GROUP OF COMPANIES
AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS
S.A.
ANNUAL FINANCIAL REPORT
of the fiscal year from January 1, 2024 to
December 31, 2024
In accordance with article 4 of Law
3556/2007
AS Commercial-Industrial Company of Computers and Toys S.A.
NO. General Registry : 57546304000 AMAE: 22949/06/Β/90/107
Headquarters:Ionia Street, Oreokastro, 57013, Thessaloniki
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
1
CONTENTS
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS ........................ 3
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND CONSOLIDATED)
FOR THE FINANCIAL YEAR FROM 1 JANUARY 2024 TO 31 DECEMBER 2024 (in accordance with
article 4 of Law 3556/2007) .................................................................................................. 4
III. INDEPENDENT AUDITOR'S REPORT ........................................................................ 63
A. ANNUAL FINANCIAL POSITION STATEMENT ............................................................... 72
B. ANNUAL STATEMENT OF TOTAL INCOME ................................................................... 73
C. ANNUAL STATEMENT OF CHANGES IN EQUITY .......................................................... 74
IV. ANNUAL CASH FLOW STATEMENT ............................................................................ 76
V. NOTES ON CORPORATE AND CONSOLIDATED ANNUAL FINANCIAL STATEMENTS ........ 77
1. General information .................................................................................................... 77
2. Framework for the preparation of financial statements ............................................. 77
3. New Accounting Policies .............................................................................................. 79
4. Essential Accounting Policies ....................................................................................... 81
4.1 Consolidation and Participations in Subsidiaries .............................................. 81
4.2 Accounting policy for business combinations .................................................. 81
4.3 Owner-occupied Tangible Assets ................................................................... 82
4.4 Investment Real Estate ................................................................................. 82
4.5 Intangible Assets Element ............................................................................. 83
4.6 Impairment of Non-Financial Assets .............................................................. 83
4.7 Financial Instruments ................................................................................... 84
4.8 Stocks ......................................................................................................... 85
4.9 Cash and Cash Equivalents ........................................................................... 85
4.10 Equity .......................................................................................................... 85
4.11 Government Grants ...................................................................................... 86
4.12 Staff Benefits ............................................................................................... 86
4.13 Predictions ................................................................................................... 87
4.14 Deferred Taxation-Income Tax ...................................................................... 87
4.15 Revenue recognition ..................................................................................... 87
4.16 Dividends ..................................................................................................... 88
4.17 Leases ......................................................................................................... 88
4.18 Currency Conversions ................................................................................... 88
4.19 Reclassifications ........................................................................................... 89
5. Other Information ....................................................................................................... 89
5.1 Consolidated Financial Statements ................................................................. 89
5.2 Seasonality of activities ................................................................................. 89
6. Operating Sectors ........................................................................................................ 89
7. OTHER EXPLANATORY INFORMATION ........................................................................ 91
7.1 Owner-Occupied Tangible Assets and Rights of Use of Assets ......................... 91
7.2 Intangible assets - Goodwill .......................................................................... 94
7.3 Investment Real Estate ................................................................................. 96
7.4 Participations in subsidiaries.......................................................................... 96
7.5 Other non-current assets .............................................................................. 97
7.6 Stocks ......................................................................................................... 97
7.7 Trade accounts receivable ............................................................................ 97
7.8 Investments in fair value through results ....................................................... 99
7.9 Other current assets .................................................................................... 101
7.10 Cash and cash equivalents ........................................................................... 102
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
2
7.11 Paid-up Share Capital and Reserves.............................................................. 102
7.12 Lease liabilities ............................................................................................ 103
7.13 Deferred tax liabilities .................................................................................. 104
7.14 Staff benefits obligations due to exit from service .......................................... 105
7.15 Other long-term liabilities ............................................................................. 106
7.16 Debts to suppliers ....................................................................................... 107
7.17 Short-term loan obligations .......................................................................... 107
7.18 Other short-term liabilities ........................................................................... 107
7.19 Turnover..................................................................................................... 107
7.20 Sales Costs ................................................................................................. 108
7.21 Other operating income ............................................................................... 108
7.22 Administrative expenses .............................................................................. 108
7.23 Disposal Operating Costs ............................................................................. 108
7.24 Research and development expenses ........................................................... 109
7.25 Payroll costs................................................................................................ 109
7.26 Depreciation-Impairment ............................................................................. 110
7.27 Financial operating expenses ....................................................................... 110
7.28 Taxes ......................................................................................................... 111
8. Transactions with Connected Parties ........................................................................ 112
9. Financial risk management and financial assets........................................................ 114
10. Fair Value and Fair Value Hierarchy .......................................................................... 118
11. Commitments and contingent liabilities Guarantees granted ............................... 119
12. Earnings per Share ..................................................................................................... 121
13. Audit fees ................................................................................................................... 121
14. Events after the date of the Financial Position.......................................................... 121
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
3
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS
(according to article 4 paragraph 2 of Law 3556/2007)
We, the members of the Board of Directors of " AS COMMERCIAL INDUSTRIAL COMPANY
OF COMPUTERS AND TOYS S.A.:
1. Efstratios Andreadis son of Konstantinos, President of the Board of Directors and Chief
Executive Officer,
2. Anastasia Andreadou (née Angelos Kozlakidis), Executive Vice President of the Board of
Directors, Executive Member
3. Theodora Koufou son of Dimitrios, Executive Member of the Board of Directors,
in our above capacities, specifically appointed for this purpose by the Board of Directors of " AS
COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A" (hereinafter
referred to for brevity as the "Company") hereby declare and certify that, to the best of our
knowledge:
(a) The attached Corporate and Consolidated Annual Financial Statements for the year from
January 1, 2024 to December 31, 2024 of the Company AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS S.A as well as the companies included in the
consolidation taken as a whole, prepared in accordance with the applicable International
Financial Reporting Standards, as adopted by the European Union, accurately reflect the
Assets and Liabilities, Equity and Profit and Loss Statement for the twelve month fiscal year
ended 31 December 2024.
(b) The Report of the Board of Directors on these Financial Statements depicts in a true manner
the development, performance and position of the Company as well as the companies
included in the consolidated Financial Statements, taken as a whole, including a description
of the main risks and uncertainties they face.
Thessaloniki, 15 April 2025
THE PRESIDENT OF THE BOARD OF
DIRECTORS
THE EXECUTIVE VICE-PRESIDENT
& CEO
OF THE BOARD OF DIRECTORS
EFSTRATIOS ANDREADIS
of Konstantinos
ANASTASIA ANDREADOU nee
Angelos Kozlakidis
VAT No: 025447871
VAT No: 040526342
THE MEMBER OF THE BOARD
OF DIRECTORS
THEODORA KOUFOU of
Dimitrios
VAT No : 116532026
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
4
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND
CONSOLIDATED) FOR THE FINANCIAL YEAR FROM 1 JANUARY 2024 TO 31
DECEMBER 2024 (in accordance with article 4 of Law 3556/2007)
Dear Shareholders,
This Annual Report of the Board of Directors of the Company relates to the period of the financial
year 2024, was prepared in accordance with the provisions of articles 150-154 of Law 4548/2018,
article 4 of Law 3556/2007 and the relevant executive decisions issued by the Hellenic Capital
Market Commission and refers to the Annual Corporate and Consolidated Financial Statements
(hereinafter the "Financial Statements") of December 31, 2024 and the twelve-month financial
year ended on that date.
This Report contains the financial statements for the financial year from 1 January 2024 to 31
December 2024, the significant events that took place during 2024, the description of the main
risks and uncertainties, the significant events that took place after the end of 2024 and until its
completion, the significant transactions of the Company and the AS Company Group S.A. (the
"Group") with the related parties as well as the Corporate Governance Statement.
The Annual Financial Statements (Corporate and Consolidated), the Report of the Independent
Statutory Auditor and the Report of the Board of Directors of AS EMPORIKI INDUSTRIALIKI
SOCIETÀ PC/Y PACHLIDION S.A. are posted at: https://ir.ascompany.gr/el/home/.
The Corporate and Consolidated Financial Statements were prepared in accordance with the
International Financial Reporting Standards (IFRS), as adopted by the European Union (EU).
The Annual Report of the Board of Directors presents in a true manner the development,
performance, position of the Company, as well as the companies included in the consolidated
Financial Statements as a whole.
The amounts in this Financial Report are presented in Euros.
A. FINANCIAL REPORT 2024
In 2024, the Group recorded a historical record of sales, which amounted to 31 million euros. An
increase of 8,05% compared to the corresponding fiscal year of 2023. On the contrary, a slight
decrease was recorded in EBITDA, of 6,07%, as well as in profits before taxes, which showed a
drop of 6,48% compared to the corresponding figures of the previous year. The decline in
profitability is mainly attributed to the increase in operating expenses, due to the start of the new
business activity (Chicco & Dorel), as the relevant revenues were recorded in the last quarter of
2024. In addition, increased investments in marketing activities, both in Greece and Romania, in
the context of the Management's overall strategy to strengthen market shares, further
contributed to the decline in profitability. Profit before taxes amounted to 5,57 million euros for
the current fiscal year, compared to 5,95 million euros during the corresponding fiscal year 2023.
On 31.07.2024, the Company completed the acquisition of the stocks and intangible commercial
assets of Chicco, Boppy, Bébé Comfort and Safety First products from the previously exclusive
distributor "V. & M. Skarmoutsos S.A.", where the total amount of the transaction amounted to €
1.524.063 of which 874.063 relates to inventories. At the same time, the Company, on
31.07.2024, proceeded to the conclusion of contracts for the acquisition of exclusive distribution
rights in new product categories in the in the field of infant development and children's products,
with Artsana Spa (Chicco and Boppy) (Italy) for Greece and Cyprus, as well as with Maxi Miliaan
BV (Dorel) (Netherlands) for Greece. These strategic partnerships are part of the Group's broader
business direction to expand and strengthen its product portfolio. It is estimated that these new
partnerships will contribute positively to the formation of financial results, with their impact
reflected as early as the fiscal year 2025.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
5
The Group's turnover abroad through its two subsidiaries in Cyprus and Romania increased by
6,02% in 2024, compared to the corresponding year last year, an increase attributed to the high
growth rates of sales in Romania. Specifically, earnings before taxes showed an improvement of
5,95%. The share of subsidiaries' sales in the consolidated turnover stood at 15,72% in the
financial year 2024, compared to 16,02% in the financial year 2023, while EBITDA was recorded
at 17,19% and 15,19% respectively.
At the end of 2024, the Group maintained high liquidity, which amounted to EUR 15,9 million
compared to 14,3 million euros of the corresponding last year, ensuring a very healthy financial
position, which is based on profitable activity and balanced management of capital expenditures.
Cash reserves, fair value investments and the value of investment properties amounted to
€20.093.566 on 31.12.2024, recording an increase of 1.779.323 compared to the corresponding
year of the previous year.
The most important figures of the Company and the Group in relation to 2023 were as follows:
The Group's gross profit ratio remained at satisfactory levels and stood at 48,57%, compared to
48,30% in the corresponding last year, as part of the Management's broader strategy to focus
on products with higher added value.
Operating expenses, mainly marketing expenses as well as expenses related to the new infant
development business (Chicco & Dorel) showed an increase of 18,68%, which led to a decrease
in EBITDA, which amounted to 16,66% of sales, compared to 19,16% of the previous year. In
absolute terms, EBITDA amounted to 5,17 million euros, compared to 5,50 million euros of the
fiscal year 2023, recording a decrease of 6,07%. At comparable figures, adjusted EBITDA,
excluding the impact of the new infant development activity, would have stood at 18,0% of sales
for the fiscal year 2024.
The Group's pre-tax results amounted to EUR 5,57 million. compared to 5,95 million euros of last
year's fiscal year, recording a decrease of 6,48%, while profits after taxes amounted to 4,21
million euros compared to 4,53 million euros of the previous year, recording a decrease of 7,14%.
The Group's total inflows from operating activities amounted to 4,645 thousand Euros in the fiscal
year 2024 compared to 764 thousand Euros in the fiscal year 2023. The negative cash flows
from cash activities for the financial year 2023 are due to cheques maturing 30-12-2023 & 31-
12-2023 deposited in the Company's bank accounts on the first business day of 2024.
Company
1.1 to
31.12.2024
1.1 to
31.12.2023
V %
1.1 to
31.12.2024
1.1 to
31.12.2023
V %
Sales
31.007.216
28.697.172
8,05%
28.497.970
26.441.071
7,78%
% of Gross Profit
48,57%
48,30%
44,95%
44,91%
EBITDA
5.165.980
5.499.810
-6,07%
4.277.963
4.664.520
-8,29%
% in sales
16,66%
19,16%
15,01%
17,64%
Profit before tax
5.568.119
5.954.153
-6,48%
6.295.830
5.102.520
23,39%
Profit after tax
4.209.660
4.533.462
-7,14%
5.054.725
3.804.717
32,85%
Total inflows from
operating activities
4.644.727
-763.761
-708,14%
3.018.138
-922.449
-427,19%
Cash Reserves &
Investments
15.851.825
14.318.363
10,71%
13.605.391
12.129.096
12,17%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
6
Net Profit before taxes: The change in profitability compared to the previous financial year for
the Group and the Company is attributed to:
Parent ( A )
A. Increase in Sales Volume
924.615
B. Gross profit % increase
9.761
C. Increase in operating expenses
-1.382.998
D. Increase of Financial Revenues
41.279
E. Increase of other operating income
62.065
F. Depreciation increase
-91.412
Total change in profit before tax
-436.690
Subsidiary Activity ( B )
50.657
Total Change ( A + B )
-386.033
Leverage Ratio: The position of the Leverage Ratio as at 31.12.2024 excluding IFRS 16 in euros
was as follows:
Group
Company
31.12.2024
31.12.2023
V %
31.12.2024
31.12.2023
V %
Bank Lending
0
0
0
0
minus: Cash &
Investments
-15.851.825
-14.318.363
-13.605.391
-12.129.096
Net Debt
-15.851.825
-14.318.363
10,7%
-13.605.391
-12.129.096
12,2%
Equity
39.338.113
37.714.952
4,3%
37.817.781
35.349.627
7,0%
Leverage Factor
-40,30%
-37,96%
-35,98%
-34,31%
The Company or the Group has not resorted to bank lending. The leverage ratio appears increased
compared to 2023. Cash reserves, in addition to short-term investments, are higher than bank
lending by 13,6 million and 15,9 million (Company and Group respectively), which certifies the
healthy financial situation of the Company and the Group.
The adjusted leverage ratio taking into account the impact of IFRS 16 is as follows:
Group
Company
31.12.2024
31.12.2023
V%
31.12.2024
31.12.2023
V%
Bank Lending & Lease
Liabilities
811.902
507.715
747.978
420.624
less : Cash &
Investments
-15.851.825
-14.318.363
-13.605.391
-12.129.096
Net Debt
-15.039.922
-13.810.649
8,9%
-12.857.413
-11.708.472
9,8%
Equity
39.338.113
37.714.952
4,3%
37.817.781
35.349.627
7,0%
Leverage Factor
-38,23%
-36,62%
-34,00%
-33,12%
Working capital: The comparative data for working capital were formed as follows:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
7
Group
Company
31.12.2024
31.12.2023
V%
31.12.2024
31.12.2023
V%
Current Assets
38.878.498
36.388.460
36.317.980
32.972.809
Short-Term Liabilities
-8.399.791
-7.341.490
-7.898.816
-6.799.270
Working Capital
30.478.708
29.046.971
4,9%
28.419.164
26.173.539
8,6%
The Group's Reserves amounted to 9.083 thousand Euros compared to 6.867 thousand Euros of
the previous year and represent 18,6% of the total Assets, compared to 15,0% of the
corresponding previous year. The increase by 1.273 thousand Euros is mainly due to infant
development stocks.
Trade receivables for the Group are reduced compared to the previous year by 1,311 thousand
Euros.
Group
Company
31.12.2024
31.12.2023
V%
31.12.2024
31.12.2023
V%
Stocks & Receivables
from Customers &
Other Data
23.026.673
22.070.097
22.712.590
20.843.714
minus: Commercial &
Other Short-term
Obligations
-8.238.181
-7.247.563
-7.763.423
-6.747.525
Net Working Capital
14.788.493
14.822.534
-0,2%
14.949.167
14.096.188
6,1%
% in sales
47,7%
51,7%
52,5%
53,3%
Earnings per share: The Group's earnings per share based on the weighted number of shares
amounted to 0,3226 euros compared to 0,3470 euros in the previous year, recording a decrease
of 7,03%. The weighted number of shares on 31.12.2024 amounted to 13.049.694.
Capital Expenditures: The Group's investments for the purchase of tangible and intangible
assets amounted to 73.083 euros in the financial year 1.1.2024 to 31.12.2024 compared to
575.741 euros in the corresponding comparative financial year 2023.
Research and development expenses: In fiscal year 2024, the Company and the Group
incurred expenses reduced by 13,24% compared to the previous fiscal year, i.e. 170 thousand
Εuros compared to 196 thousand Εuros.
Key Economic Indicators: The key economic indicators of 31.12.2024 and 31.12.2023,
31.12.2022 were formed as follows, taking into account the impact of IFRS 16:
Group
31.12.2024
31.12.2023
31.12.2022
a. Economic Structure
Indicators
Current Assets / Total Assets
79,6%
79,6%
82,6%
Equity/ Total Liabilities
414,7%
471,5%
533,6%
Equity / Fixed Assets
807,4%
788,2%
728,2%
Current Assets / Short-Term
Liabilities
462,9%
495,7%
537,4%
b. Performance & Efficiency
Indicators
31.12.2024
31.12.2023
31.12.2022
EBITDA/Turnover
16,7%
19,2%
16,3%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
8
Gross Results/Sales
48,6%
48,3%
42,8%
Sales / Equity
78,8%
76,1%
82,6%
Company
31.12.2024
31.12.2023
31.12.2022
a. Economic Structure
Indicators
Current Assets / Total Assets
77,7%
77,1%
80,2%
Equity / Total Liabilities
423,5%
477,1%
555,3%
Equity / Fixed Assets
777,1%
740,1%
695,3%
Current Assets / Short-Term
Liabilities
459,8%
484,9%
541,4%
b. Performance & Efficiency
Indicators
31.12.2024
31.12.2023
31.12.2022
EBITDA/Turnover
15,0%
17,6%
14,1%
Gross Results/Sales
45,0%
44,9%
39,2%
Sales / Equity
75,4%
74,8%
80,0%
Facilities: The Company maintains offices and a warehouse in Oreokastro, Thessaloniki, in its
own premises. The Company also maintains leased offices and exhibition space in Attica. In
Cyprus and Romania, the subsidiaries lease space for their offices.
Personnel: The number of employees employed at the end of the 2024 audited year amounted
to 89 employees in the Group, i.e. 83 in the parent company and 6 in the subsidiaries in Cyprus
and Romania. At the end of the previous year, the number of employees in the Group amounted
to 79 employees, i.e. 73 in the parent company and 6 in the subsidiaries in Cyprus and Romania.
Participations: The structure of the Group as of 31.12.2024 is as follows:
Name Method Integration % Parent
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. Parent
Ionia Street, Oreokastro,
57013, Thessaloniki, Greece
AS COMPANY CYPRUS LTD Total Consolidation 100%
Akadimias 21, Aglantzia
2017, Nicosia, Cyprus
AS KIDS TOYS S.R.L Total Consolidation 100%
24 Delea Veche street, building A, floor 8,
office 8-2, module M.2.1.
2nd district, Bucharest, Romania
For the financial year ended 31.12.2024, Consolidated Financial Statements were prepared, which
include the financial data of the subsidiaries "AS COMPANY CYPRUS LTD" and "AS KIDS TOYS
S.R.L.".
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
9
The financial statements of the Group's subsidiaries that are consolidated and whose shares are
not traded on any stock market are posted at the following address:
https://ir.ascompany.gr/el/home/.
B. IMPORTANT EVENTS OF 2024
1st
Resolutions of the Annual General Meeting
The Annual Ordinary General Meeting of the Company's Shareholders met on June 20, 2024 and
resolved the following:
1) approved the Corporate and Consolidated Annual Financial Statements for the financial year
1.1.2023 to 31.12.2023 (Management Report in consolidated form for the Company and its Group
and Annual Financial Statements for the Company and its Group, based on Law 4548/2018 and
the International Financial Reporting Standards) with the Certified Auditor's Report thereon).
2) approved the distribution of a dividend for the financial year 2023, of a gross amount of
0,13762556 €/share, i.e. a total amount to be distributed to shareholders of 1.796.192,21 euros.
The gross amount is increased by the dividend corresponding to the 74.726 treasury shares held
by the Company and were not entitled to a dividend.
3) approved the overall management of the Board of Directors for the fiscal year 1.1.2023
31.12.2023 pursuant to article 108 of Law 4548/2018 and the discharge of the Auditors for the
same fiscal year, pursuant to article 117 par. 1 c. c' of Law 4548/2018.
4) approved the remuneration and benefits to the members of the Board of Directors for the fiscal
year 1.1.202331.12.2023.
5) approved, after the agreement of the Remuneration and Nomination Committee, the approval
of the remuneration to be paid during the current fiscal year 2024 to the members of the Board
of Directors.
6) approved the payment of additional remuneration (bonus) to ten (10) executives of the
Company from the distributed profits of the financial year 2023.
7) approved the election of the company of Certified Auditors under the name KPMG Certified
Auditors SA (AM:114), based in Athens, Stratigou Tombra 3, P.C. 15342, Agia Paraskevi, for the
audit of the annual and semi-annual Corporate and Consolidated Financial Statements and the
issuance of the annual tax certificate for the financial year 2024 (1.1.2024-31.12.2024).
8) approved the amendment of article 4 of the Company's Articles of Association regarding the
purpose, with the addition of new purposes.
Also, during the same annual Ordinary General Meeting:
1) The President of the Audit Committee informed the shareholders regarding the annual report
of the Audit Committee's activities, in accordance with article 44 par. 1 of Law 4449/2017 during
the fiscal year 1.1.2023 - 31.12.2023.
2) the reports of the independent non-executive members of the Board of Directors were
submitted to the General Meeting by the Non-Executive Vice-President and independent member
of the Board of Directors for the period from the previous corresponding report (25.5.2023) until
the convening of the 2024 Ordinary General Meeting.
3) the Remuneration Report of the members of the Board of Directors for the fiscal year 1.1.2023
31.12.2023 was submitted, in accordance with article 112 par. 3 of Law 4548/2018, which was
approved by the General Meeting. The report is published, as stipulated by Law, on the website
of the company https://ir.ascompany.gr/el/
4) the Board of Directors announced to the General Meeting the election of two new independent
non-executive members of the Board of Directors to replace those who have resigned and the
General Meeting unanimously approved the election of the new members and the definitive
attribution to them of the status of independent non-executive members of the Board.
2nd Resignation of members of the Board of Directors
Mr. Ioannis Apostolakos, independent non-executive member of the Board of Directors and
member of the Company's Audit Committee, in his letter dated 15.4.2024 to the Company and
the President of the BoD, submitted his resignation effective from the day of the election of his
replacement by the BoD, given that on 8.5.2024 he would have completed a 9-year term as a
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
10
member of the Company's Board of Directors and, therefore, he would no longer fulfill the
independence criteria in the context of the application of Law 4706/2020.
Also, Mr. Michael Zarkadis, an independent non-executive member of the Board of Directors and
a member of the Audit Committee and the Remuneration and Nominations Committee of the
Company, in his letter dated 15.4.2024 to the Company and the President of the BoD, submitted
his resignation with effect from the day of the election of his replacement by the BoD, for personal
reasons (retirement). As stated by the above members of the Board of Directors in their letters,
until the election of their replacement, they would fully perform their duties, both as members of
the Board of Directors and as members of the Committees in which they participated, as it
happened.
3rd Reconstitution of the Board of Directors into a Body and Committees of the Board
of Directors
The Board of Directors of the company, during its meeting on 30/04/2024, and following the
previous recommendation of the Remunerations and Nominations Committee dated 30/04/2024:
(a) Accepted the resignations of Mr. Michael Zarkadis and Mr. Ioannis Apostolakos, from the
positions of the independent non-executive members of the Board of Directors and from their
positions in the Company's Committees (Mr. Zarkadis from the Audit Committee and the
Remunerations and Nominationss Committee and Mr. Apostolakos from the Audit Committee),
which were submitted as above (under 2nd).
(b) Elected as new independent non-executive members of the Board of Directors, to replace the
above resigned, Mr. Athanasios Chrysafidis and Mr. Georgios Vletsos, for a term of office until the
end of the term of office of the existing BoD, i.e. until 02/06/2025 or until the convergence of the
Annual Ordinary General Meeting of the year 2025, if it is held after 02.06.2025. During the same
meeting of 30.2024, the Board of Directors was reconstituted into a body.
Furthermore, the Board of Directors, during its above meeting, following the above changes in
its composition, decided:
(a) The appointment of the new independent members of the Board of Directors, Mr. Athanasios
Chrysafidis and Mr. Georgios Vletsos, as members of the Audit Committee, which is a committee
of the Board of Directors, after it has been established that both of the above persons have all
the required formal and substantive qualifications, as they meet all the requirements of article 44
of Law 4449/2017 and Law 3016/2002 and all the criteria of independence, within the meaning
of the provisions of par. 1 of article 4 of Law 3016/2002 and par. 1 and 2 of Article 9 of Law
4706/2020. In addition, they have sufficient knowledge in the field in which the Company
operates (wholesale), have knowledge and understanding of corporate governance issues and
the relevant framework.
(b) The appointment of the new independent member of the BoD, Mr. Athanasios Chrysafidis, as
a member of the Remuneration and Nominations Committee, which is a committee of the BoD,
after it has been established that he has all the required formal and substantive qualifications and
meets all the requirements of independence, within the meaning of the provisions of par. 1 of
article 4 of Law 3016/2002 and par. 1 and 2 of Article 9 of Law 4706/2020.
The composition of the Board of Directors and its Committees, as well as the CVs of all their
members, are posted on the website of https://ir.ascompany.gr/el/.
4th Participation in exhibitions
Following the Company's successful presence at domestic and international exhibitions in 2023,
AS moved with the same determination in 2024 to consolidate its position in the toy market. At
the beginning of 2024, it participated in the International Toy Fair in Nuremberg
("Spielwarenmesse"). Also, at the end of February 2024, the Annual Corporate Exhibition was
held in Greece, at the Company's premises in Attica. In November 2024 it took part in the Preshow
Noel Toys & Games Exhibition in Duvel, France, creating contacts and prospects for new
collaborations with important companies in the field. The Company's presence in exhibitions
abroad is of great importance for the effort to open new markets. For this reason, the Company
plans to actively participate in industry exhibitions throughout the year.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
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5th Commencement of the Own Share Acquisition Program
Pursuant to the decisions of the Annual General Meeting of Shareholders of 23.06.2023 and of
the Board of Directors of 23.02.2024, on Monday, 26.02.2024, the implementation of the Own
Share Acquisition Program with effect until 23.06.2025 began, according to which the purchase
of its own (treasury) shares is provided for at a maximum rate of 5% of the total shares existing
at the time of the General Meeting's decision (23.6.2023) and its paid-up capital, corresponding
to 656.301 shares out of a total of 13.126.020 shares, with a market price range from 0,50/share
(minimum) to 4,00/share (maximum). Within the framework of the Program, in 2024 the
Company purchased 33.753 treasury shares, with a total acquisition value of €89.422,81. The
total number of treasury shares held by the Company on 31.12.2024 amounts to 96.193, with a
total acquisition value of 211.828,58.
6th Investment Activity
Implementing a previous decision of the Company's Management for the acquisition of real estate
in the area of Crete, in the context of the more efficient utilization of the high liquidity available
to the Group, on 29.1.2024 the Company acquired by purchase a plot of land without a building,
of an area of six thousand six hundred and sixty-seven (6.667) square meters approximately, at
a price of 205.000,00, in the real estate area of the settlement "Pezoulou", in Elounda, Agios
Nikolaos, Lasithi, adjacent to properties that the Company had acquired in an earlier year.
7th Dividend Payment Ordinary & Extraordinary General Meeting
On July 15, 2024, the paying bank "Piraeus Bank S.A." paid to the shareholders, the dividend
approved by the General Meeting of 20.6.2024, which amounted to a net amount to be collected
from the shareholders of 0,130744 euros per share, i.e. a total amount of € 1.712.270,04 (Total
Amount of Money Distributed minus dividend tax), after the dividend was increased by the
dividend corresponding to the own shares held by the Company at the time of the dividend cut-
off date.
The Extraordinary General Meeting of the Company's Shareholders held on 16.12.2024 decided
to distribute the extraordinary cash distribution of a total gross amount of 690.843,30 euros from
the balance of taxed and undistributed profits for the fiscal year 2021. The above extraordinary
cash distribution corresponds to a gross amount of 0,0530201439 €/share, which was increased
by the distribution amount corresponding to the 96.193 treasury shares held by the Company at
the dividend cut-off date of the right to participate in the extraordinary distribution and was not
entitled to participate in the distribution.
8th Conclusion of exclusive distribution agreements
The Company completed the acquisition of the stocks and intangible commercial assets of the
products Chicco, Boppy, BéComfort and Safety First from the previously exclusive distributor
"V. & M. Skarmoutsos S.A." The total value of the transaction amounted to € 1.524.063 of which
€ 874.063 relates to inventories. At the same time, the Company proceeded on 31.07.2024 with
the conclusion of the contracts for the acquisition of exclusive distribution rights for new
categories of products related to infant and child development. Specifically, the contracts were
concluded with the following companies: 1. Artsana Spa (Italy), for the exclusive distribution of
products under the above brands Chicco and Boppy in Greece and Cyprus. 2. Maxi Miliaan BV
(Dorel) (Netherlands) for exclusive distribution of products under the Comfort and Safety
First brands in Greece.
The Group decided that together the acquired inputs and the substantive processes contribute
significantly to the ability to generate revenues and therefore, the Group concluded that the
acquisitions from "V. & M. Skarmoutsos S.A." should be classified as a Business Combination. The
new partnerships align with the Company's strategy to expand its product portfolio to fully meet
the needs of infants and children. The Company has estimated that the new categories will have
a positive impact on its financial results, as it leverages new distribution channels, while utilizing
its existing infrastructure.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
12
9th Appointment of market makers
In August 2024, based on the provisions of articles 1.3 and 2.4 of the Athens Stock Exchange
Regulation, the Company entered into market making agreements with Eurobank Equities S.A.
and with "PANTELAKIS" SECURITIES S.A. with the following basic terms:
1. The market makers will transmit to the Trading System of the Athens Stock Exchange pairs of
market making orders (i.e. simultaneous buy and sell orders) on own account on the Company's
shares, in accordance with the specific provisions of the applicable legislation. For this service,
the Company will pay the agreed fees.
2. The market making contracts have a duration of one (1) year from the date of commencement
of market making on the Company's shares.
The start date of the market making for both special negotiators was set by the Import and
Market Operation Committee on Monday, September 2, 2024.
In December 2024, based on the provisions of articles 1.3 and 2.4 of the Athens Exchange
Regulation, the Company entered into a market making agreement with "PIRAEUS SINGLE-
MEMBER S.A." the following basic terms:
1. The market maker will transmit to the Trading System of the Athens Exchange pairs of market
making orders (i.e. simultaneous buy and sell orders) on own account on the Company's shares,
in accordance with the specific provisions of the applicable legislation. For this service, the
Company will pay the agreed fee. 2. The market making agreement has a duration of one (1)
year from the date of commencement of market making on the Company's shares.
10th Issuance of tax certificate for fiscal year 2023
The tax audit of the Company for the financial year 2023, carried out by the Certified Public
Accountant in accordance with article 65A of Law 4174/2013, was completed on October 31,
2024, and the corresponding Tax Compliance Report was issued with a conclusion "without
reservation".
C. FINANCIAL RISK MANAGEMENT AND FINANCIAL ASSETS
The Group is exposed to various risks related to its operations and can have a significant impact
on financial results, business operations and cash flow.
C1 . Planning to address major risks
The Group's Management has prioritized the following 5 most important risks in terms of achieving
its strategic objectives.
- Profitable growth risk. In order to achieve the goals of profitable organic growth, it is
imperative to plan to respond to risks and limit their consequences.
- Risk of sustainable development. In order to achieve the Sustainable Development Goals
and reduce the risk of the consequences of competitiveness in relation to large companies
that can take advantage of their faster adaptation, comprehensive plans must be in place
to deal with them.
- Internal risk factors. In order to achieve the Company's goals and vision, a healthy
organization is required that will be able to improve existing fundamental competencies,
develop new such as internationalization competencies, new digital competencies with
an emphasis on digitalization and collective leadership with high standards of corporate
governance, adapted to the specificities and size of the Group and the Company.
- Compliance Risks. Compliance with the requirements of the legislative framework is a
continuous process that the Group must and strives to respond to consistently.
- Risks from Geopolitical Developments. Geopolitical developments in the wider region are
causing uncertainty and affecting the global supply chain.
C2 . Categorization of risks
The main risks to which the Company and the Group are exposed have been categorized as
follows:
a. Business Risks
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
13
Risks related to the Group's strategy and the industry in which it operates, such as the speed of
response to changing customer/consumer demands, competition, regulatory framework and the
Company's reputation, as well as issues such as technological innovation.
b. Operational Risks
Risks in relation to the operation of the Group, arising from factors such as the supply chain
(supplies, production, distribution), financial information. Errors fraud and malicious actions of
third parties that may affect the information system and communications as well as the security
of customer service.
c. Financial Risks
Risks arising from the broader macroeconomic environment and factors that constitute obstacles
for the Group to meet its commitments and financial targets. The primary objective is to maintain
strong credit and sound business indicators to support its business plans.
d. Risks from Geopolitical Developments
Geopolitical developments in the wider region continue to cause global uncertainty, affect the
global supply chain and intensify inflation. Uncertainty has increased in recent months due to U.S.
trade policy. The ongoing military conflict between Russia and Ukraine, countries in which the
Group has no activity, as well as the attacks by the Houthi rebels on ships in the Red Sea hinder
commercial activity and lead to increased transport costs.
C3 . Description of the most significant risks and uncertainties
The main risks that have a direct impact on financial results are listed.
(a) Exchange rate risk
This risk relates to the euro ratio to other currencies related to the sales and purchases of the
Company and its Subsidiaries.
The Group carries out a significant part of its imports originating in China and Hong Kong which
are priced in US dollars (USD). In 2024, purchases in dollars accounted for 67,1% of total
purchases compared to 75,6% of purchases in the corresponding previous year. The value of
imports in dollars (USD) increased by +19% compared to the corresponding year last year.
The Group has cash and investment products in dollars (USD), which cover 47,3% (2023: 52,5%)
of the value of dollar imports made in 2024.
The average euro/dollar exchange rate over the last 4 years has been as follows:
2021
2022
2023
2024
Average exchange rate
1,1827
1,053
1,082
1,085
Annual % Change
3,6%
-11,0%
2,8%
0,3%
In 2024, the Group did not use derivative financial products to reduce the exposure to foreign
exchange risk arising from the markets.
Due to the Group's activity in Romania through its subsidiary AS KIDS TOYS S.R.L., there is a
currency risk of impairment of its net position from assets valued in Romanian Lei (RON). Based
on the overall figures of the Group's net position, this risk remains at low levels.
(b) Interest rate risk
The Group Companies have credit limits in banks, but due to the significant liquidity, they have
not resorted to bank lending in 2024 and all their working capital needs are financed by their own
funds.
The Group does not use derivative financial products in order to reduce its exposure to the risk
of interest rate changes at the date of preparation of the Financial Report.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
14
The Group is monitoring developments very closely, adjusting its policy to protect its high reserves
and continuing to invest in high-grade investment portfolios.
The Management considers that the aforementioned risk is not expected to materially affect the
financial position of the Company and the Group.
(c) Risk from fluctuations in commodity market prices and dependence on commodity supply
Given that a large part of the toys available to the Company and the Group originate in China,
any change in China's trade relations with the European Union or a change in the exchange rate
of the Chinese Yuan in relation to USD, which is priced in a large part of the Group's markets, as
well as in transport costs, may have a positive or negative impact, where applicable, on the one
hand, the supply of customers and the Group's sales, on the other hand, the Cost of Goods Sold
and Profitability.
Given that more than 60% of the Group's products originate in China and Hong Kong in order to
limit the economic impact of extraordinary events (indicatively: temporary trade embargo
imposition of tariffs, etc.), the Management has adopted a policy of higher stocks, in order to
ensure the smooth supply of its customers.
The Company continuously monitors the economic data of the Chinese toy market, maintaining
long-term relationships with its suppliers. It also attends exhibitions in China, aiming to form a
list of suppliers who could serve it.
(d) Credit and liquidity risk
It refers to the risk that the Company or the Group may face if a customer or customers fails to
fulfill their contractual obligations. In order to reduce their credit risk, the Group and the Company
apply a rational credit policy, taking into account market data, which they collect from information
banks, on the creditworthiness of their customers. The Group's and Company's claims come
mainly from wholesale sales, while a significant part of the claims come from large customers.
The financial situation of the clients is constantly monitored by the Group and the Company,
controlling the size of the credits provided, as well as the credit limits of each client. If necessary,
additional security and guarantees are requested.
Potential credit risk exists in available and cash equivalents, as well as in investments. In such
cases, the risk may arise from the inability of the counterparty to meet its obligations to the
Group. The Group ensures that it maintains appropriate diversification, and invests in
organizations with an increased credit rating to reduce risk.
The credit risk, which may arise from the inability of financial institutions to meet their obligations
to the Group in terms of investments and cash reserves, has been significantly reduced, as the
most significant part of them are placed either in systemic Greek banks or in international banks
outside Greece, of high investment rating.
The liquidity risk lies in the possibility that the Group will find itself in a position that will not allow
it to meet its financial obligations. As it emerges from the financial statements, both at the
Company and Group level, the liquidity risk is fully controlled (see working capital ratio).
GROUP
31.12.2024
31.12.2023
31.12.2022
Index Current Assets/ Short-
Term Liabilities
462,9%
495,7%
537,4%
COMPANY
31.12.2024
31.12.2023
31.12.2022
Index Current Assets / Short-
Term Liabilities
459,8%
484,9%
541,4%
With regard to the cash flow risk, it is noted that the Company and the subsidiary in Cyprus are
adequately protected, which is due: a) to their good cash flows as mentioned above, b) to the
high creditworthiness they have from the banking institutions, c) to the financial assets of the
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
15
Company, the value of which appears in the financial statements does not deviate from their fair
value, d) to the safeguarding of cash in banks with a good evaluation by international firms and
e) the placement of the Company's funds for investment in marketable securities.
As for the Romanian subsidiary, as of 31.12.2024 it had cash reserves of 890 thousand, while
it has secured a bank financing line of € 200.000 which it has not used to date.
Due to the seasonality of the Group's product category, rational working capital management is
required, as possible weakness may burden its results with additional financial costs. The Group
has adequate lines of financing from banking organizations.
The following tables summarize the maturity dates of the Company's and the Group's financial
obligations, which appear at the date of preparation of the Financial Statements, based on the
payments arising from the relevant loan agreements or agreements with the counterparties.
Group
Totals
Up to 1 year
From 1 to 5 years
2024
2023
2024
2023
2024
2023
Debts to suppliers
4.096.052
4.004.692
4.096.052
4.004.692
0
0
Lease liabilities
811.902
507.715
161.610
93.926
650.292
413.788
Other short-term
liabilities
4.142.128
3.242.872
4.142.128
3.242.872
0
0
Total
9.050.083
7.755.278
8.399.791
7.341.490
650.292
413.788
Company
Sets
Sets
From 1 to 5 years
2024
2023
2024
2023
2024
2023
Lease liabilities
747.978
420.624
135.394
51.745
612.584
368.878
Debts to Suppliers
3.893.359
3.788.154
3.893.359
3.788.154
0
0
Other short-term
liabilities
3.870.064
2.959.371
3.870.064
2.959.371
0
0
Total
8.511.401
7.168.149
7.898.816
6.799.270
612.584
368.878
Based on the above-mentioned data, the Group's Management estimates that Cash Reserves and
Short-Term Positions, in addition to the aforementioned liquidity raising capabilities, adequately
offset the above-mentioned risks.
