual Financial Report of 31.12.2023
22
Amounts in €
Group Data
31.12.2023
31.12.2022
Total debt
65,588,341.98
64,462,017.74
Minus: Cash and cash equivalents
13,489,544.77
39,459,255.28
Net debt
52,098,797.21
25,002,762.46
Total equity
82,246,011.33
87,268,464.50
EBITDA
3,264,048.25
19,279,166.31
Equity / Net debt 1.58
3.49
Net debt / EBITDA
15.96
1.30
F. Future Outlook
For the year 2024, 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 and geopolitical environment. During the first quarter of this year, the Group's sales volume
demonstrates strong growth driven mainly by the construction sector and in particular from the fields of
logistics projects, tourism projects and large-scale private projects, along with industrial manufacturing,
trade and infrastructure. However, the prices of raw materials internationally moved downwards due to
the limited demand observed within the EU market, a trend that in turn affected the sale prices leading to
a further decline. For the remaining of the year, the management's outlook regarding the course of
demand and the group's financial results is cautiously optimistic, taking into consideration the prevailing
strong volatility in the market and the potential negative developments in the international geopolitical
environment. More specifically, the recent tension in the Middle East region along with the risk of a further
escalation is estimated to maintain inflationary pressures and delay the start of a cycle of lower interest
rates, thus adjusting unfavorably the respective forecasts over the GDP growth in both Greece and EU.
On the other hand, in the Greek market, the realized and also planned private investments in the
construction sector, as well as the further growth of the shipping sector along with the rejuvenation of the
shipbuilding market, combined with the need to accelerate the absorption of resources from the Recovery
and Resilience Fund, are expected to maintain the growth momentum and further increase the Group's
sales volume. At the same time, the prices of raw materials are showing signs of stabilization, whereas
with the most recent evidence they may also slightly rise. All the above combined with the current
inventory prices are expected to lead to an improvement in the operating profit margin of the Group.
In any case, the steel industry is expected to face a number of challenges going forward. The lack of a
coordinated policy regarding the Regulation of the European steel market through the imposition of
restrictions on the import of raw materials from third countries, reduces the competitiveness of the
manufactured products by increasing the production and operating costs. Especially today, the need to
reduce dependence on mineral resources, the adoption of environmentally friendly production processes,
along with the digital and technological transformation and the need for sustainable development,
constitute factors that will increase operating costs in the short term but are expected to contribute
significantly in the long-term sustainability and competitiveness of the sector. Elastron Group is fully aware
of the above developments and in this context continues to dynamically readjust its strategy, both through
internal reorganization and via investments for the modernization and acquisition of new production lines
that will ensure a higher production capacity and facilitate the Group‘s efforts to adapt to new market
trends.
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:
(a) Intra-company sales / purchases on 31.12.2023 and 31.12.2022 respectively:
Annual Financial Report of 31.12.2023
23
Financial Year 2023:
Amounts in €
SALES
PURCHASES
ELASTRON
S.A.
THRACE
GREENHOUSES
SA
NORTHERN
GREECE METAL
PRODUCTS S.A.
TOTAL
ELASTRON S.A.
0.00
0.00
60,000.00
60,000.00
THRACE GREENHOUSES S.A.
60,227.82
0.00
0.00
60,227.82
PHOTOENERGY S.A.
39,600.00
0.00
0.00
39,600.00
PHOTODEVELOPMENT S.A.
86,400.00
0.00
0.00
86,400.00
PHOTOKYPSELI S.A.
28,800.00
0.00
0.00
28,800.00
ILIOSKOPIO S.A.
37,200.00
0.00
0.00
37,200.00
PHOTOISHIS LTD
2,310.00
0.00
0.00
2,310.00
NORTHERN GREECE METAL
PRODUCTS S.A.
0.00
0.00
0.00
0.00
TOTAL
254,537.82
0.00
60,000.00
314,537.82
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
(b) Intra-company receivables / liabilities on 31.12.2023 and 31.12.2022 respectively:
Balances of 31.12.2023:
Amounts in €
RECEIVABLES
LIABILITIES
ELASTRON
S.A.
