1
Fotex Holding S.E.
28, avenue Pasteur
L-2310 Luxembourg
R.C.S. Luxembourg B 146.938
Consolidated financial statements as at 31 December 2023
Management report as at 31 December 2023 and
Report of the réviseur d’entreprises agréé
2
Table of Contents
Management Report ................................................................................................................................. 3
Management Responsibility Statement .................................................................................................. 13
Report of the Réviseur D’Entreprises Agréé .......................................................................................... 14
Consolidated Statement of Financial Position ........................................................................................ 19
Consolidated Statement of Profit or Loss ............................................................................................... 20
Consolidated Statement of Comprehensive Income ............................................................................... 21
Consolidated Statement of Changes in Equity........................................................................................ 22
Consolidated Statement of Cash Flows .................................................................................................. 24
1. General ........................................................................................................................................ 25
2. Basis of preparation ..................................................................................................................... 26
3. Material Accounting Policies ...................................................................................................... 29
5. Cash and Cash Equivalents ......................................................................................................... 42
6. Other Financial Assets ................................................................................................................ 42
7. Accounts Receivable and Prepayments ....................................................................................... 43
8. Inventories ................................................................................................................................... 44
9. Property, Plant and Equipment .................................................................................................... 45
10. Investment Properties .................................................................................................................. 47
11. Intangible Assets ......................................................................................................................... 50
12. Goodwill Arising on Acquisition ................................................................................................ 51
13. Accounts Payable, Other Liabilities and Provision ..................................................................... 52
14. Share Capital and Reserves ......................................................................................................... 53
15 Operating Expenses and Gain ..................................................................................................... 54
16. Interest-bearing Loans and Borrowings ...................................................................................... 55
17. Income Tax .................................................................................................................................. 55
18. Revenue ....................................................................................................................................... 58
19. Segment Information ................................................................................................................... 59
20. Financial Risks, Management Objectives and Policies ............................................................... 60
21. Leases .......................................................................................................................................... 63
22. Earnings Per Share ...................................................................................................................... 63
23. Related Party Transactions .......................................................................................................... 64
24. Subsequent Events after the End of the Reporting Period ........................................................... 65
25. Headcount ................................................................................................................................... 65
26. Audit fees .................................................................................................................................... 65
27. Contingent liabilities ................................................................................................................... 65
3
Management Report
Review and development of the Group’s business and financial position
The net turnover for the year ended 31 December, 2023, was EUR 40,258,136 compared with EUR
33,366,480 for the same period in 2022 representing an increase of EUR 6,891,656 (20.7 %). The net turnover
is mainly composed of income from operating a real estate portfolio in Hungary and the Netherlands.
2023 has been a challenging business environment in both Hungary and the Netherlands as the continent
continues to suffer from a number of ongoing headwinds. These are:
the recovery from the COVID pandemic,
the ongoing war in the Ukraine,
the increasing hostilities in the middle east,
high interest rates,
currency volatility,
high inflation
Despite these headwinds the Group has seen improvements in revenue arising from prior years
investment in the Netherlands, an improvement in foreign currency rates in Hungary and the further
development of revenues in the certain retails spaces in Budapest.
The Group has also acquired 2 properties from an existing location in Budapest, renovated a former
flagship store and continues to make investments in energy efficiency where this adds value to tenants and
properties.
The Group has also seen increasing yields on the investment properties portfolio as the investment
climate has turned strongly negative, as well as an increase in vacancy in the Netherlands, which has had a
negative effect on the property valuations performed by both management and independent valuers. None of
these valuations has had any effect on the Groups operating cash flows which continue to be strong in all
geographies.
During 2023, the Group ended the activity of its subsidiary Arany Juhár Idősotthon Kft. and transferred
the properties at a value of EUR 2,569,100 into Keringatlan Kft. after recognising an impairment loss of EUR
715,505.
These properties have been included in the investment property portfolio and disclosed as such and are
expected to be rented out to a professional operator of senior citizens homes in the near future . In early
December 2023 the Board of directors approved the decision to commence the liquidation of Arany Juhár
Idősotthon Kft. and as a result, it has been removed from the Group as of 31 December 2023.
There were no new major investments nor changes in the Group’s core activities compared with 2022.
The overall income for the year amounts to EUR 40,809,196 which is impacted by the net sales and the
financial revenue which has also improved as the Group has taken advantage of the increasing interest rates
on short term deposits of its free cash flow (31 December 2022: EUR 33,366,711).
The net result for the year is a profit of EUR 8,763,074.
In April 2023, the Group repaid all of its outstanding debt to Berlin Hyp AG and remained debt free for
the rest of the financial year.
No provision is either recognised or required for covering future environment fines or expenditures in
2023.
4
Principle risks and uncertainties
The Group’s business, financial condition or results can be affected by risks and uncertainties.
Management has identified the following risks:
Change in laws and regulations governing the operations of the Company and its subsidiaries
which may affect their business, investments and results of operations
Foreign currency risk
Credit risk
Liquidity risk
Country risk
Management monitors these risks and applies the following risk management procedures:
Foreign currency (“FX”) risk
Financial instruments that potentially represent risk for the Group include deposits, debtors and credit
balances denominated in foreign currency, creditors in foreign currency and deposits in foreign currency other
than EUR. The Group’s rental contracts are mostly stipulated in EUR or on EUR basis thus mitigating FX risk
associated with non-EUR based revenues. As of 31 December, 2023 the Group does not have any open forward
transactions.