(e) Insurance Risk (non-financial risk)
Given that most of the Company's goods are forwarded from its Warehouse to customers, the
Company should be protected by its exposure to counterparty risk from the insurance of its
products.
To this end, the Company insures its premises at fair prices, by a consortium of insurance
companies, which provides it with adequate insurance coverage for all main risks.
The subsidiaries of Romania and Cyprus do not have their own warehouses and the movement
of goods is carried out through the Company's storage facilities. The products are insured during
their transportation, both to the Company's warehouses and until their delivery to the subsidiaries.
(f) Risks from the possible impairment of financial assets and other investments
The Company makes short-term investments (mainly bonds) of high credit rating after evaluating
the relevant ratings by international agencies. As a rule, the bonds, in which it invests part of its
cash reserves, are transferable securities, they are traded mainly on the secondary market but
also on other regulated markets. The risks arising from investments in bonds are a) risk of default
on the invested capital b) market risk related to fluctuations in bond prices, as a result of changes
in interest rates and inflation c) liquidity risk, resulting in the bond being sold at a price below fair
valuation and d) risk of early repayment by the issuer, resulting in a reduction in the expected
return and the inability to reinvest capital in products with similar returns.
The Company's Management, aiming to mitigate its investment risk, has invested in real estate,
in the context of an overall plan for a safer and more efficient utilization of the Group's high
liquidity.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
16
(g) Seasonality Risk
The Group is active in a sector that is very seasonal, especially during the Christmas and Easter
periods. Indicatively, the Group's sales in the last quarter of the financial year the Christmas
period constitute 33% to 43% of its annual sales. This seasonality requires proper planning of
receipts and timely delivery of the quantities requested by our customers.
Any inability of the Group to cope with the increased demand during these periods will negatively
affect the financial results for the entire financial year. In the face of this risk, the Company
ensures, as far as possible, to proceed with timely planning of orders and receipts, in order to
maintain sufficient stocks.
(h) Exposure to ESG Risks
The Group recognizes the risks and impacts that may arise in its business activity, due to the
climate crisis and the energy transition, which may affect its operations, while at the same time
it has identified great opportunities created through the use of recycled raw materials and the
investment in renewable energy sources.
In order to mitigate the risks arising from climate change, as well as to exploit the opportunities
that arise, in order to achieve positive financial results for itself and its operating environment,
the Group is constantly adapting its business model in order to continuously reduce its
environmental footprint. It achieves this through (a) self-production and the use of energy from
renewable sources (solar), (b) the reduction of the use of natural resources, with the use of
recycled raw materials, (c) the promotion of product recycling and (d) the calculation of the
environmental impact of the Group's activities.
Other Risks
The demand for the Company's products is influenced by external factors such as economic
uncertainty, the decrease in consumption and the preference of consumers for products with an
affordable selling price. In this context, the Company's Management has selected quality products
with a wide range of prices, which are attractive to consumers all year round.
The Group's Management aims to limit any negative impact of these risks on its financial results
and is constantly adapting to new situations in order to keep its activities unaffected.
D. COMPANY STRATEGY AND PROSPECTS FOR THE YEAR 2025
Despite global uncertainty due to geopolitical tensions, the Group set an all-time sales record in
2024. At the same time, inflation, although showing a de-escalating trend, continues to exert
pressure on household disposable income, limiting consumption to absolutely necessary
expenditure. At the same time, disruptions in global supply chains and increased transport costs
are weighing on businesses.
Our Group, operating in a constantly changing environment, maintains strategic flexibility and
focuses on enhancing its competitiveness and increasing sales. Diversifying our product portfolio,
focusing on innovation, further improving operational efficiency and careful geographical
expansion are key pillars of our strategy.
We continue to invest in expanding our presence in the markets where we operate, introducing
new products that meet the needs of consumers.
At the same time, the Company emphasizes on strengthening its digital presence and optimizing
operational processes through technology.
An important strategic step that took place in 2024 and is expected to contribute to the Group's
growth in 2025, is the conclusion of exclusive distribution agreements with Artsana Spa and Maxi
Miliaan BV (Dorel) for the Chicco, Boppy, Bébé Comfort and Safety First brands in Greece and
Cyprus. The Company's entry into new product categories related to infant and child
development, strengthens our portfolio and creates additional growth prospects. The utilization
of existing distribution structures and commercial partnerships is expected to have a positive
impact on the Group's financial results.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
17
In the area of liquidity management, the Management maintains a conservative approach,
ensuring the financial strength of the Group. At the same time, we continue to explore strategic
investment opportunities that will create added value and enhance long-term growth.
The Management remains committed to achieving its goals for 2025, which include:
• Maintain profitability through effective cost management and operational efficiency.
• Maintaining strong liquidity and low financial risk.
Strengthening our presence in the toy industry with competitive products and strategic
partnerships.
• Utilization of new partnerships in infant development for further revenue development.
• Optimal utilization of real estate investments, with the aim of creating additional value.
Guided by responsibility and transparency, the Company closely monitors developments in the
global economy and in particular in the sectors in which it operates, adapting its strategy where
necessary, in order to protect the interests of shareholders and ensure sustainable development.
As part of the own share acquisition program, the Company held 100.539 shares as of March 31,
2025, with the program continuing into 2025.
E. TRANSACTIONS WITH RELATED PARTIES
Related parties within the meaning of IAS 24 means, in addition to subsidiaries and affiliated
companies, the members of the Management Board and the Directors and their close relatives.
The shareholders (natural or legal persons) who held as of 31.12.2024, directly or indirectly, a
percentage greater than 5% of the total number of shares and the relevant voting rights of the
Company are listed in the table below.
Shareholder's name
Percentage of participation*
1. Andreadis Efstratios
31,35975%
2. Andreadou Anastasia
31,08181%
Transactions with related parties during the fiscal year 2024, i.e. intercompany sales/purchases
and intercompany balances, were all transactions within the scope of the Company's operation
and in market terms.
The overall framework of activities of the Company and its affiliated companies concerns AS
COMPANY CYPRUS LTD and AS KIDS TOYS S.R.L. No inter-company transaction was carried out
other than those described above.
Sales
2024
2023
AS COMPANY CYPRUS LTD
1.023.585
1.233.902
AS KIDS TOYS S.R.L
1.341.452
1.107.704
Total
2.365.037
2.341.606
Purchases
2024
2023
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
Other Transactions
2024
2023
AS COMPANY CYPRUS LTD
82.954
90.375
AS KIDS TOYS S.R.L
123.376
88.432
Total
206.331
178.806
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
18
Balances from commercial transactions
Receivables
2024
2023
AS COMPANY CYPRUS LTD
547.661
480.063
AS KIDS TOYS S.R.L
739.552
575.639
Total
1.287.213
1.055.702
Obligations
2024
2023
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
For the fiscal year 2024, a dividend was approved by the subsidiary AS COMPANY CYPRUS
LIMITED in the amount of EUR 1.630.000 (2023 : 0).
On 15 July 2024, the dividend approved by the General Meeting of 20.6.2024 by the paying bank
"Piraeus Bank S.A.", which amounted to EUR 0,130744 per share, i.e. a total amount of
1.712.270.04 (Total Amount of Money Distributed minus dividend tax), was paid to the
shareholders.
Also, on 23/12/2024, an extraordinary cash distribution was paid to the shareholders, from the
balance of the taxed and undistributed profits for the fiscal year 2021, approved by the
Extraordinary General Meeting of 16.12.2024 by the paying bank "Piraeus Bank S.A.", which
amounted to 0,0503691367 euros per share, i.e. a total amount of € 658.003 (Total Amount of
Money Distributed minus the extraordinary distribution tax).
The proposed gross dividend to be approved by the Annual General Meeting of Shareholders for
the year 2025, from the profits of the year amounts to € 0,17 per share.
The benefits to the Company's Managers and Management are analyzed as follows:
Remuneration and
Transactions of
Executives
Group
Company
Short-term benefits for
employees
2024
2023
2024
2023
Wages
613.197
590.194
613.197
590.194
Social Security Costs
92.343
90.495
92.343
90.495
Total
705.540
680.689
705.540
680.689
Remuneration and
Transactions of BoD
Members
Group
Company
Short-term benefits
2024
2023
2024
2023
Wages
449.748
440.000
419.748
410.000
Social Security Costs
79.119
76.257
78.249
75.387
BoD Fee Stamp
5.037
4.920
5.037
4.920
Other fees
43.180
0
43.180
0
Total
577.084
521.177
546.214
490.307
No loans have been granted to members of the Board of Directors or to Directors (and their
families). There were no changes in the transactions between the Company and its related
persons that could have material consequences on the Company's financial position and
performance.
The remuneration paid during the fiscal year 2024 to the President of the Board of Directors Mr.
Efstratios Andreadis, the Executive Vice President of the Board of Directors Mrs. Anastasia
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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Andreadou, the Executive Member Mr. Konstantinos Andreadis, the non-executive Vice President
of the Board of Directors Mr. Apostolos Petalas and the non-executive member Mr. Theophilos
Mechteridis, relate to remuneration in their capacity as members of the Board of Directors. The
Company does not proceed with the payment of fees to the Members of the Board of Directors
for their capacity as Members of the Audit & Remuneration and Nomination Committees. Also,
the remuneration of the resigned non-executive members of the BoD, Mr. Michael Zarkadis and
Mr. Ioannis Apostolakos on 30.4.2024 and of the new members of the BoD, Mr. Athanasios
Chrysafidis and Georgios Vletsos, refer to remuneration in their capacity as members of the Board
of Directors.
In accordance with the decision of the Annual General Meeting on 20.06.2024, the payment of
annual gross remuneration from the profits of the closed fiscal year 1.1.202331.12.2023 was
approved.
The non-executive member of the Board of Directors, Theophilos Mechteridis, was also paid
remuneration for the provision of customs brokerage services, in the context of his professional
cooperation with the Company, based on a relevant evaluation by the Remuneration Committee
and the Board of Directors and a corresponding contract. The remuneration paid to the executive
member of the Board of Directors, Mrs. Theodora Koufou, relates to the provision of employment
services to the Company throughout the fiscal year. The Directors who are not members of the
Board of Directors received remuneration based on the employment contracts they have with the
Company.
Also, with the General Meeting of shareholders on 20.06.2024, the payment of an additional
remuneration (bonus) of 122.242 euros (including employers' contributions) to executives of the
Company from the profits of the financial year 2023 was approved.
F. CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement has been prepared in accordance with Article 152 of Law
4548/2018, Law 4706/2020 and the relevant decisions, circulars and instructions of the Hellenic
Capital Market Commission (hereinafter referred to as "EC"). It is included in the Annual
Management Report of the Board of Directors of the Company for the fiscal year 2024, as a
special part of it and is available through the Company's website. The following corresponds to
the current legal and factual situation of the Company.
CONTENTS
I. Principles of Corporate Governance
II. Corporate Governance Code (K.E.D.)
III. Corporate Governance Practices in addition to the requirements of the legislation
IV. Deviations from the K.E.D. Justification
V. Description of the main features of the internal control and risk management systems of the
Company and the Subsidiaries in relation to the process of preparing the financial statements
VI. Information required under Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC of
the European Parliament and of the Council of 21 April 2004 on takeover bids, provided that the
Company is subject to that Directive.
VII. Information on the operation of the General Meeting of Shareholders and its basic powers,
as well as a description of the rights of shareholders and how they are exercised.
VIII. Information on the composition and operation of the Board of Directors
IX. Information on the composition and operation of the Audit Committee
X. Information on the composition and operation of the Remuneration and Nominations
Committee
XI. Diversity policy in administrative, management and supervisory bodies.
XII. Evaluation of the Company's Internal Audit System by an independent evaluator.
XIII. Evaluation of the Corporate Governance System
XIV. Evaluation (individual collective) of the BoD, the President and the CEO, the General
Manager and the Self-evaluation of the BoD Committees with the assistance of an external
evaluator.
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I. Principles of Corporate Governance
The Company has adopted and implements the Principles of Corporate Governance, in accordance
with the applicable Legislation and the applicable international practices, in combination with its
principles and corporate culture, with the aim of functionality and effectiveness, transparency
towards the investing public and the safeguarding of the interests of shareholders and all those
connected in any way with its operation.
II. Corporate Governance Code (K.E.D.)
In the context of the implementation of the current legislative framework and in accordance with
the specific provisions of article 17 of Law 4706/2020 and Decision 2/905/3.3.2021 of the Board
of Directors of the Hellenic Capital Market Commission, the Company has voluntarily adopted,
with the decision of its Board of Directors dated 15.7.2021, replacing the Corporate Governance
Code of the Hellenic Federation of Enterprises (SEV) (2013), the Greek Corporate Governance
Code (June 2021) of the Hellenic Corporate Governance Council (ESED), with deviations that are
consistent with its specific characteristics and make its management more flexible and functional
(see below, under IV).
The adopted Code, in its original form (without deviations), can be found at:
https://www.esed.org.gr/web/guest/code-listed
The Board of Directors may make amendments regarding the deviations of the Corporate
Governance Code applied by the Company.
III. Corporate Governance Practices in addition to the requirements of the legislation
The Company does not apply any additional Corporate Governance practices, other than those
provided for by the adopted Corporate Governance Code and the applicable Legislation.
IV. Deviations from the Corporate Governance Code Justification
The Company had adopted the Greek Code of Corporate Governance of the Hellenic Chamber of
Commerce (hereinafter referred to as the "Code") with certain deviations reflected in the decision
of the Board of Directors no. 762/15.01.2021.
Already with the decision no. 851/21.02.2025 of the Board of Directors of the Company, an update
of the above decision regarding the deviations (article 17 of Law 4706/2020) took place, in
compliance with par. 4.1.1. of the Athens Stock Exchange Regulation, taking into account: a) the
recent amendment of Law 4706/2020 pursuant to Law 5178/2025, which incorporated into
national legislation Directive (EU) 2022/2381 of the European Parliament and of the Council of
23.11.2022, regarding measures for gender balance in managerial positions, b) Law 5164/2024
"Incorporation of Directive (EU) 2022/2464 of the European Parliament and of the Council, of 14
December 2022 amending Regulation (EU) 537/2014, Directive 2004/109/EC, Directive
2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting (L 322) and
Commission Delegated Directive (EU) 2023/2775 of 17 October 2023 amending Directive
2013/34/EU of the European Parliament and of the Council as regards adjustments to the size
criteria for micro-enterprises; small, medium-sized and large enterprises or groups"
(incorporation of the CSRD Directive into national law), c) the new ASE Regulation (§ 4.1.1 of the
Regulation and Decision 25), according to which a declaration of compliance with the applicable
provisions on corporate governance as well as compliance or deviation from the applicable Code
on the basis of the principle of "compliance or explanation" should be made public on an annual
basis and d)the Policies and Procedures adopted by the Company since the entry into force of
Law 4706/2020 and until today, in the context of strengthening and shielding it in terms of
corporate governance (pillar "G" of the ESG Agenda). In particular, the deviations from the Code
adopted by the Company are the following:
1. In clause 1.20. of the Code stipulates that:
"The members of the Board of Directors receive the Agenda of the next meeting and the
supporting documents in a timely manner, i.e. before the expiry of the mandatory deadlines of
the Law, so that they can be studied, taking into account the complexity of the issues to be
discussed each time."
Divergence and Documentation:
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Article 14 par. 3 of the Company's Articles of Association provides that:
«3. The Board of Directors shall be convened by the President or his/her deputy, by means of an
invitation communicated to its members at least two (2) working days prior to the meeting and
at least five (5) working days if the meeting is to be held outside the company's registered office.
The invitation must also clearly indicate the items on the agenda: Otherwise, decision-making is
permitted only if all its members are present or represented and none of them opposes the
decision-making. In the case of a meeting by videoconference, the invitation to the members of
the Management Board must include all the information necessary for their participation in the
meeting."
According to article 94 of Law 4548/18 and article 15 par. 4 of the Company's Articles of
Association provides that:
«4. The preparation and signing of minutes by all members of the Board of Directors or their
representatives is equivalent to a decision of the Board of Directors, even if there has not been a
prior meeting. This regulation also applies if all the directors or their representatives agree that
their majority decision is recorded in minutes, without a meeting. The relevant minutes are signed
by all directors. The signatures of the directors or their representatives may be replaced by an
exchange of messages via e-mail or other electronic means, if this is provided for in the Articles
of Association. The minutes drawn up, in accordance with this Act, shall be recorded in the Book
of Minutes, in accordance with Article 93 of Law 4548/2018".
The Rules of Operation of the Board of Directors have been drafted and adopted since November
2022, in compliance with clause 1.15. of the Code. The Rules of Operation of the Board of
Directors provide, among other things, that:
«[..] II. Meeting Calendar Corporate Secretary
At the beginning of each calendar year, the Board of Directors prepares an indicative calendar of
meetings and an annual action plan, which is revised according to the developments and needs
of the Company, in order to ensure the correct, complete and timely fulfillment of its duties, as
well as the examination of all issues on which it makes decisions. At the same time, a calendar
of regular meetings of the Committees of the Board of Directors [Audit Committee &
Remuneration and Nominations Committee] is being prepared.
The Board of Directors is supported by a competent, specialized and experienced corporate
secretary, in order to provide assistance in compliance with internal procedures and policies,
applicable laws and regulations and to operate effectively and efficiently. The Corporate Secretary
is responsible, in consultation with the President, for ensuring immediate, clear and complete
information to the Board of Directors, the inclusion of new members, the organization of General
Meetings, the facilitation of communication between shareholders and the Board of Directors and
the facilitation of communication between the Board of Directors and the senior management.
[…] XIII. Convening and Meeting of the Board of Directors
The Board of Directors meets whenever the law, the Articles of Association or the needs of the
Company require it at the Company's registered office or at its branch in Attica. The Board of
Directors validly meets outside its headquarters in another place, either in Greece or abroad,
provided that all its members are present or represented at this meeting and none of them objects
to the holding of the meeting and decision-making. The Board of Directors may meet by
teleconference. In this case, to the extent necessary, the invitation to the members of the Board
of Directors shall include the necessary information for their participation in the meeting. The
Board of Directors is convened by the President or his deputy, with an invitation dispatched to its
members at least two (2) working days before the meeting and at least five (5) working days if
the meeting is to be held outside the Company's registered office. The invitation must also clearly
indicate the items on the agenda, otherwise decision-making is allowed only if all members of the
Board of Directors are present or represented and none of them opposes decision-making.
The members of the Board of Directors may take a decision without complying with the formalities
of the Law, provided that no member raises an objection, even without a prior meeting, under
the conditions provided for in article 94 of Law 4548/18 and articles 14 and 15 par. 4 of the
Company's Articles of Association. In practice, it has been proven that in many cases and provided
that the nature and object of the issue under discussion do not require the need for prior
information and study on it, the Board of Directors may take decisions according to the above,
for reasons of speed and flexibility.
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The convening of the Board of Directors may be requested by two (2) of its members by their
application to the President or his deputy, who are obliged to convene the Board of Directors, in
order for it to convene within a period of seven (7) days from the submission of the application.
The application must, under penalty of inadmissibility, clearly state the issues that will be dealt
with by the Board of Directors. If the Board of Directors is not convened by the President or his
deputy within the above deadline, the members who requested the convocation shall be allowed
to convene the Board of Directors within a period of five (5) days from the expiry of the above
period of seven (7) days, notifying the other members of the Board of Directors of the relevant
invitation [..]".
From the above, it can be concluded that the main meetings of the Board of Directors and its
Committees are recorded in the Annual Calendar of Meetings, which is approved at the beginning
of each year by the Board of Directors. With regard to these meetings, all members of the Board
of Directors receive in a timely manner - at least two (2) days before the meeting - the detailed
agenda of the meeting and the main supporting material on the items on the agenda.
It was also provided for in the context of clause XIII of the Rules of Operation of the Board of
Directors, that the members of the Board of Directors may take a decision without complying with
the formalities of the Law, provided that no member raises an objection, even without a prior
meeting, under the conditions provided for in article 94 of Law 4548/18 and articles 14 and 15
par. 4 of the Company's Articles of Association. In practice, it has been proven that in many cases
and provided that the nature and object of the issue under discussion do not require the need
for prior information and study on it, the Board of Directors may take decisions according to the
above, for reasons of speed and flexibility.
The Board of Directors considers that there is no risk from this discrepancy. In any case, the
deviation will be abolished if deemed necessary and for the benefit of the operation of the Board
of Directors and the Company.
2. In accordance with clause 2.2.12. of the CCC 2021 stipulates that:
"2.2.12. The independent non-executive members shall not be less than at least one second (1/2)
of the total number of members of the Board of Directors."
Discrepancy and documentation:
According to the current structure of the BoD, it consists of eight (8) members, of which four (4)
are executive members and four (4) non-executive members. Of the non-executive members,
three (3) are independent non-executive members. This structure has proven to be functional
and flexible in practice, meets the requirements of the current regulatory framework regarding
the necessary number of independent non-executive members in relation to the executive
members as well as the staffing needs of the Committees of the Board of Directors with the
persons and capacities provided for on a case-by-case basis. In accordance with the above, it is
considered that at this stage, with the existing structure and needs of the Company, the
administration and management of the Company's affairs is served in the best possible way,
without requiring the independent non-executive members of the Board of Directors to be not
less than 1/2 of the total number of its members.
It is noted that the current composition of the Board of Directors is also in line with the recent
provision of Article 5 of Law 5178/2025, pursuant to which Article 3A was added to Law
4706/2020 "Gender Balanced Representation in the Board of Directors".
The Board of Directors considers that there is no risk from this discrepancy. In any case, the
deviation will be abolished if deemed necessary and for the benefit of the operation of the Board
of Directors and the Company.
3. In accordance with terms 2.2.21., 2.2.22. and 2.2.23. of the Code:
"2.2.21. The President shall be chosen from among the independent non-executive members. In
the event that the President is chosen from among the non-executive members, one of the
independent non-executive members shall be appointed, either as Vice-President or as Senior
Independent Director.
2.2.22. The independent non-executive Vice-President or the Senior Independent Director as the
case may be: supports the President, acts as a liaison between the President and the members
of the Board of Directors, coordinates the independent non-executive members and leads the
evaluation of the President.
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2.2.23. Where the President is an executive, then the independent non-executive Vice-President
or the Senior Independent Director shall not replace the President in his executive duties."
Divergence and Documentation:
According to the current articles of association of the company (article 12), the Board of Directors
elects a President who is an executive President, a non-executive Vice President and an executive
Vice President. In the event that the President is absent or prevented from exercising his duties,
he/she shall be replaced as President of the BoD, in his/her non-executive duties by the non-
executive Vice-President and his/her executive duties by the Executive Vice-President, in case of
their absence or impediment, by another member of the Board of Directors in a corresponding
capacity, which shall be specifically determined by the Board of Directors.
The above regulations cover the provision of paragraph 2 of article 8 of Law 4706/2020, according
to which:
"In the event that the Board of Directors, by way of derogation from par. 1, appoints one of the
executive members of the Board of Directors as President, shall compulsorily appoint a Vice-
President from among the non-executive members".
Therefore, the adopted structure of the Board of Directors covers the requirements and definitions
of the Law and is judged to be functional and adequate, both in terms of regulatory compliance,
as well as in terms of flexibility and effectiveness in exercising the respective responsibilities.
The Board of Directors considers that there is no risk from this deviation. In any case, the
deviation will be abolished if deemed necessary and for the benefit of the operation of the Board
of Directors and the Company.
4. In accordance with the terms 2.3.1., 2.3.2., 2.3.3., 2.3.4 and 2.3.7 of the Code:
2.3.1. The Company has a framework for filling positions and succession of the members of the
Board of Directors, in order to identify the needs for filling or replacing positions and to ensure
the smooth continuity of the management and the achievement of the Company's purpose each
time.
2.3.2. The Company ensures the smooth succession of the members of the Board of Directors by
gradually replacing them in order to avoid a lack of management.
2.3.3. The succession framework shall take into account in particular the findings of the Board of
Directors evaluation in order to achieve the necessary changes in composition or skills and to
maximise the effectiveness and collective suitability of the Governing Board.
2.3.4. The Company also has a succession plan for the CEO. The preparation of a complete
succession plan for the CEO is entrusted to the Nomination Committee, which in this case ensures
that:
• identification of the required qualitative characteristics that the person of the CEO should fulfill,
• continuous monitoring and identification of potential internal candidates;
• if appropriate, search for potential external candidates;
and dialogue with the CEO regarding the evaluation of candidates for his position and other
senior management positions". 2.3.7. The Board of Directors shall establish a nomination
committee, which shall have the primary role in the nomination process, in the design of a
succession plan and for the members of the Board of Directors and senior management.
Also, in clause 3.3.2. of the Code provides that:
"3.3.2 "The Board of Directors shall ensure for the company the appropriate succession plan, for
the smooth continuity of the management of the company's affairs and the taking of decisions
following the departure of its members, in particular executive and committee members".
The Company, in the context of its compliance with Law 4706/2021 and the Circular 60/18.9.2020
of the Hellenic Capital Market Commission, with the no. 47/25.6.2021 decision of the General
Meeting of its shareholders approved the Suitability Policy of the members of the Board of
Directors, which was subsequently amended by the decision of the Board of Directors dated
30.11.2022 (1st Amendment of the Suitability Policy) and by the decision of the Board of Directors
dated 25.05.2023 (2nd Amendment of the Suitability Policy).
Also, with the minutes of the Remuneration and Nominations Committee dated 29.11.2024 and
the minutes of the Board of Directors 844/13.12.2024, the approval of the Succession Policy and
Procedure of the Members of the Board of Directors took place. The above Policy and Procedure
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provides for the succession of the members of the Board of Directors and the Chief Executive
Officer.
Therefore, there is no reason to foresee and justify a relative deviation (explain), in view of the
Company's compliance with terms 2.3.1., 2.3.2. and 2.3.3. of the Code, regarding the existence
of a plan for the replacement and succession of the members of the Board of Directors and the
Chief Executive Officer. However, the Company does not have a succession plan for senior
managers, in accordance with clause 2.3.7. given its small size and its constant cooperation with
its top management. The Company is oriented towards the future update of the Succession Policy
and Procedure of the Members of the Board of Directors, to include the Senior Managers, within
the current year. The Board of Directors considers that there is no risk from this deviation.
5. Clauses 2.4.3 and 2.4.4 of the Code provide for the following:
"2.4.3. The remuneration of the executive members of the Board of Directors and the company's
top executives is linked to the size of the Company, the complexity of its activities, the extent of
their responsibilities, their degree of responsibility, the corporate strategy, the company's
objectives and their realization, with the ultimate goal of creating long-term value for the
company. The process for developing a remuneration policy is characterised by objectivity and
transparency. The additional remuneration of the members of the Board of Directors should be
linked to the achievement of certain objectives and depend on or be justified by the company's
financial results based on its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information shall be disclosed separately in the
remuneration report, as well as in their approval by the General Meeting".
Deviation and Documentation:
The Company has not provided in the Remuneration Policy that it has adopted, nor does it grant
to the members of the Board of Directors additional remuneration, related to the achievement of
certain objectives or remuneration which depends or is justified by the Company's financial results
based on its annual financial statements. Likewise, no additional remuneration is provided or
granted to the members of the Board of Directors for their participation in other committees. The
members of the Board of Directors, in this capacity, receive fixed remuneration, which is defined
by the Remuneration and Nomination Committee to correspond to the financial situation of the
Company and the market conditions, taking into account various factors, such as the specific
duties of each member, the need to allocate the time required for their execution, etc. Members
of the Board of Directors who are associated with the Company with an employment relationship,
receive remuneration and benefits only on the basis of this relationship.
The Board of Directors considers that there is no risk from this deviation. In any case, the
deviation will be abolished if deemed necessary and for the benefit of the operation of the Board
of Directors and the Company.
6. Clause 2.4.10 of the Code provides for the following:
2.4.10. The Board of Directors examines and links the remuneration of the executive members
to indicators related to ESG and sustainable development issues that could provide long-term
value to the company. In this case, the Board of Directors shall ensure that these ratios are
relevant and reliable and promote the sound and effective management of ESG and sustainable
development issues."
Deviation and Documentation:
The Company has not linked the remuneration of the executive members of the Board of Directors
to the indicators related to ESG and sustainable development issues, given that fixed
remuneration is paid, based on the prevailing general financial conditions, as well as the financial
situation of the Company.
It is noted that the Company is not yet obliged -due to its size- to publish non-financial
statements, in accordance with Regulation 2014/95/EU and Law 4548/2018. However, in view of
the entry into force of Law 5164/2024, in accordance with the provision of article 14 par. 1 c)
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thereof
1
, the Company will start preparing within 2025 for the collection of the necessary data
for the preparation of the sustainability report.
In addition, it is noted that in the context of the Policy and Procedure of the Succession Plan, the
following has been included in the "Board Composition Skills Matrix" as a distinct
selection/evaluation criterion for the candidate members of the Board of Directors: "ESG expertise
| Experience in ESG issues".
The Board of Directors considers that there is no risk from this deviation. In any case, the
deviation will be abolished if deemed necessary and for the benefit of the operation of the Board
of Directors and the Company.
7. Clauses 5.1 and 5.6 of the Code provide for the following, in accordance with the
provision of Article 14 par. 3l of Law 4706/2020 and Article 151 of Law 4548/2018:
'MANDATORY PROVISION
5.1 Among other things, the Company's operating regulations include the sustainable
development policy followed by the Company, where required. […]
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy)
Deviation and documentation:
According to the first paragraph of par. 1 of Article 151 of Law 4548/2018: "1. Large Sociétés
Anonymes which are entities of public interest, within the meaning of Annex A of Law 4308/2014,
and which, at the date of closure of their balance sheets, exceed the average number of five
hundred (500) employees during the financial year, include in the management report a non-
financial statement containing information, to the extent necessary to understand the
development, the performance, position and impact of its activities, at least in relation to
environmental, social and labour issues, respect for human rights, the fight against corruption
and corruption-related issues. [..]». Initially, it was foreseen that the Company, due to its size,
does not fall under the conditions for the application of the above provision, which leads to the
obligation to adopt a sustainable development policy. Therefore, a deviation from clause 5.1 of
the Code has been introduced, given that the Company's Rules of Operation were not required
to include its sustainable development policy. The Board of Directors of the Company, reviewing
the recent provisions of Law 5164/2024, intends to make the appropriate moves within 2025 for
the adoption of the ESG Agenda and the appropriate preparation of the Company on ESG and
sustainable development issues, in view of the obligation to prepare sustainability reports with a
1st reference year in 2026 and a year of publication of the 1st sustainability report in 2027.
V. Description of the main features of the internal control and risk management
systems of the Company and its Subsidiaries in relation to the process of
preparing financial statements
An internal control system is defined as all the procedures implemented by the Board of Directors,
the Management and the rest of the Company's personnel, in order to ensure the effectiveness
and efficiency of corporate operations, the reliability of financial information aimed at the
preparation of financial statements and compliance with applicable laws and regulations. Among
other things, it includes the monitoring of financial information, the evaluation and improvement
of risk management and internal control systems, as well as the verification of compliance with
the institutionalized policies and procedures as defined in the Company's Internal Operating
Regulations and the applicable legislation.
The Cypriot subsidiary "AS Company Cyprus Ltd" in fiscal year 2024 entered its ninth year of
operation (established in May 2016) and the internal control and risk management systems are
currently exercised on a case-by-case basis by the Company's executives or external partners
who assist the Subsidiary's management.
1
Article 14 par. 1 c) of Law 5164/2024: "c) For the financial years starting from 1 January 2026: ca) to small and
medium-sized enterprises as defined in par. 4 and 5 of article 2 of Law 4308/2014, which are entities of public interest
of c. l) Article 2 of Law 4548/2018, and are not very small enterprises, as defined in par. 2 of Article 2 of Law 4308/2014".
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The Romanian subsidiary "AS KIDS TOYS S.R.L." in fiscal year 2024 formally entered its seventh
year of operation (its substantial activity started in the fourth quarter of 2018). The internal
control and risk management systems are currently exercised on a case-by-case basis by the
Company's executives or external partners who assist the Management of the Subsidiary.
The accounting services of the two subsidiaries have been assigned to local partners, who are
supervised by the Financial Director and the accounting department of the parent company on a
monthly basis.
The Company and the Subsidiaries apply the following audit and verification procedures for the
preparation of the financial statements:
The Accounting Department performs periodic accounts agreements on receivables,
liabilities, cash and short-term investments
Uniform budgets are prepared for the following year, which are approved by the Board
of Directors of the Company in cooperation with the directors of the subsidiaries.
Summary statements of profit and loss and financial position are prepared each month
on the basis of IFRS and uniform accounting applications and audits
Subsidiaries submit the half-year and annual statement of financial position and
statement of results and total revenues in accordance with specific closing and audit
procedures
The Department of Accounting carries out the consolidation entries based on IFRS.
The Financial Statements of the Company and the Group are audited by independent
statutory auditors, whose work is monitored and cooperated with by the Audit Committee.
The draft Financial Report of the Board of Directors is reviewed and audited by the Audit
Committee, which in turn makes recommendations to the Board of Directors of the
Company for its approval.
There are safeguards in place, related to the security of the information systems used and
classified access to the data, according to the hierarchical level and the user's duties.
Regular communication is carried out between the Statutory Auditors and the
Management and the Audit Committee, as well as the Audit Committee with the Financial
Director and the Head of the Internal Audit Unit.
The Board of Directors confirms the fulfilment of the requirements for independence of
the independent members of the Board of Directors at least on an annual basis and in
any case prior to the publication of the annual financial report.
It should be noted that according to the minutes of the Board of Directors no.
844/13.12.2024 and the minutes of the Audit Committee dated 13.12.2024, revised
auditing standards of subsidiaries are applied, which require closer cooperation between
the audit firm of the parent company and the auditors of the subsidiaries. However, this
change is not expected to have a major impact, given that the same audit firm has been
appointed throughout the group (parent company and subsidiaries) (KMPG)
2
.
As of 1.1.2023, the new ERP installed by the Company has been put into operation, which
contributes to the speed of receiving and processing data, which is used for more effective
management and business decision-making.
There are safeguards at the corporate level that are applied, on the one hand, by the Management
of each Company of the Group regarding the performance of corporate functions, and on the
other hand by the Company's Audit Committee regarding the Internal Audit System based on the
Internal Rules of Operation.
The Board of Directors continuously reviews and, in any case, at least once a year, the corporate
strategy for the main business risks, as well as the internal control systems it implements, in
cooperation with the Audit Committee.
2
Refer to minutes of the Audit Committee of 13.12.2024, where it is noted that for groups of
companies, the statutory auditors of the parent company should henceforth communicate with
the auditors of the subsidiaries and play a guiding role towards them, so that during the audit of
the subsidiaries the process is directed step by step by the auditors of the parent company and
is proven to the supervisory body of the audit firm, that the audit in all the companies of the
group was carried out by the Group Auditor of the parent company.
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Furthermore, in any case of transaction between related parties, including the transactions of its
subsidiaries with such parties, the Board of Directors receives all necessary information from its
competent executives on a case-by-case basis, in order to safeguard the interests of the Company
and its shareholders.
VI. Data required pursuant to Article 10(1)(c), (d), (f), (h) and (i) of Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004 on
takeover bids, provided that the Company is subject to that Directive.
The Company does not fall within the scope of the above Directive.
VII. Information on the operation of the General Meeting of Shareholders and its main
powers as well as a description of the rights of shareholders and how they are
exercised.
How the General Meeting operates
The General Meeting shall meet under the terms of Law 4548/2018 and the Company's Articles
of Association, which are published in its current form on the website of
https://www.ascompany.gr/ and in the General Commercial Registry.
The Board of Directors drafts and publishes draft resolutions in a timely manner and ensures the
careful preparation and smooth conduct of the General Meeting of Shareholders. In this context,
it facilitates the effective exercise of the rights of shareholders, who can easily and in the
prescribed ways be informed about the issues related to their participation in the General Meeting,
including agenda items and their rights. The General Meeting of Shareholders is the forum where
all the information and clarifications provided are provided, in the context of a substantive
dialogue between the Management and the shareholders. The Company shall post on its website
at least twenty (20) days prior to the General Meeting (with the exception of repetitive or
equivalent meetings) information on:
The date, time and place of convening of the General Meeting of Shareholders,
the basic rules and practices of participation, including the right to put items on the
agenda and to ask questions, as well as the deadlines within which these rights can be
exercised;
the voting procedures, the conditions of delegation by proxy and the forms used for proxy
voting;
the proposed agenda of the Meeting, including draft resolutions for discussion and voting,
as well as any accompanying documents;
the proposed list of candidate members of the Board of Directors and their CVs (if there
is a question of election of members),
The evaluation of the individual and collective suitability for the candidate new members
of the Board of Directors (if there is a question of electing new members), the
recommendations of the Board of Directors and the Nomination Committee and the
determination of the eligibility criteria of the candidate members of the Board of Directors,
by the Board of Directors itself, and
the total number of shares and voting rights at the date of the convocation.
any other element required by the applicable Legislation and/or the EC, within the
framework of its competences.
At least the President of the Board of Directors of the Company, the Vice-Presidents, the Chief
Executive Officer, the President of the Audit Committee, the President of the Remuneration
Committee, the internal auditor and the statutory auditor shall be present at the General Meeting
of shareholders in order to provide information and information on issues within their competence
that are subject to discussion, and on questions or clarifications requested by the shareholders.
The President of the General Meeting shall ensure that sufficient time is allocated for the
shareholders to submit questions and to answer them as fully as possible.
Basic powers of the General Meeting
The General Meeting of the Company's shareholders is the highest body of the Company and is
competent to decide on all the Company's affairs. The resolutions of the General Meeting are
binding on all shareholders and absent or dissenting.
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The General Meeting of the Company's shareholders is exclusively competent to decide on all
matters provided for in paragraph 1 of article 117 of Law 4548/2018 (including amendments to
the Articles of Association), without prejudice to the exceptions listed in paragraph 2 of the same
article.
Shareholder rights and how to exercise them
Any shareholder who appears in this capacity in the records of the entity in which the Company's
securities are held is entitled to participate and vote in the General Meeting of the Company. The
exercise of these rights does not require the freezing of the beneficiary's shares or the observance
of a similar procedure. Shareholders who have the right to participate in the General Meeting may
be represented at the General Meeting by a person they have legally authorized. Each share
provides for all the rights provided for by the Law as in force each time, as well as the Articles of
Association of the Company. The company provides through its website templates for the
appointment of a representative. Shareholders are informed by the Invitation of each General
Meeting about their rights and how to participate in it.
VIII. Information on the composition and operation of the Board of Directors
Suitability Policy of the members of the Board of Directors
The Company has a policy for the suitability of the members of the BoD, which includes all the
provisions of article 3 of Law 4706/2020. The policy in force today was approved by the minutes
of the Board of Directors of the Company no. 814/25.05.2023 and, subsequently, by the ordinary
General Meeting of the Company of 23.06.2023. The policy as in force is published on the
company's website https://www.ascompany.gr/
General principles regarding the selection, replacement or renewal of the term of
office of the members of the Board of Directors, in accordance with the Suitability
Policy
1. The Board of Directors has a sufficient number of members and an appropriate composition.
2. The Company seeks to staff the Board of Directors with persons of ethics and reputation.
3. The members of the Board of Directors must have the skills and experience required based
on the duties they undertake and their role on the Board of Directors, while at the same
time having sufficient time to perform their duties.
4. During the selection, renewal of the term of office and the replacement of a member of the
Board of Directors, the assessment of individual and collective suitability is taken into
account.
5. The prospective members of the Board of Directors shall be aware, as far as possible, before
assuming the position, of the Company's culture, values and general strategy.
6. The Board of Directors and the Remuneration and Nomination Committee monitor 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 necessary to re-evaluate
their suitability. In particular, a reassessment of suitability is carried out in particular in the
following cases: a) when doubts arise regarding the individual suitability of the members of
the Board of Directors or the suitability of the composition of the body, b) in case of
significant impact on the reputation of a member of the Board, c) in any case of occurrence
of an event that may significantly affect the suitability of the member of the Board, including
the independence of independent members, and cases in which members do not comply
with the Company's Conflict of Interest Policy. In any case, and in addition to the above-
mentioned cases, the suitability of the members is examined annually, through the
evaluation process, which takes place within the first quarter of each financial year.