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
COMPANIES OF
PHOTOVOLTAIC
STATIONS
TOTAL
ELASTRON S.A.
0.00
42,770.29
0.00
42,770.29
THRACE GREENHOUSES S.A.
32,877.75
0.00
0.00
32,877.75
PHOTOENERGY S.A.
12,276.00
0.00
0.00
12,276.00
PHOTODEVELOPMENT S.A.
26,784.00
0.00
0.00
26,784.00
Annual Financial Report of 31.12.2023
24
PHOTOKYPSELI S.A.
8,928.00
0.00
0.00
8,928.00
ILIOSKOPIO S.A.
11,532.00
0.00
0.00
11,532.00
PHOTOISHIS LTD
0.00
0.00
0.00
0.00
NORTHERN GREECE METAL
PRODUCTS S.A.
5,000.00
0.00
0.00
5,000.00
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
GAURA LTD
108,121.36
0.00
0.00
108,121.36
ELASTRON LOGISTICS SM IKE
16,151.78
0.00
0.00
16,151.78
TOTAL
1,193,142.39
42,770.29
0.00
1,235,912.68
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
GAURA LTD
90,891.03
0.00
0.00
90,891.03
ELASTRON LOGISTICS SM IKE
15,901.78
0.00
0.00
15,901.78
TOTAL
1,491,438.38
0.00
9,129.23
1,500,567.61
GROUP
COMPANY
1.1-31.12
1.1-31.12
Amounts in €
2023
2022
2023
2022
c) Transactions and remuneration of
Board Members & senior executives
Remuneration of Board Members
578,348.97
579,685.22
566,794.78
561,403.98
Remuneration of senior executives
125,624.93
243,385.47
95,624.93
213,385.47
Remuneration of other related entities
52,636.93
42,042.17
52,636.93
42,042.17
Other benefits granted to members of
the Board of Directors & Senior
Executives
58,601.78
38,193.59
58,601.78
38,193.59
Annual Financial Report of 31.12.2023
25
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 2022 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 2023.
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 31.12.2023 the Company’s share capital amounted to € 18,410,839 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.
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
Annual Financial Report of 31.12.2023
26
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
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 30.06.2023 and the most recently published data:
Annual Financial Report of 31.12.2023
27
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 Sarmas
1,357,400
7.37%
Nikolaos Simos
1,350,000
7.33%
Dominiki Natalia Simou
1,350,000
7.33%
Nikolaos Sakellariou
1,144,703
6.22%
Christos Sakellariou
1,144,702
6.22%
Panagiotis Simos - Kaldis
683,687
3.71%
Mr. Panagiotis Simos, in addition to his participation in the company (percentage of 3.71%), retains the
status of usufructuary and the voting rights for an additional 900,000 shares (percentage of 4.89%) after
the transfer on 08/02/2024 of the bare ownership of 450,000 shares to Mr. Nikolaos Simos and of 450,000
shares to Ms. Dominiki Natalia Simou.
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
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
Annual Financial Report of 31.12.2023
28
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:
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,
Annual Financial Report of 31.12.2023
29
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 Evaluation (Assessment) Report on the Adequacy and Effectiveness of the Internal Control System
(Summary) was issued on 29
th
March 2023 following the above evaluation that was performed on 31
st
December 2022.
In addition, it is noted that according to paragraph 1 of article 4 of Law 4706/2020 "the Board of Directors
defines and supervises the implementation of the corporate governance system of provisions 1 to 24,
monitors and evaluates periodically every three (3) financial years at least the implementation and its
effectiveness, taking appropriate actions to address deficiencies."
Based on the above and given that the evaluation of the Corporate Governance System is carried out
periodically every three (3) financial years at least, the first evaluation is expected to be completed by the
beginning of 2025 at the latest, with a maximum reporting period of 17/07/2021 – 31/12/2024.
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.
Annual Financial Report of 31.12.2023
30
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.
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. Preparation of reports to the audited units with findings, the risks arising and suggestions for
improvement, if any.
f. Attendance of the meetings of the Audit Committee, performance of secretary duties and preparation
of the minutes of the meetings of the Audit Committee.