Credit risk
The Group aims to mitigate lending risk by its careful and continuous debtor portfolio monitoring process
and by requiring bank guarantees and collateral. In addition, the Group regularly follows up information about
the main debtors in the market.
Concentrations of credit risk, with respect to trade accounts receivable, are limited due to the large
number of customers and due to the dispersion across geographical areas.
Receivable balances are monitored on an ongoing basis.
Investments of surplus funds are made only with reliable counterparties and are allocated between more
banks and financial institutions in order to mitigate financial loss through potential counterparty failure.
Liquidity risk
Liquidity risk is monitored as follows:
Monitoring daily available deposited and free cash by entity.
Monitoring weekly cash flows by entity.
As part of the management information system, the Group monitors the operations of each
entity on a monthly basis.
The Group monitors its long-term cash flows in order to match the maturity patterns of its
assets and liabilities.
Country risk
The Group has operations in Luxembourg, in the Netherlands and in Hungary. By the geographical
diversification of the operations, the Group mitigates the effects of country risk. The Group has not identified
any significant risks that may affect the financial performance of Group members associated with the countries
in which the Group operates. Further as members of the European Union and the legal structure associated
with it, management believes that country risk is not a matter of significant concern.
5
Internal control and risk management systems in relation to the financial reporting process
The Board of Directors has overall responsibility for ensuring that the Group maintains a sound system
of internal controls, including financial, operational and compliance controls. Such a system forms an integral
part of the corporate governance strategy of the Company. Internal control procedures help to ensure the proper
management of risks and provide reasonable assurance that the business objectives of the Company can be
achieved. The internal control procedures are defined and implemented by the Company to ensure:
the compliance of actions and decisions with applicable laws, regulations, standards, internal rules and
contracts;
the efficiency and effectiveness of operations and the optimal use of the Company’s resources;
the correct implementation of the Company’s internal processes, notably those to ensure the safeguarding
of assets;
the integrity and reliability of financial and operational information, both for internal and external use;
that management’s instructions and directions are properly applied; and
that material risks are properly identified, assessed, mitigated and reported.
Like all control systems, internal controls cannot provide an absolute guarantee that risks of
misstatement, losses or human error are fully mitigated or eliminated. The control environment is an essential
element of the Company’s internal control framework, as it sets the tone for the organization. This is the
foundation of the other components of internal control, providing discipline and structure.
Regarding the internal controls in the area of accounting and financial reporting, the following should be
noted:
In the context of the ongoing organizational realignment implemented since the Group moved
its headquarters to Luxembourg, a greater integration of the financial operations of the parent
company and affiliates under a single management structure was established.
Controls have been established in the processing of accounting transactions to ensure
appropriate authorizations for transactions, effective segregation of duties, and the complete and
accurate recording of financial information.
The Company relies on a comprehensive system of financial reporting. Strategic plans, business
plans, budgets and the interim and full-year consolidated accounts of the Group are drawn up
and brought to the Board for approval. The Board also approves all significant investments. The
Board receives monthly financial reports setting out the Company’s financial performance in
comparison to the approved budget and prior year figures.
A clear segregation of duties and assignment of bank mandates between members of
management, and the accounting departments is implemented.
Research and development
The Company itself has no research and development activity and the research and development activity
carried out through its subsidiaries is not significant.
Share capital
The Company’s approved and issued share capital totals EUR 30,543,933 consisting of shares with a
face value of EUR 0.42 each. At 31 December 2023, the Company’s issued share capital included 70,723,650
ordinary shares and 2,000,000 dividend preferred shares (31 December 2022: 70,723,650 ordinary shares and
2,000,000 dividend preferred shares).
6
The “dividend preferred shares” carry the same rights as ordinary shares in the event of liquidation or
dissolution. They entitle the holder to an annual dividend determined by the General Meeting, but do not carry
voting rights.
Holders of dividend preferred shares are not entitled to any rights or dividends other than those granted
to them by the General Meeting. They are paid once a year. Interim dividends may only be paid if the
conditions required for such a distribution are met.
In April 2023, the Group sold 900,000 dividend preference shares to key members of management at EUR
0.42 per share and paid a dividend of EUR 90,000 which has been included as part of the salary cost of the
Group. All remaining dividend preferred shares are held in treasury.
As at 31 December 2023, the Company held 29,552,089 treasury shares (of which 96,28% - 28,452,089 are
ordinary shares and 3,72% - 1,100,000 are dividend preferred shares) at a historic cost of EUR 45,020,522 (31
December 2022: 30,146,110 shares of which 93.37% - 28,146,110 are ordinary shares and 6.63% - 2,000,000
are dividend preferred shares at a historic cost of EUR 44,475,740). During 2023, the Company purchased
305,979 of its ordinary shares (2022: 318,628 shares) at acquisition cost of EUR 929,326 and sold 900,000
dividend preference shares to key members of management at EUR 384,544 (2022: Nil) on an arm’s length
basis.