7. According to par. 3 of article 9 of Law 4706/2020, the Board of Directors reviews, on an
annual basis per financial year, and prior to the publication of the annual financial report,
the fulfilment of the independence requirements of its independent non-executive members
and the relevant finding is contained in the Corporate Governance Statement. In
accordance with the current Suitability Policy, approved by the decision of the Board of
Directors dated 25.05.2023, the independent members sign a declaration of independence,
which examines the fulfilment of the requirements for independence and the disclosure of
any dependencies of the independent non-executive members of the Board of Directors and
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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the persons who have close ties with them, in accordance with article 9 of Law 4706/2020.
In the event that at any time it is established, by a competent body, that the conditions
have ceased to be met in the person of an independent member, the Board of Directors
shall take the appropriate actions to replace it.
8. The Board of Directors identifies as early as possible the needs for the filling of positions or
the replacement of its members and, in cooperation with the Remuneration and
Nominations Committee, draws up a relevant succession plan, in order to ensure the smooth
continuity of the management and the achievement of the company's purpose. The
succession plan takes into account the findings of the evaluation of the Committee and the
Board of Directors, in order to achieve the required changes in composition or skills and to
maximize the effectiveness and collective suitability of the Board of Directors.
9. With the no. 844/13.12.2024 minutes of the Board of Directors, following the
recommendation of the Remuneration and Nominations Committee dated 29.11.2024, a
Procedure and Policy for the succession of the members of the Board of Directors was
approved.
10. The Suitability Policy includes a detailed reference to the individual and collective evaluation
criteria, as well as diversity.
Composition of the Board of Directors
The Board of Directors exercises the administration and management of corporate affairs for the
benefit of the Company and all its shareholders, ensuring the implementation of the corporate
strategy and the fair and equal treatment of all shareholders, including minority shareholders and
foreigners. It is competent to decide on any issue concerning the Company, except for those for
which the General Meeting of Shareholders is competent by law or the Articles of Association.
The Company is managed, in accordance with its Articles of Association, by a Board of Directors,
which consists of at least seven (7) to a maximum of eleven (11) members. A legal person may
also be appointed as a member of the Board of Directors, which is obliged to appoint a natural
person for the exercise of its powers, as a member of the Board of Directors. The members of
the Board of Directors are elected by the General Meeting of the Company's shareholders for a
term of three (3) years.
The General Meeting may also elect alternate members in the event of the resignation or death
of the persons elected by it or for any other reason they have lost the status of a member of the
Board of Directors. If no alternate member has been elected and the position of a Director
remains vacant due to death, resignation for any reason, disqualification or legal incapacity, the
remaining Directors may, if there are at least three (3), elect a temporary replacement to fill the
vacancy for the remaining term of office of the consultant who has been deputized. The decision
of the election is made public and announced by the Board of Directors at the next General
Meeting, which may replace the elected, even if no relevant item has been listed on the agenda.
If the above supplementary election of a Director by the Board of Directors is not approved, the
General Meeting shall immediately elect another Director.
The current Board of Directors consists of eight (8) members, four executive and four non-
executive. Of the non-executive members, three (3) are independent, meeting the requirements
set by Law 4706/2020 on Corporate Governance.
The persons who currently make up the Board of Directors of the company are the following:
1. Efstratios Andreadis of Konstantinos, executive member of the BoD, President of the BoD,
and Chief Executive Officer.
2. Anastasia Andreadou (née Angelos Kozlakidis), Executive Member of the BoD, Executive
Vice President of the BoD.
3. Apostolos Petalas of Dimitrios, independent non-executive member of the BoD, Non-
Executive Vice-President of the BoD.
4. Theodora Koufou of Dimitrios, executive member of the Board of Directors
5. Konstantinos Andreadis of Efstratios, - executive member of the Board of Directors
6. Athanasios Chrysafidis of Paschalis, independent non-executive member of the Board of
Directors
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7. Georgios Vletsos of Christos, independent non-executive member of the Board of
Directors
8. Theophilos Mechteridis of Ioannis, non-executive member of the Board of Directors
The term of office of the Board of Directors, as provided for in the Articles of Association and set
by the General Meeting of 2.6.2022, is three years and ends on 02.06.2025, and is automatically
extended until the convening of the Annual Ordinary General Meeting of the year 2025, if it takes
place after 02.06.2025.
During the term of office of the current Board of Directors, two of its members were replaced. In
particular, on 15.04.2024, Mr. Ioannis Apostolakos and Mr. Michael Zarkadis, both independent
non-executive members of the Board of Directors, who had been elected by the General Meeting
of 2.6.2022, submitted their resignation, effective on the date of their replacement by the Board
of Directors, which took place on 30.04.2024. Mr. Ioannis Apostolakos resigned as a member of
the Board of Directors and a member of the Audit Committee, due to the imminent completion
of 9 years since his election to the Board of Directors of the company (on 08/05/2024) and, as a
result of this fact, the loss of the independence criteria of article 9 of Law 4706/2020. Mr. Michael
Zarkadis resigned as a member of the Board of Directors and as a member of the Audit Committee
and the Remuneration and Nominations Committee of the company, due to his retirement.
Pursuant to its no. 833/30.04.2024 decision, the Board of Directors, on the basis of a relevant
proposal of the Remuneration and Nominations Committee, which was formulated with a view to
fulfilling the criteria of individual and collective suitability, the conditions of independence of Law
4706/2020, as well as the other formal and substantive criteria provided for by the Company's
Rules of Operation and the applicable regulatory framework, elected Mr. Athanasios Chrysafidis
and Mr. Georgios Vletsos as new independent non-executive members of the BoD, to replace
the above resigned for the remaining period until the expiry of the term of office of the existing
BoD, i.e. until 02/06/2025 or until the convergence of the Annual Ordinary General Meeting of
the year 2025, if it is held after 02.06.2025.
The decision of the election was made public and announced by the Board of Directors at the
next General Meeting, which took place on 20.06.2024, which ratified the election of Mr.
Athanasios Chrysafidis and Mr. Georgios Vletsos as new independent non-executive members of
the Board of Directors, replacing those who resigned and the definitive attribution to the above
members of the status of independent non-executive members of the Board of Directors for the
period from now until the end of the term of office of the Board of Directors.
The existing composition of the Board of Directors of the Company meets the requirements of
article 3A par. 2 of Law 4706/2020, as added by Article 5 of Law 5178/2025, regarding the
balanced gender representation in the BoD, given that the participation of the underrepresented
sex in the BoD amounts to 25% of the total members of the BoD.
The operation of the Board of Directors is assisted by a Corporate Secretary. By decision of the
Board of Directors of the Company dated 16.11.2021, Mrs. Dionysia Chaikali has assumed the
duties of Corporate Secretary of the Board of Directors of the Company and its Committees as of
17.11.2021.
Short CVs of the members of the Board of Directors, Corporate Secretary and senior
managers
Members of the Board of Directors and Committees
1) Efstratios Andreadis, President of the BoD, Executive Member and Chief Executive
Officer.
He was born in 1957 in Vienna, Austria. He studied Mathematics at the University of Perugia in
Italy and is fluent in English and Italian. He has over 30 years of experience in the toy trade and
industry, holding the position of Executive President and Chief Executive Officer of the Company.
As co-founder of the Company together with Mrs. Anastasia Andreadou in 1990, he led its
establishment as a leading Greek toy design, production and distribution company, while
envisioning and leading its expansion into international markets, through strong partnerships with
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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well-known brands. He is recognized in the business community for his strategic approach,
innovation, and commitment to product differentiation and safety.
2) Anastasia Andreadou, Executive Vice President of the Board of Directors and
Executive Member.
She was born in 1950 in Thessaloniki and studied Accounting. She has been active in the field of
commerce since 1982. Along with the President of the Board of Directors Mr. Efstratios Andreadis,
they founded "AS Company SA" in 1990. Since then, she has been actively participating in the
management of the Company, with executive duties and from the position of Vice President of
the Board of Directors. Since the establishment of the Company, she has contributed decisively
to its strategic development in Greece and abroad, as well as to its financial stability, in order to
become a pioneer in the field of production and distribution of toys in the Greek and international
market. Her professional experience focuses on the management of financial operations,
specializing in strategic financial management, budgeting, cost control and ensuring long-term
sustainability. She has managed the preparation of financial reports and compliance with
accounting standards at a local and international level, while she has undertaken initiatives that
have improved the Company's operational performance. At the same time, she actively
participated in the development of the Company's product portfolio and the promotion of the
corporate brand in new markets. She speaks fluent English, thus having the ability to be active
in the international business environment. Her strategic thinking, business insight and dedication
have contributed decisively to the Company's success.
3) Apostolos Petalas, Non-Executive Vice President of the Board of Directors and
Independent Non-Executive Member of the Board of Directors, President of the Audit
Committee and of the Remuneration and Nominations Committee.
He was born in 1961 in Soufli, Evros. He holds a degree in Business Administration from the
University of Piraeus, certified in special programs in Leadership, Executive Management,
Economic and Strategic Analysis in the internal education system of Colgate Palmolive and
PepsiCo in the USA. From 1985 to 1990 he worked at Colgate Palmolive in various areas of
Financial Services. From 1990 to 1999 he held managerial positions in the Financial Sector of
PepsiCo and until 2007 he was President and CEO of PepsiCo in Greece. From 2007 to 2023 he
was an executive member of the Board of Directors and CEO of the listed company "Fourlis
Holdings S.A.", a Holdings company of the Fourlis Group. Since 2023 he is the General Manager
of the Hellenic Supermarket Association. He served as Vice President of the Association of Senior
Business Executives (ACO) and until 2022 was a Member of the Board of Directors of the Hellenic
Association of Retail Enterprises (SELPE).
4) Theodora Koufou, Executive Member of the BoD, General Manager
She was born in 1972 in the USA. He holds a BSc in Finance from New York University and a
master's degree in Economics from Pace University. She has been working for the Company since
September 2001. She was appointed General Manager of the Company in July 2015. From
September 2001 to June 2015 she served as the Company's Internal Audit Manager. Prior to
joining the Company, she had worked in the USA at John Kaldor USA, Angelika Films, etc. She
holds the position of manager of the subsidiary AS Kids Toys Srl in Romania. From the position
of General Manager of the Company, she has contributed decisively to the coordination of its
operations and its overall success.
5) Konstantinos Andreadis, Executive Member of the Board of Directors
He was born in 1980 in Thessaloniki. He received a BA in Business Administration from Kingston
University ICBS (Bachelor Degree). He also holds an MA in Marketing Management from
Middlesex University. From 01.12.2004 to 30.09.2016 he was employed in the Company's Sales
Department, a position that has offered him a deep knowledge of customer-centric planning.
Since 2016 he has focused on the management of subsidiaries, implementing innovative
approaches to the market, building strong relationships with partners and optimizing business
operations. From 25.05.2016 until today, he holds the position of Director of the Company's
subsidiary in Cyprus, "AS Company Cyprus Ltd", while at the same time he holds the position of
Country Director of AS Kids Toys Srl in Romania, where he strengthens the company's market
penetration and adapts strategies to local needs. In these roles, he leads strategies aimed at
operational excellence, increasing market share and enhancing local brand awareness. With the
strategic thinking that distinguishes him and his many years of experience, he contributes to the
further development and development of the Company internationally.
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6) Athanasios Chrysafides, Independent non-executive member of the Board of
Directors, member of the Audit Committee and the Remuneration and Nomination
Committee.
He was born in 1962 in Didymoteicho. He is a graduate of HUNTER COLLEGE in New York and
holds a master's degree from the same institution. He has long-term experience in the financial
services sector and extensive knowledge of the capital market and corporate governance. From
2018 until today, he serves as Non-Executive President of the Board of Directors of the company
"NBG ASSET MANAGEMENT M.F.M.C" of NBG GROUP, while from 2015 to 2021 he was CEO and
Executive Member of the Board of Directors of the company "NBG SECURITIES S.A" of NBG
GROUP. From 2016 to 2021 he served as a member of the Investment Committee of "NATIONAL
BANK OF GREECE", while during the previous years he has worked in various managerial positions
in banking institutions and companies, in Greece and abroad (BANK OF ATTICA S.A., ERNST &
YOUNG, HELLENIC INVESTMENT Co., INTERBANK, BANKERS TRUST Co. New York). From 1998
to 2015 he worked as a Treasurer at BANK OF ATTICA S.A.
7) Georgios Vletsos, Independent non-executive member of the Board of Directors,
member of the Audit Committee
He was born in 1985 in Thessaloniki. He studied Business Administration at the University of
Macedonia. He continued his studies in Applied Auditing and Accounting at the Institute of
Certified Public Accountant Education and received a master's degree in Banking and Finance
from the International Hellenic University. He worked for 8 years at the Auditing Company SOL
S.A. receiving the title of Certified Public Accountant. For the last 5.5 years he has been working
in the group of "Redestos SA" in the Industrial Area of Sindos in Thessaloniki, as Chief Financial
Officer of the group, having under his supervision the financial strategy and financial management
of the group's companies in Greece and abroad. The companies of the "Redestos" group have as
their object the wholesale trade in the agri-food sector and the provision of services in the same
sector. He has extensive knowledge of accounting principles in IFRS and Greek Accounting
Standards, tax legislation, international auditing standards and audit planning in both the private
and public sectors. He has managed various special projects, such as mergers, acquisitions,
conversions, and liquidations. He participates as a member of the Boards of Directors of the
companies "K&N Efthymiadis SA", "KCB Agriscience BV", "BIOS AGROSYSTEMS S.A.", "VITRO
S.A." and "RAIDESTOS".
8) Theophilos Mechteridis, Non-Executive Member of the Board of Directors, member
of the Audit Committee and the Remuneration and Nominations Committee
He was born in 1966 in Thessaloniki. He studied at the School of Management and Economics
(S.D.O.) of the Department of Business Administration of the Technological Educational Institute
of Kavala. He received his degree as a customs broker in 1989 and since then he has been
practicing this profession until today. He specializes in the import of toys and other related items
and has been working as a customs broker with the Company for more than twenty-five years.
He has specialized experience in the procedures of international transit trade, with a focus on the
import and distribution of toys, compliance with customs regulations and safety standards. He
has many years of experience in the field of transport and logistics, the provision of consulting
services on customs regulations and the optimization of import-export procedures. With his
knowledge and participation in critical committees, he contributes substantially to the
development of the Company. He is a Non-Executive Member of the Board of Directors of the
Company from 2009 until today, with active participation in the Audit and Remuneration and
Nomination Committees contributing to the strategic guidance and supervision of the Company.
He speaks fluent English, which allows him to work effectively internationally.
The independent non-executive members, as established by the Board of Directors with its
decision dated 10.04.2025, following the recommendation of the Remuneration and Nominations
Committee, maintain their independence at the time of drafting this Agreement, in accordance
with the independence criteria of Law 4706/2020, and have submitted relevant declarations of
independence to the Company.
In addition, by the same decision, the Board of Directors reviewed the annual Declarations of
Compliance of the members of the Board of Directors with the Company's Conflict of Interest
Policy and Procedure and investigated the capacity or position that members of the Board of
Directors or the Audit Committee of the Company may hold, at the same time in other companies,
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taking into account the resulting from this capacity, professional or personal commitments and
conditions, in particular any independence and conflict of interest issues, in accordance with the
approved Suitability Policy and in conjunction with the relevant provisions of the legislation. It is
noted that the Declaration of Compliance with the Conflict of Interest Policy and Procedure is
resubmitted on an annual basis, by the existing members of the Board of Directors, prior to the
publication of the annual financial report.
As follows from the above, the members of the Board of Directors have the skills, diversity and
experience required to perform their duties and responsibilities and meet the provisions of the
Company's Suitability Policy, operating model and strategy.
Corporate Secretary
Dionysia Chaikali
Mrs. Chaikali is a lawyer, registered with the Bar Association of Thessaloniki, a graduate of the
Law School of the Aristotle University of Thessaloniki and a postgraduate diploma in the field of
Public Law of the same School. She is a PhD candidate at the Aristotle University of Thessaloniki
and speaks English, French and German. He has seven years of experience in the operation of
public limited companies and very good supervision of stock exchange legislation and Corporate
Governance. Since 2023 she has been a Certified Compliance Officer and since 2022 a certified
DPO.
Senior Manager
Panagiotis Papaspyrou, Chief Financial Officer
He was born in 1960 in Athens. He studied at the University of Piraeus Department of Business
Administration, at the University of Manchester U.K. Accounting & Finance and holds a Master's
degree from Lancaster University U.K. Accounting & Finance. He has worked as Chief Financial
Officer of companies in Greece and abroad for more than 20 years [Internal Auditor at Banque
Nationale de Raris, Nutricia (Dutch listed company in baby food), IMI (English listed in the soft
drink distribution machinery sector), 3E (bottler of Coca Cola products) & Misko Barilla (Italian
company in the food sector). Since 2000 he has been working as a financial-tax consultant in
support of the Financial Departments large enterprises. His professional cooperation with the
Company began in the year 2000.
Description of the basic responsibilities of the President of the Board of Directors and
the Chief Executive Officer.
According to the current composition of the Board of Directors in a body and the current legislative
and regulatory framework:
It determines the items on the agenda and convenes the Board of Directors, ensures the
proper organization of its work and directs its Meetings.
He represents the Company in court and out of court.
He exercises all the powers that belong to the Board of Directors by the Articles of
Association and the Law and do not require collective action, being able to assign
responsibilities to another member by proxy.
As Chief Executive Officer, he monitors the implementation of the objectives and manages the
day-to-day affairs of the Company, always in accordance with the decisions of the General
Meeting and the Board of Directors, ensuring the proper and effective operation of the Company.
Given that the President of the Board of Directors of the Company is the Executive President, Mr.
A. Petalas, by explicit derogation from EKED, as reflected in the minutes of the Board of Directors
851/21.02.2025.
Members of the Board of Directors and main managers who hold shares of the
Company
On the date of drafting the Corporate Governance Statement, the members of the Board of
Directors and main Directors who held shares issued by the Company are the following:
(a) Efstratios Andreadis, President of the Board of Directors and Chief Executive Officer: holds
4.116.287 shares, representing 31,35975% of the Company's share capital.
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(b) Anastasia Andreadou, Executive Vice President of the Board of Directors: holds 4.079.804
shares, representing 31,08181% of the Company's share capital.
(c) Apostolos Petalas, Non-Executive Vice President of the BoD, independent non-executive
member of the BoD: holds 65.000 shares, representing 0,4952% of the Company's share capital.
(d) Theodora Koufou, Executive Member of the Board of Directors: holds 793 shares, representing
0,00604% of the Company's share capital.
(e) Konstantinos Andreadis, Executive Member of the Board of Directors: holds 201.421 shares,
representing 1,53452% of the Company's share capital.
(f) Athanasios Chrysafidis of Paschalis, independent non-executive member of the BoD: holds
20.000 shares, representing 0,15237% of the Company's share capital.
(g) Panagiotis Papaspyrou, Chief Financial Officer: holds 8.040 shares, representing 0,06125% of
the Company's share capital.
Table
Name
Property
Number of
shares
1
Efstratios Andeadis
President of the BoD, CEO
4.116.287
2
Anastasia Andreadou
Executive Vice President of the
Board of Directors
4.079.804
3
Apostolos Petalas
Non-Executive Vice President of
the Board of Directors
65.000
4
Theodora Koufou
Executive Member of the Board of
Directors
793
5
Konstantinos Andreadis
Executive Member of the Board of
Directors
201.421
6
Panagiotis Papaspyrou
Chief Financial Officer
8.040
7
Athanasios Chrysafidis
Independent member of the
Board of Directors
20.000
Conflict of Interest Other Professional Commitments
The Company has adopted a Policy and Procedure for the Prevention and Treatment of Situations
of Conflict of Interest, which was amended by the decision of the Board of Directors dated
17/03/2025. In accordance with the procedure applied by the Company, the members of the
Board of Directors notify the President of the Board of Directors and the Remuneration and
Nomination Committee, of any professional occupation outside the Company as well as any actual
and/or potential conflicts of interest of the same or related persons, before taking up their duties,
but also on an annual basis, before the publication of the annual financial report. The declarations
are evaluated by the Remuneration and Nominations Committee and then by the Board of
Directors.
In accordance with the above, as examined in the context of the meetings of the Remuneration
and Nominations Committee and the Board of Directors of the Company dated 10/04/2025, the
members of the Board of Directors have notified the Company of the following other professional
commitments (including significant non-executive commitments to companies and non-profit
institutions), which are as follows:
N/A
Name and surname of a member
of the Board of Directors
Participation in other Boards of Directors or Committees
of companies
1
Efstratios Andreadis
No
2
Anastasia Andreadou
BINGO LIMITED COMPANY OF FURNITURE AND
ELECTRONIC DEVICES/ BINGO E.E.
3
Konstantinos Andreadis
AS COMPANY CYPRUS LTD
4
Apostolos Petalas
1) DREAM SEA NEPA
2) PALAIOLEDIA S.A. (SOLAR PARK)
3) UNION OF SUPERMARKETS OF GREECE
4) NOVA CONSTRUCTIONS S.A.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
35
5
Theophilos Mechteridis
No
6
Athanasios Chrysafidis
NATIONAL ASSET MANAGEMENT SINGLE-
MEMBER MUTUAL FUND MANAGEMENT
COMPANY
7
Georgios Vletsos
1) REDESTOS SA
2) BIOS AGROSYSTEMS M.ABEE
3) VITRO HELLAS SA
4) K&N Efthymiadis S.A.
5) KCB Agriscience BV
8
Theodora Koufou
1) AS KIDS TOYS SRL
2) WORLDTRADE T&E SINGLE-MEMBER P.C.
In accordance with the above, the President of the Board of Directors does not participate in any
other Board of Directors of a listed company and none of the other members of the Board of
Directors (executive, non-executive and independent non-executive) held a position on the Board
of Directors of more than five (5) listed companies and companies not affiliated with the Company
during the fiscal year 2024.
Declaration of annual examination of the fulfilment of the requirements for
independence of the independent non-executive members of the Board of Directors
According to par. 3 of article 9 of Law 4706/2020, the Board of Directors examines the fulfilment
of the requirements for independence of its independent non-executive members. In this context,
the three (3) existing independent members of the Board of Directors, Mr. Athanasios
Chrysafides, Mr. Georgios Vletsos and Mr. Apostolos Petalas, were summoned and signed
Declarations, according to which they declare that, at the time of drafting this document, they
meet the independence criteria of the law, as detailed in the signed statement, which is part of
the Company's Political Suitability. At its meeting dated 10.04.2025, the Remuneration and
Nominations Committee, in cooperation with the Legal Department and the respective competent
departments of the Company, proceeded to ascertain the truth of the content of the above
statements, based on the files and data made available to them.
The Board of Directors, after taking into account the above recommendation of the Remuneration
and Nominations Committee dated 10.04.2025, regarding the review of the compliance with the
independence criteria of the existing three (3) independent members of the Board of Directors
Mr. Apostolos Petalas, Mr. Athanasios Chrysafidis and Mr. Georgios Vletsos, with its decision dated
10.04.2025, found in accordance with the provisions of par. 3 of article 9 of Law 4706/2020, that
at the time of drafting the present document all the conditions of par. 1 and 2 of article 9 for the
characterization of all the above members of the Board of Directors as independent.
XIII. How the Board of Directors operates
The Board of Directors meets at the Company's registered office or branch in Attica, either
anywhere in Greece or abroad, in accordance with the terms of the Law, the Articles of Association
and its Rules of Operation, as well as via teleconference. It is convened by the President or his
deputy, or whenever at least two (2) of the Directors so request.
The Board of Directors may, by a special decision taken by a simple majority of its Members
present and/or represented, delegate part of its responsibilities, including the power of
representation and commitment of the Company, even those assigned to its members by the
minutes of incorporation into a body of the BoD, with the exception of those exercised collectively;
to third parties, members or not of the Board of Directors, while at the same time determining in
the above decision the extent of the above assignment.
The Board of Directors has a quorum and meets validly if half (1/2) plus one Directors are present
or represented in it. In order to find the quorum number, the fraction that may occur is omitted.
The Board of Directors shall validly decide by an absolute majority of the Directors present in
person or represented, except in cases for which an increased majority is provided for in the
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
36
Articles of Association or the Law. In the event of a tie, the vote of the President of the Board of
Directors prevails. In case of personal matters, the Board of Directors decides by secret ballot
which takes place by ballot. Each Director has one vote, while when he represents an absent
Director he has two (2) votes. A Director who is absent from a meeting for any reason is entitled
to be represented by another Director, but in no case may a member of the Council represent
more than one Director.
During 2024, the Board of Directors of the Company held twenty-two (22) meetings. The following
table shows the participations of each member in the meetings of the Board of Directors:
Member
Participation in
meetings
Efstratios Andreadis, President and CEO, Executive Member
22
Anastasia Andreadou, Vice President, Executive Member
22
Theodora Koufou, Executive Member
22
Michael Zarkadis, independent non-executive member
10
Ioannis Apostolakos, independent non-executive member
10
Athanasios Chrysafides, independent non-executive member
12
Georgios Vletsos, independent non-executive member
12
Apostolos Petalas, independent non-executive member
22
Konstantinos Andreadis, executive member
22
Theophilos Mechteridis, non-executive member
21
Given the resignation on 30/04/2024 of the two independent members of the Board of Directors
and the reconstitution of the Board of Directors, the resigned members, Mr. Zarkadis and Mr.
Apostolakos, participated in 10 meetings (until 30/04/2024), while the newly elected independent
members, Mr. Vletsos and Mr. Chrysafides, participated in 12 meetings (from 30/04/2024 to
31/12/2024). According to the above, all members of the Board of Directors participated in all its
meetings, except for the member Mr. Theophilos Mechteridis, who did not participate in one of
them. In particular, he did not participate in the meeting of the Board of Directors dated
12.01.2024 (BoD minutes no. 824/12.01.2024), given that the issue to be discussed concerned
him (approval of a contract for the provision of customs brokerage services with the Company).
The independent non-executive members of the BoD, as they were until 30.4.2024, held a joint
meeting and submitted to the 2024 Ordinary General Meeting the report dated 29/04/2024, in
accordance with article 9 par. 5 of Law 4706/2020, which concerns the period from the point in
time to which the last report referred (25.05.2023) and until 29.04.2024. Given the election of
two new independent non-executive members of the BoD, with the decision of the BoD dated
30.04.2024 of the Company, the 2nd report of the independent non-executive members of the
Board of Directors dated 27.5.2024 was submitted, which covers the period when the new
independent members were active, i.e. from 30.4.2024 to 27.5.2024.
IX. Information on the composition and operation of the Audit Committee
The Company, complying with the requirements of Law 4449/2017, as a Listed Company ("Public
Interest") has an Audit Committee, which constitutes a Committee of the BoD, consisting of four
(4) members of the BoD, of which three (3) are independent Non-Executive Members and one
(1) Non-Executive Member. The regulation of the Audit Committee is published on the website
of https://www.ascompany.gr/ .
The Company's Audit Committee consists of the following members of the Board of Directors:
(a) Georgios Vletsos, Independent Non-Executive Member of the Board of Directors
(b) Athanasios Chrysafides, Independent Non-Executive Member of the Board of Directors
(c) Theofilos Mechteridis, Non-Executive Member of the Board of Directors
(d) Apostolos Petalas, Independent Non-Executive Member of the Board of Directors
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
37
The Committee consists of three members who have knowledge of accounting and/or auditing,
Mr. G. Vletsos, Mr. A. Petalas and Mr. A. Chrysafidis and its President is the independent Vice
President of the Board of Directors, Mr. A. Petalas.
The renewal of the term of office or the modification of the composition of the Audit Committee
is made by decision of the Board of Directors of the Company.
Taking into account the reconstitution of the Board of Directors on 30.04.2024 and the
appointment of the two new independent members of the BoD, Mr. Chrysafidis and Mr. Vletsos,
to replace the resigned independent members, Mr. Zarkadis and Mr. Apostolakos, who also served
as independent members of the Audit Committee, the Board of Directors at its meeting of
30.04.2024, following the proposal of the Remuneration and Nominations Committee, appointed
as new members of the Audit Committee the two new independent members of the Board of
Directors, namely Mr. Chrysafidis and Mr. Vletsos, and decided that the other two members of
the Audit Committee, Mr. Petalas and Mr. Mechteridis, remain on the Committee. On the same
day, on 30.04.2024, the Audit Committee met with its new composition and was reconstituted
into a body, re-electing as its President, the independent member, Mr. Apostolos Petalas, who at
the same time was appointed the member who will be present during the meetings related to the
approval of financial statements.
The term of office of the Audit Committee, as a constituent Committee of the BoD, follows the
term of office of the BoD, as defined by the General Meeting of 02.06.2022, and is three years,
expires on 02.06.2025, and is automatically extended until the convergence of the Annual
Ordinary General Meeting of the year 2025, if it is held after 02.06.2025.
The Audit Committee, among other things, monitors and supervises the conduct of the Internal
Audit by the Internal Audit Department, cooperates with the Company's auditors and evaluators
and recommends its proposals to the Board of Directors.
The Audit Committee meets on a regular basis at least 4 times a year, after the completion of the
quarterly Internal Audit Reports, as well as on an extraordinary basis if the circumstances arise.
Two meetings shall take place before the publication of the half-yearly and annual financial
statements. At the meetings, the findings of the audit work of the Statutory Auditors, the bodies
of the supervisory authorities and the Internal Auditor are evaluated and exploited.
The Audit Committee shall be convened by its President. The Committee meets and is in quorum
when at least three (3) of its Members are present. Decisions are taken by a majority of its
members.
A separate chapter of the Annual Financial Report of the Board of Directors of the Company, in
accordance with the relevant directive of the Hellenic Capital Market Commission (Protocol No.
427/21.02.2022 question 13), includes the Report of the Audit Committee to the Annual General
Meeting of Shareholders for the year 2025, which was approved on 15/04/2025 at a meeting of
the Audit Committee. This Report also contains the data of the meetings of the Committee that
took place in the year 2024.
X. Information on the composition and operation of the Remuneration and
Nominations Committee
The Remuneration Committee of the members of the Board of Directors was established by
decision of the Board of Directors of the Company in December 2019, based on the decision of
the Extraordinary General Meeting of 18.12.2019. With the same decision of the General Meeting,
its Rules of Operation were approved. With the decision of the Board of Directors of the Company
dated 16.7.2021, the Committee assumed the role of the Nominations Committee and was
renamed to the Remuneration and Nominations Committee and on the same day its Rules of
Operation were approved by the Board of Directors. On 30.11.2022 pursuant to the no. 793
minutes of the Board of Directors, the Rules of Operation of the Remuneration and Nominations
Committee were amended again (2
nd
edition). The Committee consists of three non-executive
members of the BoD, the majority of whom are independent. An independent non-executive
member of the Board of Directors is also its President. The Committee’s Regulation is published
on the Company's website https://www.ascompany.gr/
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
38
The current Remuneration and Nomination Committee was appointed pursuant to the no.
834/30.04.2024 of the minutes of the Board of Directors and consists of the following members:
a) Apostolos Petalas, Independent Non-Executive Member of the Board of Directors
b) Athanasios Chrysafides, Independent Non-Executive Member of the Board of Directors
c) Theophilos Mechteridis, Non-Executive Member of the Board of Directors
The President of the Committee is Mr. A. Petalas.
Following the above-mentioned resignation of Mr. Michael Zarkadis from the position of
independent non-executive member of the Board of Directors of the Company and from his
positions in the Audit Committee and the Remuneration and Nominations Committee, pursuant
to the decision no. 834/30.04.2024 of the minutes of the Board of Directors, it was decided to
elect Mr. Athanasios Chrysafidis, independent Non-Executive Member of the Board of Directors,
as a new member of the Committee, to replace the above-mentioned resigned, with a term of
office until the expiration of the term of office of the existing BoD, i.e. until 02.06.2025 or until
the convergence of the Annual Ordinary General Meeting of the year 2025, if it takes place after
02.06.2025. On 30.04.2024, the Remuneration and Nominations Committee met with its new
composition and was reconstituted into a body.
The term of office of the Remuneration and Nominations Committee follows the term of office of
the Board of Directors and ends on 02.06.2025, and is automatically extended until the convening
of the Annual Ordinary General Meeting of the year 2025, during which a new Board of Directors
will be elected, if it takes place after 02.06.2025.
The Committee has the following responsibilities:
1. With regard to the remuneration of the members of the Company's Board of Directors and
managers:
(a) formulates proposals to the Board of Directors regarding the remuneration policy which is
subsequently submitted for approval to the General Meeting of the Company, in accordance with
articles 110 par. 2 of Law 4548/2018 and 11 c. a) Law 4706/2020.
(b) formulates proposals to the Board of Directors regarding the remuneration of persons who
fall within the scope of the remuneration policy, pursuant to articles 110 of Law 4548/2018 and
11 c. b) Law 4706/2020, as well as regarding the remuneration of the General Manager, the
Company's managers, including the head of the Internal Audit Unit. Remuneration means all
benefits in cash and in kind, regular and extraordinary.
(c) examines the information included in the final draft of the annual salary report, providing its
opinion to the Board of Directors, prior to the submission of the report to the General Meeting,
in accordance with article 112 of Law 4548/2018, in conjunction with article 11 c. c) Law
4706/2020.
(d) examines and recommends the conditions for granting and assisting in the variable (except
fixed salary) remuneration of the above (e.g. setting and achieving financial or other performance
targets), if such are provided.
(e) submits proposals to the Board of Directors regarding the terms of contracts of the above
persons, in particular with regard to non-salary benefits (e.g. pension/insurance plans) and
compensation in case of departure from the Company.
(f) examines and recommends the amount of any remuneration of the non-executive members
of the Board of Directors, in such a way that they correspond to the duties they are called upon
to perform, based on the prevailing circumstances.
(g) formulates and submits proposals to the Board of Directors regarding any policy related to
the remuneration of the members of the Board of Directors and other managers.
2. Regarding the nomination of candidates for the Board of Directors of the Company:
(a) Participates in the determination of the selection criteria and the procedures for the
nomination of the candidate members of the Board of Directors.
(b) Submit proposals for Diversity Policy, including gender balance.
(c) Submits proposals to the Board of Directors for the nomination of its candidate members
within the framework of the approved Suitability Policy.
(d) Carries out the process of identification and selection of candidate BoD members within the
framework of the approved Suitability Policy.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
39
(e) Submits recommendations to the Board of Directors regarding the succession plan for the
members of the Board of Directors and senior managers.
(f) Periodically and consistently examines the renewal needs of the Board of Directors.
(g) Monitors the implementation of the Suitability Policy and submits proposals to the Board of
Directors for its revision, if necessary.
(h) Periodically evaluates the size and composition of the Board of Directors and submits
proposals for consideration regarding its desired profile.
(i) Assess the existing balance of qualifications, knowledge, opinions, competences, experience
relevant to the corporate objectives as well as between genders and on the basis of this
assessment, describe the role and competences required to fill vacancies.
(j) Informs the Board of Directors of the results of the implementation of the Suitability Policy of
the members of the Board of Directors and the taking of any measures in case of discrepancies.
(k) In accordance with best practices, it shall define the evaluation parameters and supervise the
following:
• evaluation of the body of the BoD,
• individual evaluations of the CEO and the President,
• a succession plan for the CEO and the members of the Board of Directors,
a targeted profile of the composition of the Board of Directors in relation to the Company's
strategy and suitability policy.
(l) proceeds to self-evaluation as a Committee of the BoD, on the initiative of its President.
The results of the Board of Directors' evaluation are communicated and discussed to the Board
of Directors and are taken into account in its discussions regarding the composition, the plan for
the inclusion of new members, the development of training 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 Committee meets on a regular basis at least two (2) times a year and on an extraordinary
basis if required. It is convened by its President and meets validly if all its members participate
or are represented in the meeting. A member of the Commission may be represented by another
member, by written authorization. Decisions are taken by a majority of its members.
Activities of the Remuneration and Nominations Committee
During the financial year 2024, the Commission held eleven (11) meetings.
Membership
Participation in meetings
Apostolos Petalas, independent non-executive member
11
Michael Zarkadis, independent non-executive
5
Theophilos Mechteridis, non-executive member
10
Athanasios Chrysafides, independent non-executive member
6
According to the above, all members participated in all the meetings of the Committee, at the
time when each of them was a member of the Committee, except for one in which Mr. Mechteridis
did not participate, given that this concerned the recommendation to the Board of Directors for
the approval of a service contract between the Company and him.
In addition to the meetings/teleconferences, there were also telephone communications between
the members, whenever deemed necessary.
At those meetings, the Commission shall, inter alia:
- Reviewed and approved the signing of a contract with a related party (non-executive member
of the BoD) and formulated a corresponding proposal to the BoD.
- Headed the annual individual and collective evaluation process of the Board of Directors, the
President and CEO and the General Manager, as well as the self-evaluation of the Remuneration
and Nominations Committee. The evaluation took place in the first quarter of 2024, with a
reference year of 2023, and on 29.03.2024, the Committee met to present the results of its
evaluation and self-evaluation and to discuss and take a decision on the submission of proposals
or action plans to the Board of Directors, while on the same day the above results were also
presented to the Board of Directors of the company.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
40
- Conducted the evaluation process of candidate BoD members to replace those who resigned
and submitted a proposal to the BoD.
- Approved a draft of the annual salary report for the year 2023 and issued an opinion to the
Board of Directors, in view of the Ordinary General Meeting of the year 2024.
- Formulated a proposal to the Board of Directors for the advance payment of the remuneration
of the Board members for the year 2024.
- Formulated a proposal to the Board of Directors regarding the determination of the manner of
payment of remuneration of the members of the Board of Directors and the manner of payment
of the bonus to the Company's executives for the fiscal year 2023, in the context of the
implementation of the decisions of the Ordinary General Meeting of 20.06.2024.
- Approved an Annual Continuing Education Program for the members of the Board of Directors
for the year 2025.
- Approved the Policy and Procedure for the Succession of the Members of the Board of Directors.
XI. Diversity policy in administrative, management and supervisory bodies
The Members of the current Board of Directors have experience covering a relatively wide age
range (ages from 40-75 years old) while at the same time most of them have studied abroad.
They actively contribute to the work of the bodies as they have multifaceted experience in areas
related to the business object of the Company and the Group such as trade, imports/exports,
finance, accounting and auditing procedures.
The Board of Directors of the Company, which was elected by the General Meeting of 02.06.2022
and was reconstituted into a body on 30.04.2024, consists of six (6) men and two (2) women
(75% and 25% respectively). The Audit Committee and the Remuneration and Nomination
Committee are composed of men only.
The Company makes every effort to ensure that the Members of the Board of Directors and the
Audit Committee have high professional training and experience, a high level of education and
organizational and administrative skills, having experience and tenure in similar positions.
According to the provision of Article 5 of Law 5178/2025, which introduced Article 3A par. 2 in
Law 4706/2020, the participation of the underrepresented gender in the Board of Directors should
not be less than 25% of the total members of the Board of Directors. In the case of a fraction,
the percentage is rounded to the nearest integer. Based on the existing composition of the Board
of Directors, the Company meets the requirements of Law 4706/2020, as amended by Law
5178/2025, regarding gender balance in the Board of Directors.
The Company and the Group do not consider gender as a criterion and factor that may in any
way influence the selection or participation of a person in any body or position in the Company,
a fact that is reflected in its Rules of Operation, as well as in the policies and regulations that
accompany it as annexes. The aim is to add other representatives of the underrepresented gender
to the Board of Directors or to the Committees in the future, in accordance with the needs of the
Company and the Group in general, but this is not an end in itself. In any case, the relevant
legislative provisions are strictly observed.
With regard to the underrepresented gender, in addition to the Executive Vice President and
Executive Member of the Board of Directors, Mrs. Anastasia Andreadou, the Executive Member
of the Board of Directors, Mrs. Th. Koufou, holds the position of General Manager of the Company,
as well as that of the Manager of the subsidiary in Romania, "AS KIDS TOYS S.R.L". Management
positions in the Company are held by 3 other women, a Director and two heads of departments.
Women have also been assigned the duties of Internal Auditor and Compliance Officer.