Annual Financial Report of 31.12.2023
31
g. Attending the general meetings of the Company’s shareholders.
h. Providing 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 percentage 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. ICU 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 33.33%.
• KALPINIS – SIMOS BULGARIA EOOD (subsidiary). The Company participates by 100.00%
• PHOTODEVELOPMENT SA (subsidiary). The Company participates by 98.64%
• PHOTOENERGY SA (subsidiary). The Company participates by 97.50%
• ILIOSKOPIO SA (subsidiary). The Company participates by 97.50%
• PHOTOKYPSELI SA (subsidiary). The Company participates by 97.50%
• 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%
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 30.06.2023 by the
Ordinary General Meeting of shareholders) are the following:
• Athanasios Kalpinis with 3,104,250 shares (16.86% - direct participation)
• Elvira Kalpini with 2,070,500 shares (11.25% - direct participation)
• Sarmas Panagiotis with 1,357,400 shares (7.37% - direct participation)
• Nikolaos Simos with 1,350,000 shares (7.33% - direct participation)
• Dominiki Natalia Simou with 1,350,000 shares (7.33% - direct participation)
• Sakellariou Nikolaos with 1,144,703 shares (6.22% - direct participation)
• Sakellariou Christos with 1,144,702 shares (6.22% - direct participation)
• Panagiotis Simos-Kaldis with 683,687 shares (3.71% - direct participation)
Mr. Panagiotis Simos, in addition to his participation in the company (percentage of 3.71%), retains the
status of usufructuary and the voting rights for an additional 900,000 shares (percentage of 4.89%) after
the transfer on 08/02/2024 of the bare ownership of 450,000 shares to Mr. Nikolaos Simos and of 450,000
shares to Ms. Dominiki Natalia Simou.
There are no significant indirect participations.
d) There are no securities and therefore owners that provide special control rights.
Annual Financial Report of 31.12.2023
32
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 (20) 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
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 General 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.
Annual Financial Report of 31.12.2023
33
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
General 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:
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
Annual Financial Report of 31.12.2023
34
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
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.
Annual Financial Report of 31.12.2023
35
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
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.
Annual Financial Report of 31.12.2023
36
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
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.
Annual Financial Report of 31.12.2023
37
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 2023, the Board of Directors of the Company met thirty two (32) times. The frequency of
members' participation in the meetings of the Board of Directors is presented in the following table:
From 01/01/2023 to 31/12/2023
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
32/32
2
Athanasios Kalpinis
Chief Executive Officer -
Executive Member
32/32
3
Elvira Kalpini
Vice Chairman - Non-
Executive Member
32/32
4
Irene Simou - Kaldi
Non-Executive Member
32/32
5
Andreas Kalpinis
Executive Member
32/32
6
Anastasios Binioris
Executive Member
32/32
7
Vasileios Manesis
Executive Member
32/32
8
Konstantinos Gianniris
Non-Executive Member until
27/12/2023
32/32
9
Smaragdi Athanasakou
Independent Non-Executive
Member
32/32
10
Nikolaos Georgiadis
Independent Non-Executive
Member
32/32
11
Georgios Kolovos
Independent Non-Executive
Member until 12/01/2024
32/32
12
Zisimos Daniel Mantas
Independent Non-Executive
Member
32/32
13
Eleni Gianniri
Independent Non-Executive
Member from 12/01/2024
0/32
Annual Financial Report of 31.12.2023
38
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 2023.
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 Company's Board of Directors of 27/12/2023 and 12/01/2024, which will
be also ratified at the next Ordinary General Meeting of Shareholders, a new eleven-member Board of
Directors was elected with the following composition:
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
Eleni Gianniri
Independent Non-Executive
Member of the Board of Directors
12/1/2024
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
Annual Financial Report of 31.12.2023
39
No.
Full name of
Member of the Board
Capacity of
Member of the Board
Start of term
End of term
11
Nikolaos Georgiadis
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, whereas for Ms. Gianniri on 12.01.2024
respectively, 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
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.