Significant Events after the end of the reporting period
As of December 7
th
, 2023, the Group invested EUR 3.4 million to acquire a 20% stake in APF
International BV, an entity specialising in real estate services in the Netherlands for which 2 of their directors
also serve as independent directors of Fotex Holding. This agreement is effective as of 1 January 2024, as a
result the EUR 3.4 million has been treated as prepayment for the acquisition of investments under Note 7 of
these consolidated financial statements.
On January 30
th
,2024, Fotex established, with the participation of APF International, a new company
“Avenue Building BV”. Fotex owns 76,19%, whilst APF owns 23,81%. On February 24
th
, 2024, Avenue
Building BV signed a sales and purchase agreement to acquire a property in the Netherlands at a purchase
price of Euro 9,197,483.
Significant direct and indirect Shareholders
Gábor Várszegi, Chairman of the Board of Fotex, directly or indirectly controls a part of the voting shares
of Blackburn International Luxembourg S.á.r.l. (“Blackburn Luxembourg”), a Luxembourg company.
Blackburn Luxembourg has a controlling interest in Fotex Holding S.E. As at 31 December 2023 Blackburn
Luxembourg controlled 50.35% (31 December 2022: 50.35%) of Fotex Holding S.E.’s voting shares.
Corporate governance
The Company adopts and applies the Ten Principles of Corporate Governance of the Luxembourg Stock
Exchange (“Ten Principles”). It reviews the Ten Principles on a yearly basis and from time to time shares the
developments with the Luxembourg Stock Exchange as part of a joint follow-up process in order to reduce the
number of exceptions.
On August 10
th
, 2023, the Company updated its Corporate Governance Charter which is disclosed on its
website. Its website is continuously updated to publish the most recent information available, concerning
especially the financial calendar for information purposes, and the management.
With respect to the directors of the Company, members of the Board of Directors possess a mixture of
relevant experience which supports the business model of the Company. More information on this topic,
specifically on the profile of the directors, can be found in the "Management" section of the Company's website
(www.fotex.lu).
7
A majority of the directors consists of directors who are independent in accordance with the detailed list
of criteria described below in "The Board" chapter. Each director has a sufficient level of independence when
carrying out his or her mandate as member of the Board of Directors of the Company.
They are elected by the general assembly of the shareholders of the Company, each of them has a proven
professional track record and is deemed highly skilled in his/her profession. Considering these circumstances,
following their appointment there are no separate induction trainings carried out on behalf of the directors.
With regards to special committees of the Company, due to the investment holding character, the Company
is of the opinion that the number of special committees shall be limited in order to achieve optimal
efficiency. More specifically, the Company does not have a Nomination Committee. It assesses the necessity
of this recommendation, however, given the financial holding nature of the Company, it has been considered
such a committee is not necessary. As such, there are no formal recruitment procedures for the appointment
of directors, this power is exercised by the Board of Directors along with the general assembly of the
shareholders of the Company, for their election.
In addition, no Remuneration Committee has been set-up by the Company. The recommendation is
reviewed by the Company from time to time, however, it is its view that due to the financial holding nature of
the Company, a Remuneration Committee is not required. The power to determine the remuneration of the
members of the Board of Directors is reserved to the shareholders. Accordingly, the Company does not have
a remuneration policy, all remuneration allocated by the Company, more specifically tantiemes allocated to
directors or members of the Audit Committee, are decided upon by the general assembly of the shareholders,
such remuneration in each case representing fixed amounts which do not depend on the performance of the
directors, or the Company itself.
As per the Articles of the Association, the Corporate Governance Charter of the Company and the
applicable laws, the financial reporting, internal control and risk management are monitored by the Audit
Committee of the Company. The rules set out in the Corporate Governance Charter describe the operational
method of the Audit Committee. In the organisational structure of the Company, no internal audit function
exists.
Ordinary shares issued by the Company are listed on the Luxembourg Stock Exchange. Applicable
insider dealing and market manipulation laws prevent anyone with material non-public information about a
company dealing in its shares from committing market manipulations. A detailed Dealing Code does not exist,
however, directors have a duty to report any transactions in the Company's securities to the Company. Such a
report has not been submitted to the Company.
The Group does not have a formal diversity policy in place as all the positions within the Group are
awarded to the candidate whose skills and qualifications meet the requirements of the given position to the
highest extent.
The Board
The Company is managed by a Board of Directors (the “Board”) composed of a minimum of five and a
maximum of eleven members (the “Directors”, each one a “Director”).
The Directors shall be appointed by the General Meeting of shareholders of the Company for a maximum
period which will end at the Annual General Meeting of the Company to take place during the third year
following their appointments. They shall remain in office until their successors are elected. They may be re-
elected and they may be dismissed at any time by the General Meeting, with or without cause.
In the event that one or several positions on the Board become vacant due to death, resignation or any
other cause, the remaining Directors shall select a replacement in accordance with the applicable legal
provisions, in which case this appointment shall be ratified at the next General Meeting of the shareholders of
the Company.
The Board of Directors has been authorized by the shareholders to manage the day-to-day operations of
the Company, as well as to make administrative decisions at the Company.