In any case, after the entry into force of Law 5178/2025 and in particular Article 3B thereof, the
publication of the guidelines by the Hellenic Capital Market Commission is expected, in accordance
with Article 17 par. 1 of Law 5178/2025, in order to update the selection criteria.
XII. Evaluation of the Company's Internal Control System by an independent
evaluator.
As extensively stated in the corresponding corporate governance statement for the year 2024, in
accordance with the provisions of article 14 of Law 4706/2020, the decision no. 1/891/30.9.2020
decision of the Board of Directors of the Hellenic Capital Market Commission, as amended and in
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
41
force and the Policy and Procedure approved by the Board of Directors for the evaluation of the
Internal Control System, by decision of the Board of Directors in December 2022, the Company
assigned the Assessment of the Adequacy and Effectiveness of the Internal Control System it
implements, to the company "KPMG Certified Auditors SA".
According to the "Report on the Evaluation of the Adequacy and Effectiveness of the Internal
Control System" dated 31.03.2023, which was sent to the Board of Directors of the Company and
to the Board of Directors, the conclusion is expressed that the evaluator did not come to the
attention of anything that could be considered as a material weakness of the Company's ICS in
accordance with the Regulatory Framework. The findings, which do not constitute material
weaknesses, have been recorded in the detailed evaluation report.
The Company, after receiving the report, has initiated and is implementing the process of gradual
compliance with all the findings of the above audit.
The following are indicative of compliance actions that have already been implemented by the
Company from April 2023 until the drafting of this Report, some of which are beyond the findings
of the Evaluation Report:
An Appendix to the Staff Employment Contracts on the Obligation of Confidentiality,
Acceptance of Code of Conduct and Non-Conflict of Interest was drafted and adopted in
July 2023.
An amendment of the Suitability Policy took place, in compliance with the findings of the
External Audit, in order to include a detailed recording of the independence criteria of
article 9 of Law 4706/2020.
A process for the evaluation of the company's personnel was drawn up by the HR
Manager and during the 4th quarter of 2023 the 1
st
evaluation process of all the
company's personnel was completed, while within 2024 the 2nd evaluation of the
personnel was carried out.
The reference line of the Risk Management Officer in the organizational chart was
determined (minutes of the Board of Directors of 15.5.2023) and the assignment of Risk
Management to PwC and the appointment of Mr. Spyridon Rasias as Risk Management
Manager was approved (minutes of the Board of Directors of 25.09.2023).
The Complaint Management Procedure was approved by the Board of Directors.
Mrs. Katerina Gratziou was appointed as Compliance Officer and the reference line of the
Compliance Officer, who is independent and has the ability to access all required sources
of information, was specified in the organizational chart (minutes of the Board of Directors
of 15.5.2023).
Training actions were carried out in 2023 to the Company's Board of Directors, in
particular with regard to a) regulatory compliance issues, b) the Policy and Procedure for
the Management of Reports concerning violations of EU Law (Whistleblowing), c) on
Cybrsecurity issues and d) on Risk Management issues.
At the same time, during the year 2023, trainings were carried out for the company's
staff on issues of competition law, Code of Conduct, the regulation on violence and
harassment and on the Whistleblowing Policy and Procedure.
The 2024 Annual Regulatory Compliance Plan included the training of the Board of
Directors and staff on the Conflict-of-Interest Policy. The training was implemented in
February 2024.
Two trainings were held by the Board of Directors, one of March 2024, on privileged
information and on the obligations of persons exercising managerial duties.
A Manual on the complaint management process was compiled, in collaboration with the
Head of the Quality Department.
An introductory training kit for new members of the Board of Directors was created and
an electronic platform was created on which informational-educational material was
posted for the information and training of the new members of the Board of Directors in
relation to the current legal-regulatory framework, the financial data, the Company's
activity and the Corporate Governance System. The platform contains the following
chapters:
Compliance
GDPR Reports
Risk Assessment
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Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
42
Whistleblowing Policy
Trainings
Internal Audit
Company Rules of Operation
Financial Reports
Obligations of Board Members & Committees
A Manual of the Shareholder Service and Corporate Announcements Unit was prepared
(approved by the minutes of the Board of Directors no. 840/25.10.2024).
The Remuneration and Nominations Committee at its meeting of 29.11.2024 and the
Board of Directors at its meeting of 13.12.2024 approved the Policy and Procedure for
the Succession of the Members of the Board of Directors of the Company.
The HR manager has started the drafting of an EXECUTIVE SUCCESSION PLAN.
It is noted that within 2025 an update of the Company's Rules of Operation took place, in
accordance with the no. 854/15.3.2025 minutes of the Board of Directors.
XIII. Evaluation of the Corporate Governance System.
In accordance with paragraph 1 of article 4 of Law 4706/2020 and the letter no. 604/05.03.2024
of the Hellenic Capital Market Commission, the Board of Directors defines and supervises the
implementation of the corporate governance system of provisions 1 to 24 of Law 4706/2020,
monitors and evaluates periodically every at least three (3) financial years its implementation and
effectiveness, taking the appropriate actions to address deficiencies. In accordance with
paragraph 1 of article 13 of Law 4706/2020, the corporate governance system includes at least
the following:
a) an adequate and effective internal control system, including risk management and regulatory
compliance systems;
(b) adequate and effective procedures for the prevention, detection and suppression of situations
of conflict of interest;
c) adequate and effective communication mechanisms with shareholders to facilitate the exercise
of their rights and active dialogue with them (shareholder engagement);
d) Remuneration policy, which contributes to the Company's business strategy, long-term
interests and sustainability.
Based on the above and given that the evaluation of the Corporate Governance System is carried
out periodically every at least three financial years, its first evaluation is expected to be completed
on 31.3.2025, with a reference period of 17.07.2021 31.12.2024. It is also noted that the Board
of Directors is responsible for the evaluation of the Corporate Governance System. The evaluation
is carried out according to the procedure provided for by each company, either by competent
bodies within the company or by an external evaluator. Finally, as provided for by par. iv. Time -
Recurrence of Decision 1/891/30.09.2020 of the Board of Directors of the E.C., the evaluation of
the Internal Control System is part of the overall evaluation of the Company's Corporate
Governance System. Therefore, the evaluation of the Internal Control System completed by the
company in March 2023 with a reference date of 31 December 2022 and a reference period from
the entry into force of article 14 of Law 4706/2020, i.e. July 2021, will be taken into account.
The Board of Directors, in the context of its obligations arising from par. 1 of article 4 of Law
4706/2020 evaluated the implementation and effectiveness of the Company's Corporate
Governance System with a reference date of 31 December 2024.
In the context of the above evaluation, the Board of Directors of the Company assigned, among
others, to Grant Thornton Société Anonyme Certified Auditors and Business Consultants the
evaluation of the adequacy and effectiveness of the Company's Corporate Governance System.
This assessment was carried out on the basis of the assurance procedures program included in
the decision I'73/08b/14.02.2024 of the Supervisory Board of the Body of Certified Public
Accountants, in accordance with the International Standard for Assurance Assignments 3000
(Revised), "Assurance Projects Beyond Audit or Review of Historical Financial Information". The
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above work of the Certified Public Accountants did not reveal any material weaknesses in the
Company's Corporate Governance System.
XIV. Evaluation (individual collective) of the BoD, the President and the CEO, the
General Manager and the Self-evaluation of the BoD Committees with the assistance
of an external evaluator.
Summary of the Evaluation Process of the Board of Directors and its Committees
The evaluation process of the Company's Board of Directors and its Committees is structured in
individual and collective evaluation, as well as self-evaluation of the committees, while every
three years it receives an external evaluation by an independent third party.
Regarding the Individual Evaluation of the President of the Board of Directors & CEO and the
General Manager:
The President of the Board of Directors and the Chief Executive Officer self-evaluates through a
questionnaire and is evaluated by the members of the Board of Directors. The final evaluation is
made by the Non-Executive Vice President, who provides feedback.
The General Manager is evaluated by the President and the members of the Board of Directors,
following a similar procedure.
The results of the above evaluations are then examined by the Remuneration and Nominations
Committee, which submits them to the Board of Directors for evaluation and utilization at each
level.
Regarding the Collective Evaluation of the Board of Directors:
It is conducted annually, as well as when there are material changes in the composition of the
Board of Directors. The aim is to ensure that the Board of Directors collectively has sufficient
knowledge and skills for the proper governance of the Company. The process includes the
completion of questionnaires by the members of the Board of Directors, the subsequent
evaluation by the Remuneration and Nominations Committee and the presentation of the results
to the Board of Directors, which decides on any corrective actions.
As for the Self-Evaluation of the Committees (Remuneration and Nominations Committee and
Audit Committee), this is carried out annually under the responsibility of the Presidents of the
Committees. The members of the Committees complete questionnaires, which then, after being
evaluated by the respective Committee as a whole, are submitted for evaluation to the Board of
Directors. If necessary, the Board of Directors may invite the members of the Committees to a
meeting for clarifications and improvements in their operation.
External Evaluation of the Board of Directors and its Committees:
According to the Greek Corporate Governance Code, the External Evaluation is carried out every
three years with the assistance of an external consultant, who is selected through a bidding
process.
The company has decided to assign the Evaluation of the Members of the Board of Directors and
its Committees, both individually and collectively, to the company DCP PROTAU CERTIFIED
AUDITORS ACCOUNTANTS BUSINESS CONSULTANTS SOCIÉTÉ ANONYME and to a project team
with knowledge and experience for the preparation of this evaluation.
The evaluation process of the Board of Directors and the Committees of the Company included
the evaluation of:
(a) Individual Fulfillment of the Eligibility Criteria of each member, taking into account his/her
capacity on the Board of Directors and/or the Committees,
(b) Collective Suitability of the Board of Directors and its Committees, taking into account the
collective suitability criteria as defined in the Company's Suitability Policy
(c) Effectiveness of individual performance through a process of self-evaluation and feedback by
the Remuneration and Nomination Committee, as well as collectively for each body with the
calculation of average members of the members
The process was supported by questionnaires completed by each member in the following
pillars/key areas:
- Individual and Collective Suitability Criteria based on the Suitability Policy
- Internal Audit System Framework
- Corporate Governance System Framework
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All of the above were analyzed by the Remuneration and Nominations Committee in collaboration
with the project team of the External Partner. The results of the process were recorded in a
detailed report by the external partner and presented to the Remuneration and Nominations
Committee at a meeting on 31/03/2025, for further elaboration and for the information of the
Board of Directors.
According to the conclusion of the above report, the Company's Board of Directors and its
Committees exceed expectations in all the above areas of evaluation in terms of the suitability
and effectiveness of its members.
In particular, the above procedure ascertained the fulfillment of the requirements for the existing
members of the Audit Committee and the Remuneration and Nominations Committee, as regards
the suitability criteria adopted by the Company, in its current Suitability Policy, and especially with
regard to the criterion of independence of the majority of their members, in accordance with par.
3 of article 9 of Law 4706/2020 and compliance was confirmed.
Taking into account the above, the members of the Remuneration and Nomination Committee
unanimously found that the Board of Directors of the Company as well as its Committees are
worthy in terms of qualifications, size and composition, with the Company's business model and
strategy, the effective cooperation of the members is achieved and there is no need to renew or
replace members of the Board of Directors or its Committees.
The results of the external evaluation are examined by the Remuneration and Nominations
Committee and the Board of Directors, in order to take measures to improve the effectiveness of
the functioning of the body. Especially for the Audit Committee, the external evaluation of the
Internal Control System is a key tool to ensure its proper functioning.
The above evaluations aim at the continuous improvement of the operation of the Board of
Directors and its Committees, in order to ensure the effective governance of the Company. The
Board of Directors is responsible for taking improvement measures and implementing an
appropriate succession plan to maintain administrative continuity.
Report of the Audit Committee for the year 2024 according to article 44 of Law
4449/2017
To the Annual General Meeting of the Company's shareholders, for the year 2025
Messrs. Shareholders,
In my capacity as President of the Company's Audit Committee, I briefly present to you the
Committee's Activity Report, the content of which has been approved by its members on
15.04.2025 for the financial year 2024 (01.01.2024-31.12.2024), in order to demonstrate the
performance of the Committee's duties, as well as its contribution and assistance to the
Company's compliance with the provisions of the current legislative and regulatory framework
governing its operation.
(1) Purpose
The primary purpose and main concern of the Audit Committee is to support and assist the Board
of Directors (BoD) in the exercise of its duties regarding financial reporting, internal audit,
regulatory compliance and corporate risk management and to monitor compliance with the
respective procedures by the Company's executives and external partners.
(2) Composition Rules of Procedure
The Company, complying with the requirements of Law 4449/2017 and Law 4706/2020, like any
listed Company ("Public Interest") has an Audit Committee, which constitutes a Committee of the
BoD, consisting of four (4) members of the BoD, of which three (3) are Independent Non-
Executive Members and one (1) Non-Executive Member.
The Company's Audit Committee consists of the following members of the Board of Directors:
(a) Georgios Vletsos, Independent Non-Executive Member of the Board of Directors
(b) Athanasios Chrysafides, Independent Non-Executive Member of the Board of Directors
(c) Apostolos Petalas, Independent Non-Executive Member of the Board of Directors
(d) Theofilos Mechteridis, Non-Executive Member of the Board of Directors
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Taking into account the reconstitution of the Board of Directors on 30/04/2024 and the
appointment of the two new independent members of the Board of Directors, Mr. Chrysafidis and
Mr. Vletsos, to replace the resigned independent members, Mr. Zarkadis and Mr. Apostolakos,
who also served as independent members of the Audit Committee, the Board of Directors,
following the proposal of the Remuneration and Nominations Committee, appointed as new
members of the Audit Committee the two new independent members of the Audit Committee,
namely Mr. Chrysafidis and Mr. Vletsos and decided to keep the other two members of the
Committee, Mr. Petalas and Mr. Mechteridis. On the same day, on 30/04/2024, the Audit
Committee met with its new composition and was reconstituted into a body, electing as its
President, the independent member, Mr. Apostolos Petalas, who at the same time appointed the
member who will be present during the meetings related to the approval of financial statements.
The term of office of the Audit Committee, as a constituent committee of the Board of Directors,
follows the term of office of the Board of Directors, as defined by the General Meeting of
02.06.2022, and is three years, expires on 02.06.2025, and is automatically extended until the
convergence of the Annual Ordinary General Meeting of the year 2025, if it takes place after
02.06.2025.
The decision of the Board of Directors on its reconstitution was announced at the General Meeting
of 20.06.2024, which confirmed the election of the new members and their status as independent
non-executive members of the BoD.
As found by the review of the relevant data, the members of the Audit Committee meet the
criteria set by Article 4 of Law 3016/2002 and Article 44 of Law 4449/2017, namely:
(a) do not hold shares in more than 0.5% of the Company's share capital, and
(b) do not maintain any relationship of dependence with the Company or persons associated with
it, as it (dependency relationship) is specifically defined in the provisions of the aforementioned
article 4 of Law 3016/2002.
The members of the Audit Committee all have proven sufficient knowledge in the field in which
the Company operates (wholesale). Mr. Petalas and Mr. Mechteridis have been involved in the
management of the Company for many years and have acquired a deep knowledge of the way
the Company is organized, managed and operated and its individual departments and have
corresponding professional experience. Mr. Chrysafidis has many years of experience in finance,
on issues of the Stock Exchange and the Hellenic Capital Market Commission, corporate
governance, as well as on issues of investment and financing management. His participation in
the Audit Committee was selected due to his experience in the analysis of Balance Sheets and
financial data of companies in the wholesale sector, including listed companies, as well as his
involvement in the financing of companies in the same sector. Mr. Vletsos has remarkable
experience in auditing, finance, and wholesale trade in recent years, as the Chief Financial Officer
of a group of companies operating in this sector. He is of the right age to have the prospect of
long-term cooperation with the Company as a member of the Board of Directors and its
Committees. Of the above members, sufficient knowledge in matters of auditing and/or
accounting are Mr. Athanasios Chrysafides, Mr. Apostolos Petalas and Mr. Georgios Vletsos, who
have the respective academic education and/or professional experience, which ensures the
smooth and effective organization and operation of the Committee to the maximum possible
extent. With the decision of the Audit Committee dated 30.04.2024, it was determined that the
member of the Committee who will be required to attend the meetings of the Board of Directors
related to the approval of the financial statements, will be the President of the Committee, Mr.
Apostolos Petalas.
The Audit Committee has a Regulation of Operation, as amended and approved on 17.03.2025
(3rd amendment). This Regulation is posted on the website of https://ir.ascompany.gr/el/home/.
(3) Meetings - frequency of performance
During the financial year 2024 (01.01.2024-31.12.2024) the Audit Committee met seven (7)
times. Specifically, it met on the following dates: 09.02.2024, 29.03.2024, 29/04/2024,
30/04/2024, 27/05/2024, 25.09.2024, and 13.12.2024. The participation of members in the
meetings is reflected in the table below.
Members of the Audit Committee
Number of participants
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Ioannis Apostolakos, independent non-executive member
3
Michael Zarkadis, independent non-executive member
3
Apostolos Petalas, independent non-executive member
7
Theophilos Mechteridis, non-executive member
7
Athanasios Chrysafides, independent non-executive member
4
Georgios Vletsos, independent non-executive member
4
It is apparent from the above table that all the members of the Committee participated in all its
meetings at the time when each of them was a member of the Committee
3
.
The President of the Audit Committee decides on the frequency and schedule of the meetings,
always in consultation with the members. With its decision of 09.02.2024, the Audit Committee
approved an annual schedule of its meetings for the year 2024. For the year 2025, the annual
planning and action plan of the Internal Audit were approved by the Commission's decision of
31.03.2025. The action plan and the meetings of the Commission are dynamic and are adjusted
if necessary during the year.
Depending on the topic of the meetings and on a case-by-case basis, the Certified Auditors-
Accountants, the Internal Auditor, the Regulatory Compliance Officer, the Risk Management
Officer, the Legal Advisor, as well as other Executives of the Company who are in charge of the
administration and management of corporate operations, cases and activities or other objects,
which are related to the responsibilities of the Committee, are invited to participate in the
meetings. in order to provide the necessary information and clarifications from time to time. The
company secretary is also present at the meetings, who keeps the respective minutes.
(4) Acts of the Committee
In particular, with regard to the Committee’s activities during the financial year ended 31
December 2024:
(A) Financial reporting process
The Audit Committee was mainly concerned with:
- The procedure and timetable for the preparation of financial information by the Management.
For this purpose, members of the Committee held online meetings with the competent executives
of the Company's Financial Department, who are in charge of the preparation of the Financial
Reports (Annual and Semi-Annual), as well as other executives of the Company.
- The update by the Certified Public Accountant on the annual mandatory audit program for the
next year, 2025. In this context, an informative meeting was held with the above on 13.12.2024,
during which the Statutory Auditor presented the planning and methodology of the audits that
will be carried out in 2025. The Committee carried out an evaluation of the statutory audit
programme and was assured that it would cover the most important areas of control, taking into
account the Company's main areas of business and financial risk. During the fiscal year 2024, the
members of the Audit Committee systematically made several telephone contacts and electronic
communications via email with executives of the audit firm KPMG, who are involved in the audit
of the Company, in order to receive information on the progress of the preparation of the annual
and half-yearly financial statements. The meetings of the members of the Audit Committee with
the executives of the audit firm KPMG were reflected in meeting memoranda on 22/04/2024 and
23/09/2024.
- Monitoring, evaluating and examining the process of drafting financial information, i.e. the
mechanisms and systems for the flow and dissemination of financial information as well as other
disclosed information (stock market announcements, press releases, etc.). In particular, it was
found that the financial statements reasonably present the financial position of the company and
the group, their financial performance and their cash flows for the year ended in accordance with
3
Mr. Petalas and Mr. Mechteridis participated in all its meetings, while the members Mr.
Apostolakos and Mr. Zarkadis participated in three (3) meetings and, following their resignation,
the remaining four (4) meetings were attended by the members of the Board of Directors who
replaced them, namely Mr. Chrysafidis and Mr. Vletsos.
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the International Financial Reporting Standards (IFRS), as adopted by the European Union. It
was also verified that these rules of publicity were observed, as well as the possibility of
immediate, unhindered and uninterrupted access to them.
On 29.04.2024, prior to the publication of the annual financial statements, the Audit Committee
held a meeting with the executives of KPMG and approved a report to the Board of Directors on
the preparation and audit of the annual financial statements and the comments of the Statutory
Auditor, prior to their approval by the Board of Directors.
Accordingly, prior to the half-yearly financial report of the Board of Directors, the Audit
Committee, after meeting with KPMG executives, on 25.09.2024, approved a report submitted to
the Board of Directors for the preparation and audit of the half-yearly financial statements and
the auditor's comments.
- To examine the most important issues and risks that may have an impact on the Company's
financial statements.
(B) Internal control and risk management systems procedures
During the fiscal year 2024, the Audit Committee was mainly concerned with:
- The self-evaluation of the Audit Committee, in accordance with the approved Policy and
Evaluation Procedure, with a reference time of the year 2023. The self-evaluation took place in
the first quarter of 2024 and on 29/03/2024, the Committee met to present the results of its self-
evaluation and to discuss and take a decision on the submission of proposals or action plans to
the Board of Directors, while on the same day the above results were also presented to the Board
of Directors of the Company.
- Monitoring, examining and evaluating the adequacy and effectiveness of all the Company's
policies, procedures and safeguards regarding the internal control system, in order to ensure that
the main risks (credit risk, liquidity risk, interest rate risk, risk from macroeconomic conditions,
etc.) are identified, dealt with and disclosed appropriately and completely.
- The monitoring and evaluation of the Internal Audit Unit. For this purpose, the Committee
monitored and inspected the proper functioning of the Internal Audit Unit in accordance with
professional standards and the applicable legislative and regulatory framework, while evaluating
its work, adequacy and effectiveness, without however affecting its independence in any way.
With regard to the year 2024, the Committee received from the Company's internal auditor and
examined its annual report, for the period from 01.01.2024 31.12.2024, which included its
annual self-assessment in the context of the Quality Assurance and Improvement Program, the
annual risk assessment by the IAU and the confirmation regarding the access of the Head of the
Internal Audit Unit to all the information necessary for the performance of its duties. The annual
report was approved by the Committee on 31/03/2025 and on the same day it was submitted to
the Board of Directors.
- The evaluation of the annual audit program of the internal audit unit. In the context of this
competence, the Audit Committee approved on 09.02.2024 the annual internal audit programme
for the year 2024, the implementation of which it monitored. It also held meetings with the Head
of the Internal Audit Unit in order to evaluate and discuss its recommendations and to confirm its
independence after the completion of each audit.
During the period 1.1.2024 - 31.12.2024, an audit was carried out in five (5) areas out of a total
of eight (8). The IAU identified areas for further improvement of the adequacy and effectiveness
of the Company's governance, risk management and control processes. Management ensures
compliance either in the short or long term, prioritising them on the basis of a significance
assessment. The Committee received from the internal auditor the reports of the A' B', C' and D'
quarter 2024, which it discussed in its respective meetings on 27.05.2024, 25.09.2024 and
13.12.2024 (for the fourth quarter, within 2025, on 17.02.2025) and informed the Board of
Directors of the Company on them, as recorded in corresponding minutes of the Board of
Directors.
Also, on 29.03.2024, the Annual Compliance Audit Report for the year 2023 was submitted and
approved by the Audit Committee and on 17.02.2025 the corresponding report for the year 2025.
On 29.03.2024, the Risk Management Officer presented to the Audit Committee the annual Risk
Management Report with a reference period from 01/01/2023 - 31/12/2023. The corresponding
report with a reference year of 2024 was approved by the Committee on 31/03/2025.
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Within 2025: on 31.03.2025, the Audit Committee approved the annual internal audit program
for the year 2025, evaluated the adequacy of the internal audit department and presented the
annual report of the Head of Internal Audit for 2024, the Company's risk register and the results
of the external audit of the Corporate Governance System.
(C) External audit of the Statutory Auditor
The Audit Committee was mainly concerned with:
Confirming the independence, impartiality, objectivity and integrity of the Statutory Auditor,
as well as the effectiveness of the audit process, based on relevant professional standards
and regulatory requirements. In this context, both the Reports submitted by the Auditor and
the relevant declarations of independence contained therein were evaluated.
The procedure for conducting the mandatory audit of the Company's corporate and
consolidated financial statements (annual and half-yearly), as well as the content of the main
and supplementary reports submitted by the Statutory Auditor. In this context, the Committee
confirmed that the audit of the financial statements is carried out in accordance with the
current legislative framework, i.e. in accordance with International Financial Reporting
Standards (IFRS) and the conduct rules imposed by the audit body.
The examination of the proposal of the Audit Firm "KPMG Certified Auditors SA" for the
mandatory audit of the financial statements of the company and the Group for the year 2024,
as well as for the issuance of a tax certificate, and the recommendation to the Board of
Directors for the assignment of the above services to the above company, based on the
positive experience of previous years and the relevant offer submitted (Committee meeting
on 27.05.2024). The recommendation was accepted by the Board of Directors and then from
the 2024 Annual General Meeting.
The provision to the Company of any additional services on behalf of the Audit Firm to which
the Statutory Auditor belongs. In this context, the Audit Committee in its meeting on
13/12/2024 confirmed that the additional benefits provided to the company by "KPMG
Certified Auditors SA" related to permitted audit and non-audit services.
In order to monitor the above, within 2024 there were numerous telephone contacts and
electronic communications via email, between members of the Committee, the Statutory Auditor
and other KPMG executives.
In addition to the above contacts and communications, the following meetings with the executives
of the audit firm were held in 2024, via video conference:
on 22.04.2024, 23.09.2024 and 13.12.2024.
In general, the Committee’s cooperation with the external auditors is assessed as very positive,
with a direct flow of information and a fluency in communication, whenever deemed necessary.
The auditors confirmed their excellent cooperation with all departments of the Company related
to the audit they carried out.
(D) External Evaluation of the Internal Audit System
The Committee monitored the progress of the external evaluation and compliance with the
findings found. Especially:
The external evaluation in accordance with Law 4706/2020, following a relevant recommendation
by the Audit Committee to the Board of Directors, was assigned to KPMG, which appointed its
executive Mr. Charalambos Syrounis as the evaluator. The audit was carried out by KPMG during
the period December 2022-March 2023, and the appointed evaluator prepared the "Report on
the Evaluation of the Adequacy and Effectiveness of the Internal Audit System" of AS COMPANY
S.A. dated 31.03.2023 (conduct of an external audit in accordance with article 14 par. 3 c. i and
4 of Law 4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the HCMC. The
report was notified to a) the Board of Directors, b) the Audit Committee and c) the Hellenic Capital
Market Commission.
According to the conclusion of the Evaluation Report "[..] Based on our work carried out, as described
above in the paragraph "Scope of Work Performed", as well as the evidence obtained, regarding the
assessment of the adequacy and effectiveness of the Company's TEU, with a reference date of 31 December
2022, nothing has come to our attention that could be considered as a material weakness of the
Company's ICS in accordance with the Regulatory Framework". Any further findings, which do not
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constitute material weaknesses, have been recorded in our detailed assessment report to the Board of
Directors and the Company's Audit Committee, as provided for by the Regulatory Framework [...]".
According to the evaluation report, none of its "findings" were deemed as important (high-risk)
as all were classified as "medium" or "low" risk.
The findings concerned the following controlled areas: (a) Control environment, (b) Risk
management. (c) Control mechanisms and safeguards, (d) Information and communication
system and (e) Monitoring of the ICS. The Company is progressively substantially complying with
the findings of the external audit and the Committee is closely monitoring the whole process. In
this context, in February 2024, the Regulatory Compliance Officer presented to the Committee
the individual actions that have already been implemented and those that are being launched, in
order to achieve compliance with the findings, and additional actions have already been
implemented within 2024 (drafting of a manual of the Corporate Announcements and Shareholder
Services Unit, approval of the Policy and Procedure for the preparation of a succession plan for
the members of the Board of Directors and the CEO).
(E) Evaluation of the Corporate Governance System
At its meeting dated 08/01/2025, the Audit Committee examined the offers received and assigned
Grant Thornton S.A. of Certified Auditors and Business Consultants the assessment of the
adequacy and effectiveness of the Company's Corporate Governance System. This assessment
was carried out on the basis of the assurance procedures program included in the decision
I'73/08b/14.02.2024 of the Supervisory Board of the Body of Certified Public Accountants, in
accordance with the International Standard for Assurance Assignments 3000 (Revised),
"Assurance Projects Beyond Audit or Review of Historical Financial Information".
Throughout the project, the Audit Committee monitored the progress of the audit and provided
assistance to the members of the audit firm Grant Thorton. On 31/03/2025, a meeting of the
Audit Committee was held, where the results of their audit were presented by Grant Thorton,
according to which no material weaknesses in the Company's Corporate Governance System
emerged.
(F) Cooperation with the Compliance Officer
The Audit Committee took note of the quarterly reports of the Regulatory Compliance Officer,
was informed and monitored all actions taken by it in the year 2024, in accordance with the
approved Monitoring Plan, as well as in addition to the planned actions.
In particular, in the 1st quarter, the following took place:
Training for conflict of interest to a) the Board of Directors and b) the staff.
Drafting of a Manual for the complaint management procedure.
Training for privileged information to the Board of Directors of the Company.
Training of obliged persons for the obligation to disclose transactions to the Board of
Directors of the Company.
In addition to the Monitoring Plan, the following actions took place:
Information from the Regulatory Compliance Officer on the progress of the work of
gradual compliance with the analytical findings of medium and low risk of the external
audit of the EES.
Approval of the 2023 Annual Compliance Audit Report.
In the 2nd quarter, the following took place:
Creation of an introductory training kit for new Board members
Training for building evacuation.
Update of the Policy on preventing and combating violence and harassment at work
Internal complaints management procedure.
Update of the Whistleblowing Policy and Procedure.
In addition to the Monitoring Plan, the following actions took place:
Briefing of the Board of Directors, Legal Service and Internal Audit regarding the 9th
Amendment to the Regulation of the Athens Stock Exchange.
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Training/informing from the Electrocycle company to staff on issues related to the
environment and recycling.
Guidance on product packaging indications based on EU Directive 48/2009 on the safety
of toys.
Workshop by Quality Assurance Manager "Information/Training REQUIREMENTS &
TRANSITION DIRECTIVE 2009/48/EC" regarding the legislation on toy safety.
In the 3rd quarter, the following took place:
Training of the Company's staff on their behaviour in the event of an audit by the
Competition Commission.
Information on compliance with Regulation (EU) 2023/988 on general product safety.
Preparation of the Shareholder Service and Corporate Announcements Unit Manual
In addition to the Monitoring Plan 2024, the following actions took place:
Drafting Instructions for the Return of a Defective Product in collaboration with QA
Manager
On-Boarding training of new employees engaged in the distribution of baby products of
the suppliers CHICCO & DOREL.
Checking/updating of the Company's website, for the fullest information of shareholders
and the investing public.
In the 4th quarter, the following took place:
Record the process for creating a new toy.
Sending a reminder letter from the Compliance Officer to all AS staff with the subject
"RULES FOR ACCEPTING AND OFFERING GIFTS DURING HOLIDAY PERIODS".
Control of the company's dispersion percentage, in accordance with the provisions of the
New Regulation of the Athens Stock Exchange and notification of the Audit Committee.
Preparation of a Manual for the control of a procedure to be followed for the preparation
of a technical file for each product released by the company.
Compliance with Regulation (EU) 2023/988 on General Product Safety.
In addition to the Monitoring Plan 2024, the following actions took place:
Check the terms of use of the Company's website for the launch of an e-shop (B2C).
Approval
Approval of the Manual of the Shareholder Service and Corporate Announcements Unit
Conducting a "Penetration test". (Cybersecurity control)
Approval of the Succession Policy and Procedure of the Members of the Board of
Directors.
Also, as mentioned above, the Audit Committee was informed in February 2024 by the Regulatory
Compliance Officer regarding the Company's gradual compliance with the medium- or low-risk
findings of the conducted external compliance audit.
(g) Sustainable development
The Company does not have a registered sustainable development policy, since, based on its
characteristics, it is not obliged by law. However, it is committed to regulatory compliance and
business ethics, ensuring the health and safety of employees, customers and visitors, creating
and distributing direct economic value to stakeholders, creating jobs, creating safe products,
responsible communication policy with customers and consumers of its products, active and
responsible social contribution through targeted actions, the defense of human rights, equal
treatment and the avoidance of any discrimination in employment and the investment in the
education/development of its employees and executives.
It is noted, for the sake of completeness of this Report, that during the financial year 2024, the
Audit Committee had full and unhindered access to all the information that was necessary and
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necessary for the exercise of its duties, while the Company's Management provided it with the
necessary infrastructure and premises for the effective execution of its work.
All the Members of the Audit Committee, we are confident that the Committee has performed its
duties in full, in accordance with the provisions of the applicable legislation, contributing to the
promotion of corporate governance and the general work of the Board of Directors, safeguarding
the interests of the Company's shareholders.
G. CORPORATE SOCIAL RESPONSIBILITY
Generally
Corporate Social Responsibility is a fundamental priority for AS Company, reflecting the values of
the society in which we operate and expressing our commitment to responsible business practice.
We are fully committed to providing high quality products, with the safety and superior quality of
our toys as a guiding principle. Our strategy is defined by the continuous effort to offer joy and
knowledge to children, while at the same time contributing to society, respecting our employees
and protecting the environment.
Responsibility for the Market
AS recognizes the importance of ethical values as a central element of its operation. Through our
Code of Ethics, we are committed to integrity, responsibility, respect, compliance with
professional standards, compliance with laws and regulations, transparency, quality of our
services, and the protection of human rights, which are the basic principles of Corporate Social
Responsibility.
Our commitment to product safety and quality is based on working with accredited laboratories,
conducting regular audits and strictly complying with European and national legislation, applicable
standards, guidelines and regulations. Through this process, we ensure that our products meet
strict safety and quality standards, meeting both regulatory requirements and consumer
expectations. In this way, we guarantee safe products, enhancing consumer confidence and
offering solutions that promote creativity and development of the new generation. The Quality
Assurance department is responsible for controlling and adhering to product safety and quality
standards.
As far as the production line is concerned, the company ensures that the products it manufactures
in third countries come from suppliers that comply with the Business Social Compliance Initiative.
This means that production plants are subject to regular audits and inspections by authorized
social compliance monitoring organizations, ensuring that requirements for working conditions
and ethical practices are met.
Responsibility for Society
AS considers giving and giving back to society as fundamental values that guide its strategy and
action. With a focus on improving social conditions, the company seeks to contribute substantially
to the development of children and young people, who are the future and evolution of society.
In this context, it actively supports humanitarian actions and initiatives aimed at real change and
the creation of long-term, positive results.
Through the Corporate Social Responsibility program, AS implements actions that strengthen
vulnerable social groups, focusing on improving the daily lives of children and their families. In
2024, the company distributed a total of 3.215 items of toys through product donations to various
organizations and actions.
AS Actions and Contribution in 2024
Kids Fun Festival "Greek Children's Village" On May 19, 2024, AS supported the Kids
Fun Festival action, offering 452 toys to support the Greek Children's Village in Filyro,
Thessaloniki. The organization has been operating continuously for more than 30 years, offering
a safe accommodation environment to underage children residing there following prosecutorial
orders.
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Collaboration with "Make-A-Wish Greece" In recognition of the work of the Make-A-Wish
Greece organization, AS awarded 354 toys, with a total value of €2.454,96. These toys were
made available to the children-wishes of the organization and their siblings, enhancing the
valuable work of fulfilling children's wishes.
Support to the Organization "Act of Kindness" AS contributed to the support of families
facing serious livelihood and health problems, by distributing 210 toys, worth €1.193,04, to the
beneficiaries of the Act of Kindness.
Donation to the Hellenic Society for Alzheimer's Disease and Congenital Disorders. In a
groundbreaking action, AS donated 35 baby dolls for the Doll Therapy program, a non-
pharmaceutical approach applied to patients with end-stage dementia at the "Panagia
Glykofilousa" Boarding House.
Supporting Christmas Charity Activities During the festive season, AS supported a number
of organisations by providing toys for the Christmas Bazaars of the following organisations:
o SOS Children's Villages of Plagiari
o Down Syndrome Association of Greece
o Children's Asylum
o The Smile of the Child
o Autistic Person Unit "Elpida"
o And many other local associations and institutions.
A Commitment to a Better Tomorrow
AS remains committed to promoting social well-being, strengthening institutions and associations
that support the most vulnerable groups in society. Through concrete and tangible actions, the
company contributes to the relief and improvement of the living conditions of children and families
in need.
H. ENVIRONMENTAL AND LABOUR ISSUES
Environmental Strategy & Sustainable Product Initiatives
The Product Marketing Department continues dynamically the implementation and expansion of
the "Reduce-Remove-Recycle-Materials" strategy, which was adopted in 2021. This strategy is
based on four main pillars:
Reduce: The aim is to reduce the consumption of raw materials and save resources
through optimized production and packaging processes.
Remove: Eliminate unnecessary or unsustainable materials from products and
packaging.
Recycle: Utilization of recycled materials and enhancement of recycling practices in
production.
Materials: Selection of sustainable and certified materials, focusing on reducing the
environmental footprint.
Board Games
Reduce: All new products in the category feature 20% less packaging, helping to reduce
waste (20 new products, 80.000 items).
Recycle: Use of 100% FSC Materials in tabletop packaging, a total of 300.000 pieces
were handled.
Materials: Collaboration with Bioviva to develop a series of cards (57.000 pieces) made
from ecological materials (recycled cardboard, wood from sustainable forests). Printing
is carried out with vegetable ink, while local suppliers are used to reduce the carbon
footprint.
AS Wheels
Recycle: Use of 100% FSC materials colorbox in the AS Wheels category, a total of
65.989 items for 2024 to GR-CY-RO and foreign customers.
HappiHobbi
Reduce: Travel magic scribblers paper packaging reduction by 20%.
Recycle: Gradual transition of all brand packaging to FSC pack. For 2024, FSC Pack was
applied to the Giga Blocks & Magic Scribblers categories (248.000 items).
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Preparing for 2025: Packaging conversion to FSC for the categories: Painting
Workshops, Paint & Frame, Magnet & Art:
SHOKO: Use of FSC packaging only a total of 16.000 pieces.
Disney Plush: Recycle: Made with recycled stuffing, made with recycled filling. Approximately
72.000 pieces were disposed in the market.
IMC Cry Babies
o Reduce: Replace the foil packaging with paper packaging in the cry babies
keychain, significantly reducing plastic (11.000 items).
o Recycle: 30% recycled packaging (4.800 items) in the new Stars dolls.
Baby Paws
o Reduce & Recycle: Packaging exclusively made of cardboard, without plastic
parts (13.300 items).
Silverlit
Continuous replacement of conventional batteries with rechargeable ones.
Removing plastic windows from packaging.
Reduce-Remove-Recycle-Materials Strategy Table 2024
Category
Action
Quantity
Board Games
Smaller package
80.000
Board Games
FSC Packaging
300.000
Board Games
Bioviva Card Game
57.000
AS Wheels
FSC Packaging
65.989
HappiHobbi
FSC Packaging
248.000
Disney Plush
Recycled filling
72.000
IMC Cry Babies
Keychain paper sysc.
11.000
IMC Cry Babies
30% recycled packaging
4.800
IMC Baby Paws
Paper Packaging
13.300
Silverlit
Rechargeable batteries
-
Sustainability and Energy Management of the Company
The company, respecting the environment and committed to sustainable development, adopts
practices that save valuable energy resources. In this context, it proceeded with the construction
of a photovoltaic (PV) park with the aim of reducing dependence on conventional energy sources
and promoting the use of clean energy. The park, which was installed on the roof of the
company's building, has a photovoltaic capacity of 145 kW and exclusively covers the energy
needs of the company, without injecting into the grid or storing excess energy.
This investment demonstrates the company's commitment to reducing its ecological footprint and
incorporating sustainability practices into all its operations. The PV park went into operation on
March 8, 2024.