Annual Financial Report of 31.12.2023
40
Eleni Gianniri
Independent non-executive member of the Board of Directors, member of the Audit Committee. She has
studied Economics at the University of Piraeus, Greece. She holds a postgraduate degree in Management
from Lancaster University, UK and has the "Corporate Banking for Account Officers" certification of the
Hellenic Bank Association. Finally, she has significant professional experience in the financial industry
and in business financing. From the year 2008 until today, she has been working at Alpha Bank as a
Senior Relationship Manager.
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
published articles in the official journal of Mechanical and Electrical Engineers and he has received the
"Renewable Energy" award at the Hellenic Energy Forum.
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.
Annual Financial Report of 31.12.2023
41
Vasileios Manesis: Executive Member of the Board of Directors of the Company, Chief Executive Officer
of the Group 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 has served as Accounting
Manager, Financial Controller and Investor Relations Officer. Since 2012, he holds the position of Chief
Executive Officer of the Group. He is also an Executive Member of the Board of Directors of the company
THRACE GREENHOUSES S.A., while he was also an Executive Member of the Board of Directors of the
company TATA ELASTON S.A.
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
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.
Theodora Giannakopoulou: Head of the Internal Audit Unit. She is a graduate of the Department of
Economics of the National and Kapodistrian University of Athens (EKPA), Greece and holds the ACCA
(Association of Chartered Certified Accountants) and CICA (Certified Internal Controls Auditor)
professional degrees. She also holds the title of Practicing Chartered Auditor Accountant (on suspension).
She has significant professional experience having worked as Internal Auditor at KPMG Advisors for over
10 years. She has been working at the Company since 2023 holding this position.
The following table includes the external professional commitments of the members of Board of Directors:
Annual Financial Report of 31.12.2023
42
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:
Members of the Board of Directors
S/N
Full Name
Capacity
Number of Shares
of the Company
on 31.12.2023
1
Panagiotis Simos -
Kaldis
Chairman - Executive Member of the
Board of Directors
683,687
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
-
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
Eleni Gianniri
Independent Non-Executive Member of
the Board of Directors
-
9
Zisimos Daniel Mantas
Independent Non-Executive Member of
the Board of Directors
-
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
Eirini Simou - Kaldi
STEEL CENTER S.A.
-
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
PHOTOISXYS LTD
100%
Manager
PHOTOENERGY SA
97.5%
BoD Member
METAL-PRO SA
100.00%
BoD Member
ELASTRON LOGISTICS
SINGLE MEMBER 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 31.12.2023
43
Members of the Board of Directors
S/N
Full Name
Capacity
Number of Shares
of the Company
on 31.12.2023
10
Smaragdi Athanasakou
Independent Non-Executive Member of
the Board of Directors
-
11
Nikolaos Georgiadis
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 31.12.2023
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
78,104
7
Grigorios Bouzakis
Technical Manager
-
8
Theodora Giannakopoulou
Head of the Internal Control Unit
-
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.
Annual Financial Report of 31.12.2023
44
The selection of the members of the Board of Directors will not be excluded due to discrimination based
on gender, race, color, national 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.
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 being provided 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
36%
64%
Representation of the Board of
Directors by Gender
Γυναίκες
Άνδρες
Annual Financial Report of 31.12.2023
45
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 2023 is in progress and will
be completed within the first half of the year 2024.
Suitability Policy of the Members of the Board of Directors
The Ordinary General Meeting of 24.06.2021 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.
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
Annual Financial Report of 31.12.2023
46
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.
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.
Annual Financial Report of 31.12.2023
47
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 of
30.06.2022, as well as the meetings of the Board of Directors of 27.12.2023 and 12.01.2024, 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
27/12/2023
3
Georgios Kolovos
Member of the Audit Committee
- Independent Non-Executive
Member of the Board of
Directors of the Company.
30/6/2022
12/1/2024
4
Nikolaos Georgiadis
Member of the Audit Committee
- Independent Non-Executive
Member of the Board of
Directors of the Company.
27/12/2023
30/6/2025
5
Eleni Gianniri
Member of the Audit Committee
- Independent Non-Executive
Member of the Board of
Directors of the Company.