8
All rights which have not been conferred to the shareholders by the Articles of Association or by the laws
remain the competence of the Board of Directors. The Board may decide paying interim dividends as
prescribed by law. All long-term pay schemes, plans, or incentive programs relating to the employees of the
Company and its subsidiaries, which the Board would like to implement are required to be brought to the
General Meeting of the shareholders before approval.
The remuneration of members of the Board of Directors shall be fixed by the General Meeting. The
Board shall elect a chairman from among its members.
According to the Articles of Association, persons with no legal or financial link to the Company other
than their mandate as Director are considered “independent persons”.
“Independent persons” does not include persons who:
a) are employed by the Company or its subsidiaries at the time of their appointment as a member of
the Board of Directors;
b) carry out remunerated activities for the benefit of the Company or exercise technical, legal or
financial duties within the Company;
c) are shareholders of the Company and directly or indirectly hold at least 30% of the voting rights,
or are related to such a person;
d) receive financial benefits linked to the Company’s activities or profit;
e) have a legal relationship with a non-independent member of the Company in another company in
which the non-independent member has management and supervisory powers.
The Board is composed as follows:
Name:
Position:
Mr. Gábor VÁRSZEGI
Chairman of the Board
Mr. Dávid VÁRSZEGI
Member of the Board
Mr. Wiggert KARREMAN
Member of the Board
Mr. Martijn J. G. WINDELS
Member of the Board
Mr. Alan J. GRIFFITHS
Member of the Board
Mr. Gábor MOCSKONYI
Member of the Board
The Annual General Meeting of the Company held on 17 April 2023 elected the members of the Board
of Directors with a mandate expiring at the Annual General Meeting of shareholders of the Company called
to approve the Company’s consolidated financial statements as at 31 December 2023.
Each member of the Board of Directors is a high-qualified, honest and acclaimed specialist. The
Company publishes the information about the career of the Board of Directors’ members on its website.
The Board of Directors shall be vested with the most extensive powers to manage the affairs of the
Company and to carry out all measures and administrative acts falling within the scope of the corporate
objectives. Any powers not expressly reserved for the General Meeting by the Articles of Association or by
the laws shall fall within the remit of the Board of Directors.
A subsequent General Meeting representing at least 50% of the ordinary shares may establish the limits
and conditions applicable to the authorized capital, within the conditions laid down by the law.
9
In this case, the Board of Directors is authorized and mandated to:
- carry out a capital increase, in one or several stages, by issuing new shares to be paid up either in
cash, via contributions in kind, the transformation of debt or, subject to the approval of the Annual
General Meeting, via the integration of profits or reserves into the capital;
- set the place and date of the issue or of successive issues, the issue price, and the conditions and
procedures for subscribing and paying up the new shares;
- abolish or restrict the preferential subscription rights of shareholders with regard to new shares to be
issued as part of the authorized share capital.
This authorization is valid for a period of five years from the publication date of the authorization deed
and may be renewed by a General Meeting of shareholders for any shares of the authorized capital which have
not been issued by the Board of Directors in the meantime.
Following each capital increase carried out and duly recorded according to the legal formalities, the first
paragraph of the Articles of Association shall be amended in such a way as to reflect the increase carried out;
this amendment shall be recorded in the notarial deed by the Board of Directors or any other authorized person.
Audit Committee
The audit committee of the Company (the “Audit Committee”) shall be composed of a minimum of three
and a maximum of five people.
The members of the Audit Committee shall be appointed by the General Meeting of shareholders of the
Company from the members of the Board deemed to be “independent persons” for a period not exceeding
their respective mandates.
The Audit Committee shall elect a chairman from among its members. The quorum shall be met at Audit
Committee meetings when the members have been validly called to attend and when a minimum of two-thirds
or three of its members are present. All of the Committee’s decisions shall be taken by a simple majority vote.
In the event of a tied vote, the person presiding over the meeting shall have the casting vote. Members of the
audit committee may be re-elected or dismissed at any time by the General Meeting, with or without cause.
The Audit Committee reviews the annual report of the Company, controls and evaluates the operation of the
financial system and provides its tasks in connection with the Auditor of the Company.
The Audit Committee is composed as follows:
- Mr. Alan J. Griffiths (Chairman of the Audit Committee)
- Mr. Martijn J. G. Windels (Member of the Audit Committee)
- Mr. Wiggert Karreman (Member of the Audit Committee)
The Members of the Audit Committee were appointed at the Annual General Meeting held on 17 April
2023. The mandate of the members of the Audit Committee will expire at the Annual General Meeting of
shareholders of the Company called to approve the Company’s annual accounts as at 31 December 2023.
No specific remuneration is attributed to the members of the Audit Committee.
The Company publishes the resolutions after the General Meeting and ensures the shareholders get to
know their content.
Subject to the provisions of the Article 10 of the Articles of Incorporation of the Company, the General
Meeting of shareholders has the broadest powers to order, carry out or ratify measures relating to the
activities of the Company.
10
Rules Governing Amendments to the Articles of Incorporation
Amendments to the Articles of Incorporation are approved by resolution at an Extraordinary General Meeting
of shareholders under the conditions of the law.
Branches of the Company
The Company has no branches.
Climate change
Management has considered climate-related matters in preparing the consolidated financial statements
which may be material with respect to the most significant judgements and estimates that management has
made.