PV Park Performance Review 2024
Parameter
Value
Park Operation Performance
98,36%
Annual total consumption
283,02 MWh
Consumption from the grid
185,31 MWh (65%)
Consumption from a PV park
97,71 MWh (35%)
Total energy self-sufficiency
35%
CO2 emissions savings
42.96 tons
Future Plans and Power Upgrade
The company has been approved by DEDDIE to transition to the Net Belding program from the
existing Zero Feed-In regime. As part of this transition, it is planned for 2025 to increase the
power of the PV park from 145 kW to 250 kW, further enhancing the company's energy self-
sufficiency.
In case the Oreokastro network can receive additional energy injection, the company will consider
the possibility of joining the new regime.
These initiatives demonstrate the company's ongoing commitment to sustainability and optimizing
its energy efficiency.
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Recycling Contributions 2024
The company actively participates in recycling, paying contributions for waste management and
the promotion of the circular economy. In this context, for 2024, recycling levies are distributed
as follows:
Item Calculated
Quantity
Unit of
Measurement
Total Contribution
Value
Plastic & Paper Packaging (non-essential part of the
product)
222.256,92
Kg
15.604,68 €
Electrical Appliances (items that operate on electricity)
228.361,59
Kg
66.889,69 €
Batteries
1.064.787
Pieces
15.625,67 €
Group Total
98.120,04 €
The company continues to invest in reducing its environmental footprint by implementing
responsible recycling and waste management practices, in line with the principles of sustainable
development.
Carbon Footprint
For 2024, the company continued its commitment to transparency and sustainable development,
submitting its 2023 carbon footprint report to the publicly accessible electronic database of the
Natural Environment and Climate Change Agency, in accordance with the relevant legislation. At
the same time, it maintained its targets for the continuous reduction of its emissions.
Given the successful reduction of its carbon footprint by 32% in 2023, the company aims to
further improve its performance in 2024, strengthening its actions on energy efficiency and the
use of renewable energy sources.
AS seeks to achieve its corporate goals by combining its contribution to sustainable development
with meeting consumer needs. With the utmost respect and responsibility for the environment, it
promotes a progressive approach that is grounded in building a sustainable future for children
and families. Through the creation of innovative products and experiences, the company provides
children with a play environment that inspires, entertains and promotes their development.
Commitment to Sustainable Mobility: Upgrading Our Fleet with Electric Vehicles
As part of our strategy for sustainable growth and reduction of our environmental footprint, in
2024 we have launched a major initiative to renew our corporate vehicle fleet. Specifically, we
replaced six (6) cars with the all-electric VOLVO EX30, actively contributing to the reduction of
pollutant emissions and the promotion of electromobility.
The choice of electric vehicles is part of our overall commitment to responsible business by
reducing our dependence on fossil fuels and improving the energy efficiency of our daily
operations. With its advanced technologies and optimised range, the VOLVO EX30 offers not only
a low environmental impact, but also high levels of safety and comfort for our employees.
This transition is only one part of our actions towards a greener and more sustainable future. We
are committed to continuing to incorporate eco-friendly solutions, reducing carbon emissions and
adopting practices that contribute to creating a healthier and more sustainable environment for
all.
Basic Intangible Resources
The Group essentially relies on its intangible resources to create value, diversify its products and
maintain its competitiveness. According to article 150 of Law 4548/2018, large enterprises are
required to provide information on the main intangible resources that affect their business model.
In the case of the Group, intangible assets do not simply act as complementary assets, but are
fundamental factors in ensuring the company's financial performance and long-term viability.
The Group's dependence on intangible resources as well as the creation of value are reflected as
follows:
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Strong Brand Equity Dependence on consumer awareness and trust
The Group operates in markets where consumer trust and the perception of quality play
a decisive role in purchasing decisions. The company's brands have established
themselves as benchmarks in the toy category, allowing for pricing power and the
continuous development of new products.
Customer Relationships & Consumer Behavior Data Dependence on Market Insights
and Loyalty
The Group relies on the analysis of consumer behavior data, which allows the
adaptation of its products and commercial strategies to customer needs. Losing access
to this data would reduce the company's ability to adapt quickly to changing market
trends, negatively impacting sales and new product development.
Organizational culture and human capital Dependence on know-how and innovative
thinking
The specialization of human resources is an essential competitive advantage. The
Research & Development (R&D) department contributes decisively to the creation of
improved products, which shape consumer trends.
Employment
AS is its people who support its operation and progress on a daily basis.
The selection, placement in specific jobs, the assignment of tasks and the corresponding
remuneration are based on the principles of equal treatment and meritocracy.
The Company's management of Human Resources and employee relations affect its performance
and consequently constitute an important lever for its long-term development.
In this context, the Group attaches particular importance to providing a positive, productive and
safe working environment, while implementing a recruitment and staffing policy aimed at the
development of its employees and the development of their skills. The key points of its policy
are:
It provides equal recruitment opportunities to external candidates, based on meritocratic
criteria, according to the specifications of each job.
It provides equal opportunities for development to its employees to ensure equal
opportunities and the fight against discrimination through internal relocation and promotion
processes.
New jobs are covered either by internal relocation - promotion of employees with a direct
proposal for a change of position - promotion to an employee or by new recruitment, without
discrimination on any ground (gender, ethnicity, religion, political or other opinions, disability,
sexual orientation, etc.).
It implements a fair pay and benefits policy.
• Implements a staff evaluation system on an annual basis. For 2024, the staff evaluation started
at the end of the year and was completed at the beginning of 2025.
The gender profile of the Group's employees is mixed, employing 53% of men and 47% of
women.
The Group's relations with the staff are excellent and no labor issues are presented.
As a consequence of these relationships, there is a lack of court cases concerning labour matters.
Training and Retention of Staff
The Company's philosophy is "lifelong learning" and its purpose is to maintain a well-trained
Human Resources that meet the requirements of their role, the modern market requirements that
shape new skills needs, as well as the possible intra-company changes in the working
environment.
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For this reason, the Company attaches importance to the training of its employees.
Within the framework of the educational process, the appropriate programs are selected, their
content is designed, the implementation and maintenance of the appropriate evaluation
accounting data.
The purpose of the training programs is to improve the cognitive subject of employees, to provide
them with know-how in their work, to deepen and develop their skills, so that, consequently,
enhance their performance and contribute to the achievement of corporate goals.
The first training program for each employee is the onboarding program, through which newly
hired employees are informed about the Company's structure, their job position, the Company's
Internal Labor and Rules of Operation, its computerized systems, as well as the corporate policies
and procedures that concern them.
The annual training plan for each year is drawn up by the end of the previous year by the Directors
/ Heads of the Departments in collaboration with the HR department. For the development of the
annual training plan, the following parameters are taken into account:
The Company's strategic objectives
Last year's trainings, programs, program evaluation and participants
The educational needs of each department and each employee in relation to the individual
development of their skills and their subject
The available budget of the Company for the implementation of the trainings
Based on the needs and proposals of all departments, the Company creates the annual training
plan of AS Company which is gradually implemented in the following year.
All programs, internal and external, are evaluated for their effectiveness and are implemented
either in person or remotely (e-learning).
Goal Setting-Evaluation
Within the framework of the Company's operation and its continuous development, a culture has
been established that encourages initiatives to optimize the organization and implementation of
the procedures described in its Rules of Operation. To this end, in 2023, the Company's HR
department completed the creation of an employee evaluation system, in order to identify
strengths, areas for improvement and their training needs, always with the aim of retaining,
developing and rewarding talented and efficient employees. At the same time, every year the
Company sets the bonus schemes for the executives, which include setting goals and linking it
with bonuses for achieving the goals.
Health & Safety
The creation of a safe and healthy working environment is a priority for the Group. In the context
of the protection of the health and safety of its employees, suppliers, customers and partners,
the following are implemented:
Intensive inspections by security technicians in all the Company's facilities (Athens and
Thessaloniki).
The Company provides occupational doctor services in accordance with the requirements of
the legislation.
Regular training of employees to deal with safety and health emergencies, both for
themselves and for visitors to the Company's premises. At the same time, an internal Fire
Safety and First Aid team has been created, while care has also been taken for the placement
of safety-related signs in the facilities.
Free provision to all staff of Group Private Health Insurance, also providing the possibility for
inclusion in the insurance program of dependent members of employees' families with a
subsidy of part of the premium by the Company.
Respect for Man
The Company adopts policies that aim to protect Human Rights in the workplace with the
following main axes:
the Internal Labor Rules
the Internal Rules of Operation
Human Resources Policies
the Code of Ethics and Ethical Conduct
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the Policy on Violence and Harassment in the Workplace
All policies and regulations are available on the Company's intranet and individual updates have
been implemented to all personnel.
Business Ethics and Regulatory Compliance
The Company's focus on regulatory compliance issues is based on three main axes: corporate
governance, business ethics and solidarity-based work behavior.
In this context, the Company, among others, implements and disposes of the following:
Internal Rules of Operation
Code of Ethics and Ethical Conduct
Audit Committee
Internal Audit Department
Nomination and Remuneration Committee
Regulatory Compliance Officer
Procedure for informing the Supreme Administration and the Internal Audit about any incident
of fraud or corruption
Protection of Personal Data
The Company is committed to protecting the confidentiality and privacy of the information
provided to it or collected by it and complies with the applicable legislation for the protection of
personal data of visitors, partners, customers and suppliers (current and former), employees and
prospective employees.
In this context, a Personal Data Breach & Leakage Response Team has been established and the
proper adherence of the system is reviewed on a regular basis by the Data Protection Officer
(DPO).
The policies, in compliance with the European Data Protection Regulation (GDPR) and Law
4624/2019, are posted on the Company's intranet.
In addition, the Data Protection Officer, in collaboration with the heads of the HR and IT
departments, carries out continuous awareness and information actions of the Company's
personnel regarding the proper processing of the personal data he manages, as well as regular
relevant distance training for all employees.
I. OTHER ISSUES-OWN SHARES
The Company has specialized executives who carry out market research on toy trends in the
Greek and foreign markets and propose to the Group's Management the development of games
that suit the preferences of consumers in the markets where the Group operates. Participation in
the Exhibitions abroad helps significantly in this direction.
I.A. INFORMATION ON ACQUIRED OWN SHARES Article 49 par.2 of Law 4548/2018
On 25.06.2023, the Own Share Acquisition Program approved by the Annual General Meeting of
shareholders of 25 June 2021, in accordance with the provisions of article 49 of Law 4548/2018,
expired.
Subsequently, pursuant to the decisions of the Annual General Meeting of Shareholders of
23.06.2023 and the decision of the Board of Directors of 23.02.2024, in the context of a new
Own Share Acquisition Program, the Company announced on 23.02.2024 the commencement of
the implementation of the new Program. As part of the share buyback programs, to date
(15.4.2025) the company has purchased 100.539 treasury shares with a total nominal value of
66.355,74 representing 0,76595% of the capital with an average purchase price of EUR 2,244
per share.
J. DIVIDEND POLICY
The Company's General Meeting decided at the regular General Meeting of 20.06.2024. the
distribution of a dividend of a total amount of 1.796.192,21 euros, i.e. a gross amount of
0,13762556 €/share.
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Subsequently, with the decision of the Extraordinary General Meeting of the company dated
16/12/2024, an extraordinary cash distribution was decided to the Company's shareholders from
the taxed and undistributed profits of previous years, for a total amount of €690.843,30.
The Company's Management, having positively evaluated the financial results of the financial year
2024 as well as its high liquidity, intends to propose to the next Ordinary General Meeting of the
year 2025, the distribution of a gross dividend of 0.17 euros per share. The proposed distribution
is subject to the approval of the Annual General Meeting of Shareholders.
IA. EXPLANATORY REPORT OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS (article 4 par. 7 of Law 3556/2007)
This explanatory report of the Board of Directors to the Annual General Meeting of the Company's
Shareholders contains detailed information regarding the issues referred to in paragraph 7 of
article 4 of Law 3556/2007 and is incorporated into the report of the Board of Directors.
A. Share Capital Structure
The Company's share capital amounts to eight million six hundred and sixty-three thousand one
hundred and seventy-three euros and twenty cents (€ 8.663.173,20), divided into thirteen million
one hundred and twenty-six thousand and twenty (13.126.020) common registered shares, with
a nominal value of sixty-six euro cents (€ 0,66) each.
The Company's shares are listed for trading in their entirety on the Athens Stock Exchange.
At the time of writing, the Company holds 100.539 treasury shares. The shares with voting rights
are 13.025.481.
The rights of the Company's shareholders deriving from its share are proportional to the
percentage of the capital to which the paid-up value of the share corresponds. All shares have
the same rights and obligations and each share incorporates all the rights and obligations provided
for by the Law and the Company's Articles of Association.
B. Restrictions on the transfer of the Company's shares
The transfer of the Company's shares takes place as stipulated by the Law and there are no
restrictions on their transfer by the Company's Articles of Association, especially given that they
are intangible shares listed on the Athens Stock Exchange.
There was no change during the fiscal year 2024 and until the time of writing of the present.
C. Significant direct or indirect participations within the meaning of articles 9 to 11
of Law 3556/2007
The shareholders (natural or legal persons) who held as of 31.12.2024, directly or indirectly, a
percentage greater than 5% of the total number of shares and the relevant voting rights of the
Company are listed in the table below.
Shareholder's name
Percentage of participation*
1. Andreadis Efstratios
32,1216%
2. Andreadou Anastasia
31,84365%
* Concerns Share Capital and Voting Rights
From the reference date of 31.12.2024 and until the time of writing, it is noted that on 10/01/2025
and 13/1/2024, Mr. Efstratios Andreadis, President and CEO of the company, proceeded to the
sale of 100.000 common shares of the company, for €3,20 each, with a total value of €320.000.
Respectively, on 10/01/2025 and 13/1/2024, Mrs. Andreadou Anastasia proceeded with the sale
of 100.000 common shares of the company, for €3,20 each, with a total value of €320.000.
Following the above transactions, their participation percentages are formed at the time of writing
this document as follows:
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Shareholder's name
Percentage of participation *
1. Andreadis Efstratios
31,35975%
2. Andreadou Anastasia
31,08181%
* Concerns Share Capital and Voting Rights
There were no other changes regarding the other shareholders (natural or legal persons) who
hold, directly or indirectly, a percentage greater than 5% of the total number of shares and the
related voting rights of the Company.
D. Shares conferring special control rights and their description
There are no shares of the Company that provide their holders with special rights of control.
There has been no change during the financial year 2024 and up to the time of writing.
E. Restrictions on the right to vote
The Company's Articles of Association do not provide for restrictions on the voting rights deriving
from its shares, other than those provided for by the Law on the same shares.
There has been no change during the financial year 2024 and up to the time of writing.
F. Shareholder agreements known to the Company, which entail restrictions on the
transfer of shares or the exercise of voting rights
The Company is not aware of the existence of agreements between its shareholders which entail
restrictions on the transfer of its shares or on the exercise of the voting rights deriving from its
shares.
There has been no change during the financial year 2024 and up to the time of writing.
G. Rules for the appointment and replacement of members of the Board of Directors
and the amendment of the Articles of Association
The rules provided for in the Company's Articles of Association for the appointment and
replacement of the members of its Board of Directors and the amendment of its provisions do
not differ from those provided for in the Law.
the. Competence of the Board of Directors or certain of its members for the issuance
of new shares or for the purchase of own shares
The General Meeting of the Company decides, alone (according to article 23 et seq. of Law
4548/2018 with the quorum of article 130 par. 3 & 4 and the majority of article 132 par. 2 of
the same law) the increase of the share capital by issuing new shares. The acquisition and
treatment of the Company's own shares takes place in accordance with the provisions of articles
49 et seq. Law 4548/2018. The statute does not contain any different regulations than those
provided for by law regarding these matters.
The total number of shares of the Company traded on the Athens Stock Exchange amounts to
13.126.020 shares, of which the Company holds 100.539 shares.
IB. Significant agreements that enter into force, are amended or expire in the event
of a change of control following a public offer and the effects of such agreements
There are no agreements that come into force, are amended or expire in the event of a change
in the Company's control following a public offer.
There has been no change during the financial year 2024 and up to the time of writing.
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IC. Agreements with members of the Board of Directors or senior management of
the Company on compensation in the event of termination of cooperation or
termination of term of office for any reason
There are no agreements between the Company and members of its Board of Directors or its
staff, which provide for the payment of compensation, especially in the event of resignation or
dismissal without good reason or termination of their term or employment due to a public offer.
There has been no change during the financial year 2024 and up to the time of writing.
ID. Stakeholders / Interested parties
Stakeholders or interested parties are defined as natural and legal persons, who influence or are
affected by the decisions of the Company's bodies, its activities and its business operation in
general. The Company attaches particular importance to communication and cooperation, as far
as possible, with the interested parties, taking them into account in the decisions of its competent
decision-making bodies. In particular, the most important stakeholders of AS COMPANY S.A. are
the following: (a) Customers (b) Employees (c) Shareholders (d) Suppliers (e) Society (f) State
and Regulatory Authorities (g) Media
The Company's goal is to develop a harmonious and sustainable relationship and cooperation
with stakeholders.
Stakeholder
groups
Means of communication
Main issues of concern to the
teams
Customers
-Continuous communication, electronically
and/or in person.
- Responding to every communication on
behalf of retail customers (B2C)
-Informing customers through promotions,
social media, corporate website.
-Safety, Availability and Prices of
products
-Payment terms
-Terms and conditions of product
returns (B2C)
-Product returns/recalls
-Adherence to a Code of Conduct for
Offers and Discounts
- Protection of personal data
Employees
-Continuous updating through the Company's
intranet
-Trainings (indicatively: for Code of Conduct,
GDPR, Cybersecurity, Policy for the
Prevention and Combating of Violence &
Harassment, Whistleblowing, etc.)
-Development and evolution
-Health & Safety at Work
-Equal opportunities / respect for
diversity / inclusion
-Fees / additional benefits
-Education
Shareholders
- General Meeting (regular and extraordinary)
-Periodic and Extraordinary Announcements
-Organization of information meetings and
roadshows
-Annual Investor Briefing
-Ensuring valid and timely
information
-Information on Financial Results
-Prospects and investments
-Corporate Governance
Suppliers
-Continuous electronic and/or face-to-face
communication
-On-site visits to suppliers' facilities
-Meetings in the context of international
sectoral exhibitions
-Toy safety
-Checking technical specifications
and drafting of technical files
-Terms of cooperation with suppliers
-Signing and adherence to a Supplier
Code of Conduct
Society
-Contact with local bodies
-Actions/competitions through social media
-Implementation of corporate
responsibility programs and actions
(sponsorships and donations)
-Product cost control
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
61
-Recruitment of employees from the
local community
State and
Regulators
-Participation in informative events
-Electronic and/or face-to-face
communication and cooperation with
Supervisory Authorities at national and local
level
-Regulatory compliance regarding
issues related to the Company's
operation in general
Media
-Periodic announcements
-Promotions/ Advertising
-Informing the public
- Commercial development
-Adherence to an advertising code of
conduct
IE. MOST IMPORTANT EVENTS AFTER THE END OF 2024
A. Disclosure of Transactions of persons exercising managerial duties
The company informs the investing public that, in accordance with Law 3556/2007 and Article 19
of Regulation (EU) No. 596/2014,
a) Mr. Efstratios Andreadis, President and CEO of the company, informed the company that on
10.01.2025 he proceeded with the sale of 50.000 common shares of the company, for €3,20
each, with a total value of €160.000. The above was notified to the company on 13.01.2025.
b) Mrs. Anastasia Andreadou, Executive Vice President of the company, informed the company
that on 10.01.2025 she proceeded with the sale of 50.000 common shares of the company, for
€3,20 each, with a total value of €160.000. The above was notified to the company on
13.01.2025.
c) Mr. Efstratios Andreadis, President and Chief Executive Officer of the company, informed the
company that on 13.01.2025 he proceeded with the sale of 50.000 common shares of the
company, for €3,20 each, with a total value of €160.000. The above was notified to the company
on 14.01.2025.
d) Mrs. Anastasia Andreadou, Executive Vice President of the company, informed the company
that on 13.01.2025 she proceeded with the sale of 50.000 common shares of the company, for
€3,20 each, with a total value of €160.000. The above was notified to the company on
14.01.2025.
There are no other events subsequent to the Financial Statements, which concern, either the
Group or the Company, which are required to be referred to by the International Financial
Reporting Standards.
IF. ALTERNATIVE PERFORMANCE INDICATORS ("EDMA")
For the analysis of the Company's and the Group's returns, "comparable" figures are used, which
are calculated by adding subtracting funds presented in the Financial Statements prepared on
the basis of the International Financial Reporting Standards.
EBITDA Index
This indicator results from the subtraction of administration, disposal and research expenses from
the gross profit plus other revenues. This indicator provides useful information for the analysis of
the operating performance of the Company and the Group.
The evolution of the index for the Group in the respective twelve months of 2022, 2023 and 2024
was as follows:
31.12.2024
31.12.2023
31.12.2022
EBITDA
5.165.980
5.499.810
4.658.993
% in sales
16,66%
19,16%
16,26%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
62
Leverage Ratio and Net Debt Ratio
This indicator results from the addition of Short-Term Loan Liabilities plus Long-Term Loan
Liabilities from which Available and cash equivalents and Short-Term Investments are deducted.
The result of these funds is divided by the Equity to calculate the leverage ratio. The Group uses
this indicator to assess its liquidity. Following the implementation of IFRS 16, financial liabilities
related to leases are included in the calculation of net borrowing from 2020 onwards.
The evolution of the index for the Group in the respective twelve months of 2022, 2023 & 2024
was as follows:
31.12.2024
31.12.2023
31.12.2022
% of Net Debt / Equity
-38,23%
-37,96%
-50,91%
Net Debt
-15.039.922
-13.810.649
-17.528.096
Net Working Capital Ratio
This indicator results from the addition of the funds of Reserves, Trade Receivables and Other
Assets minus Commercial and Other Short-Term Liabilities. The Group uses this indicator to assess
its liquidity without taking into account cash and fair value investments.
The evolution of the index for the Group in the respective twelve months of 2022, 2023 & 2024
was as follows:
31.12.2024
31.12.2023
31.12.2022
Net Working Capital
14.788.493
14.822.534
10.124.584
AS COMMERCIAL INDUSTRIAL COMPANY PC AND TOYS S.A.
Thessaloniki, 15 April 2025
THE PRESIDENT OF THE BOARD OF
DIRECTORS
THE MEMBER OF THE BOARD OF
DIRECTORS
& CEO
EFSTRATIOS ANDREADIS
of Kostantinos
THEODORA KOUFOU
of Dimitrios
VAT No: 025447871
VAT No: 116532026
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
63
III. INDEPENDENT AUDITOR'S REPORT
KPMG Statutory Auditors S.A.
44 Syggrou Avenue
117 42 Athens, Greece
Phone: +30 210 6062100
Fax: +30 210 6062111
Email: info@kpmg.gr
Independent Auditor's Report (Translated from the original in Greek)
To the Shareholders of
AS COMMERCIAL - INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the Separate and Consolidated Financial Statements of AS COMMERCIAL -
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. (the “Company”), which comprise the
Separate and Consolidated Statement of Financial Position as at 31 December 2024, the
Separate and Consolidated Statements of Comprehensive Income, Changes in Equity and Cash
Flows for the year then ended, and notes, comprising material accounting policies and other
explanatory information.
In our opinion, the accompanying Separate and Consolidated Financial Statements present
fairly, in all material respects, the separate and consolidated financial position of AS
COMMERCIAL - INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.and its subsidiaries (the
“Group”) as at 31 December 2024 and its separate and consolidated financial performance and
its separate and consolidated cash flows for the year then ended, in accordance with
International Financial Reporting Standards (IFRS), as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as
incorporated in Greek legislation. Our responsibilities under those standards are further
described in the Auditors Responsibilities for the Audit of the Separate and Consolidated
Financial Statements section of our report. We are independent of the Company and the Group
in accordance with the International Ethics Standards Board for Accountants International Code
of Ethics for Professional Accountants, as incorporated in Greek legislation, and with the ethical
requirements that are relevant to the audit of the separate and consolidated financial
statements in Greece and we have fulfilled our other ethical responsibilities in accordance with
the requirements of the applicable legislation. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters, that, in our professional judgment, were of most
significance in our audit of the Separate and Consolidated Financial Statements of the current
period. These matters and the relevant significant assessed risks of material misstatement were
addressed in the context of our audit of the Separate and Consolidated Financial Statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
64
1. Inventory Valuation
See notes 2, 4.8 και 7.6 to the Separate and Consolidated Financial Statements
The key audit matter
How the matter was addressed in our audit
The Company’s and the Group’s inventories
amount to EUR 6 368 thousand, as valued after
the impairment provision of approximately EUR
637 thousand.
Inventories are valued at the lower of cost and
net realizable value. The net realizable value is
determined based on the selling prices after the
year end of the year of reference.
Management’s estimation concerning the
provision for impairment of inventories is based
on the estimations for slow moving and obsolete
inventories, the seasonality of inventories and
selling prices of the above.
Inventories valuation is a key audit matter due to
the significant balance of inventories and the
subjective judgment required from management
in the assessment of the provision for impairment
of inventories.
Our audit procedures in relation to this matter
included, among others, the following:
We evaluated the design and
implementation of the internal controls of
the Company regarding the warehouse
monitoring process.
We performed substantive audit
procedures regarding the movement of
inventories to identify slow-moving
inventories, so as to evaluate the
appropriateness of the assumptions
made by Management for the inventories
valuation process and the calculation of
impairment provision.
In order to evaluate the inventory
valuation in comparison with the net
realizable value, we compared on a
sample basis the accounting value of
inventories with their sale prices after
the year end of the year of reference.
We attended year-end inventory count in
order to count on a sample basis the
inventories and to examine the physical
condition of inventories, as well as the
probable impairment.
We evaluated the appropriateness and adequacy of
disclosures, in the Financial Statements.
2. Impairment of Trade Receivables
See notes 2, 4.7 και 7.7 to the Separate and Consolidated Financial Statements
The key audit matter
How the matter was addressed in our audit
The Company’s and the Group’s Trade
Receivables amount approximately to EUR 12 893
thousand and EUR 13 478 thousand respectively,
against which an impairment provision of EUR
Our audit procedures in relation to this matter
included, among others, the following:
We evaluated the design and
implementation of the internal controls of
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
65
111 thousand and EUR151 thousand was made
respectively.
Management evaluates the recoverability of the
Company’s and Group’s trade receivables and
proceeds to the assessment of the appropriate
provision for impairment for the expected credit
losses.
In determining the expected credit losses of trade
receivables, the Company and the Group uses a
table of provisions for credit losses based on
ageing analysis of the balances, and historical
data of the Company and the Group for credit
losses, adjusted to future factors in relation to
debtors and the economic environment.
Impairment of trade receivables is a key audit
matter due to the significant balance of trade
receivables and the subjective judgment required
from Management in the assessment of the
recoverability of trade receivables.
the Company and the Group regarding the
formation of provision for impairment.
We also reviewed collections took place
subsequent the date of the Financial
Statements for a sample of trade
receivables.
We evaluated the ageing analysis of trade
receivables and examined significant
balances of customers as regards to the
time analysis of their maturity if they
became overdue as well as the financial
position of these customers.
We examined the adequacy of the provision
for doubtful debts of the Company and the
Group by evaluating the method followed
by Management based on IFRS, the
relevant Management’s assumptions and
the data used, taking into account our
knowledge of the industry and the
assessment of the external legal advisors of
the Company and the Group for the
outcome of the cases they handle
regarding the recoverability of trade
receivables.
We evaluated the appropriateness and
adequacy of disclosures, in the Financial
Statements.
Other Information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the Board of Directors’ Report, for which reference is made in the
“Report on Other Legal and Regulatory Requirements” and the Declarations of the Members of
the Board of Directors but does not include the Separate and Consolidated Financial Statements
and our Auditors Report thereon.
Our opinion on the Separate and Consolidated Financial Statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Separate and Consolidated Financial Statements, our
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Separate and Consolidated Financial Statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the Separate
and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate
and Consolidated Financial Statements in accordance with IFRS, as adopted by the European
Union, and for such internal control as the Board of Directors determines is necessary to enable
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
66
the preparation of separate and consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Separate and Consolidated Financial Statements, the Board of Directors is
responsible for assessing the Company’s and the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company and the Group
or to cease operations, or has no realistic alternative but to do so.
The Audit Committee of the Company is responsible for overseeing the Company’s and the
Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Separate and
Consolidated Financial Statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs which have been incorporated in Greek legislation will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Separate and
Consolidated Financial Statements.
As part of an audit in accordance with ISAs, which have been incorporated in Greek legislation,
we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s and
the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the Separate and Consolidated Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our 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.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business units within the Group as a basis for
forming an opinion on these Group Financial Statements. We are responsible for the
direction, supervision and review of the audit work performed for purposes of the group
audit. We remain solely responsible for our audit opinion.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
67
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Separate and Consolidated Financial
Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditors report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
68
Report on Other Legal and Regulatory Requirements
1.
Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement that are included in this report. Our opinion on the
financial statements does not cover the Board of Directors’ Report and we do not express an
audit opinion thereon. Our responsibility is to read the Board of Directors’ Report and, in doing
so, consider whether, based on our financial statements audit work, the information therein is
materially misstated or inconsistent with the financial statements or our audit knowledge.
Based solely on that work pursuant to the requirements of paragraph 1, cases aa, ab and b, of
article 154C of L. 4548/2018, we note that:
a) The Board of Directors’ Report includes a Corporate Governance Statement which provides
the information set by Article 152 of L. 4548/2018.
b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the
applicable legal requirements of Articles 150 and 153 of L. 4548/2018, and its contents
correspond with the accompanying Separate and Consolidated Financial Statements for the
year ended 31 December 2024.
c) Based on the knowledge acquired during our audit, relating to AS COMMERCIAL -
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. and its environment, we have not
identified any material misstatements in the Board of Directors’ Report.
2.
Additional Report to the Audit Committee
Our audit opinion on the Separate and Consolidated Financial Statements is consistent with the
Additional Report to the Audit Committee of the Company dated 15 April 2025, pursuant to the
requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
3.
Provision of non-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014.
The permissible non-audit services that we have provided to the Company and its subsidiaries
during the year ended 31 December 2024 are disclosed in Note 13 of the accompanying
Separate and Consolidated Financial Statements.
4.
Appointment of Auditor
We were appointed for the first time as Certified Auditors of the Company based on the
decision of the Annual General Shareholders’ Meeting dated 21 June 2018. From then onwards
our appointment has been renewed uninterruptedly for a total period of 7 years based on the
annual decisions of the General Shareholders’ Meeting.
5.
Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the
provisions of the article 14 of L. 4706/2020.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
69
6.
Assurance Report on the European Single Electronic Reporting Format
Subject Matter
We were engaged to perform a reasonable assurance engagement to examine the digital files
of the company AS COMMERCIAL - INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
(the Company or/and Group), which were prepared in accordance with the European Single
Electronic Format (ESEF) and that include the separate and consolidated financial statements of
the Company and the Group for the year ended as at 31 December 2024 in XHTML format, and
also the file XBRL (213800NW1S2T9JRVU437-2024-12-31-el.zip) with the appropriate markup
of the those consolidated financial statements, including other explanatory information (Notes
to the Financial Statements) (hereafter the “Subject matter”), in order to verify that it was
prepared in accordance with the requirements set out in the Applicable Criteria section.
Applicable Criteria
The Applicable Criteria for the European Single Electronic Format (ESEF) are defined by the
European Commission Delegated Regulation (EU) 2019/815, as in force (hereafter “the ESEF
Regulation”) and the 2020/C 379/01 Commission Interpretative Communication issued on
10 November 2020, as required by the L. 3556/2007 and the relevant announcements of the
Hellenic Capital Markets Commission and the Athens Stock Exchange.
In summary, these Criteria provide, among others, the following:
All the annual financial reports must be prepared in XHTML format.
With respects to the consolidated financial statements based on International Financial
Reporting Standards (IFRS), the financial information that is included in the Statement of
Comprehensive Income, the Statement of Financial Position, the Statement of Changes in
Equity and the Statement of Cash Flows, as well as in the Notes to the consolidated
financial statements, must be marked up with XBRL tags and “block tag”, in accordance
with the ESEF Taxonomy, as in force. The technical requirements for the ESEF, including
the relevant taxonomy, are included in the ESEF Regulatory Technical Standards.
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is responsible for the preparation and filing of the separate and
consolidated financial statements of the Company and the Group, for the year ended as at
31 December 2024, in accordance with the Applicable Criteria and for such internal control as
the Board of Directors determines is necessary to enable the preparation of digital files that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to issue this Report regarding the evaluation of the Subject Matter, based
on our work performed, which is described below in the “Scope of Work Performed” section.
Our work was conducted in accordance with International Standard on Assurance Engagements
3000 (Revised) “Assurance Engagements Other than Audits or Reviews of Historical Financial
Information” (hereafter “ISAE 3000”).
ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance about
the evaluation of the Subject Matter in accordance with the Applicable Criteria. In the context
of the procedures performed, we assess the risk of material misstatement of the information
related to the Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate and support the
conclusion expressed in this assurance report.
Professional ethics and quality management
We are independent of the Company and the Group, throughout this engagement and have
complied with the requirements of the International Code of Ethics for Professional Accountants
issued by the International Ethics Standards Board for Accountants, the ethics and
independence requirements of L. 4449/2017 and Regulation (EU) 537/2014.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
70
Our firm applies International Standard on Quality Management (ISQM) 1, “Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other
Assurance or Related Services Engagements” and consequently maintains a comprehensive
quality management system that includes documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable legal and
regulatory requirements.
Scope of work performed
The assurance work we performed covers only the items included in the 214/4/11-02-2022
Decision of the Hellenic Accounting and Auditing Standards Oversight Board and the
“Guidelines for the assurance engagement and report of Certified Auditors on the European
Single Electronic Reporting Format (ESEF) of issuers with shares listed in a regulated market in
Greece”, as these were issued by the Institute of Certified Public Accountants of Greece on 14
February 2022, in order to obtain reasonable assurance that the financial statements of the
Company that are prepared by the Board of Directors of the Company comply in all material
respects with the Applicable Criteria.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion that
the separate and consolidated financial statements of the Company and the Group for the year
ended as of 31 December 2024 in XHTML format, and the XBRL file
(213800NW1S2T9JRVU437-2024-12-31-el.zip) marked up with respects to the consolidated
financial statements, including the other explanatory information (Notes to financial
statements), have been prepared, in all material respects, in accordance with the requirements
as defined in the Applicable Criteria.
Athens, 15 April 2025
KPMG Statutory Auditors S.A. AM SOEL 186
Dimitrios Tanos, Certified Public Accountant AM SOEL 42241
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
71
AS COMMERCIAL INDUSTRIAL
COMPANY PC AND TOYS S.A.
ANNUAL FINANCIAL STATEMENTS
(CORPORATE & CONSOLIDATED) AS OF DECEMBER 31, 2024
In accordance with the International Financial Reporting Standards as
adopted by the European Union
It is hereby certified that the attached Annual Corporate and Consolidated Financial Statements
as of December 31, 2024 are those approved by the Board of Directors of "AS COMMERCIAL
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.'' on April 15, 2025 and have been
made public by posting on the Internet, at the address www.ascompany.gr where they will
remain available to the public for a period of at least ten (10) years.
Efstratios K. Andreadis
President of the Board of Directors & Chief Executive Officer
AS COMPANY A.E.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
72
IV. ANNUAL FINANCIAL STATEMENTS
A. ANNUAL FINANCIAL POSITION STATEMENT
Amounts denominated in euro
GROUP
COMPANY
31.12.2024
31.12.2023
31.12.2024
31.12.2023
ASSETS
Note.
Non-Current Assets
Owner occupied tangible assets
7.1
3.889.752
4.278.979
3.883.940
4.270.393
Investment Real Estate
7.3
4.241.741
3.995.880
4.241.741
3.995.880
Intangible assets
7.2
912.489
506.000
912.489
506.000
Goodwill
7.2
70.054
0
70.054
0
Rights to use leased assets
7.1
781.244
493.819
727.006
417.292
Participations in subsidiaries
7.4
0
0
550.000
550.000
Other non-current assets
7.5
50.021
51.057
45.093
46.127
9.945.301
9.325.736
10.430.322
9.785.693
Current Assets
Stocks
7.6
9.082.515
6.867.257
9.082.515
6.867.256
Trade receivables
7.7
13.327.698
14.638.976
12.782.376
13.209.432
Investing in fair value through results
7.8
12.138.410
11.376.175
11.323.295
10.882.547
Other current assets
7.9
616.460
563.864
847.699
767.026
Cash and cash equivalents
7.10
3.713.415
2.942.188
2.282.096
1.246.549
38.878.498
36.388.460
36.317.980
32.972.809
TOTAL ASSETS
48.823.799
45.714.196
46.748.303
42.758.502
EQUITY AND LIABILITIES
Equity
Paid-up share capital
7.11
8.663.173
8.663.173
8.663.173
8.663.173
Other reserves
7.11
2.239.705
2.138.821
2.232.246
2.131.433
Retained Earnings
7.11
28.435.235
26.912.958
26.922.362
24.555.020
Total Equity of the shareholders of the parent
company
39.338.113
37.714.952
37.817.781
35.349.627
Total Equity
39.338.113
37.714.952
37.817.781
35.349.627
Long-Term Liabilities
Long-term liabilities
Long-Term Liabilities from Leases
7.12
650.292
413.788
612.584
368.878
Deferred tax liabilities
7.13
258.547
112.274
258.547
112.274
Personal Benefits Obligations due to exiting Service
7.14
152.524
104.420
136.043
101.182
Other long-term liabilities
7.15
24.531
27.272
24.531
27.272
1.085.895
657.754
1.031.706
609.605
Short-Term Liabilities
Debts to suppliers
7.16
4.096.052
4.004.692
3.893.359
3.788.154
Short-term lease liabilities
7.12
161.610
93.926
135.394
51.745
Other short-term liabilities
7.18
4.142.128
3.242.872
3.870.064
2.959.371
8.399.791
7.341.490
7.898.816
6.799.270
Total Liabilities
9.485.685
7.999.243
8.930.522
7.408.876
TOTAL EQUITY AND LIABILITIES
48.823.799
45.714.196
46.748.303
42.758.502
The accompanying notes set out on pages 77 to 122 are an integral part of these Corporate and Consolidated
Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
73
B. ANNUAL STATEMENT OF TOTAL INCOME
Amounts denominated in euro
GROUP
COMPANY
Note.