12/1/2024
30/6/2025
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 eleven (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
Annual Financial Report of 31.12.2023
48
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 Mr. Nikolaos Georgiadis and Ms. Eleni Gianniri 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.
- 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 of Directors 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.
Annual Financial Report of 31.12.2023
49
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.
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.
Annual Financial Report of 31.12.2023
50
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
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.
Annual Financial Report of 31.12.2023
51
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
➢ 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.
Annual Financial Report of 31.12.2023
52
➢ 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 in appropriate manner
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 2023, the Audit Committee met twenty three (23) times. The participation in the meetings
of each member is presented in the following table:
Audit Committee Meetings from 01.01.2023 to 31.12.2023
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
23/23
Annual Financial Report of 31.12.2023
53
2
Eleni Gianniri
Member of the Audit Committee - Independent
Non-Executive Member of the Board of Directors
(member of the Audit Committee since
12/01/2024)
0/23
3
Nikolaos Georgiadis
Member of the Audit Committee - Independent
Non-Executive Member of the Board of Directors
(member of the Audit Committee since
27/12/2023)
01/23
4
Konstantinos Gianniris
Member of the Audit Committee - Independent
Non-Executive Member of the Board of Directors
(member of the Audit Committee until
27/12/2023)
22/23
5
Georgios Kolovos
Member of the Audit Committee - Independent
Non-Executive Member of the Board of Directors
(member of the Audit Committee until
12/01/2024)
23/23
Note: The denominator of the fraction in the above tables, refers to the total number of meetings of the Audit
Committee within the year 2023.
Proceedings of the Audit Committee
The topics and activities of the Audit Committee for 2023 are summarized in the following table:
Proceedings of the Audit Committee in Year 2023
⚫ 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.
Annual Financial Report of 31.12.2023
54
Proceedings of the Audit Committee in Year 2023
⚫ 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.
⚫ 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
29/12/2023
Annual Financial Report of 31.12.2023
55
Composition of the Remuneration and Nomination Committee
Α/Α
Full Name
Capacity
Start of Term
End of Term
4
Smaragdi Athanasakou
Independent Non-
Executive Member of
the Board of Directors
of the Company
29/12/2023
30/6/2025
Purpose of the Remuneration and Nomination Committee:
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 two (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
Annual Financial Report of 31.12.2023
56
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.
➢ 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 of Directors 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.
Annual Financial Report of 31.12.2023
57
➢ 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
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 2023, the Remuneration & Nomination Committee held six (6) meetings. The participation
in the meetings of each member is presented in the following table:
Meetings of the Remuneration & Nomination Committee from 01.01.2023 to 31.12.2023
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
6/6
2
Georgios Kolovos
Member of the Committee until 29/12/2023
– Independent Non-Executive Member of
the Board of Directors until 12/01/2024
5/6
Annual Financial Report of 31.12.2023
58
3
Elvira Kalpini
Member of the Committee since
01/07/2022 – Vice Chairman and Non-
Executive Member of the Board of
Directors
6/6
4
Smaragdi Athanasakou
Member of the Committee since
29/12/2023 – Independent Non-Executive
Member of the Board of Directors
1/6
Note: The denominator of the fraction in the above table refers to all meetings of the Remuneration and Nomination
Committee within the year 2023.
It is noted that on 29/12/2023, Mr. Georgios Kolovos was replaced in the Remuneration and Nominations
Committee by Ms. Smaragdi Athanasakou.
The issues and activities of the Nomination and Remuneration Committee for 2023 are summarized in
the following table:
Proceedings of the Remuneration and Nomination Committee and Meetings
⚫ Approval of the calendar of meetings of the members of the Nomination & Remuneration
Committee and the budget concerning the training of the members of Board of Directors and Senior
Managers.
⚫ 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 as well as of the Nomination & Remuneration Committee.
⚫ Audit of fulfilment of the independence criteria of Law 4706/2020 with regard to the 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, 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.
Annual Financial Report of 31.12.2023
59
• 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.
• 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 the 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 2023, the Group announced its second corporate report for the year 2022, 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.
The page 14 summarizes the Group's actions towards society in the context of the social responsibility
culture.