This assessment has concluded that at present, there is no material impact on the business, its assets and
liabilities that are effected . In reaching this conclusion management has considered:
- The exiting of the crystal production business which commenced in 2019 and the following
regeneration of the area occupied by the factory;
- The refurbishment policy of the Group’s investment properties that has been updated to be carbon
neutral;
- The Groups key assets are not located in areas experiencing extreme weather conditions requiring
additional expenditure to secure the asset value;
- There are no liabilities, contingent or otherwise in the Group that need to be recorded as a result of
climate change.
- The Group has started to invest in energy efficiency improvements through the installation of solar
panels at certain properties in Budapest generating 50 kilowatt hours of clean energy. This has
continued into 2024 where the Groups largest property will complete the installation of solar panels
with the capacity to generate 220 kilowatt hours. Further such investments will be made in future
years as the Group focuses on improvements in its overall carbon footprint.
Management continues to monitor the situation and will respond accordingly to events and situations
warranting attention.
War in Ukraine
Management regularly monitors the ongoing situation and any potential impact on its business arising
from the war in Ukraine. As part of this monitoring management considers:
- Compliance with sanctions imposed since the invasion.
- Any financial impact on its tenants and other businesses arising either from sanctions imposed or
business interruption consequences.
- Management tests compliance with these requirements annually.
Based on this, the Board of Directors has concluded that, to the best of its knowledge, it is in
compliance with sanctions imposed and, as yet the Group has not experienced any direct adverse business
effects on the operations of the Group arising from the situation in Ukraine.
11
Other Disclosures
There are no agreements with shareholders which are known to the Company and may result in
restrictions on the transfer of securities or voting rights within the meaning of the 2004/109/EC directive
(transparency directive).
There are no restrictions on the transfer of securities in the Articles of Incorporation of the Company.
There are no securities granting special control right to their holders and there are no restrictions on
voting rights of the ordinary shares.
There are no significant agreements to which the Company is party to and which would take effect, alter
or terminate upon a change of control following a public offering or takeover bid.
There are no agreements between the Company and its Board members or employees providing for
compensation if they resign or are made redundant without valid reason or if their employment ceases because
of a takeover bid.
Own share purchases
The Company operates a share buyback program which is carried out as part of the company deploying
capital into investments it considers to be in the best interest of the company, whilst also offering a floor to
the share price. The program also provides additional liquidity to facilitate, in the best interest of all
shareholders, the smooth trading in the shares.
Future
Prospects
The
comPanY
continues
to
maintain
a stable
and
strong
financial position;
however,
during2023
it
used
up
more
than
half
of its cash
on hand
to settle
all
outstanding
remaining
debt
obligations
ár the
intire
Group.
Ai
suih the
GrouP
is
now
debt free
but
it also
has
significanúy
less
casí available}or
possible
future
investments.
The
GrouP
did
not acquire
any new
major
assets
duting2023
as
we
continue
to
waiifor
better
opportunities
and
face
a.difficult
financing
environment,
As
in
previous
years
the
Group
will
continue
to
develop
companies
to
oPtimize
their
oPerations
especially
in
energy
related
investments
in
our Hungarian
property
pÖrtfolio.
Two
such
minor investments
have
already
been made
in
this
arena
into
solar
power
generation
at
two Group
owned
ProPerties.
The
GrouP
will
use
these investments
to
assess
the effectiveness
and
profitability
of
future
investments
in
this area
during
the course
of 2024.
However
such
future investments
ma}require
laige
amounts
of cash
exPendifures,
but these
are
expected
to
be manageable
and
would
only
be
car.ried
Óut uy ttre
Group
should
these
investment
related
yields
be attractivg
enough
to
wanant
such
cash
ouiluy.,
The negative
effects
of the
COVID-
19
Virus
have
now
fully
vanished
and
have
practically
had
a little
to
no imPact
on the
Group's
income
and results
for
the
past
year.
Our
expectation
is
that
Öovid
related
issues
will
not
have
anY
effect
on the
company
during
2)24.IJnfortlnately,
next
this
positive
development
other negative
factors
will
continue
to cause problems
for
the
Group in2024
ánd
these
will
continue
to have
an impact
on some
of the
GrouP's
tenants.
First
the
war in the
Ukraine
continues
to
cause
a
variety
of issues
such
as
supply
chain
disruPtions
and
the
end
of the
conflict
is far
from
over.
Furthetmore,
the
recent
outbreak
of fighting
in
the middle
east
bY
Israel,
Hamas
and the
Houthis
targeting
shipping
lanes
have
also
created
instability
aná
uncirtainty
during
2023
for
global
commerce.
How long
this
will
lasi
and
its long-term
effects
remain
urr.i.u..
During
2023,
whilst
the
effects
of inflation
were
considered
lower
than
during
most
of 2022,
inflationary
concerns
continue
to be
a
Problem
and, in
some
markets,
inflation
has
begun
to increase
again notably
in
the
Netherlands.
Futthermore,
increases
in
ECB
interest
rates
during
2023-have
made
finaicing projects
and
obtaining
new
loans
not
just
more
costly
and
difficult
but
also
more
iime
consuming
as complianci
related
issues
hamPer
all comPanies
trying
to obtain
bank
financing.
All
these
effects
togeth".