1.01 to
31.12.2024
1.01 to
31.12.2023
1.01 to
31.12.2024
1.01 to
31.12.2023
Turnover
7.19
31.007.216
28.697.172
28.497.970
26.441.071
Sales Costs
7.20
-15.947.364
-14.835.933
-15.687.588
-14.565.066
Gross Profits
15.059.852
13.861.240
12.810.382
11.876.006
Other operating income
7.21
122.074
78.043
317.411
255.346
Administrative expenses
7.22
-3.306.149
-3.104.737
-3.068.383
-2.825.308
Disposal Operating Costs
7.23
-7.307.733
-5.752.348
-6.353.724
-5.080.265
Research and development expenses
7.24
-169.639
-195.534
-169.639
-195.534
Income / (Expense) of impairment of trade
receivables
7.7
0
-56.398
0
-16.229
Earnings before taxes, financial and
investment results
4.398.405
4.830.265
3.536.047
4.014.017
Financial operating income / (expenses) - net
7.27
1.169.714
1.123.887
2.759.783
1.088.503
Profit before tax
5.568.119
5.954.153
6.295.830
5.102.520
Income Taxes
7.28
-1.358.459
-1.420.691
-1.241.105
-1.297.803
Net Profit After Taxes
4.209.660
4.533.462
5.054.725
3.804.717
Other Total Income that is not subsequently
reclassified in the results:
Actuarial profits/(losses) from defined benefit plans
7.14
-12.982
1.767
-12.982
1.767
Deferred Tax
2.856
-389
2.856
-389
Total Other Income that is not reclassified
later in the results
-10.126
1.378
-10.126
1.378
Other Total Income that may be classified
later in the results:
Effect of exchange rates from the conversion of
financial statements into foreign currency
71
-4.183
0
0
Other Total Income for the year
-10.055
-2.805
-10.126
1.378
Aggregate Total Income for Fiscal Year
4.199.606
4.530.657
5.044.599
3.806.095
They are divided into:
Company Shareholders
4.199.606
4.530.657
5.044.599
3.806.095
-Non-controlled participations
0
0
0
0
Earnings after taxes per share - basic (in €)
12
0,3226
0,3470
0,3873
0,2912
Diluted earnings per share
0,3226
0,3470
0,3873
0,2912
Earnings before taxes, financing, investment
results and amortization
7.26
5.165.980
5.499.810
4.277.963
4.664.520
The accompanying notes set out on pages 77 to 122 are an integral part of these Corporate and Consolidated
Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
74
C. ANNUAL STATEMENT OF CHANGES IN EQUITY
Amounts denominated in euro
Group
Share
Capital
Other
reserves
Retained
Earnings
Total
Equity for the financial year (1.01.2023)
8.663.173
1.981.828
24.059.148
34.704.150
Profit after tax
0
0
4.533.462
4.533.462
Exchange Differences & Other Reserves
0
-4.183
0
-4.183
Actuarial gains/(losses) from defined benefit plans
0
0
1.767
1.767
Deferred tax on actuarial profits/(losses)
0
0
-389
-389
Other Total Income
0
-4.183
1.378
-2.805
Aggregate total income
0
-4.183
4.534.840
4.530.657
Formation of a regular reserve
0
161.175
-161.175
0
Dividend Distribution
0
0
-1.519.854
-1.519.854
Transactions with owners
0
161.175
-1.681.029
-1.519.854
Equity at the end of the year (31.12.2023)
8.663.173
2.138.821
26.912.958
37.714.952
Equity at the start of the financial year
(1.01.2024)
8.663.173
2.138.821
26.912.958
37.714.952
Profit after tax
0
0
4.209.660
4.209.660
Exchange Differences & Other Reserves
0
71
0
71
Actuarial gains/(losses) from defined benefit plans
0
0
-12.982
-12.982
Deferred tax on actuarial profits/(losses)
0
0
2.856
2.856
Other Total Income
0
71
-10.126
-10.055
Aggregate total income
0
71
4.199.534
4.199.606
Own Share Purchases
0
-89.423
0
-89.423
Formation of a regular reserve
0
190.236
-190.236
0
Dividend Distribution
0
0
-2.487.022
-2.487.022
Transactions with owners
0
100.813
-2.677.258
-2.576.445
Equity at the end of the year (31.12.2024)
8.663.173
2.239.705
28.435.235
39.338.113
The accompanying notes set out on pages 77 to 122 are an integral part of these Corporate and Consolidated
Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
75
Company
Share
Capital
Other
reserves
Retained
Earnings
Total
Equity for the financial year (1.01.2023)
8.663.173
1.981.162
22.419.051
33.063.386
Profit after tax
0
0
3.804.717
3.804.717
Actuarial gains/(losses) from defined benefit plans
0
0
1.767
1.767
Deferred tax on actuarial profits/(losses)
0
0
-389
-389
Other Total Income
0
0
1.378
1.378
Aggregate total income
0
0
3.806.095
3.806.095
Formation of a regular reserve
0
150.271
-150.271
0
Dividend Distribution
0
0
-1.519.854
-1.519.854
Transactions with owners
0
150.271
-1.670.125
-1.519.854
Equity at the end of the year (31.12.2023)
8.663.173
2.131.433
24.555.020
35.349.627
Equity at the start of the financial year
(1.01.2024)
8.663.173
2.131.433
24.555.020
35.349.627
Profit after tax
0
0
5.054.725
5.054.725
Actuarial gains/(losses) from defined benefit plans
0
0
-12.982
-12.982
Deferred tax on actuarial profits/(losses)
0
0
2.856
2.856
Other Total Income
0
0
-10.126
-10.126
Aggregate total income
0
0
5.044.599
5.044.599
Own Share Acquisition
0
-89.423
0
-89.423
Formation of a regular reserve
0
190.236
-190.236
0
Dividend Distribution
0
0
-2.487.022
-2.487.022
Transactions with owners
0
100.813
-2.677.258
-2.576.445
Equity at the end of the year (31.12.2024)
8.663.173
2.232.246
26.922.362
37.817.781
The Retained Earnings of year 2024 includes income from dividends (tax reserve) in the amount of Euro 1.630.000, in
accordance with the provisions of no. 48 of Law 4172/2013 (POL 1039/2015).
The accompanying notes set out on pages 77 to 122 are an integral part of these Corporate and Consolidated
Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
76
D. ANNUAL CASH FLOW STATEMENT
Amounts denominated in euro
GROUP
COMPANY
Note.
1.01 to
31.12.2024
1.01 to
31.12.2023
1.01 to
31.12.2024
1.01 to
31.12.2023
Operational activities
Earnings before tax (continuing operations)
5.568.119
5.954.153
6.295.830
5.102.520
Plus / minus adjustments for:
Amortizations
7.26
767.574
669.545
741.915
650.503
Predictions
124.357
-4.148
111.114
-44.546
Exchange Rate Differences
8.225
-1.990
8.086
1.600
Results (income, expenses, gains and losses) of
investment activity
34.279
-137.140
84.656
-76.738
Net financial income / (expenses)
-1.203.992
-1.123.887
-2.844.438
-1.088.503
Plus/minus adjustments for changes in working
capital accounts:
Decrease / (increase) of stocks
-1.430.431
860.154
-1.430.431
858.757
Decrease / (increase) of claims
-525.997
-6.976.400
347.417
-6.037.273
(Reduction) / increase in liabilities (except loans)
2.978.840
1.011.054
1.261.808
578.668
Minus:
Credit interest and related expenses paid
-230.856
-95.447
-218.697
-68.708
Taxes paid
-1.445.391
-919.653
-1.339.121
-798.728
Total inputs / (outputs) from operating
activities (a)
4.644.727
-763.761
3.018.138
-922.449
Investment activities
Acquisitions from business combinations
-1.524.063
0
-1.524.063
0
Acquisition of investment properties
7.3
-245.861
-1.794.265
-245.861
-1.794.265
Purchase of tangible and intangible assets
7.1-7.2
-73.083
-575.741
-72.486
-574.156
(Purchases) / Sales of Securities
6.543
6.425
277.653
-65.804
Interest Received
571.286
629.998
537.337
538.100
Dividends received
0
0
1.630.000
0
Total inputs / (outputs) from investment
activities (b)
-1.265.178
-1.733.583
602.580
-1.896.126
Financial activities
Loan repayments
0
-20.825
0
-20.825
Purchase of own shares
-89.423
0
-89.423
0
Payment of obligations arising from financial
leases (debt settlements)
-148.627
-89.771
-125.475
-80.845
Dividends paid
-2.370.273
-1.449.050
-2.370.273
-1.449.050
Total inflows / (outputs) from financing
activities (c)
-2.608.323
-1.559.645
-2.585.171
-1.550.719
Net increase / (decrease) in cash
and use equivalents (a) + (b) + (c)
771.227
-4.056.989
1.035.547
-4.369.293
Cash and cash equivalents at the start of
the year
7.10
2.942.188
6.999.177
1.246.549
5.615.842
Cash and end-of-year equivalents
7.10
3.713.415
2.942.188
2.282.096
1.246.549
The accompanying notes set out on pages 77 to 122 are an integral part of these Corporate and Consolidated
Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
77
E. NOTES ON CORPORATE AND CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
1. General information
"AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A." is a Hellenic Société
Anonyme. It was founded on November 8, 1990 (Government Gazette 4222/03.12.1990), under
the name "ASCO S.A. EMPORIKI VIOTECHNIKI ETAIREIA PAIXNIDION A.E.". With the
decision of the Extraordinary General Meeting of the shareholders dated 30.12.1990, the name
was changed to "AS EMPORIKI-VIOTECHNIKI ETAIRIA PACHNIDION S.A." (Government Gazette
4056/31.10.1991) and by the decision of the Extraordinary General Meeting of the shareholders
dated 11.6.1999, its current name "AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS
AND TOYS S.A." was approved. (Government Gazette Issue SA and LTD 5266/6.7.1999). The
Company is registered in the Register of Sociétés Anonymes of the Ministry of Economy,
Development and Tourism, with No. GEMI 057546304000 and Registration Number
22949/06/Β/90/107. The duration of the Company is indefinite. The Company's registered office,
which is also the main place of its operations, is Ionia Street, Oreokastro, PC 57013 of the
Regional Unit of Thessaloniki, Greece. Its web address is www.ascompany.gr and is listed on
the Athens Stock Exchange. The Financial Statements as of December 31, 2024 were approved
by the Board of Directors on April 15, 2025, and are subject to the final approval of the Annual
General Meeting of its shareholders.
The number of employees of the Company amounted to 83 people on December 31, 2024 and
the number of employees of the Group to 89 people.
The Company's main activity concerns the wholesale trade of toys.
The subsidiary in Cyprus under the name "AS COMPANY CYPRUS LTD" is governed and operates
under Cyprus Law, in the form of a Limited Liability Company. The subsidiary was founded in May
2016 with an initial capital of 150.000,00, which was 100% covered by the parent company,
which is its sole shareholder.
The subsidiary in Romania under the name "AS KIDS TOYS S.R.L.", is governed and operates
under Romanian Law, in the form of a Limited Company. The subsidiary Company was founded
in February 2018. Its capital amounts to 400.000 and has been 100% covered by the parent
company, which is its sole shareholder.
2. Framework for the preparation of financial statements
The Financial Statements have been prepared in accordance with the International Financial
Reporting Standards ("IFRS") as they have been adopted by the European Union and are
mandatory for the fiscal years ending on 31 December 2024.
The Financial Statements have been prepared in accordance with the principle of historical costs
other than financial assets at fair value through results, which are measured at fair value on the
basis of IFRS. The Financial Statements have also been prepared in accordance with the principle
of business continuity.
Despite the certainty and disruption that has been created in the market by the continuous
increases in the prices of basic goods from the war in Ukraine and the attacks of the Houthi rebels
on ships in the Red Sea, the Management believes that - even in adverse scenarios - the Company
is able to cope with the challenges of the crisis for the following reasons:
The Group and the Company have strong liquidity.
The Group and the Company are able to fully cover the liabilities since as of 31.12.2024
the current assets exceed the short-term liabilities by 30 million for the Group and € 28 million.
for the Company.
The Company holds stocks that cover the current orders of its customers.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
78
The amounts of the Financial Statements (Corporate and Consolidated) are presented in Euros,
unless explicitly stated otherwise.
The preparation of the Financial Statements requires the Management of the Company and the
Group to make significant assumptions and accounting estimates that affect the values of assets,
liabilities, the disclosure of contingent claims and liabilities at the date of preparation of the
Financial Statements, as well as the income and expenses presented during the period under
review. Although these calculations are based on management's best possible knowledge of the
circumstances and current conditions, actual results may ultimately differ from these estimates.
Estimates and judgments are continuously evaluated and are based on empirical data and other
factors, including expectations of future events that are considered expected under reasonable
circumstances.
The important accounting estimates and assumptions are as follows:
Income Tax Forecast - Note 4.14: The provision for income tax based on IAS 12 is calculated
by estimating the taxes to be paid to the tax authorities and includes the current income tax for
each fiscal year and a provision for additional taxes that may arise in future tax audits. The final
income tax clearance is likely to deviate from the relevant amounts recorded in the Financial
Statements.
Asset Useful Life Assessment - Note 4.3: The Company makes accounting estimates
regarding the useful life of its tangible assets. These estimates are reviewed at least at each
Financial Position date taking into account new data and market conditions.
Staff benefit liabilities due to exit from the service - Note 4.12: Personnel benefit
liabilities are calculated on the basis of actuarial methods, the performance of which requires the
Management to assess specific parameters such as the future increase in employees'
remuneration, the discount rate of these liabilities, the percentage of employee departure, etc.
The Management shall endeavour, at each Financial Position date where this provision is is being
revised, to assess these parameters in the best possible way.
Provision for depreciated stocks - Note 4.8: The Company reduces the value of its
inventories when there are indications that either the cash flows from their sale will be lower than
their current value or that due to their condition it is not feasible to sell or process. Management
periodically reassesses the adequacy of the provision for depreciated inventories and any resulting
impairments are recorded in the Statement of Total Income.
Provisions for impairment of receivables - Note 4.7(iii): The Company writes down the
value of its trade receivables on the basis of expected credit losses for trade receivables. The
Group and the Company use percentages for expected credit losses over the life of their
receivables. These percentages are based on past experience and are adjusted in such a way as
to reflect projections for the future financial position of the customers and the economic
environment. The Company's Management periodically reassesses the adequacy of the provision
for bad debts based on factors such as its credit policy, reports from the legal service on recent
developments in cases it handles, as well as its assessment/judgment on the impact of other
factors on the collection of receivables.
Business Combinations - Note 7.2: At the time of acquisition of a company, the fair value
and useful life of the acquired tangible and intangible assets are determined, where the use of
valuations is carried out. Future events could cause changes in the assumptions used by the
Group, which could have an impact on the results and net position of the Group.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
79
3. New Accounting Policies
The accounting policies on the basis of which the attached Financial Statements are prepared are
consistent with those used for the preparation of the Financial Statements for the comparative
year 2023. The Group has adopted the new standards and interpretations, the implementation of
which became mandatory for the fiscal years commencing on January 1, 2024. The new standards
are presented below:
New and revised International Financial Reporting Standards ("IFRS") and
Interpretations
As of 1 January 2024, it adopted all changes to the IFRS as adopted by the European Union
("EU") related to its work. This adoption has not had a significant impact on the financial
statements of the Group and the Company.
The following new Standards, Interpretations and Amendments to Standards have been issued
by the International Accounting Standards Board (IASB), have been adopted by the European
Union and their implementation is mandatory from 01/01/2024 and beyond.
IAS 1 (Amendment) 'Classification of liabilities as short-term or long-term'
In January 2020, the IASB adopted amendments to IAS 1 that affect the requirements for the
presentation of obligations. In particular, the amendments clarify one of the criteria for classifying
a liability as long-term, the requirement for an entity to have the right to defer the settlement of
the liability for at least 12 months after the reporting period. The amendments include, inter alia,
clarification that an entity's right to defer settlement should exist at the reference date and that the
classification of the obligation is not affected by management's intentions or expectations regarding
the exercise of the right to defer settlement.
In addition, in October 2022, the IASB adopted an amendment to clarify the classification of loan
obligations that have financial clauses and includes new disclosure requirements for long-term
liabilities subject to future loan clauses.
IFRS 16 (Amendment) "Obligation to Lease on Sale and Release"
The amendment clarifies how an entity as a seller-lessee accounts for variable rent payments
that arise in sale and releasing transactions. An entity applies the requirements retroactively to
sale and releasing transactions entered into after the date on which the entity initially applied
IFRS 16.
IAS 7 (Amendment) 'Statement of Cash Flows' and IFRS 7 (Amendment) 'Financial
Instruments: Disclosures'
In May 2023, the IASB issued amendments to IAS 7 and IFRS 7 regarding additional disclosures
that entities will have to provide for the financial arrangements of their remaining suppliers.
New Standards, Interpretations and Amendments to existing Standards that have not
yet entered into force or have not been adopted by the European Union
The following New IFRS, IFRS Revisions and Interpretations have been issued by the International
Accounting Standards Board ("IASB") but have not entered into force for annual periods beginning
on 1 January 2024. Those related to the Group's activities are presented below.
The Group does not intend to adopt the following New IFRS, IFRS Revisions and Interpretations
prior to their effective date.
IAS 21 (Amendment) "The effects of exchange rate changes": Lack of
Exchangeability' (applicable to annual accounting periods beginning on or after 1
January 2025)
In August 2023, the International Accounting Standards Board (IASB) adopted amendments to
IAS 21 "The effects of exchange rate changes" requiring entities to provide more useful
information in their financial statements when one currency cannot be exchanged for another
currency. The amendments include the introduction of the definition of the exchangeability of a
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from January 1, 2024 to December 31, 2024
80
currency and provide guidance on how to the entity calculates the spot rate in cases where the
currency is not exchangeable. In addition, they require additional disclosures in cases where an
entity has calculated an exchange rate due to a lack of exchangeability.
The Amendment enters into force for annual reference periods starting on or after 01 January
2025 and the earliest application is allowed. This Amendment has been adopted by the European
Union.
IFRS 18 "Presentation and Disclosures in the Financial Statements" (effective for
annual periods beginning on or after 01/01/2027)
In April 2024, the International Accounting Standards Board (IASB) adopted a new Standard,
IFRS 18, which replaces IAS 1 "Presentation of Financial Statements". The primary purpose of
the Standard is to provide investors with an improved basis for analyzing and comparing the
financial performance of businesses and to improve the way information is provided in an entity's
financial statements, in particular the statement of profit and loss statements and disclosures on
the financial statements. Specifically, the Standard will improve the quality of financial reporting
due to: a) the requirement of defined subsets in the income statement, b) the requirement to
disclose in a separate note the financial statements of performance indicators defined by the
company's management (Management Performance Measures) c) the new principles for
grouping/segregation of information.
The Standard enters into force for annual reference periods starting on or after 01 January 2027
and earlier application is allowed. This Standard has not yet been adopted by the European Union.
IFRS 19 "Subsidiaries that are not public-interest companies: Disclosures" (effective
for annual periods beginning on or after 01/01/2027)
In May 2024, the International Accounting Standards Board (IASB) adopted a new Standard, IFRS
19, which allows subsidiaries of a parent company that issues annual consolidated financial
statements for public use based on IFRS accounting standards to apply IFRS accounting standards
with reduced disclosure requirements. Subsidiaries that choose to apply IFRS 19 will continue to
apply the identification, measurement and presentation requirements to the other IFRS
accounting standards but will not need to apply the disclosure requirements to the other
accounting standards unless otherwise specified.
The Standard enters into force for annual reference periods starting on or after 01 January 2027
and earlier application is allowed. This Standard has not yet been adopted by the European Union.
Amendments to the Classification and Measurement of Financial Instruments (IFRS
9 and IFRS 7 Amendments) (applicable to annual accounting periods beginning on or
after 1 January 2026)
The amendments clarify that a financial liability ceases to be recognised at the 'settlement date'
and introduce as an accounting policy option the cessation of recognition of financial liabilities
settled using an electronic payment system before the settlement date. Additional clarifications
include the classification of financial assets linked to ESG characteristics through additional
guidance on the assessment of possible characteristics. Further clarifications are provided on non-
reference loans and contractual coupled instruments. The amendments require additional
disclosures for investments in equity securities measured at fair value with gains or losses
presented in other comprehensive income (FVOCI). This amendment has not yet been adopted
by the European Union.
IFRS Annual Improvements Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS
7 (applicable to annual financial years beginning on or after 1 January 2026)
In the "Annual Improvements to IAS and IFRS - Volume 11" issued on 18 July 2024 by the
International Accounting Standards Council, amendments were published that include
clarifications, simplifications, corrections and changes to the following Standards:
IFRS 1 First Application of International Financial Reporting Standards - Hedging Accounting
at First Application
IFRS 7 Financial Instruments: Disclosures:
- Profit or loss on derecognition
- Disclosures of differences between fair value and transaction price
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- Credit risk disclosures
IFRS 9 Financial Instruments,
- Derecognition of lease obligations
- Transaction price
IFRS 10 Consolidated Financial Statements Determination of a "de facto agent"
IAS 7 Statement of Cash Flow Cost Method
IFRS 9 amendments clarify:
the difference between IFRS 9 and IFRS 15 Revenue from Contracts with Customers on
the initial measurement of trade receivables
the question of how a lessee accounts for the derecognition of a lease obligation under
IFRS 9.
The amendment relating to the write-off of lease obligations applies only to lease
obligations that have been written off on or after the beginning of the annual reference
period in which the amendment is first applied.
The amendments apply to accounting periods starting on or after 1 January 2026 and earlier
application is allowed. These amendments have not yet been adopted by the European Union.
Amendments to IFRS 9 and IFRS 7 "Renewable Electricity Contracts"
On 18 December 2024, the International Accounting Standards Board published amendments to
IFRS 9 and IFRS 7 on contracts for electricity produced from natural sources. The purpose of
these amendments is to better reflect the impact of physical and fictitious electricity contracts on
financial statements;
More specifically, the amendments include:
Clarifications on the application of the 'own-use' requirements
Hedging accounting is allowed when these contracts are used as hedging instruments
Adding new disclosure requirements to allow investors to understand the impact of these
contracts on the company's financial performance and cash flow.
The Amendments should apply for annual periods beginning on or after 01 January 2026 and
earlier implementation is allowed. These amendments have not yet been adopted by the
European Union.
The adoption of the above amendments is not expected to have a significant impact on the
Financial Statements of the Group and the Company.
4. Essential Accounting Policies
Below are the most important accounting policies used to prepare the Financial Statements:
4.1 Consolidation and Participations in Subsidiaries
Subsidiaries are the economic entities over which the Group exercises control over their operation.
The Group controls a company when it is exposed to or has rights to the company's variable
returns due to its participation in that company and has the ability to influence those returns
through its authority over that company. Subsidiaries are fully consolidated (total consolidation)
from the date on which control of them is acquired and cease to be consolidated from the date
on which control does not exist. The Group's subsidiaries have resulted from a direct
establishment by the Company with a 100% participation percentage.
Transactions, balances and unrealized profits arising between the companies of the Group are
eliminated during the consolidation. The financial statements of the subsidiaries are prepared on
the same date and with the same accounting principles and methods as the financial statements
of the Company.
4.2 Accounting policy for business combinations
Business combinations are accounted for by the Group on the basis of the purchase method,
when the acquired set of activities and assets meets the definition of a business and control is
transferred to the Group. In determining whether a particular set of activities and assets
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constitutes an enterprise, the Group assesses whether the acquired set of assets and activities
includes: at least, an input and a substantive process and whether the acquired whole has the
ability to produce outputs.
The Group has the ability to implement a "concentration test" that allows a simplified assessment
of whether an acquired set of activities and assets is not a business. Optional concentration
control is satisfied if virtually all of the reasonable gross assets acquired are concentrated in a
single identifiable asset or in a group of similar identifiable assets.
Expenses related to the acquisition are recorded in the results. The difference between the
acquisition price and fair value at the date of acquisition of the acquired activities and assets is
recognised as goodwill. Any goodwill that occurs is checked annually for impairment (see note
7.2).
Acquisition costs include:
• the fair value of the assets assigned;
• the obligations assumed or existing to the former shareholders,
• the participation rights issued by the Group, and
• the fair value of any claims or liabilities arising from the transaction.
4.3 Owner-occupied Tangible Assets
Territorial areas and buildings, other real estate elements, mechanical equipment, means of
transport, and other equipment are presented at historical costs reduced by the accumulated
depreciation and any impairments of their value.
The cost of acquisition and the accumulated depreciation of tangible assets sold or withdrawn,
are written off from the respective accounts at the time of sale or withdrawal and any profit or
loss that arises is included in the Statement of Total Income.
Expenses incurred for the replacement of part of the fixed assets are incorporated into the value
of the fixed assets, provided that it can be reliably calculated that they increase the future benefits
that the Company will derive from the fixed assets. The cost of repair and maintenance is recorded
in the Statement of Total Income when it is made.
Territorial areas are not depreciated. Depreciation and amortization for other property, plant and
equipment items are calculated using the fixed method to distribute the cost of each item of
property, plant and equipment over their estimated useful life.
The estimated useful life (or annual depreciation rates) of self-used tangible fixed assets is as
follows:
Useful Life Coefficient Buildings, constructions, installations 25 years 4% Machinery, equipment, Other fixed assets 10 years 10% Passenger transport 6.25 years 16% Computer Equipment 5 years 20%
4.4 Investment Real Estate
Properties that are held for the purpose of collecting rents and/or making capital gains are
included in investment properties. Land held for future use that is currently undetermined, i.e.
when the Company has not determined that it will use the land either as a self-used property or
for a short-term sale in the ordinary course of business, then the land is deemed to be held for
an increase in the value of funds.
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Investment properties are initially recorded in their acquisition value, which includes transaction
costs and borrowing costs.
Investment real estate is recognised as an asset when and only when:
a) it is likely that the future financial benefits associated with the investment properties will flow
to the Company and the Group, and
b) the cost of investing in real estate can be measured reliably.
In accordance with this principle of recognition, the Company assesses every cost of investment
real estate when it is realized. These costs include the costs initially incurred in acquiring them
and the costs incurred subsequently for the completion, replacement or maintenance of a part of
them.
Investment properties are initially measured at their cost, while transaction costs are included in
the initial measurement. The cost of investment real estate consists of the market price and any
directly attributable expenses, which may include, for example, professional fees for legal
services, property transfer taxes and other transaction costs.
After the initial recognition, the Company selects as its accounting policy the cost model and
measures all investment properties in accordance with the requirements of IAS 40, i.e. at
historical costs reduced by accumulated depreciation and any impairments in their value, except
those that meet the criteria for classification as occupied for sale (or that are included in a disposal
group classified as occupied for sale) in accordance with IFRS 5 "Non- current assets held for sale
and discontinued activities'.
Transfers to or from investment properties are made when and only when there is a change in
use, which is proven by the owner's commencement of ownership, in order to transfer from
investment properties to owner-occupied property. In the case of cost measurement, transfers
between investment properties and owner-occupied property do not alter the carrying amount of
the property being transferred and do not alter the cost of that property for measurement or
disclosure purposes
4.5 Intangible Assets
Intangible assets acquired appear at acquisition cost reduced by accumulated depreciation and
impairment losses.
The cost of a separately acquired intangible asset includes its purchase price and any directly
attributable costs of preparing the asset for its intended use.
Intangible assets are recognised in business combinations if they are separated from the acquired
entity or create other contractual/legal rights. After initial recognition, intangible assets are
measured at their cost minus their accumulated depreciation and any impairment loss that may
have occurred.
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the
future economic benefits embodied in the specific asset reported. All other expenses shall be
discharged upon their realization.
Depreciation is recorded in the Total Income Statement using the fixed depreciation method over
the estimated useful life of the intangible asset.
Intangible assets include software programs with an estimated useful life of five (5) years and
customer relationships with an estimated useful life of four (4) years.
4.6 Impairment of Non-Financial Assets
The carrying amounts of the Group's or Company's non-financial assets are examined for
impairment when there are indications that their carrying amounts are not recoverable. In this
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case, the recoverable amount of the assets is determined and if the book values exceed the
estimated recoverable amount, an impairment loss is recognised, which is recorded directly in the
income statement. The recoverable amount of the assets is the greater between fair value minus
the costs required for the sale and their use value. To estimate the value of the use, estimated
future cash flows are discounted at their present value using a pre-tax discount rate that reflects
current market estimates of the over time value of money and the risks associated with those
assets. For an asset that does not generate independent cash flow, the recoverable amount is
determined for the cash-generating unit, to which the asset belongs. At each date of preparation
of financial statements, the Group and the Company examine whether there are indications that
the conditions that led to the recognition of impairment in previous periods do not continue to
exist. In this case, the recoverable amount of the asset is redetermined and the impairment loss
is offset by restoring the carrying amount of the asset to its recoverable amount to the extent
that it does not exceed the carrying amount of the asset that would have been identified (net of
depreciation or impairment) if the impairment loss had not been recorded in previous years.
4.7 Financial Instruments
A financial instrument is any contract that simultaneously creates a financial asset for the
Company and a financial obligation or a participating security for another Company.
(I) Identification and initial measurement
All financial assets and financial liabilities are initially recognised when the Company becomes a
party to the contractual provisions of the financial instrument.
A financial asset or financial liability is initially measured at fair value, but for an asset that is not
measured at fair value through results, transaction costs that can correspond directly to its
acquisition or issuance. Trade receivables without a significant financial component are initially
measured at the transaction price.
Financial assets are classified, at initial recognition, as being measured at depreciated costs, fair
value through other comprehensive income, or fair value through profits. The classification of
financial assets at initial recognition is based on the contractual cash flows of the financial assets
and the business model within which the financial asset is held.
(II) Classification and measurement
After initial recognition, financial assets are classified into three categories
to the depreciable cost
fair value through other total income directly to net position (FVOCI);
to fair value through profit and loss (FVTPL)
The Group and the Company do not have assets that are valued at fair value through other total
revenues as of December 31, 2024 and December 31, 2023.
Financial assets that are classified as measured at fair value through results are initially recognised
at fair value with gains or losses from their valuation recognised in the Statement of Total Income.
The measurement of the financial assets of the Company and the Group is as follows:
- Financial assets measured at amortised costs
Financial assets held under the business model for the purpose of holding them and
collecting conventional cash flows that meet the SPPI criterion are classified. This category
includes all of the Group's financial assets, except for investments in shares listed on the
Athens Stock Exchange, as well as in mutual funds that are measured at fair value through
results.
- Financial assets measured at fair value through results
This includes investments in shares listed on the Athens Stock Exchange, as well as in mutual
funds and bonds.
Financial assets are not reclassified after their initial recognition, unless the Company changes
their business model for managing financial assets, in which case all affected financial assets are
reclassified on the first day of the first reporting period following the change of business model.
(III) Impairment of financial assets
The Group and the Company recognize impairment provisions for expected credit losses for all of
the above financial assets, other than those measured at fair value through results.
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In order to determine the expected credit losses in relation to customer claims, the Group and
the Company apply the simplified approach of the standard and use a table of credit loss
provisions based on the maturity of the remainders, based on the Group's and the Company's
historical data on credit losses, adjusted for future factors in relation to debtors and the financial
environment.
Losses are recognised in the results and reflected in a forecast account. When the Company
considers that there are no realistic prospects of recovery of the asset, the relevant amounts are
written off. If the amount of impairment loss is subsequently reduced and the impairment is
objectively related to an event that occurred after the impairment was recognised, then the
impairment loss previously recognised is reversed through the results.
Cash and cash equivalents that include cash, demand deposits and short-term deposits of up to
3 months, are also subject to the impairment requirements. The cash reserves and their
equivalents are of high liquidity and low risk.
(IV) Derecognition Financial Assets
The Company and the Group derecognise a financial asset when the rights to cash flow from the
financial asset expire or the Company has transferred the cash flow rights from that asset while
either transferring substantially all risks and benefits from ownership of the financial asset, either
it has not transferred substantially all of the risks and benefits of ownership, but has transferred
control of the financial asset. Also, when the Company retains the right to cash flow from the
specific asset, at the same time it has the obligation to pay them to third parties in full, without
significant delay in the form of a transfer agreement.
When the Company or the Group carries out transactions by which it transfers assets recognised
in its Financial Position Statement, it retains the risks and rewards of ownership of the transferred
assets. In such cases, the transferred assets are not de-identified.
Financial liabilities
The Company or the Group writes off a financial obligation when its contractual obligations are
cancelled or expire. Also, the Company or the Group ceases to recognise a financial obligation
when the financial obligation is replaced by another of the same lender, but on substantially
different terms or the terms of the existing obligation are significantly modified, in which case
such exchange or modification is treated as a derecognition of the original obligation and
recognition of a new one.
When writing off a financial obligation, the difference between the book value eliminated and the
amount paid (including any non-transferable assets or liabilities incurred) is recognized in the
Statement of Total Income.
(V) Set-off
Financial assets and financial liabilities are set off and the net amount is reflected in the Financial
Position Statement, when and only when the Company or the Group has a legal right to do so
and intends to set them off on a net basis with each other, or to claim the asset and settle the
obligation at the same time.
4.8 Inventories
The Company's inventories, which consist mainly of commodities that are valued at the lowest
value between acquisition cost and net liquidable value. The acquisition cost is determined by the
weighted average price method, which is consistently followed. The net liquid value is the
calculated sale price in the normal course of operations, minus the estimated costs needed to
make the sale. Inventories that do not have full commercial value and that will be disposed of at
prices below cost are classified as depreciated.
4.9 Cash and Cash Equivalents
Cash and cash equivalents include cash, demand and short-term deposits of up to 3 months, high
liquidity and low risk. For the purposes of the cash flow statement, cash and cash equivalents
consist of cash at hand and deposits at the bank minus bank overdrafts.
4.10 Equity
Common Shares are classified as Equity.
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Each share of the Company incorporates all the rights and obligations set forth by Law 4548/2018
and the Company's Articles of Association. The distribution of dividends to the shareholders of
the Company is recorded as an obligation in the Financial Statements when the distribution is
approved by the General Meeting of shareholders. The cost of acquiring the own shares is shown
minus the Equity, until the same shares are sold or cancelled.
Distribution of profits to members of the Board of Directors
The Group recognizes the obligation and expense in the results to distribute profits to members
of the Board of Directors when and only when approved by the Annual General Meeting of
shareholders.
4.11 Government Grants
Government grants are recorded at their fair value when there is reasonable certainty that the
subsidy will be collected and the Company and the Group will comply with all the stipulated
conditions. State grants relating to expenses are deferred and recorded in the Statement of Total
Income within a period such that there is a correspondence with the expenses intended to
reimburse. Government grants related to the purchase of embedded assets are included in long-
term liabilities as deferred government subsidies and are carried forward as income to the income
statement using the fixed method over the expected useful life of the relevant assets.
4.12 Staff Benefits
a) Short-term benefits
Short-term benefits to staff in cash and in kind are recorded as an expense when they become
accrued.
b) Fixed contribution programmes
Fixed contribution schemes are schemes for the period after the end of the employee's
employment during which the Company and the Group pay a fixed amount to a third legal entity
without any other obligation. The worked cost of the defined contribution programs is recorded
as an expense in the financial year concerned.
c) Defined benefit plans
Defined benefit plans are retirement plans. The liability recorded in the Financial Position
Statement for defined benefit plans is the present value of the defined benefit commitment minus
changes resulting from unrecognized actuarial gains and losses and the cost of service at the end
of the financial statement period. These liabilities are calculated annually by independent
actuaries using the Projected Unit Credit Method.
Based on the decision adopted in May 2021 by the IFRS Interpretation Committee, the way in
which the basic principles of IAS 19 were applied in Greece is differentiated.
The application of this final decision to the attached Consolidated and Corporate Financial
Statements, results in the distribution of benefits in the last 16 years up to the date of retirement
of employees following the scale of Law 4093/2012.
Actuarial gains and losses resulting from adjustments based on historical data are recorded in
Other Total Income. When the benefits of a program are modified or when the program is cut,
the resulting change in the service obligation associated with the previous service or the profit or
loss from the cut is immediately recognized in Other Total Income.
d) Termination benefits
Termination benefits are paid when employees leave before the date of retirement. The Company
registers these benefits when it is committed, either when it terminates the employment of
existing employees under a detailed schedule for which there is no possibility of retirement, or
when it offers these benefits as an incentive for voluntary retirement. Termination benefits due
12 months after the balance sheet date are discounted.
e) Distribution of profits and additional benefits
The Group acknowledges the obligation and expense in the results to distribute profits and
additional benefits when and only when there is a legal or presumed commitment. A presumptive
commitment exists when:
a) the past practice provides a clear indication of the Group's presumed commitment obligation,
or
b) the amount of the above benefits to be paid has been determined prior to the approval of the
Financial Statements for issuance.
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Country Income Tax Rate Greece 22.0% Cyprus 12.5% Romania 16.0%
4.13 Predictions
Provisions are recognised when the Company and the Group have a present legal or presumptive
obligation arising out of prior events, there is likely to be a flow of assets to repay that obligation,
and the amount of the obligation can be reliably calculated. Provisions are reviewed on each
Financial Position date and if it is no longer likely that there will be an outflow of resources
incorporating financial benefits to settle the commitment, the provisions are reversed. Provisions
are used only for the purpose for which they were originally created. No provisions for future
losses are recognised. Contingent liabilities are not recognised in the Financial Statements but
are disclosed. receivables are not recognised in the Financial Statements but are disclosed if the
inflow of financial benefits is likely.
4.14 Deferred Taxation-Income Tax
The Company's income tax refers to a tax on taxable profits as reformed in accordance with the
requirements of the tax law based on the applicable tax rates, at the date of the Financial Position
The charge for the fiscal year consists of the current tax and the deferred taxes. The income tax
charge is recorded in the Income Statement.
The expected tax implications of temporary tax disputes are determined and displayed either as
future (deferred) tax liabilities or as deferred tax claims.
Deferred income taxes refer to cases of temporary disputes between the tax recognition of assets
and liabilities and their recognition for the purposes of drawing up Financial Statements.
Deferred taxes are calculated on the basis of tax rates that are expected to be in effect at the
time the asset is recognized and the liability is settled and are based on the tax rates (and tax
laws) in force or in place at the date of preparation of the Financial Statements. Deferred tax
claims are recognized for deductible taxes temporary differences, to the extent that there is likely
to be sufficient future taxable income.
Deferred tax claims are set off against deferred tax liabilities when there is a legally exercised
right to set-off and are both subject to the same tax authority.
The value of deferred tax claims is checked on each Financial Position date and is reduced to the
extent that there is not expected to be sufficient taxable income to cover the deferred tax claim
The tax rates used in the countries where the Group operates are presented as follows:
4.15 Revenue recognition
Revenues consist of the invoicing value of the trading and provision of services offered by the
Company and the Group, net before recovered taxes (VAT), discounts and refunds.
As defined in IFRS 15, the recognition and measurement of revenue is based on the five-step
recognition model, consisting of:
1: Determination of the contract for the sale of goods.
2: Identification of the separate obligations arising from the contract with the customer.
3: Determination of the transaction price.
4: Allocation of the transaction price to the obligations arising from the contract with the
customer.
5: Recognition of revenue as the entity satisfies its obligations arising from the contract with the
customer.
Net revenue from sales is measured at the fair value of the price collected or receivable minus
discounts on sales and any returns. The Group provides customers with wholesale discounts due
to the achievement of sales targets as defined by the contracts for the sale of goods. These
discounts are recognised in the year in which the relevant sales are made and are recorded in
deduction from the sales.
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The transaction price is the consideration that the Group expects to be entitled to in the
transaction of transfer of the goods to the customer. Amounts collected on behalf of other parties,
such as VAT collection (collected by the state), are not part of the transaction price. The terms
of payment of the transaction price are set out in the contract with the customer.
The recognition of revenues per category is as follows:
Sales of goods in the wholesale and retail market
The Group is active in the children's toys trading industry and contracts with customers consist
of an obligation to perform or provide a service and the prices are fixed and result from price
lists. Control is transferred at a specific point in time.The Group recognises revenue when it
delivers the goods to the customers and the goods are accepted by them or at the time when
the customer gains control of the goods.
Financial Revenues
Interest income is recognised by the effective interest rate method. When calculating interest
income, the effective interest rate is applied to the gross book value of the asset (when the asset
is not impaired by creditworthiness) or to its recoverable amount.
Income from royalties
Royalty income is recognised in accordance with the principle of earned income depending on
the substance of the relevant rights agreements.
Dividend income
Income from dividends is recognised when the Company's right to collect them is established.
4.16 Dividends
Dividends are recorded in the Financial Statements of the year in which the distribution proposal
by the Management is approved by the annual General Meeting of Shareholders.
4.17 Leases
The Company and the Group are tenants
At the time of the entry into force of a contract, the Group and the Company assess whether the
contract constitutes, or contains, a lease. A contract is, or involves, a lease if the contract transfers
the right to control the use of an identified asset for a specified period of time in return.
The Group and the Company recognize lease obligations for lease payments and right-of-use
assets representing the right to use the underlying assets.
i. Right-of-use assets
The Group and the Company recognise the assets with the right to use on the date of
commencement of the lease period (i.e. the date on which the underlying asset is available for
use). With regard to the subsequent measurement, the Group and the Company apply the cost
method for the measurement of the rights of use of leased assets. Therefore, the right to use
leased assets will be measured in the cost after deduction of accumulated depreciation and
accumulated impairment losses and will be adjusted due to a remeasurement of the lease liability.
Assets with a right of use are depreciated on the basis of the fixed method in the shortest period
of time between the duration of the lease and their useful life.
ii. Lease liabilities
On the date of commencement of the lease, the Group and the Company shall measure the
obligation from leases at the present value of the rents to be paid during the lease. On the other
hand, interest-expense on lease liabilities will be recognized, while their accounting balance will
be reduced in order to reflect rent payments. In case of revaluations or amendments, the
accounting balance of lease liabilities is remeasured in order to reflect the revised leases.