Working with transparency and integrity
Annual Financial Report of 31.12.2023
60
We operate with transparency and business integrity in all our activities.
Acting 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
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.
Contributing 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:
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.
Annual Financial Report of 31.12.2023
61
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, 24 April 2024
The Chairman of the Board of Directors
Panagiotis Simos-Kaldis
Annual Financial Report of 31.12.2023
62
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 2023 and the separate and consolidated statements of comprehensive
income, changes in equity and cash flows for the year then ended, as well as the notes to the financial statements
that include material information about accounting policies.
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 2023, 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.
Annual Financial Report of 31.12.2023
63
Key Audit Matters of the Group and the Company
How our audit addressed the Key Audit Matter
Inventory (valuation)
The Group’s inventory on 31 December 2023 and 31
December 2022 amounted to € 63,240 thousand and €
50,429 thousand respectively representing approximately
34% and 27% 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.
Annual Financial Report of 31.12.2023
64
Trade receivables (Recoverability)
The trade receivables of the Group on 31 December 2023
amounted to € 33,345 thousand (€26,862 thousand on
31.12.2022). The above balances include a provision for
impairment of € 3,853 thousand (€3,827 thousand on
31.12.2022).
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 2023 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.
Annual Financial Report of 31.12.2023
65
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.
Annual Financial Report of 31.12.2023
66
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.
Annual Financial Report of 31.12.2023
67
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 2023.
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 two (2) years
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.
Annual Financial Report of 31.12.2023
68
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 2023 in XHTML
«2138001KV6MII4TOA973_20231231_viewer.html», as well as the provided XBRL file
«2138001KV6MII4TOA973-2023-12-31-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»).
In 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 2023, 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.
Annual Financial Report of 31.12.2023
69
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 2023 in XHTML
«2138001KV6MII4TOA973_20231231_viewer.html», as well as the provided XBRL «2138001KV6MII4TOA973-
2023-12-31-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, 26 April 2024
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 31.12.2023
70
1. Statement of Financial Position
G R O U P
C O M P A N Y
(Amounts in €)
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non-Current Assets
Self-used tangible assets
6
53,786,388.39
52,881,406.06
Investment property
6.7
0.08
1,473.76
Intangible assets
6
71,166.44
80,546.39
Investment in associates, subsidiaries and joint
ventures
2,4.
21
11,996,740.00
12,164,000.00
Long term receivables
8
843,816.40
1,350,532.31
Total Non-Current Assets
66,698,111.31
66,477,958.52
Current Assets
Inventories
9
63,239,791.74
50,429,066.96
Customers
8
33,405,189.70
26,862,497.49
Other receivables
8
3,852,011.52
1,311,714.78
Investments
10
950,389.21
412,920.01
Cash and cash equivalents
12
13,221,669.01
39,121,666.45
Total Current Assets
114,669,051.18
118,137,865.69
Total Assets