.uy result
in
certain
tenants
needing
lease
discounts
or
other
financial
support
in the
form
of free
months
during
zózq.
Ttlis
in tum
may
also
result
in the
Group
losing
some
of
its cunent
income
but
will enable
us to
ensure
that
vacancies
continue
to
remain
low.
These
effects
will
of
course
not impact
the
Group
as
a
going
concern
as
it continues
to
be
profitable
and
has a very
§trong
and
positive
cash
flow.
FinallY,
it is
exPected
that
due to
a combination
of all
the
aforementioned
factors,
tourism
will continue
to
significantlY
underPerform
during
2024
and
spending
and
increased
unemployment
will most
likely
also
cause
fuither
economic
Pressure
for
several
countries
as
during
the
Covid
panaemló
years;
this in
tum
may lead
to a
global
slowdown
and
even
a
possible
recession
in
2024
and
will
also
be
probleÁatic
for the
Group
when trying
to find
new
tenants
and
extending
existing
leases,
The
GrouP
will continue
to
monitor
all
these
interrelated
issues
and
will
make
all the
necessary
investments
into
technologY
to minimize
the
effects
upon
our
operations.
Of
course,
the
long-term
effects
Óf
the
current
situation
are still
uncertain
but from
an economic
standpoint,
we
still
expect
mediuáto
long
term
consumer
habit
trends
to eventually
to
normalize
and
the
Group
will
adapt
its
strategy
accordingly.
Bas-ed
on these
facts
we
continue
to maintain
the
expectation
of challenging
times
for
tenant
as
Úeil
as finding
new
tenants
will
continue
to
be issues
for
the
Group
dlring2024,
but manageable
from
an
operational
standpoint.
March
7th 2024,
Luxembourg
"-,"h,F
l2
Fotex
Holding
S.E.Chairman
of
the
Board
Management
Rcsponslblllty
Statemcnt
We
confinn
that
to
the
best
of
our knowledge, the consolidated financial
statemenls as
of 3l Dcccrnber
2023
have
been
preparcd
in accordance with
lntcrnational Financial Repolting Standards
as adopted
by the
European
Uuion
and
give
a true ancl
t'air
view of
the assets,
liabilities,
frnancial
position
and
plofit
ol
loss of Fotex
llolding
S.E.
and
its
subsidiaries
included in
the
comolidation
taken
as
a whole. In addition,
the
management
report
includes a
fair revicw of
thc development
and
pclforrnance
of thc
business and thc
position
of
liotex Holding
S.li.
ald
its subsidiaries
included
in the
consolidulion
taken as a whole,
together with u
desoription
of the
principal
risks and uncertainties
that
thcy
fhce.
Maroh 7'h
2024,
Luxembourg
(lh*innan
ol
tlrc lloarcl of l)ircctors
Cribor
VAI{SZB(il
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
To the Shareholders of
Fotex Holding S.E.
28, avenue Pasteur
L-2310 Luxembourg
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Fotex Holding S.E. and its subsidiaries
(the “Group”), which comprise the consolidated statement of financial position as at
31 December 2023, and the consolidated statement of profit or loss, consolidated statement of
comprehensive income, consolidated statement of changes in equity and consolidated statement
of cash flows for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information and other explanatory information.
In our opinion, the accompanying consolidated financial statements give a true and fair view of
the consolidated financial position of the Group as at 31 December 2023, and of its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance
with IFRS Accounting Standards as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July
2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing
(“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier”
(“CSSF”). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and
ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of
“réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements » section
of our report. We are also independent of the Group in accordance with the International Code
of Ethics for Professional Accountants, including International Independence Standards, issued by
the International Ethics Standards Board for Accountants (IESBA Code) as adopted for
Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of
the consolidated financial statements, and have fulfilled our other ethical responsibilities under
those ethical requirements. 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 consolidated financial statements of the current period. These
matters were addressed in the context of the audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Fair Value of Investment Properties
a) Why the matter was considered to be one of most significant in the audit?
We refer to the Material accounting policies 3. “Investment properties”, 4. Material Accounting
Judgements, Estimates and Assumptions”, and Note 10. Investment Properties”, in the
consolidated financial statements of Fotex Holding S.E.
As at 31 December 2023, the Group held a portfolio of investment properties with a carrying
amount of EUR 132,219,565 (2022: EUR 129,855,321) and respective fair value of EUR
299,002,371 (2022: EUR 331,498,130). The Group’s investment properties are comprised of Dutch
commercial properties and Hungarian commercial properties.
In accordance with the Group’s accounting policy, subsequent to the initial recognition the
investment properties are carried at cost and depreciated systematically, except for land, over
their useful economic life. The Group determines and presents in Note 10. the fair value of its
investment properties in accordance with the provisions of IAS 40.79 (e).
Determining the fair value of investment properties is complex and incorporates numerous
assumptions and parameters (notably yields, estimated market rents, discount and capitalization
rates) relevant to measurement that involve considerable estimation uncertainties and
judgment.
The significance of the estimates and judgments involved, together with the fact that only a
small percentage difference in individual investment property valuation, when aggregated, could
result in a material misstatement in the note disclosure, warrants specific audit focus in this
area.
b) How the matter was addressed during the audit?