4.18 Currency Conversions
The assets and liabilities of the companies participating in the consolidation, which are initially
presented in a currency other than the presentation currency of the Group, have been translated
into euros at the balance sheet closing rate. Income and expenses have been converted into the
Group's presentation currency at average exchange rates during the reporting period. Any
differences arising from this procedure are recorded in the Statement of Total Income and in the
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net position, except for the part of these differences that is allocated to the non-controlling
holdings, where they exist. In the event that a foreign business is sold in whole or in part so as
to lose the control exercised by the Group in that activity, the accumulated exchange differences
recorded in the net position are carried forward to the results as part of the profit or loss on the
sale.
"AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A." and the subsidiary
"AS COMPANY CYPRUS LTD" keep their accounting books in Euros. The subsidiary "AS KIDS TOYS
S.R.L" keeps its accounting books in RON. Transactions made in foreign currencies are converted
into Euros based on the official foreign currency price in force on the day of the transaction. On
the date of the Financial Position, claims and liabilities denominated in foreign currencies are
converted into Euros based on the official foreign currency price in force on the corresponding
date of the Financial Position. Gains or losses on exchange rate differences are recorded in the
results.
4.19 Reclassifications
The following amounts from the previous period have been reclassified so that the Group's and
the Company's Annual Cash Flow Statement for the financial year 01/01/2023 - 31/12/2023 is
comparable to the Annual Cash Flow Statement for the financial year 01/01/2024 - 31/12/2024.
Specifically:
The amount of 393.755 in the Annual Cash Flow Statement 01/01/2023 - 31/12/2023 of the
Group and the Company was reclassified from the line "Reduction / (increase) of receivables" to
the line "(Decrease) / increase of liabilities (excluding loans)" for reasons of comparability with
the Annual Cash Flow Statement for the year 01/01/2024 - 31/12/2024.
The above reclassifications have no impact on the net position and the overall results of the Group
and the Company.
5. Other Information
5.1 Consolidated Financial Statements
For the financial year 2024, Corporate and Consolidated Financial Statements were prepared,
which include, in addition to the Company, the data of the subsidiaries "AS COMPANY CYPRUS
LTD" and "AS KIDS TOYS S.R.L.", using the method of total consolidation.
The corresponding financial data for the year 2023 referred to as the Group, refer to the same
companies.
5.2 Seasonality of activities
Demand from customers for the Company's products and its subsidiaries in Cyprus and Romania
is subject to seasonal fluctuations that has historically increased during the Easter and Christmas
periods. The majority of customers sell the products supplied by the Company and its subsidiaries
during the Christmas period, for this reason, receipts in the second half of the year are
significantly increased compared to the corresponding first half.
6. Operating Sectors
The following information refers to the Company's Operating Sectors, which are reported
separately in the Financial Statements.
The Operating Sectors have been defined on the basis of the structure of the Company and the
Group and refer mainly to the separation of the Group's activity in Greece and abroad, and on
the basis of the fact that financial decision-makers monitor the financial information, separately,
as presented by the Company and each of its subsidiaries included in the consolidation.
The real estate sector is a distinct activity from the trade in toys and children's computers, the
exploitation of which has not yet begun.
The responsible bodies for making and monitoring the relevant decisions are the CEO and the
General Manager.
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The turnover from the trade of toys and computers for children, is broken down by geographical
area as follows:
Group Company Account description 2024 2023 2024 2023 Domestic merchandise sales 24.990.758 22.868.969 24.990.758 22.868.969 Sales of goods abroad 6.016.458 5.828.203 3.507.212 3.572.102 Total 31.007.216 28.697.172 28.497.970 26.441.071
Foreign sales represent 19,40% of the total consolidated sales for the current fiscal year, while
in the corresponding year they accounted for 20,31%.
Following the completion of the acquisition (see Note 7.2), the infant development segment
contributed EUR 758.297 to the financial year 2024 and contributed a gross profit of EUR 251.705.
The assets and liabilities of the above Operating Sectors (internal and external) prior to the
deletion entries for consolidation purposes are analyzed as follows:
Operating Sectors Interior 2024 2023 Non-circulating assets 10.430.322 9.785.693 Assets in circulation 36.317.980 32.972.809 Long-Term Liabilities -1.031.706 -609.605 Short-Term Liabilities -7.898.816 -6.799.270 Funds and reserves -37.817.781 -35.349.627 Total 0 0 Abroad 2024 2023 Non-circulating assets 64.978 90.043 Assets in circulation 4.085.122 4.678.992 Long-Term Liabilities -54.189 -48.149 Short-Term Liabilities -2.025.579 -1.805.561 Funds and reserves -2.070.333 -2.915.326 Total 0 0
Accordingly, the Gross Profits after deletions are broken down by geographical area as follows:
2024 2023 Interior 12.810.382 11.876.006 Abroad 2.249.470 1.985.234 Gross profit of operating segments and Group 15.059.852 13.861.240
The Company approaches and interprets its sales in the light of two different operating areas.
The reasons for this different approach are due to:
To customers' different characteristics. More specifically, there is a different "customer
base", mainly in the toy sector (AS Kids Toys Srl) which do not have a presence in the Greek
market. In essence, we are talking about multinational companies with a completely different
way of approaching the market.
To the different commercial terms, as well as to the different prerequisites on the part of
customers. The commercial terms, as well as the prerequisites, which are set by the customers
(especially with regard to AS Kids Toys Srl) are completely different.
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On the different "channels" of toy distribution. In Greece, the main "channels" of
distributing toys to the market are retailers, in contrast to what is the case in other markets,
where supermarkets play a dominant role.
In the different way of promoting the toys which is different in each country.
7. OTHER EXPLANATORY INFORMATION
7.1 Owner-Occupied Tangible Assets and Rights of Use of Assets
Owner-Occupied used tangible assets are analyzed as follows:
Group Company Account description 2024 2023 2024 2023 Parcels - Plots 1.947.228 1.947.228 1.947.228 1.947.228 Buildings and technical works 1.422.175 1.707.175 1.422.175 1.707.175 Fixed assets under execution 0 113.000 0 113.000 Machinery - technical installations 95.194 0 95.194 0 Means 273.211 348.271 275.701 348.271 Furniture and other equipment 151.942 163.304 143.643 154.719 Total 3.889.752 4.278.979 3.883.940 4.270.393
The Group's investments for the financial year 2024 amounted to 61.833 and the Company's
to 61.236, while investments in the financial year 2023 amounted to 492.541 for the Group
and € 490.956 for the Company.
There are no encumbrances on the properties of the Company and the Group.
The Company owns a complex of building facilities, located in Oreokastro, in the prefecture of
Thessaloniki, on a privately owned plot of 45.787,60 sq.m. The building facilities include areas
covering all the Company's activities, for the storage and making of toys, offices and exhibitions
and amount to an area of 16.169,56 sq.m.
The fixed assets under execution for the fiscal year 2023 include an amount of € 113.000 which
concerns the installation of a photovoltaic station in Oreokastro. The station was not operational
until December 31, 2023 and was therefore not depreciated. The operation of the station started
on 01.03.2024.
The acquisition values, depreciation and amortization values of fixed assets are broken down as
follows:
Table of fixed assets for the year as of December 31, 2024 and December 31, 2023:
GROUP Fixed Furniture & Engine. Means of assets Acquisition values Plots Buildings other TOTAL Equipment transport under equipment execution Balances 31.12.2022 1.947.228 7.824.897 61.774 362.440 1.404.382 0 11.600.721 Purchases add-ons 1.01 - 0 0 0 268.080 111.461 113.000 492.541 31.12.2023 Decreases - sales for the year 0 -1.251 0 -46.334 -4.659 0 -52.244 1.01 - 31.12.2023 Balances 31.12.2023 1.947.228 7.823.646 61.774 584.186 1.511.184 113.000 12.041.018 Purchases add-ons for the 0 3.935 9.530 -0 48.368 0 61.833 fiscal year 1.01 - 31.12.2024 Decreases - sales for the year 0 0 0 -35.834 -2.331 0 -38.165 1.01 - 31.12.2024 Other changes in the value of 0 19.000 94.000 0 0 -113.000 0 acquisition
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Balances 31.12.2024 1.947.228 7.846.580 165.304 548.352 1.557.221 0 12.064.685 Fixed Furniture & Engine. Means of assets Depreciations Plots Buildings other TOTAL Equipment transport under equipment execution Balances 31.12.2022 0 5.795.940 61.774 223.438 1.315.995 0 7.397.147 Depreciation and amortization 0 321.782 0 58.810 36.346 0 416.938 for the year 1.01 - 31.12.2023 Depreciation reductions 0 -1.2510 -46.334-4.4610 -52.046Balances 31.12.2023 0 6.116.471 61.774 235.915 1.347.880 0 7.762.039 Depreciation and amortization 0 307.935 8.337 75.060 59.729 0 451.060 for the year 1.01 - 31.12.2024 Depreciation reductions 0 0 0 -35.834-2.3310 -38.165Balances 31.12.2024 0 6.424.405 70.110 275.141 1.405.277 0 8.174.934 Depreciable value as at 1.947.228 2.028.956 0 139.002 88.387 0 4.203.574 31.12.2022 Depreciable value as at 1.947.228 1.707.175 0 348.271 163.304 113.000 4.278.979 31.12.2023 Depreciable value as at 1.947.228 1.422.175 95.194 273.211 151.942 0 3.889.752 31.12.2024 COMPANY Fixed Furniture & Engine. Means of assets Acquisition values Plots Buildings other TOTAL Equipment transport under equipment execution Balances 31.12.2022 1.947.228 7.824.897 61.773 362.440 1.349.829 0 11.546.168 Purchases add-ons 1.01 - 0 0 0 268.080 109.876 113.000 490.956 31.12.2023 Decreases - sales for the year 0 -1.2510 -46.334-4.6590 -52.2441.01 - 31.12.2023 Balances 31.12.2023 1.947.228 7.823.646 61.773 584.186 1.455.047 113.000 11.984.881 Purchases add-ons for the 0 3.935 9.530 0 47.771 0 61.236 fiscal year 1.01 - 31.12.2024 Decreases - sales for the year 0 0 0 -35.834-2.3310 -38.1651.01 - 31.12.2024 Other changes in the value of 0 19.000 94.000 0 0 -113.0000 acquisition Balances 31.12.2024 1.947.228 7.846.580 165.303 548.352 1.500.487 0 12.007.952 Fixed Furniture & Engine. assets Depreciation Plots Buildings Means other TOTAL Equipment under equipment execution Balances 31.12.2022 0 5.795.940 61.773 223.439 1.271.730 0 7.352.882 Depreciation and amortization for the year 1.01 - 0 321.782 0 58.810 33.256 0 413.848 31.12.2023 Depreciation reductions 0 -1.2510 -46.334-4.6580 -52.243Balances 31.12.2023 0 6.116.471 61.773 235.915 1.300.328 0 7.714.487 Depreciation and amortization for the year 1.01 - 0 307.935 8.337 72.570 58.847 0 447.689 31.12.2024 Depreciation reductions 0 0 0 -35.834-2.3310 -38.165Balances 31.12.2024 0 6.424.406 70.110 272.651 1.356.845 0 8.124.012 Depreciable value as at 1.947.228 2.028.957 0 139.001 78.099 0 4.193.286 31.12.2022
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Depreciable value as at 1.947.228 1.707.175 0 348.271 154.719 113.000 4.270.393 31.12.2023 Depreciable value as at 1.947.228 1.422.175 95.194 275.701 143.643 0 3.883.940 31.12.2024
Rights of use of assets
The Rights of Use of Assets are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Buildings 406.026 484.517 351.787 407.990 Means of transport 375.218 9.302 375.218 9.302 Total 781.244 493.819 727.006 417.292
On October 13, 2023, the lease agreement for the offices and exhibition space in Attica was
extended until October 31, 2031.
Group Acquisition values Buildings Means of transport TOTAL Balances 31.12.2022 295.589 221.246 516.835 Add-ons for year 1.01 - 31.12.2023 456.361 21.502 477.863 Reductions in year 1.01 - 31.12.2023 0 -52.077-52.077Balances 31.12.2023 751.950 190.672 942.622 Add-ons for year1.01 - 31.12.2024 0 426.252 426.252 Reductions for year 1.01 - 31.12.2024 -4.089-208.061-212.150Balances 31.12.2024 747.862 408.863 1.156.725 Depreciation Balances 31.12.2022 205.176 181.822 386.998 Depreciation and amortization for the year 62.257 51.288 113.546 1.01 - 31.12.2023 Depreciation reductions 1.01 - 31.12.2023 0 -51.741-51.741Balances 31.12.2023 267.433 181.370 448.803 Depreciation and amortization for the year 74.402 57.405 131.807 1.01 - 31.12.2024 Depreciation reductions 1.01 - 31.12.2024 0 -205.129-205.129Balances 31.12.2024 341.836 33.645375.481 Depreciable value as at 31.12.2022 90.413 39.424129.837 484.517 9.302 493.819 Depreciable value as at 31.12.2023 Depreciable value as at 31.12.2024 406.026 375.218 781.244 Company Acquisition values Buildings Means TOTAL Balances 31.12.2022 263.483 221.246 484.729 Add-ons for use 1.01 - 31.12.2023 369.402 21.502 390.904 Reductions in use 1.01 - 31.12.2023 0 -52.077-52.077
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Balances 31.12.2023 632.885 190.672 823.557 Add-ons 1.01 - 31.12.2024 0 426.252 426.252 Reductions in use 1.01 - 31.12.2024 -4.089-208.061-212.150Balances 31.12.2024 628.797 408.863 1.037.660 Depreciation Balances 31.12.2022 178.589 181.822 360.411 Depreciation and amortization for the year 46.306 51.288 97.594 1.01 - 31.12.2023 Depreciation reductions 1.01 - 31.12.2023 0 -51.741-51.741Balances 31.12.2023 224.895 181.370 406.265 Depreciation and amortization for the fiscal 52.114 57.405 109.519 year1.01 - 31.12.2024 Depreciation reductions 1.01 - 31.12.2024 0 -205.129-205.129Balances 31.12.2024 277.009 33.645310.654 Depreciable value as at 31.12.2022 84.894 39.424 124.318 407.990 9.302 417.292 Depreciable value as at 31.12.2023 Depreciable value as at 31.12.2024 351.787 375.218 727.006
7.2 Intangible assets - Goodwill
The Intangible Assets are broken down as follows:
GROUP Acquisition values Software Customer Relations TOTAL Balances 31.12.2022 1.181.305 0 1.181.305 Purchases add-ons 1.01 - 83.200 0 83.200 31.12.2023 Balances 31.12.2023 1.264.505 0 1.264.505 Purchases add-ons for the fiscal 11.250 0 11.250 year 1.01 - 31.12.2024 Recognition of assets from 0 579.946 579.946 acquisition Balances 31.12.2024 1.275.755 579.946 1.855.701 Depreciation Software Customer Relations TOTAL Balances 31.12.2022 619.443 0 619.443 Depreciation and amortization for the 139.061 0 139.061 year 1.01 - 31.12.2023 Balances 31.12.2023 758.504 0 758.504 Depreciation and amortization for the 129.996 54.712 184.708 year 1.01 - 31.12.2024 Balances 31.12.2024 888.500 54.712 943.212 Depreciable value as at 31.12.2022 561.861 0 561.861 Depreciable value as at 31.12.2023 506.000 0 506.000 Depreciable value as at 387.255 525.234 912.489 31.12.2024 COMPANY Acquisition values Software Customer Relations TOTAL Balances 31.12.2022 1.181.305 0 1.181.305
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Purchases add-ons for the year 1.01 - 83.200 0 83.200 31.12.2023 Balances 31.12.2023 1.264.505 0 1.264.505 Purchases add-ons for the fiscal year 11.250 0 11.250 1.01 - 31.12.2024 Recognition of assets from acquisition 0 579.946 579.946 Balances 31.12.2024 1.275.755 579.946 1.855.701 Depreciation Software Customer Relations TOTAL Balances 31.12.2022 619.443 0 619.443 Depreciation and amortization for the year 139.061 0 139.061 1.01 - 31.12.2023 Balances 31.12.2023 758.504 0 758.504 Depreciation and amortization for the year 129.996 54.712 184.708 1.01 - 31.12.2024 Balances 31.12.2024 888.500 54.712 943.212 Depreciable value as at 31.12.2022 561.861 0 561.861 Depreciable value as at 31.12.2023 506.000 0 506.000 Depreciable value as at 31.12.2024 387.255 525.234 912.489
Intangible assets include the acquisition value and accumulated depreciation of computer
programs.
Additions to the financial year amounted to € 11.250 for the Group and the Company, while the
corresponding amount in the previous financial year amounted to € 83.200. The recognition of €
579.946 refers to customer relationships from the acquisition of a business, as presented in the
table below. Depreciation and amortization for the year amounted to 184.708 for the Group
and the Company, while the corresponding figures in the previous year amounted to € 139.061.
Value of Identifiable Intangible Assets
On July 31, 2024, the Company proceeded with the acquisition of stocks related to infant and
child development and intangible commercial data from the previously exclusive distributor of the
above products "V. & M. Skarmoutsos S.A." At the same time, it proceeded to conclude contracts
for the acquisition of exclusive distribution rights for the above new product categories with
suppliers for exclusive distribution in Greece.
The Group decided that together the acquired inputs and the substantive processes contribute
significantly to the ability to generate revenues and therefore, the Group concluded that the
acquisitions from "V. & M. Skarmoutsos S.A." should be classified as a Business Combination.
The following table presents the Assets acquired and the liabilities undertaken on the day of
acquisition of the activity of "V. & M. Skarmoutsos S.A.":
Amounts in EURO Book Value Fair value adjustments Fair Value Inventories 874.063 0 874.063 Intangible Assets 0 579.956 579.946 Total Fair Value of Net 1.454.009 Identifiable Assets Total Acquisition Price 1.524.063 Goodwill recognised 70.054
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The above adjustments were made to determine the recognizable assets and liabilities to reflect
their fair value as defined by International Financial Reporting Standards (IFRS) at the date of
their acquisition.
The resulting goodwill is mainly attributed to the expected synergies of "V. & M. Skarmoutsos
S.A." from its incorporation into the Group. The goodwill is not amortized, while no impairment
has occurred.
7.3 Investment Real Estate
Investment properties are analyzed as follows:
Group Company Account description 2024 2023 2024 2023 Plots and Buildings 4.241.741 3.995.880 4.241.741 3.995.880 Total 4.241.741 3.995.880 4.241.741 3.995.880
In the context of a decision of the Company's Management for the acquisition of real estate for
possible future tourist use in the region of Crete, on 29.01.2024 a plot of land was acquired in
the real estate area "Epano Pines" of Elounda Agios Nikolaos, Lasithi, adjacent to other properties
acquired by the Company in 2022 and 2023 in the same area, with an area of approximately six
thousand six hundred and sixty-eight square meters (6.668 sq.m.), at a price of €205.000,00.
The cost of acquiring the parcel has been increased by directly attributable expenses, such as
professional fees for legal services, real estate transfer taxes and other direct costs.
The Company's Management confirmed with a new valuation assigned to PWC Business Solutions
the market value of the properties. From the recent valuation study, the estimate of the market
value of the properties is still slightly higher than the last valuation which had determined an
amount of 128 thousand. higher than the cost of the acquisition value. The fair value of the
Group's and the Company's investment properties is categorized at Level 3.
7.4 Affiliations in subsidiaries
Participations in subsidiaries are analyzed as follows:
Group Company Account description 2024 2023 2024 2023 AS COMPANY CYPRUS LTD. 0 0 150.000 150.000 AS KIDS TOYS S.R.L 0 0 400.000 400.000 Total 0 0 550.000 550.000
The main financial figures of the subsidiaries are analyzed as follows:
Total assets Obligations Equity 31.12.2024 31.12.2023 31.12.2024 31.12.2023 31.12.2024 31.12.2023 AS COMPANY CYPRUS 1.926.756 3.069.228 923.002 907.991 1.003.754 2.161.237 LTD AS KIDS TOYS S.R.L. 2.223.344 1.699.807 1.156.766 945.718 1.066.578 754.088 Turnover Pre-tax Profits/(Losses) 31.12.2024 31.12.2023 31.12.2024 31.12.2023 AS COMPANY CYPRUS 1.932.751 2.257.231 539.307 633.192 LTD AS KIDS TOYS S.R.L. 2.941.532 2.340.475 362.982 218.441
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"AS COMPANY CYPRUS LTD", is governed and operates under the laws of Cyprus, in the form of
a Limited Liability Company. The subsidiary was established in May 2016 with an initial capital of
€150.000, which was 100% covered by the parent company.
"AS KIDS TOYS SRL" is governed and operates under the laws of Romania, in the form of a
Limited Liability Company. The subsidiary was established in February 2018 with an initial capital
of €400.000, which was 100% covered by the parent company.
The Company annually examines whether there are indications of impairment of participations.
No such indications emerged for participations in subsidiaries.
7.5 Other non-current assets
Other non-current assets are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Advances for the acquisition of land 21.415 25.942 21.415 25.942 Guarantees given 28.606 25.115 23.678 20.185 Total 50.021 51.057 45.093 46.127
7.6 Inventories
The Inventories are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Goods 6.367.970 4.351.179 6.367.970 4.351.179 Cons: Forecasts for inventory depreciation -636.696-547.461-636.696-547.461Inventories on receipt 3.351.2423.063.5383.351.2423.063.538Total 9.082.515 6.867.257 9.082.515 6.867.256
The provisions for the impairment of stocks of € 636.696 cover the Company's slow-moving and
low-marketability inventories. Within the fiscal year, an additional provision for impairment of
stocks of € 89.235 was recorded in the Total Income Statement.
On July 31, 2024, in the context of the acquisition of a business (see note 7.2), the Company
completed the acquisition of stocks related to infant and child development and intangible
commercial assets from the previously exclusive distributor of the above products "V. & M.
Skarmoutsos S.A.", worth 874.063 euros.
In order to ensure its smooth supply in order to meet the orders of its customers, taking into
account the economic uncertainty due to geopolitical developments in the Middle East, the
Company proceeded to increased stock purchases.
Incoming Stocks refer to import orders (purchases under receipt) from abroad.
The way the warehouse operates has changed since 2019 and the products are distributed
directly by the Company to the customers of its subsidiaries. Subsidiaries no longer maintain
storage space.
7.7 Trade Receivables
Customer Requirements are broken down as follows:
Group Company
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Account description 2024 2023 2024 2023 Customers 4.693.640 4.382.357 4.492.835 3.826.991 Cheques to be collected 8.602.387 10.306.370 8.217.701 9.392.023 Bills receivable 182.453 101.031 182.453 101.031 Total 13.478.480 14.789.757 12.892.988 13.320.044 Less : Bad Debt Provisions -150.781-150.781-110.612-110.612Total 13.327.698 14.638.976 12.782.376 13.209.432
The table below breaks down the total customer requirements in 2024:
Group Company Non-overdue balances 13.105.578 12.536.452 Overdue balances 372.902 356.536 Total Trade Receivables 13.478.480 12.892.988
The age analysis of open trade receivables, which were overdue, is as follows:
Overdue balances: Group Company Up to 90 days 236.841 243.985 91 - 180 days 9.051 20.023 181 days or more 127.010 92.527 Total 372.902 356.536
Since 2018, the Group has been implementing the simplified approach of IFRS 9 and calculates
the expected credit losses over the life of its claims.
On each Financial Position date, the Group conducts an impairment check of receivables using a
table on the basis of which the expected credit losses are calculated. The maximum exposure to
credit risk on the day of the Financial Position is the carrying amount of each category of
receivables as stated above.
The following table presents information on the Group's and the Company's exposure to credit
risk:
Overdue Up Overdue Up Group 2024 Not overdue to 91-180 Overdue Over 180 days Total to 90 days days Total amount of claims 13.105.578 236.841 9.051 127.010 13.478.480 Expected Credit Loss 11.795 6.695 5.282 127.010 150.781 Overdue Up Overdue Up Company 2024 Not overdue to 91-180 Overdue Over 180 days Total to 90 days days Total amount of claims 12.536.452 243.985 20.023 92.527 12.892.988 Expected Credit Loss 11.283 6.701 102 92.527 110.612 Overdue Up Overdue Up Group 2023 Not overdue to 91-180 Overdue Over 180 days Total to 90 days days Total amount of claims 14.447.260 159.053 12.048 171.397 14.789.757 Expected Credit Loss 13.003 143 11 137.625 150.781
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Overdue Up Overdue Up Company 2023 Not overdue to 91-180 Overdue Over 180 days Total to 90 days days Total amount of claims 13.095.280 53.290 78 171.397 13.320.044 Expected Credit Loss 11.786 48 0 98.778 110.612
The provisioned impairment of receivables of 150.781 and 110.612 cover all existing and
expected credit losses of the Group and the Company respectively, due to the non-collection of
their bad debts. The audit of the expected credit loss based on IFRS 9 did not result in a change
in the year in terms of the amount of the provision formed on 31.12.2023.
The change in the provision for impairment of the value of receivables from customers is as
follows:
Group Company Account description 2024 2023 2024 2023 Initial balance 150.781 94.384 110.612 94.384 Additional Usage Provision (Reversal) 0 56.398 0 16.229 Fee Balance 150.781 150.781 110.612 110.612
7.8 Investing in fair value through results
Fair Value Investments through results are analyzed as follows:
Group Company Account description 2024 2023 2024 2023 Stocks listed on the ASE 391.816 1.124.042 391.816 1.124.042 Other domestic debt securities 1.130.028 1.172.478 1.130.028 1.172.478 Shares of Foreign Mutual Funds 496.387 443.934 496.387 443.934 Other foreign debt securities 10.120.179 8.635.721 9.305.064 8.142.093 Total 12.138.410 11.376.175 11.323.295 10.882.547 Group Company Account description 2024 2023 2024 2023 Short-term investments in euros 7.182.356 7.215.329 6.367.241 6.721.701 Short-term investments in dollars 4.956.054 4.160.846 4.956.054 4.160.846 Total 12.138.410 11.376.175 11.323.295 10.882.547 Group Company 2024 2023 2024 2023 Balance 1.1. 11.376.175 10.688.350 10.882.547 10.122.493 Acquisitions 2.783.403 1.427.445 2.411.763 1.362.046 Sales -2.789.947-1.494.272-2.689.417-1.296.242Profit / (Loss) from sale - Exchange -80.23563.864 -80.23563.864 differences Accrued Interest 28.544-3.54128.544-3.541Gain/(Loss) from Fair Value Measurement 820.469694.329 770.092633.927 Balance 31.12 12.138.410 11.376.175 11.323.295 10.882.547
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For the financial year 2024, valuation gains amounted to 770.092 while in 2023 they amounted
to € 633.927.
For the financial year 2024, valuation gains amounted to 820.469, while in 2023 they amounted
to € 694.329.
Fair value hierarchy
The Group and the Company use the following hierarchy to determine and disclose the fair value
of assets and liabilities:
Level 1: Published market prices (without modification or adjustment) for financial assets
traded on active financial markets.
Level 2: Observable data on the valued asset and liabilities beyond level 1 prices, such as
trading prices for similar products, trading prices on inactive markets or other elements that
are either observable or can be supported by observable data (for example, prices derived
from observable data), for almost the entire duration of the financial instrument.
Level 3: Items for the valued asset and liabilities that are not based on observable market
data (non-observable data). If observable data are used for the calculation of fair value which
require significant adjustments based on non-observable data, then the calculation belongs to
level 3. Level 3 includes financial instruments, the value of which is determined by valuation
models, cash flow discounting and similar techniques, as well as products for which the
determination of fair value requires significant judgment or assessment by management.
Investments in fair value through results of the Group and the Company are categorized as
follows:
Group Level 1 Level 2 Level 3 Total Stocks listed on the ASE 391.816 0 0 391.816 Other domestic debt securities 572.310 557.718 0 1.130.028 Shares of Foreign Mutual Funds 496.387 0 0 496.387 Other foreign debt securities 9.879.093 241.086 0 10.120.179 Total 11.339.606 798.804 0 12.138.410 Company Level 1 Level 2 Level 3 Total Stocks listed on the ASE 391.816 0 0 391.816 Other domestic debt securities 572.310 557.718 0 1.130.028 Shares of Foreign Mutual Funds 496.387 0 0 496.387 Other foreign debt securities 9.063.978 241.086 0 9.305.064 Total 10.524.491 798.804 0 11.323.295
For the fair value of Level 2 securities, observable market data is used.
As of January 1, 2009, the Company and (following the consolidation of the subsidiaries) the
Group apply the amendment to IFRS 7 which requires the disclosure of financial instruments
measured at fair value through the hierarchy of the above levels.
The fair value of the following financial assets, assets and liabilities of the Group and the Company
is close to their book value:
- Other non-circulating items
- Trade Receivables
- Other current assets
- Cash and cash equivalents
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- Long-term lease liabilities
- Other long-term liabilities
- Debts to suppliers - Short-term loan obligations
- Short-term liabilities from leases
- Other short-term liabilities
There have been no changes in the valuation techniques used by the Group and the Company
during the financial year ended 31 December 2024, nor have there been any changes in the
classification of the financial assets due to the change in their purpose or use. Also, during the
year there were transfers between Levels 1 and 2 worth €135.401, while there were no transfers
within and outside of Level 3 for the measurement of fair value. Other foreign debt securities
include foreign bonds of fair value as of 31.12.2024 of 167.105 issued by debt securities
originating from Russia.
The breakdown of other domestic and foreign securities based on the rating system of Standard
& Poor's and Moody's is shown in the table below:
Group Company Credit rating 31/12/2024 31/12/2023 31/12/2024 31/12/2023 A 521.678 292.340 521.678 292.340 A- 577.537 0 577.537 0 A+ 215.987 0 116.693 0 A1 98.611 0 98.611 0 A2 229.395 173.585 229.395 173.585 A3 196.028 416.906 196.028 416.906 AA 0 364.322 0 364.322 Aa2 26.658 28.552 26.658 28.552 Aa3 135.632 0 135.632 0 B1 0 341.253 0 245.353 B- 203.729 0 103.734 0 B+ 188.703 0 188.703 0 Ba1 1.226.554 1.584.851 1.226.554 1.488.933 Ba1u 190.894 0 190.894 0 Ba2 612.254 891.236 612.254 891.236 Ba3 447.198 691.583 447.198 691.583 Baa1 0 568.798 0 568.798 Baa2 312.994 949.830 312.994 949.830 Baa3 390.349 831.030 390.349 730.970 BB 242.729 0 242.729 0 BB- 0 95.902 0 95.902 BB+ 791.757 286.965 589.682 286.965 BBB 570.991 91.071 570.991 91.071 BBB- 302.491 0 302.491 0 BBB+ 890.929 287.941 786.929 186.721 CCC+ 100.175 0 0 0 Unrated 2.776.935 1.912.033 2.567.359 1.811.503 11.250.207 9.808.198 10.435.092 9.314.570
7.9 Other current assets
The receivables from other assets in circulation are broken down as follows:
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Group Company Account description 2024 2023 2024 2023 Various debtors 316.536 307.709 310.383 303.230 Expenses for subsequent financial years 199.791 133.034 199.791 133.034 Contracts with customers 100.133 123.122 337.524 330.761 616.460 563.864 847.699 767.026
Contracts with customers refer to revenue for which control was transferred at a given time in
the fiscal year 2024 and 2023 respectively.
7.10 Cash and cash equivalents
Cash and cash equivalents are broken down as follows:
Group Company Account description 2024 2023 2024 2023 At hand 2.204 576 2.204 576 Demand and Term Deposits 3.711.211 2.941.612 2.279.892 1.245.972 Total 3.713.415 2.942.188 2.282.096 1.246.549
The Group's cash and cash equivalents are mainly invested in counterparties with a high credit
rating and for a short period of less than three months.
The composition of cash and cash equivalents per currency is as follows:
Group Company Account description 2024 2023 2024 2023 Euro 2.748.753 2.331.153 2.207.557 1.032.121 Other currencies 964.662 611.035 74.539 214.427 Total 3.713.415 2.942.188 2.282.096 1.246.549
The distribution of the funds based on the credit rating of the institutions, according to the rating
system of Standard & Poor's and Moody's, is shown in the table below:
Group Company Credit rating 31/12/2024 31/12/2023 31/12/2024 31/12/2023 B 2.377.012 891.667 1.856.142 387.590 B+ 0 290.182 0 290.182 Baa2 101.894 0 101.894 0 BB- 1.081.679 0 191.556 0 BBB+ 88.490 204.445 88.490 204.445 BB 0 986.100 0 86.649 A1 0 1.818 0 1.818 A- 62.136 567.402 41.810 275.288 3.711.211 2.941.612 2.279.892 1.245.972
7.11 Paid-up Share Capital and Reserves
With the decision of the Extraordinary General Meeting of the Company's shareholders dated
22.12.2020, it was decided:
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A) the increase of the Company's share capital by the amount of €74.509,17 with a capitalization
of reserve at a premium with an increase in the nominal value of the share by €0,00568 as well
as the relevant amendment of article 5 of the Company's Articles of Association on capital.
Following the above increase, the Company's share capital now amounts to €5.718.697,77 divided
into 13.126.020 common registered shares, with a nominal value of €0,43568 each. The
Corporate Acts Committee of the Athens Stock Exchange was informed at the meeting of
04.02.2021 about the increase of the share capital with a reserve at a premium.
B) the increase of the Company's share capital by the amount of €2.944.475,43 by capitalization
of profits of previous years, in accordance with the provisions of article 24 of Law 4646/2019 as
well as the relevant amendment of article 5 of the Company's Articles of Association on capital.
Following the above increase, the Company's share capital now amounts to 8.663.173,20 divided
into 13.126.020 common registered shares, with a nominal value of €0,66 each. The Corporate
Acts Committee of the Athens Stock Exchange was informed at the meeting of 04.02.2021 about
the increase of the share capital by capitalization of profits of previous years, in accordance with
the provisions of article 24 of Law 4646/2019.
Pursuant to the decisions of the Annual General Meeting of Shareholders of 23.06.2023 and the
decision of the Board of Directors of 23.02.2024, in the context of a new Own Share Acquisition
Program, the Company announced on 23.02.2024 the commencement of the implementation of
a new Own Share Acquisition Program. As part of the own share acquisition programs, to date
(15.4.2025) the Company has purchased 100.539 treasury shares with a total nominal value of
66.355,74 representing 0,76595% of the capital, with an average purchase price of EUR 2,244
per share.
The accounts of the share capital and reserves are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Paid-up share capital (13.126.020 shares of €0,66) 8.663.173 8.663.173 8.663.173 8.663.173 Regular reserve 2.428.209 2.255.809 2.415.760 2.225.524 Difference from capital conversion in euro 28.074 10.167 33.064 33.064 Tax-free reserves of special provisions 278.200 278.200 278.200 278.200 Subsidiary absorption loss -285.141 -285.141 -285.141 -285.141 Own Shares -209.637 -120.214 -209.637 -120.214 Balance of profits/losses for the new year 28.435.235 26.912.958 26.922.362 24.555.020 Total 39.338.113 37.714.952 37.817.781 35.349.627
The Regular Reserve is formed in accordance with the provisions of the Greek Legislation (article
158, of Law 4548/2018) according to which an amount at least equal to 5% of the annual net
(after tax) profits, is mandatory to be transferred to the Regular Reserve until its amount reaches
one third of the paid-up share capital.
The Retained Earnings for the year 2024 include income from dividends (tax reserve) in the
amount of Euro 1.630.000, in accordance with the provisions of no. 48 of Law 4172/2013 (POL
1039/2015).
7.12 Lease liabilities
The Long-Term and Short-Term Liabilities from leases are analyzed as follows:
Group Company Long-term lease liabilities 2024 2023 2024 2023 Building leases 346.511 413.788 308.803 368.878 Means of Transport leases 303.781 0 303.781 0
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Total 650.292 413.788 612.584 368.878 Group Company Short-term lease liabilities 2024 2023 2024 2023 Building leases 86.266 84.158 60.050 41.976 Means of Transport leases 75.344 9.769 75.344 9.769 Total 161.610 93.926 135.394 51.745 Group Company Present Liability Value 2024 2023 2024 2023 Up to 1 year 161.700 93.926 135.394 51.745 From 2 to 5 years 538.310 240.447 500.692 195.537 After 5 years 111.892 173.341 111.892 173.341 Present Liability Value 811.902 507.714 747.978 420.623 Group Company Total minimum future leases 2024 2023 2024 2023 Up to 1 year 180.610 111.823 152.305 67.318 From 2 to 5 years 613.648 289.693 572.097 238.852 After 5 years 121.497 183.985 121.497 183.985 Total minimum future leases 915.844 585.501 845.899 490.155 Minus: Future financial expenditure -103.852 -77.787 -97.921 -69.532 Present Liability Value 811.902 507.714 747.978 420.623
7.13 Deferred tax liabilities
According to the current tax regime in Greece, public limited companies are taxed on their total
profits at a rate of 22%, as amended by article 120 of Law 4799/2021.
The deferred tax claims and liabilities were calculated by applying the tax rates corresponding to
the fiscal year for which the reversal of each category of temporary accounting and tax base
difference is expected.
Deferred tax claims and liabilities are offset where there is an applicable legal right to set off
current tax claims against current tax liabilities and where deferred income taxes relate to the
same tax authority.
The deferred tax liabilities for the Company and the Group are analyzed as follows:
Amounts recorded in the Amounts Recorded in 2023 Statement of Profit and 2024 Other Total Income Loss Deferred income taxes (liabilities) Parcels - Plots 199.523 0 199.523 Premises 160.365 -9.272 151.093 Total Deferred Income Taxes 359.887 -9.272 0 350.616 (liabilities) Deferred income taxes (receivables) Valuation of the value of receivables-liabilities in foreign -76 -612 -688 currency
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Write-off of foundation and first 0 -0 0 installation costs Forecast of inventory 114.941 19.632 134.573 depreciation Provision for impairment of bad 7.410 0 7.410 debts Forecast of debt devaluation 109.350 -184.667 -75.317 Provision for staff compensation 22.260 4.813 2.856 29.929 Differences from IFRS 16 733 3.881 4.614 application Intangible assets from 0 5.037 5.037 acquisition Differences from depreciation -7.004 -6.485 -13.489 and amortization of other EIXs Total Deferred Income Taxes 247.614 -158.401 2.856 92.069 (Receivables) Total Deferred Taxation 112.274 149.129 -2.856 258.547 Amounts recorded in Amounts Recorded 2022 the Statement of in Other Total 2023 Profit and Loss Income Deferred income taxes (liabilities) Parcels - Plots 199.523 0 199.523 Premises 169.637 -9.272 160.365 Total Deferred Income Taxes 369.159 -9.272 0 359.887 (liabilities) Deferred income taxes (receivables) Valuation of the value of receivables-1.228 -1.303 -76 liabilities in foreign currency Write-off of foundation and first 0 0 0 installation costs Forecast of inventory depreciation 128.940 -13.998 114.941 Provision for impairment of bad debts 7.410 0 7.410 Forecast of debt devaluation 206.946 -97.596 109.350 Provision for staff compensation 18.450 4.198 -389 22.260 Differences from IFRS 16 application 1.705 -972 733 Differences from depreciation and -2.074 -4.930 -7.004 amortization of other EIXs Total Deferred Income Taxes 362.604 -114.602 -389 247.614 (Receivables) Total Deferred Taxation 6.555 105.330 389 112.274
7.14 Staff benefits obligations due to exit from service
According to Greek labor law, employees are entitled to a one-off compensation in the event of
their dismissal or retirement, the amount of which depends on the length of service and the
employee's salary on the day of their dismissal or retirement. Employees who resign or are
dismissed on a justified basis are not entitled to compensation. If the employee remains with the
Company until he retires, he is entitled to a lump sum equal to 40% of the compensation he
would have received if he had been dismissed on that day, according to Law 2112/1920.
The provision for severance pay is reflected in the financial statements in accordance with IAS 19
"Employee Benefits" and is based on an independent actuarial study.