181,367,162.49
184,615,824.21
EQUITY
Shareholders' equity
Share capital
13
18,410,839.00
18,410,839.00
Share premium
13
11,171,177.70
11,171,177.70
Treasury shares
13
(284,897.53 )
(284,897.53)
0.00
Other reserves
13
22,652,265.37
22,095,078.28
Retained earnings
13
28,427,042.60
34,084,260.06
Total shareholders' equity
80,376,427.14
85,761,355.04
Minority interest
13
0.00
0.00
Total Equity
80,376,427.14
85,761,355.04
LIABILITIES
Long-Term liabilities
Loans
15
44,681,875.50
53,265,625.50
Provisions for employee benefits
17
492,790.70
481,890.80
Grants (deferred income)
27
2,276,220.41
2,460,821.71
Liabilities from leases
28
531,006.47
661,232.42
Deferred income tax
16
2,061,168.73
1,765,343.37
Provisions
72,000.00
72,000.00
Total Long-term Liabilities
50,115,061.81
58,706,913.80
Short-Term Liabilities
Suppliers
14
27,693,813.60
24,675,212.52
Other liabilities
14
1,847,003.11
3,142,674.86
Liabilities from leases
28
388,666.85
330,025.21
Derivatives
11
39,723.50
803,250.54
Short-Term Loans
15
20,906,466.48
11,196,392.24
Total Short-Term Liabilities
50,875,673.54
40,147,555.37
Total Liabilities
100,990,735.35
98,854,469.17
Total Equity and Liabilities
181,367,162.49
184,615,824.21
Annual Financial Report of 31.12.2023
71
2. Statement of Income and Other Comprehensive Income
GROUP
COMPANY
(Amounts in €)
Note
1.1 – 31.12.23
1.1 – 31.12.22
1.1 – 31.12.23
1.1 – 31.12.22
Sales
19
181,993,177.10
179,790,603.21
Cost of sales
20
(166,805,234.30 )
(153,550,991.46 )
(166,437,435.23)
(153,118,577.83)
Gross profit / (loss)
15,555,741.87
26,672,025.38
Other income
20
2,625,219.84
5,698,965.05
Distribution expenses
20
(14,526,036.44 )
(11,981,334.65 )
(14,526,036.44)
(11,981,334.65)
Administration expenses
20
(3,308,661.03 )
(3,255,960.56 )
(3,039,202.62)
(3,008,516.55)
Other expenses
20
(351,035.86 )
(690,442.08 )
(232,237.25)
(472,613.56)
Earnings / (losses) before interest and
taxes (EBIT)
383,485.40
16,908,525.67
Financial income
20
612,916.41
529,715.15
Financial cost
20
(5,277,915.80 )
(3,366,864.67 )
(5,321,774.98)
(3,344,465.12)
Investment results
10. 21
2,866,159.96
(376,194.87)
Income/(expenses) of companies
consolidated with the equity method
20
0.00
0.00
Earnings / (losses) before taxes (EBT)
(1,008,793.51 )
(1,459,213.21)
13,717,580.83
Income Tax
20
(293,559.82 )
(2,554,957.26 )
(213,545.89)
(2,486,519.19)
Earnings / (losses) after taxes (ΕΑΤ)
(a)
(1,302,353.33 )
(1,672,759.10)
11,231,061.64
Attributed to:
Shareholders of the parent
(1,305,847.59 )
(1,672,759.10)
11,231,061.64
Minority interest
0.00
0.00
Other comprehensive income /
(expenses) after taxes (b)
20
(331,165.07 )
291,718.09
(329,406.79)
Total comprehensive income/
expenses after taxes (a) + (b)
(1,014,125.10 )
(1,381,041.01)
10,901,654.85
Attributed to:
Shareholders of the parent
(1,017,619.36 )
(1,381,041.01)
10,901,654.85
Minority interest
0.00
0.00
Earnings / (losses) after taxes per share
– basic (in €)
22
(0.0710 )
(0.0910)
0.6100
Earnings / (losses) before interest, tax,
depreciation and amortization
(EBITDA)
2,721,424.11
19,020,658.23
Annual Financial Report of 31.12.2023
72
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 31.12.2021
13
Net Profit / (Loss) for the
period recorded in total
13
Sale of subsidiary
13,
25
(9,181.12 )
(9,181.12 )
Distribution of Profit for the
year 2021
11,
13
(4,823,639.67 )
(4,823,639.67 )
Hedging result
13
(329,406.79 )
(329,406.79 )
Foreign exchange differences
from consolidation
13
(1,758.29 )
(1,758.29 )
Balance on 31.12.2022
13
Net Profit / (Loss) for the
period recorded in total
13
(1,305,847.59 )
(1,302,353.33 )
Reduction of Share Capital of
subsidiary companies
13
(11,340.00 )
(11,340.00 )
Adj. of minority rights of
previous fiscal years
13
(946.95 )
Purchase of treasury shares
13