Our audit procedures over the fair value of Investment Properties as disclosed in Note 10. of the
consolidated financial statements included, but were not limited to:
We assessed that the valuation techniques applied are appropriate in the context of the
applicable financial reporting framework (IFRS Accounting Standards as adopted by the
European Union) and applied consistently.
Where an external appraiser has been used, we have evaluated the competence,
capabilities and objectivity of the external appraiser and read the terms of engagement
to determine whether there were any matters that might have affected the objectivity
or limited the scope of work of the external appraiser.
For a sample of investment properties, we reconciled the inputs (such as actual rents
with current tenancy schedules) used in the valuation models with the respective lease
agreements and other relevant documentation.
We involved our own valuation expert and considered the appropriateness and
consistency of the assumptions used by management or the external appraiser in the
valuation models by benchmarking the key assumptions and parameters used for
measurement, such as yield, estimated market rents, discount and capitalization rate,
and any planned refurbishment costs to comparable market data for a sample of
investment properties.
Further we assessed the adequacy and completeness of the disclosures of investment
properties in the notes to the consolidated financial statements, pursuant to IAS 40.75
and IAS 40.79 and IFRS 13.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Other information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the consolidated management report and the Corporate Governance
Statement but does not include the consolidated financial statements and our report of the
réviseur d’entreprises agréé” thereon.
Our opinion on the 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 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 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 this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the
Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the
consolidated financial statements in accordance with IFRS Accounting Standards as adopted by
the European Union, and for such internal control as the Board of Directors determines is
necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
The Board of Directors is responsible for presenting the consolidated financial statements in
compliance with the requirements set out in the Delegated Regulation 2019/815 on European
Single Electronic Format (“ESEF Regulation”).
In preparing the consolidated financial statements, the Board of Directors is responsible for
assessing 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 Group or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting
process.
Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated
Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue a report of “réviseur d’entreprises agréé” that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as
adopted for Luxembourg by the CSSF 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 consolidated financial statements.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Our responsibility is to assess whether the consolidated financial statements have been prepared
in all material respects with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the 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 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 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 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 report of “réviseur
d’entreprises agréé to the related disclosures in the 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 report of
réviseur d’entreprises agréé”. However, future events or conditions may cause the
Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of
the entities and business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision
and performance of the Group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
report unless law or regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the
Shareholders on 17 April 2023 and the duration of our uninterrupted engagement, including
previous renewals and reappointments, is four years.
The consolidated management report is consistent with the consolidated financial statements
and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the consolidated management report. The
information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December
2002 on the commercial and companies register and on the accounting records and annual
accounts of undertakings, as amended, is consistent with the consolidated financial statements
and has been prepared in accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit
committee or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation 537/2014
were not provided and that we remained independent of the Group in conducting the audit.
We have checked the compliance of the consolidated financial statements of the Group as at 31
December 2023 with relevant statutory requirements set out in the ESEF Regulation that are
applicable to financial statements.
For the Group it relates to:
Consolidated financial statements prepared in a valid xHTML format;
The XBRL markup of the consolidated financial statements using the core taxonomy and
the common rules on markups specified in in the ESEF Regulation.
In our opinion, the consolidated financial statements of Fotex Holding S.E. as at 31 December
2023, have been prepared, in all material respects, in compliance with the requirements laid
down in the ESEF Regulation.
Luxembourg, 11 March 2024
BDO Audit
Cabinet de révision agréé
represented by
Christoph Schmitt
19
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Financial Position
Figures in EUR
Note
31 December 2023
31 December 2022
EUR
EUR
5
42,874,890
83,656,881
6
1,328,628
808,641
7
10,724,550
4,543,727
8
3,907,066
3,997,154
58,835,134
93,006,403
9
3,014,084
6,784,312
10
132,219,565
129,855,321
17
422,891
330,319
11
916,656
1,620,183
6
3,131,199
3,054,705
12
7,685,794
7,685,794
147,390,189
149,330,634
206,225,323
242,337,037
16
-
47,036,021
13
11,039,418
8,706,560
11,039,418
55,742,581
13
3,801,822
3,083,691
17
3,526,368
5,563,120
7,328,190
8,646,811
14
30,543,933
30,543,933
25,495,008
25,495,008
183,723,805
174,960,731
(6,899,107)
(8,592,511)
(44,475,740)
14
(45,020,522)
187,843,117
177,931,421
14,598
16,224
187,857,715
177,947,645
206,225,323
242,337,037
The accompanying notes on pages 25 to 65 form an integral part of these consolidated financial
statements.
20
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Profit or Loss
Figures in EUR
Note
2023
2022
EUR
EUR
Revenue
18, 19
40,258,136
33,366,480
Cost of sales
(641,987)
(598,700)
Gross Profit
39,616,149
32,767,780
Operating expenses and gain
15
(28,646,809)
(21,834,645)
Gain/Loss on disposal of subsidiary
undertakings
(202,861)
-
Operating profit
10,766,479
10,933,135
Interest income
551,060
231
Interest expenses
16
(272,088)
(1,438,591)
Income before income tax
11,045,451
9,494,775
Income tax expense
17
(2,282,377)
(1,549,143)
Net income
8,763,074
7,945,632
Attributable to:
Equity holders of the parent company
8,763,074
7,945,632
Non-controlling interests
-
-
Net income
8,763,074
7,945,632
Basic earnings per share
22
0.20
0.19
Diluted earnings per share
22
0.20
0.19
.