The movement of the net liability in the Financial Statements on 31.12.2024 is as follows:
Company Changes in Net Liability 2024 2023 Net Liability at the beginning of the year 101.182 83.865
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Benefits paid by the employer 0 -5.425Expenditure recognised in the Statement of Profit and Loss 21.879 24.508 Expenditure recognised in Other Total Revenue 12.982 -1.767Net Liability in the Financial Position Statement 136.043 101.182 Company Total Commitment Agreement 2024 2023 Net Liability at the beginning of the year 101.182 83.865 Cost of current employment 18.267 17.182 Cost of service due to modifications 0 0 Interest costs 3.612 2.768 Terminal Facilities 0 4.558 Minus Compensations Paid 0 -5.425Actuarial Income (Profits)/ Operating Losses 12.982 -1.767Total Obligation at the end of the financial year 136.043 101.182
The actuarial assumptions used during the actuarial study for the financial year 2024 are the
following:
1. Advance Payment Interest Rate: 3,28% as of 31.12.2024
2.Average Annual long-term inflation growth rate: 2,0%
3. Average annual long-term salary increase: 3,0%
4.Valuation date: 31.12.2024
5. For the estimated pension benefit, the application of Law 2112/1920 during retirement as
amended by Law 4093/2012 and Law 4808/2021 was assessed
The actuarial assumptions used during the actuarial study for the financial year 2023 are the
following:
1. Advance Payment Interest Rate: 3,57% as of 31.12.2023
2. Average annual long-term inflation growth rate: 2,1%
3. Average annual long-term salary increase: 2,1%
4.Valuation date: 31.12.2023
5. For the estimated pension benefit, the application of Law 2112/1920 during retirement as
amended by Law 4093/2012 and Law 4808/2021 was assessed
Sensitivity Analysis 2024 2023 Present Defined Benefit Commitment Value 136.043 101.182 Calculation with a discount rate of +0,5% 131.667 97.648 Calculation with a discount rate of -0,5% 140.633 104.895 Current Employment Cost Sensitivity Analysis 2024 2023 Cost of current employment 18.267 17.182 Calculation with a discount rate of +0,5% 17.552 16.455 Calculation with a discount rate of -0,5% 19.022 17.950
7.15 Other long-term liabilities
The other long-term liabilities relate to grants and are broken down as follows:
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Group Company Account description 2024 2023 2024 2023 Fixed investment grants 24.531 27.272 24.531 27.272 Total 24.531 27.272 24.531 27.272
7.16 Debts to suppliers
The debts to suppliers are analyzed as follows:
Group Company Account description 2024 2023 2024 2023 Suppliers 4.065.559 3.955.003 3.862.866 3.738.466 Cheques payable 30.493 49.688 30.493 49.688 Total 4.096.052 4.004.692 3.893.359 3.788.154
The above liabilities are interest-free and short-term.
7.17 Short-term loan obligations
There are no short-term loan obligations.
7.18 Other short-term liabilities
Other short-term liabilities are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Customer advances 336.320 187.103 336.320 187.103 Liabilities from taxes and fees 1.136.342 1.174.002 995.473 1.012.836 Insurance Organizations 186.968 143.719 174.908 138.548 Accrued expenses 921.008 440.012 921.008 440.012 Miscellaneous Creditors 1.479.506 1.164.380 1.360.370 1.047.216 Cheques payable 81.984 133.655 81.984 133.655 Total 4.142.128 3.242.872 3.870.064 2.959.371
Tax liabilities and fees include a current tax liability of €540.856 (2023: €648.315) for the Group
and €526.033 (2023: €642.377) for the Company respectively.
7.19 Turnover
The turnover is broken down as follows:
Group Company Account description 2024 2023 2024 2023 Sales of domestic wholesale goods 24.984.736 22.867.180 24.984.736 22.867.180 Sales of goods European Union 5.672.151 5.495.185 3.162.905 3.239.085 Sales of goods in third countries 344.307 333.018 344.307 333.018 Retail Merchandise Sales 6.022 1.789 6.022 1.789 Total 31.007.216 28.697.172 28.497.970 26.441.071
There is a dispersion of sales, however, two customers participate in the total turnover with a
percentage of more than 10% who have a high degree of creditworthiness. The commercial
receivables of these customers as of December 31, 2024 cover 7,48% of the Company's assets
and 7,16% of the Group (2023: 3,23% of the Company's assets and 3,02% of the Group).
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The sales of AS COMPANY CYPRUS LTD and AS KIDS S.R.L. come 100% from the wholesale
channel and the above table includes the sales of goods in the countries of the European Union.
The subsidiaries in Cyprus and Romania are active in the wholesale trade of toys for children.
7.20 Sales Costs
The cost of sales is broken down as follows:
Group Company Account description 2024 2023 2024 2023 Cost of Goods Sold 15.906.744 14.919.652 15.646.969 14.648.785 Self-Delivery Costs-Stock Destruction -28.341 -29.042 -28.341 -29.042 Forecasts - Depreciation of Stocks 89.235 -63.629 89.235 -63.629 Exchange Rate Differences -20.275 8.952 -20.275 8.952 Total 15.947.364 14.835.933 15.687.588 14.565.066
7.21 Other operating income
Other operating income is broken down as follows:
Group Company Account description 2024 2023 2024 2023 Revenue from collected shipping costs 8.934 11.698 8.934 11.698 Other revenue 113.140 66.345 308.477 243.649 Total 122.074 78.043 317.411 255.346
Other income mainly relates to income from intercompany charges.
7.22 Administrative expenses
Administrative expenses are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Staff fees and expenses 1.461.366 1.391.134 1.405.874 1.272.165 Third-party fees and expenses 831.213 772.566 679.979 652.164 Third-Party Benefits 186.371 147.483 181.859 143.099 Taxes-fees 63.126 56.443 63.126 56.443 Miscellaneous expenses 225.072 216.645 213.586 192.687 Utilization forecasts 7.030 5.422 7.030 5.422 Depreciation and amortization 527.033 485.702 511.993 473.986 Other (revenue) - expenses 4.937 29.342 4.937 29.342 3.306.149 3.104.737 3.068.383 2.825.308
7.23 Disposal Operating Costs
The operating costs of disposal are analyzed as follows:
Group
Company
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Account description 2024 2023 2024 2023 Staff fees and expenses 2.575.056 2.200.527 2.423.836 2.116.857 Third-party fees and expenses 1.786.533 1.242.244 1.140.718 785.067 Third-Party Benefits 213.737 132.233 197.247 116.596 Taxes - fees 95.553 71.572 61.262 51.480 Miscellaneous expenses 2.352.665 1.913.592 2.257.091 1.825.410 Farm forecasts 13.550 12.377 13.550 12.377 Depreciation and amortization 235.032 179.803 224.414 172.477 Other (revenue) - expenses 35.607 0 35.607 0 7.307.733 5.752.348 6.353.724 5.080.265 Miscellaneous expenses include advertising and promotional costs.
7.24 Research and development expenses
Research and development expenses are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Staff fees and expenses 147.741 175.754 147.741 175.754 Third-party fees and expenses 5.141 3.110 5.141 3.110 Third-Party Benefits 5.085 4.169 5.085 4.169 Taxes - fees 1.354 1.496 1.354 1.496 Miscellaneous expenses 3.508 5.680 3.508 5.680 Depreciation and amortization 5.509 4.040 5.509 4.040 Utilization forecasts 1.300 1.284 1.300 1.284 169.639 195.534 169.639 195.534
Research and development expenses refer to the expenses incurred by the Company by a
specialized department dealing with the development of new products.
7.25 Payroll costs
The payroll costs included in the Company's and Group's Financial Statements as of December
31, 2024 and December 31, 2023 are analyzed as follows: Group Company Account description 2024 2023 2024 2023 Salaries and Wages 3.407.699 2.993.448 3.206.360 2.790.809 Employers' contributions 669.844 568.200 664.470 568.200 Other staff expenses 106.621 205.768 106.621 205.768 Total 4.184.164 3.767.416 3.977.452 3.564.776
The number of employees employed at the end of the audited financial year 2024 amounted to
89 employees, i.e. 83 in the parent company and 6 in the subsidiaries in Cyprus and Romania. At
the end of the previous year, the Group's workforce was 79 employees, i.e. 73 in the parent
company and 6 in the subsidiaries in Cyprus and Romania.
The above payroll costs are divided among the various functions of the Company and the Group
as follows: Group Company Account description 2024 2023 2024 2023 Administrative Operating Expenses 1.461.366 1.391.134 1.405.874 1.272.165
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Disposal Operating Costs 2.575.056 2.200.527 2.423.836 2.116.857 Research and development expenses 147.741 175.754 147.741 175.754 Total 4.184.164 3.767.416 3.977.452 3.564.776
7.26 Depreciation-Amortization
Depreciation-amortization are analyzed as follows: Group Company Account description 2024 2023 2024 2023 Building Depreciation 307.935 321.782 307.935 321.782 Depreciation of Leased Buildings 74.402 62.257 52.114 46.306 Depreciation of machinery 8.337 0 8.337 0 Depreciation of means of transport 72.570 58.810 72.570 58.810 Depreciation of Leased Means of Transport 57.405 51.288 57.405 51.288 Depreciation of furniture and other equipment 62.218 36.346 58.847 33.256 Depreciation of Intangible Assets 184.708 139.061 184.708 139.061 Total 767.574 669.545 741.915 650.503
The above depreciation and amortization are divided among the Company's functions as follows:
Group Company Account description 2024 2023 2024 2023 Administrative expenses 527.033 485.702 511.993 473.986 Disposal Operating Costs 235.032 179.803 224.414 172.477 Research and development expenses 5.509 4.040 5.509 4.040 Total 767.574 669.545 741.915 650.503
Based on the above, the reconciliation of Earnings before taxes, financing, investment results and
depreciation and amortization with Net Profit after tax is as follows:
Group Company Account description 2024 2023 2024 2023 Net Profit After Taxes 4.209.659 4.533.462 5.054.725 3.804.717 Adjustments: Income Taxes 1.358.459 1.420.691 1.241.105 1.297.803 (Revenue)/ Financial operating expenses -1.169.714 -1.123.887 -2.759.783 -1.088.503 - net Depreciation-Amortization 767.574 669.545 741.915 650.503 Earnings before taxes, financing, investment results and depreciation 5.165.980 5.499.810 4.277.963 4.664.520 and amortization
7.27 Financial operating expenses
Net financial expenses/(revenues) are broken down as follows:
Group Company Account description 2024 2023 2024 2023 Interest and expenses on short-term liabilities 54.076 29.889 51.749 27.276 Other related costs 55.508 62.147 40.466 39.714 Credit interest and securities income -544.262 -457.731 -537.337 -457.703
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Dividend income 0 0 -1.630.000 0 (Profits)/Losses from the sale of securities 113.976 -63.864 113.976 -63.864 (Profits)/Impairment losses on financial -849.013 -694.329 -798.636 -633.927 assets Total -1.169.714 -1.123.887 -2.759.783 -1.088.503
The Company's dividend income for the fiscal year 2024 includes the dividend received by the
Parent Company from the Subsidiary AS COMPANY CYPRUS LTD in the amount of 1.630.000
euros. No corresponding dividend was received in 2023.
7.28 Taxes
The Company's and the Group's Year Taxes are analyzed as follows:
Group Company Account description 2024 2023 2024 2023 Current Income Tax 1.209.330 1.216.018 1.091.976 1.093.130 Deferred income taxes recognized in the 149.129 105.330 149.129 105.330 result Tax on previous years 0 99.343 0 99.343 Total 1.358.459 1.420.691 1.241.105 1.297.803 Table of Income Tax: Group Company Account description 2024 2023 2024 2023 Profit before tax 5.568.119 5.954.153 6.295.830 5.102.520 Parent tax rate 22% 22% 22% 22% Proportionate Tax 1.224.986 1.309.914 1.385.083 1.122.554 Effect of tax rates in other countries -73.013 -73.260 0 0 Tax on expenses not recognized for tax 214.623 75.905 214.623 75.905 purposes Past Tax Difference 0 99.343 0 99.343 Tax on other disputes -8.137 8.788 0 0 Tax on Intra-Company Dividends 0 0 -358.600 0 Total 1.358.459 1.420.691 1.241.105 1.297.803 Effective tax rate 24,40% 23,87% 19,71% 25,44%
The Company's effective tax rate decreased from 25,4% in the previous year to 19,7%, while the
Group's remained almost at the same level of 24%. The change in the Company's effective tax
rate is due to a) the fact of intra-company dividends of 1,63 million euros in the fiscal year 2024
by the subsidiary in Cyprus and b) the tax difference of 99 thousand euros that arose with the
finalization of the 2022 tax return.
The tax rate on profits from business activity of legal entities in Greece amounts to 22%. Tax
rates in the countries where the Group operates range from 12,5% to 16,0%.
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Company Registered office Unaudited tax years AS COMPANY A.E. Greece 2018 - 2024 AS COMPANY CYPRUS LTD Cyprus 2018 2024 AS KIDS TOYS SRL Romania 2018 - 2024
The Company has received tax compliance certificates with the consent of its Certified Public
Accountant for each year from 2011 to 2023 in accordance with Greek tax legislation (2011-2013
in accordance with the provisions of article 82 of Law 2238/1994 and 2014-2023 in accordance
with the provisions of article 65A of Law 4174/2013). The Company does not expect additional
taxes and surcharges to arise in the context of the audit of the Greek tax authorities for the fiscal
years 2019 to 2024. In addition, based on risk analysis criteria, the Greek tax authorities may
select the Company for tax audits in the context of audits they carry out on companies that have
received tax compliance certificates with the consent of the Certified Auditor. The Company has
not received any audit order from the tax authorities for the fiscal years 2019 to 2024.
It is noted that on 31.12.2024 the fiscal years were time-barred until 31.12.2018 in accordance
with the provisions of paragraph 1 of article 36 of Law 4174/2013.
For the fiscal year 2024, the tax audit for the receipt of the tax compliance certificate (in
accordance with the provisions of articles 78 and 83 par. 54 of Law 5104/2024) is in progress
and the Administration does not expect a substantial change in the tax obligations of this fiscal
year. The audit is expected to be completed after the publication of the financial statements for
this financial year.
The Group's unaudited tax years are as follows:
We estimate that in the event of a tax audit of the subsidiaries in Cyprus and Romania, any
additional tax liabilities that may arise will not have a material impact on the Group's Financial
Statements.
8. Transactions with Connected Parties
Related parties within the meaning of IAS 24 means, in addition to subsidiaries and affiliated
companies, the members of the Management Board and the Directors and their close relatives.
The shareholders (natural or legal persons) who held as of 31.12.2024, directly or indirectly, a
percentage greater than 5% of the total number of shares and the relevant voting rights of the
Company are listed in the table below.
Shareholder's name Percentage of participation* 1. Andreadis Efstratios 31,35975% 2. Andreadou Anastasia 31,08181%
Transactions with related parties during the fiscal year 2024, i.e. intercompany sales/purchases
and intercompany balances, were all transactions within the scope of the Company's operation
and in market terms.
The overall framework of activities of the Company and its affiliated companies concerns AS
COMPANY CYPRUS LTD and AS KIDS TOYS S.R.L. No inter-company transaction was carried out
other than those described above.
Sales 2024 2023 AS COMPANY CYPRUS LTD 1.023.585 1.233.902
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AS KIDS TOYS S.R.L 1.341.452 1.107.704 Total 2.365.037 2.341.606 Purchases 2024 2023 AS COMPANY CYPRUS LTD 0 0 AS KIDS TOYS S.R.L 0 0 Total 0 0 Other Transactions 2024 2023 AS COMPANY CYPRUS LTD 82.954 90.375 AS KIDS TOYS S.R.L 123.376 88.432 Total 206.331 178.806 Balances from commercial transactions Receivables 2024 2023 AS COMPANY CYPRUS LTD 547.661 480.063 AS KIDS TOYS S.R.L 739.552 575.639 Total 1.287.213 1.055.702 Obligations 2024 2023 AS COMPANY CYPRUS LTD 0 0 AS KIDS TOYS S.R.L 0 0 Total 0 0
For the fiscal year 2024, a dividend was approved by the subsidiary AS COMPANY CYPRUS
LIMITED in the amount of EUR 1.630.000 (2023 : 0).
On 15 July 2024, the dividend approved by the General Meeting of 20.6.2024 by the paying bank
"Piraeus Bank S.A.", which amounted to EUR 0,130744 per share, i.e. a total amount of
1.712.270,04 (Total Amount of Money Distributed minus dividend tax), was paid to the
shareholders.
Also, on 23/12/2024, an extraordinary cash distribution was paid to the shareholders, from the
balance of the taxed and undistributed profits for the fiscal year 2021, approved by the
Extraordinary General Meeting of 16.12.2024 by the paying bank "Piraeus Bank S.A.", which
amounted to 0,0503691367 euros per share, i.e. a total amount of € 658.003 (Total Amount of
Money Distributed minus the extraordinary distribution tax).
The proposed gross dividend to be approved by the Annual General Meeting of Shareholders for
the year 2025, from the profits of the year amounts to € 0,17 per share.
The benefits to the Company's Managers and Management are analyzed as follows:
Remuneration and Transactions of Group Company Executives Short-term benefits for 2024 2023 2024 2023 employees Salaries 613.197 590.194 613.197 590.194 Social Security Costs 92.343 90.495 92.343 90.495 Total 705.540 680.689 705.540 680.689 Remuneration and Transactions of BoD Group Company Members
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Short-term benefits 2024 2023 2024 2023 Salaries 449.748 440.000 419.748 410.000 Social Security Costs 79.119 76.257 78.249 75.387 BoD Remuneration Stamp 5.037 4.920 5.037 4.920 Other fees 43.180 0 43.180 0 Total 577.084 521.177 546.214 490.307
No loans have been granted to members of the Board of Directors or to Directors (and their
families). There were no changes in the transactions between the Company and its related
persons that could have material consequences on the Company's financial position and
performance.
The remuneration paid during the fiscal year 2024 to the President of the Board of Directors Mr.
Efstratios Andreadis, the Executive Vice President of the Board of Directors Mrs. Anastasia
Andreadou, the Executive Member Mr. Konstantinos Andreadis, the non-executive Vice President
of the Board of Directors Mr. Apostolos Petalas and the non-executive member Mr. Theophilos
Mechteridis, relate to remuneration in their capacity as members of the Board of Directors. The
Company does not proceed with the payment of fees to the Members of the Board of Directors
for their capacity as Members of the Audit & Remuneration and Nomination Committees. Also,
the remuneration of the resigned non-executive members of the BoD, Mr. Michael Zarkadis and
Mr. Ioannis Apostolakos on 30.4.2024 and of the new members of the BoD, Mr. Athanasios
Chrysafidis and Georgios Vletsos, refer to remuneration in their capacity as members of the Board
of Directors.
In accordance with the decision of the Annual General Meeting on 20.06.2024, the payment of
annual gross remuneration from the profits of the closed fiscal year 1.1.202331.12.2023 was
approved.
The non-executive member of the Board of Directors, Theophilos Mechteridis, was also paid
remuneration for the provision of customs brokerage services, in the context of his professional
cooperation with the Company, based on a relevant evaluation by the Remuneration Committee
and the Board of Directors and a corresponding contract. The remuneration paid to the executive
member of the Board of Directors, Mrs. Theodora Koufou, relates to the provision of employment
services to the Company throughout the fiscal year. The Directors who are not members of the
Board of Directors received remuneration based on the employment contracts they have with the
Company.
Also, with the General Meeting of shareholders on 20.06.2024, the payment of an additional
remuneration (bonus) of 122.242 euros (including employers' contributions) to executives of the
Company from the profits of the financial year 2023 was approved.
9. Financial risk management and financial assets
The Group is exposed to various risks related to its operations and can have a significant impact
on financial results, business operations and cash flow.
9.1. Planning to address more significant risks
The Group's Management has prioritized the following 5 most important risks in terms of achieving
its strategic objectives.
- Profitable growth risk. In order to achieve the goals of profitable organic growth, it is
imperative to plan to respond to risks and limit their consequences.
- Risk of sustainable development. In order to achieve the Sustainable Development Goals
and reduce the risk of the consequences of competitiveness in relation to large companies
that can take advantage of their faster adaptation, comprehensive plans must be in place
to deal with them.
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- Internal risk factors. In order to achieve the Company's goals and vision, a healthy
organization is required that will be able to improve existing fundamental competencies,
develop new ones, such as internationalization skills, new digital skills with an emphasis
on digitalization and collective leadership with high standards of corporate governance,
adapted to the specificities and size of the Group and the Company.
- Compliance Risks. Compliance with the requirements of the legislative framework is a
continuous process that the Group must and strives to respond to consistently.
- Risks from Geopolitical Developments. Geopolitical developments in the wider region are
causing uncertainty and affecting the global supply chain.
9.2 . Categorization of risks
The main risks to which the Company and the Group are exposed have been categorized as
follows:
a. Business Risks
Risks related to the Group's strategy and the industry in which it operates, such as the speed of
response to changing customer/consumer demands, competition, regulatory framework and the
Company's reputation, as well as issues such as technological innovation.
b. Operational Risks
Risks in relation to the operation of the Group, arising from factors such as the supply chain
(supplies, production, distribution), financial information. Errors fraud and malicious actions of
third parties that may affect the information system and communications as well as the security
of customer service
c. Financial Risks
Risks arising from the broader macroeconomic environment and factors that constitute obstacles
for the Group to meet its commitments and financial targets. The primary objective is to maintain
strong credit and sound business indicators to support its business plans.
d. Risks from Geopolitical Developments
Geopolitical developments in the wider region continue to cause global uncertainty, affect the
global supply chain and intensify inflation. Uncertainty has increased in recent months due to U.S.
trade policy. The ongoing military conflict between Russia and Ukraine, countries in which the
Group has no activity, as well as the attacks by the Houthi rebels on ships in the Red Sea hinder
commercial activity and lead to increased transport costs.
9.3. Description of the most significant risks and uncertainties
The main risks that have a direct impact on financial results are listed.
(a) Exchange rate risk
This risk relates to the euro ratio to other currencies related to the sales and purchases of the
Company and its Subsidiaries.
The Group carries out a significant part of its imports originating in China and Hong Kong which
are priced in US dollars (USD). In 2024, purchases in dollars accounted for 67,1% of total
purchases compared to 75,6% of purchases in the corresponding previous year. The value of
imports in dollars (USD) increased by +19% compared to the corresponding year last year.
The Group has cash and investment products in dollars (USD), which cover 47,3% (2023: 52,5%)
of the value of imports in dollars made in 2024.
The average euro/dollar exchange rate over the last 4 years has been as follows:
2021 2022 2023 2024 Average exchange rate 1,1827 1,053 1,082 1,085 Annual % Change 3,6% -11,0% 2,8% 0,3%
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In 2024, the Group did not use derivative financial products to reduce the exposure to foreign
exchange risk arising from the markets.
Due to the Group's activity in Romania through its subsidiary AS KIDS TOYS S.R.L., there is a
currency risk of impairment of its net position from assets valued in Romanian Lei (RON). Based
on the overall figures of the Group's net position, this risk remains at low levels.
(b) Interest rate risk
The Group Companies have credit limits in banks, but due to the significant liquidity, they have
not resorted to bank lending in 2024 and all their working capital needs are financed by their own
funds.
The Group does not use derivative financial products in order to reduce its exposure to the risk
of interest rate changes at the date of preparation of the Financial Report.
The Group is monitoring developments very closely, adjusting its policy to protect its high reserves
and continuing to invest in high-grade investment portfolios.
The Management considers that the aforementioned risk is not expected to materially affect the
financial position of the Company and the Group.
(c) Risk from fluctuations in commodity market prices and dependence on commodity supply
Given that a large part of the toys available to the Company and the Group originate in China,
any change in China's trade relations with the European Union or a change in the exchange rate
of the Chinese Yuan in relation to USD, which is priced in a large part of the Group's markets, as
well as in transport costs, may have a positive or negative impact, where applicable, on the one
hand, the supply of customers and the Group's sales, on the other hand, the Cost of Goods Sold
and Profitability.
Given that more than 60% of the Group's products originate in China and Hong Kong in order to
limit the economic impact of extraordinary events (indicatively: temporary trade embargo
imposition of tariffs, etc.), the Management has adopted a policy of higher stocks, in order to
ensure the smooth supply of its customers.
The Company continuously monitors the economic data of the Chinese toy market, maintaining
long-term relationships with its suppliers. It also attends exhibitions in China, aiming to form a
list of suppliers who could serve it.
(d) Credit and liquidity risk
It refers to the risk that the Company or the Group may face if a customer or customers fails to
fulfill their contractual obligations. In order to reduce their credit risk, the Group and the Company
apply a rational credit policy, taking into account market data, which they collect from information
banks, on the creditworthiness of their customers. The Group's and Company's claims come
mainly from wholesale sales, while a significant part of the claims come from large customers.
The financial situation of the clients is constantly monitored by the Group and the Company,
controlling the size of the credits provided, as well as the credit limits of each client. If necessary,
additional security and guarantees are requested.
Potential credit risk exists in available and cash equivalents, as well as in investments. In such
cases, the risk may arise from the inability of the counterparty to meet its obligations to the
Group. The Group ensures that it maintains appropriate diversification, and invests in
organizations with an increased credit rating to reduce risk.
The credit risk, which may arise from the inability of financial institutions to meet their obligations
to the Group in terms of investments and cash reserves, has been significantly reduced, as the
most significant part of them are placed either in systemic Greek banks or in international banks
outside Greece, of high investment rating.
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The liquidity risk lies in the possibility that the Group will find itself in a position that will not allow
it to meet its financial obligations. As it emerges from the financial statements, both at the
Company and Group level, the liquidity risk is fully controlled (see working capital ratio).
GROUP 31.12.2024 31.12.2023 Index Outstanding Assets / 462,9% 495,7% Short-Term Liabilities COMPANY 31.12.2024 31.12.2023 Index Outstanding Assets / 459,8% 484,9%Short-Term Liabilities
With regard to the cash flow risk, it is noted that the Company and the subsidiary in Cyprus are
adequately protected, which is due: a) to their good cash flows as mentioned above, b) to the
high creditworthiness they have from the banking institutions, c) to the financial assets of the
Company, the value of which appears in the financial statements does not deviate from their fair
value, d) to the safeguarding of cash in banks with a good evaluation by international firms and
e) the placement of the Company's funds for investment in marketable securities.
As for the Romanian subsidiary, as of 31.12.2024 it had cash reserves of 890 thousand, while
it has secured a bank financing line of € 200.000 which it has not used to date.
Due to the seasonality of the Group's product category, rational working capital management is
required, as possible weakness may burden its results with additional financial costs. The Group
has adequate lines of financing from banking organizations.
The following tables summarize the maturity dates of the Company's and the Group's financial
obligations, which appear at the date of preparation of the Financial Statements, based on the
payments arising from the relevant loan agreements or agreements with the counterparties.
Totals Up to 1 year From 1 to 5 years Group 2024 2023 2024 2023 2024 2023 Debts to suppliers 4.096.052 4.004.692 4.096.052 4.004.692 0 0 Lease liabilities 811.902 507.715 161.610 93.926 650.292 413.788 Other short-term 4.142.128 3.242.872 4.142.128 3.242.872 0 0 liabilities Total 9.050.083 7.755.278 8.399.791 7.341.490 650.292 413.788 Totals Sets From 1 to 5 years Company 2024 2023 2024 2023 2024 2023 Lease liabilities 747.978 420.624 135.394 51.745 612.584 368.878 Debts to Suppliers 3.893.359 3.788.154 3.893.359 3.788.154 0 0 Other short-term 3.870.064 2.959.371 3.870.064 2.959.371 0 0 liabilities Total 8.511.401 7.168.149 7.898.816 6.799.270 612.584 368.878
Based on the above-mentioned data, the Group's Management estimates that Cash Reserves and
Short-Term Positions, in addition to the aforementioned liquidity raising capabilities, adequately
offset the above-mentioned risks.
(e) Insurance Risk (non-financial risk)
Given that most of the Company's goods are forwarded from its Warehouse to customers, the
Company should be protected by its exposure to counterparty risk from the insurance of its
products.
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To this end, the Company insures its premises at fair prices, by a consortium of insurance
companies, which provides it with adequate insurance coverage for all main risks.
The subsidiaries of Romania and Cyprus do not have their own warehouses and the movement
of goods is carried out through the Company's storage facilities. The products are insured during
their transportation, both to the Company's warehouses and until their delivery to the subsidiaries.
(f) Risks from the possible impairment of financial assets and other investments
The Company makes short-term investments (mainly bonds) of high credit rating after evaluating
the relevant ratings by international agencies. As a rule, the bonds, in which it invests part of its
cash reserves, are transferable securities, they are traded mainly on the secondary market but
also on other regulated markets. The risks arising from investments in bonds are a) risk of default
on the invested coupon capital b) market risk related to fluctuations in bond prices, as a result of
changes in interest rates and inflation c) liquidity risk, resulting in the bond being sold at a price
below fair valuation and d) risk of early repayment by the issuer, resulting in a reduction in the
expected return and the inability to reinvest capital in products with similar returns.
The Company's Management, aiming to mitigate its investment risk, has invested in real estate,
in the context of an overall plan for a safer and more efficient utilization of the Group's high
liquidity.
(g) Seasonality Risk
The Group is active in a sector that is very seasonal, especially during the Christmas and Easter
periods. Indicatively, the Group's sales in the last quarter of the financial year the Christmas
period constitute 33% to 43% of its annual sales. This seasonality requires proper planning of
receipts and timely delivery of the quantities requested by our customers.
Any inability of the Group to cope with the increased demand during these periods will negatively
affect the financial results for the entire financial year. In the face of this risk, the Company
ensures, as far as possible, to proceed with timely planning of orders and receipts, in order to
maintain sufficient stocks.
(h) Exposure to ESG Risks
The Group recognizes the risks and impacts that may arise in its business activity, due to the
climate crisis and the energy transition, which may affect its operations, while at the same time
it has identified great opportunities created through the use of recycled raw materials and the
investment in renewable energy sources.
In order to mitigate the risks arising from climate change, as well as to exploit the opportunities
that arise, in order to achieve positive financial results for itself and its operating environment,
the Group is constantly adapting its business model in order to continuously reduce its
environmental footprint. It achieves this through (a) self-production and the use of energy from
renewable sources (solar), (b) the reduction of the use of natural resources, with the use of
recycled raw materials, (c) the promotion of product recycling and (d) the calculation of the
environmental impact of the Group's activities.
Other Risks
The demand for the Company's products is influenced by external factors such as economic
uncertainty, the decrease in consumption and the preference of consumers for products with an
affordable selling price. In this context, the Company's Management has selected quality products
with a wide range of prices, which are attractive to consumers all year round.
The Group's Management aims to limit any negative impact of these risks on its financial results
and is constantly adapting to new situations in order to keep its activities unaffected.
10. Fair Value and Fair Value Hierarchy
The Group and the Company use the following hierarchy to determine and disclose the fair value
of assets and liabilities:
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Level 1: Published market prices (without modification or adjustment) for financial assets
traded on active financial markets.
Level 2: Observable data on the valued asset and liabilities beyond level 1 prices, such as
trading prices for similar products, trading prices on inactive markets or other elements that
are either observable or can be supported by observable data (for example, prices derived
from observable data), for almost the entire duration of the financial instrument.
Level 3: Items for the valued asset and liabilities that are not based on observable market
data (non-observable data). If observable data are used for the calculation of fair value which
require significant adjustments based on non-observable data, then the calculation belongs to
level 3. Level 3 includes financial instruments, the value of which is determined by valuation
models, cash flow discounting and similar techniques, as well as products for which the
determination of fair value requires significant judgment or assessment by management.
Fair value investments through results of the Group and the Company are categorised at Level 1
except for specific investments in bonds with a value of € 798.804 as at 31.12.2024 categorised
at Level 2 (see Note 7.8).
As of January 1, 2009, the Company the Group implements the amendment to IFRS 7 which
requires the disclosure of financial instruments measured at fair value through the hierarchy of
the above levels.
The fair value of the following financial assets and liabilities of the Group and the Company
approximates their book value, as presented in the table below:
Group Company Account description 2024 2023 2024 2023 Other non-current assets 50.021 51.057 45.093 46.127 Trade Receivables 13.327.698 14.638.976 12.782.376 13.209.432 Other current assets 316.526 307.709 310.383 303.230 Cash and cash equivalents 3.713.415 2.942.188 2.282.096 1.246.549 Long-term lease liabilities 650.292 413.788 612.584 368.878 Other long-term liabilities 24.531 27.272 24.531 27.272 Debts to suppliers 4.096.052 4.004.692 3.893.359 3.788.154 Short-term lease liabilities 161.610 93.926 135.394 51.745 Other short-term liabilities 1.912.634 1.485.138 1.778.674 1.367.975 Total 24.252.780 37.714.952 21.864.490 35.349.627
It is noted that the Other Current Assets include expenses for subsequent financial years and
income receivable for the year for the Company (2024 : € 537.315, 2023 : € 463.795) and Group
(2024 : € 299.924, 2023 : € 256.156) respectively which do not constitute financial assets.
Other Short-Term Liabilities include liabilities from taxes, fees, insurance organizations and
earned operating expenses of the Company for 2024 and 2023, for a total amount of € 2.091.390
and 1.591.396 respectively, and for the Group for 2024 and 2023, a total amount of 2.244.318
and € 1.757.733 respectively, which do not constitute financial data.
11. Commitments and contingent liabilities Guarantees granted
(a) The Company's commitments relate to letters of credit issued by banks for the good
execution of contracts.
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(j) In the context of the Company's new cooperation with the Italian company Artsana SRL,
supplier of Chicco products, the Company proceeded within 2024 with the issuance of a bank
letter of credit to the above supplier, in the amount of one million euros (€1.000.000,00)
and a duration of one (1) year, with the possibility of renewal. The letter of guarantee was
issued by ALPHA BANK S.A.
(ii) The subsidiary AS KIDS TOYS S.R.L. has entered into a credit agreement with ALPHA
BANK ROMANIA SA, under the conditions governing the Romanian Banking System. The
Company provided a guarantee in favor of its subsidiary, in the form of a letter of guarantee
issued by ALPHA BANK SA, in the amount of € 200.000 to ALPHA BANK ROMANIA SA. As of
the date of publication of the financial statements, this credit has not been used by the
subsidiary.
(b) The Company and the Group have operating lease agreements in force concerning the rental
of means of transport and buildings, without financial backlog.
(c) There are no disputed or arbitrated disputes of the Company of any kind, as well as decisions
of judicial or arbitral bodies that have or may have a significant impact on the financial
situation or operation of the Company.
Apart from what is mentioned above, there are no other significant contingent liabilities.
Pending Cases Court Cases
(1) The Company maintained a capital claim of €1.352.782,45 against the former customer
"KOUKOU S.A. CHILDREN'S TOYS COMPANY".
The debtor has been declared bankrupt and the Company has legally announced its claims. Since
the available data assessed that the small assets of the bankruptcy, compared to the large amount
of claims of third parties that were verified -including the State and social security funds-, do not
support the satisfaction of the Company's claim, the amount of the claim was written off on
31.12.2014 in accordance with the law. The Company is monitoring the bankruptcy proceedings,
which are still ongoing due to the inability to sell a property of the debtor, as informed by the
bankruptcy trustee.
(2) On 5.4.2024, the Company filed an application for interim measures at the Single-Member
Court of First Instance of Thessaloniki against Eleni Tzitzidou, who maintains a sole proprietorship
of toys with the distinctive title "ARGY TOYS" in Thermi, Thessaloniki, due to infringement of the
Company's registered trademark "STO KEFALI TO HO", requesting, inter alia, that the defendant
withdraw the infringement in the future and cease the supply, manufacture, sale, advertising
and in general the marketing of toys bearing the word identical with the above trademark. With
the application, an interim injunction was requested and issued, obliging the opposing party to
provide the production and distribution details of its product under the title "WHAT I AM", subtitled
with the registered trademark of the company. After a postponement, the application was heard
on 9.10.2024 and in December 2024 the decision no. 16279/2024 decision of Single Member
Court of First Instance of Thessaloniki, which accepted it. Based on the available information,
already after the issuance of the interim injunction, the defendant has ceased the use and
infringement of the Company's trademark. The possibility of filing an action for damages against
the above is being considered.
(3) Following the Company's request, the Certificate No. 28/2024 payment order of the
Magistrate's Court of Peristeri by virtue of a security, against the debtor company under the name
COMBO SCHOOL LTD., by which the Company was awarded the amount of 16.288,93 euros. The
debtor no longer operates its shop and it is probable that the claim will not be satisfied. The order
for payment was served on 21 March 2024 on the debtor and was followed by a 2nd service on
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17.04.2024. No objection was filed, as is apparent from the no. 5/13.05.2024 certificate of the
same Court to contest the claim and therefore the claim has become final. Due to the debtor's
financial situation and the lack of apparent assets, the probability of recovery of the debts is
considered to be particularly low.
The Company maintains claims against third parties from the sale of goods, within the framework
of its normal operation. Due to the small amount of the amounts due in relation to the Company's
financial figures, it is estimated that their eventual (without prejudice) non-collection will have no
substantial impact on the Company's net position and the overall operation of the Company and
the Group.
Apart from the above, there is no other case pending in the Company before a court of any level
and jurisdiction known to the Company.
12. Earnings per Share
The Company's earnings per share are derived from dividing the aggregate total income for the
year, by the weighted average number of shares outstanding during the year as follows:
Group Company Account description 2024 2023 2024 2023 Profits after taxes attributable to the Company's 4.209.660 4.533.462 5.054.725 3.804.717 shareholders Ordinary Shares Issued at January 1st 13.126.020 13.126.020 13.126.020 13.126.020 Minus: Effect of owning treasury shares -76.326-62.440-76.326-62.440Weighted average number of shares as at 31 December 13.049.694 13.063.580 13.049.694 13.063.580 Core earnings per share 0,3226 0,3470 0,3873 0,2912 Diluted earnings per share 0,3226 0,3470 0,3873 0,2912
13. Audit fees
The audit of the Company's and the Group's Financial Statements for the current financial year
was entrusted by the Annual General Meeting of Shareholders to KPMG Certified Auditors S.A.
The audit firm's fee amounts to 37.000 for statutory audit, 5.000 for ESEF file assurance
services and 16.000 for tax compliance assurance services, while the fee for the fiscal year
2023 was 33.500, 5.000 and 16.000 respectively. The fees of the auditors of the two
subsidiaries for the audit of the 2024 Financial Statements amount to a total of €27.000, while
for 2023 it amounted to €24.000. During the financial year, the Company was provided with other
audit services with a total value of €3.000 and respectively for 2023 € 3.000.
14. Events after the date of the Financial Position
A. Disclosure of Transactions of persons exercising managerial duties
The company informs the investing public that, in accordance with Law 3556/2007 and Article 19
of Regulation (EU) No. 596/2014,
a) Mr. Efstratios Andreadis, President and CEO of the company, informed the company that on
10.01.2025 he proceeded with the sale of 50.000 common shares of the company, for €3,20
each, with a total value of €160.000. The above was notified to the company on 13.01.2025.
b) Mrs. Anastasia Andreadou, Executive Vice President of the company, informed the company
that on 10.01.2025 she proceeded with the sale of 50.000 common shares of the company, for
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€3,20 each, with a total value of €160.000. The above was notified to the company on
13.01.2025.
c) Mr. Efstratios Andreadis, President and Chief Executive Officer of the company, informed the
company that on 13.01.2025 he proceeded with the sale of 50.000 common shares of the
company, for €3,20 each, with a total value of €160.000. The above was notified to the company
on 14.01.2025.
d) Mrs. Anastasia Andreadou, Executive Vice President of the company, informed the company
that on 13.01.2025 she proceeded with the sale of 50.000 common shares of the company, for
€3,20 each, with a total value of €160.000. The above was notified to the company on
14.01.2025.
There are no other events subsequent to the Financial Statements, which concern, either the
Group or the Company, which are required to be referred to by the International Financial
Reporting Standards.
Thessaloniki, 15 April 2025
THE FINANCIAL DIRECTOR
PANAGIOTIS PAPASPYROU
of Vissarion
VAT Number: 042588929
No. License: 0019079 Class A
THE PRESIDENT OF THE BOARD OF
DIRECTORS
& CEO
EFSTRATIOS ANDREADIS
Of Konstantinos
VAT Number: 025447871
THE EXECUTIVE VICE-PRESIDENT OF THE
BOARD OF DIRECTORS
ANASTASIA ANDREADOU
the genus Angelos Kozlakidis
VAT Number: 040526342
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