(284,897.53 )
(284,897.53 )
Distribution of earnings for the
year 2022
13,
25
(3,718,989.36 )
(3,718,989.36 )
Actuarial results
13
(37,688.70 )
(37,688.70 )
Hedging result
11,
13
Foreign exchange differences
from consolidation
13
(3,489.83 )
(3,489.83 )
Balance on 31.12.2023
13
(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 31.12.2021
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
Net Profit / (Loss) for the period recorded in
total
13
0.00
0.00
(1,672,759.10)
(1,672,759.10)
Distribution of Profit for the year 2022
13,
25
0.00
0.00
(3,718,989.36)
(3,718,989.36)
Hedging result
11,
13
0.00
0.00
329,406.79
329,406.79
Purchase of treasury shares
13
0.00
0.00
(284,897.53)
(284,897.53)
Actuarial results
13
0.00
0.00
(37,688.70)
(37,688.70)
Balance on 31.12.2023
13
18,410,839.00
11,171,177.70
50,794,410.44
80,376,427.14
Annual Financial Report of 31.12.2023
73
4. Statement of Cash Flows
(Amounts in €)
GROUP
COMPANY
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Operating Activities
Earnings before Tax (EBT)
(1,008,793.51 )
(1,459,213.21)
13,717,580.83
Plus / minus adjustments for:
Depreciation & amortization
2,522,540.01
2,199,452.33
Amortization of grants
(224,146.91 )
(184,601.30)
(87,319.77)
Provisions
(40,961.87 )
(37,418.94)
30,923.95
Impairment of assets
241,860.32
717,738.35
Results (income, expenses, profit and loss) from
investment activity
(3,542,816.80 )
(3,212,870.62 )
(3,324,791.32)
(3,156,483.80)
Debit interest and related expenses
5,321,774.98
3,344,465.12
Plus/minus adjustments for changes in working
capital accounts or those related to operating
activities
Decrease / (increase) of inventories
(12,810,724.78 )
(5,572,058.25 )
(12,810,724.78)
(5,572,058.25)
Decrease / (increase) of receivables
(7,434,424.39 )
(1,341,499.81 )
(6,875,493.01)
(883,019.82)
(Decrease) / increase of liabilities (apart from
banks)
1,715,360.80
642,323.46
Minus:
Debit interest and related expenses paid
(4,887,841.56 )
(3,303,432.77 )
(4,931,700.74)
(3,304,150.38)
Taxes paid
(1,867,752.10 )
(6,828,212.21 )
(1,849,591.30)
(6,828,193.66)
Total inflows/(outflows) from operating activities
(a)
(21,846,650.72 )
(21,671,998.49)
821,258.36
Investment Activities
Acquisition of subsidiaries, associates, joint
ventures and other investments
(450,000.00)
(10,000.00)
Purchase of treasury shares
(284,897.53 )
(284,897.53)
0.00
Reduction of Share Capital of subsidiary companies
517,260.00
0.00
Proceeds from sale of subsidiaries, associates and
joint ventures
0.00
1,583,417.98
Purchase – Sale of Securities
(337,924.80 )
(337,924.80)
104,692.03
Purchase of tangible and intangible fixed assets
(3,262,290.23 )
(4,652,521.16 )
(3,273,860.25)
(4,651,448.64)
Proceeds from sales of tangible and intangible
assets
157,000.00
5,286,046.80
Interest received
2,803,809.64
42.35
Total cash inflows/(outflows) from investment
activities (b)
(924,302.92 )
(868,612.94)
2,312,750.52
Financial Activities
Proceeds from issued / undertaken loans
93,600,000.00
109,325,000.00
Loan repayments
(92,863,750.00 )
(94,530,375.00 )
(92,863,750.00)
(94,530,375.00)
Repayment of leases
(407,661.08 )
(339,554.32 )
(384,484.56)
(317,191.52
Dividends payable
(3,527,345.79 )
(4,812,967.12 )
(3,711,151.45)
(4,812,967.12)
Total cash inflows/(outflows) from financial
activities (c)
(3,198,756.87 )
(3,359,386.01)
9,664,466.36
Net increase / (decrease) in cash and cash
equivalents for the period (a) + (b) + (c)
(25,969,710.51 )
(25,899,997.44)
12,798,475.24
Cash and cash equivalents at the beginning of the
period
39,121,666.45
26,323,191.21
Cash and cash equivalents at the end of the
period
13,221,669.01
39,121,666.45
Annual Financial Report of 31.12.2023
74
Notes on the Financial Statement
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