The accompanying notes on pages 25 to 65 form an integral part of these consolidated financial statements.
21
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Comprehensive Income
Figures in EUR
Note
2023
2022
EUR
EUR
Net income
8,763,074
7,945,632
Other comprehensive income:
1,693,404
(3,089,782)
Total comprehensive income/ (loss)
10,456,478
4,855,850
Attributable to:
Equity holders of the parent company
10,456,478
4,855,850
Non-controlling interests
-
-
10,456,478
4,855,850
Other comprehensive income is the Exchange gain/(loss) on translation of foreign operations which will
be subsequently reclassified to profit or loss on the disposal of the relevant foreign operations.
The accompanying notes on pages 25 to 65 form an integral part of these consolidated financial statements.
22
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Changes in Equity
Figures in EUR
for the year ended 31 December 2023
Issued
Capital
Additional
Paid-in
Capital
Retained
Earnings
Translation
Difference
Treasury
Shares
Total
Non-
controlling
interests
Total Equity
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
1 January 2023
30,543,933
25,495,008
174,960,731
(8,592,511)
(44,475,740)
177,931,421
16,224
177,947,645
Net income 2023
-
-
8,763,074
-
-
8,763,074
-
8,763,074
Other comprehensive income
-
-
-
1,693,404
-
1,693,404
-
1,693,404
Total comprehensive income
-
-
8,763,074
1,693,404
-
10,456,478
-
10,456,478
Purchase of treasury shares
(note 14)
-
-
-
-
(929,326)
(929,326)
-
(929,326)
Sale of preference shares to
management. (note 15)
-
-
-
-
384,544
384,544
-
384,544
Purchase from minority
shareholders
-
-
-
-
-
-
(1,626)
(1,626)
31 December 2023
30,543,933
25,495,008
183,723,805
(6,899,107)
(45,020,522)
187,843,117
14,598
187,857,715
The accompanying notes on pages 25 to 65 form an integral part of these consolidated financial statements.
23
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Changes in Equity
Figures in EUR
for the year ended 31 December 2022
Issued
Capital
Additional
Paid-in
Capital
Retained
Earnings
Translation
Difference
Treasury
Shares
Total
Non-
controlling
interests
Total Equity
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
1 January 2022
30,543,933
25,495,008
167,015,099
(5,502,729)
(43,569,317)
173,981,994
14,598
173,996,592
Net income 2022
-
-
7,945,632
-
-
7,945,632
-
7,945,632
Other comprehensive income
-
-
-
(3,089,782)
-
(3,089,782)
-
(3,089,782)
Total comprehensive income
-
-
7,945,632
(3,089,782)
-
4,855,850
-
4,855,850
Purchase of treasury shares
(note 14)
-
-
-
-
(906,423)
(906,423)
-
(906,423)
Purchase from Minority
shareholders
-
-
-
-
-
-
1,626
1,626
31 December 2022
30,543,933
25,495,008
174,960,731
(8,592,511)
(44,475,740)
177,931,421
16,224
177,947,645
The accompanying notes on pages 25 to 65 form an integral part of these consolidated financial statements.
24
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Cash Flows
Figures in EUR
Note
2023
2022
EUR
EUR
Cash flows from operating activities:
Income before income taxes
11,045,451
9,494,775
Depreciation and amortisation
9, 10
6,711,640
5,240,452
Scrapped/written down fixed assets
433,499
-
Scrapped/written down inventories
99,521
-
Scrapped/written down intangibles
910,912
-
Loss/(gain) on disposals of fixed assets and investment properties
9, 10
(52,438)
-
Loss/(gain) on disposals of subsidiary undertakings
202,861
-
Interest income
(551,060)
(231)
Effect of spread of rental related incentives and allowance
-
45,688
Interest expenses
16
272,088
1,438,591
Changes in working capital:
Accounts receivable and prepayments
(3,469,876)
229,050
Inventories
(9,433)
(205,832)
Accounts payable and other liabilities
1,405,036
(889,671)
Cash generated from operations
16,998,201
15,352,822
Income tax paid
(2,673,177)
(2,704,005)
Net cash flow from operating activities
14,325,024
12,648,817
Cash flows from investing activities:
Acquisition of investment properties
10
(5,436,630)
(32,890,505)
Acquisition of tangible and intangible assets
9
(241,909)
(2,237,074)
Cash proceeds from disposal of tangible fixed assets
154,162
-
Prepayment for investment acquisition
7
(3,400,000)
-
Other changes of tangible and intangible assets
9
(1,626)
1,626
Interest received
551,060
231
Net cash flow provided by investing activities
(8,374,943)
(35,125,722)
Cash flows from financing activities:
Interest paid
(272,088)
(886,603)
Repayments of loan received
16
(47,036,021)
(1,400,000)
Purchase of treasury shares
14
(929,326)
(906,423)
Sale of preference shares to management
14
384,544
-
Change in other long term liabilities
-
41,743
Net cash flow from financing activities
(47,852,891)
(3,151,283)
Change in cash and cash equivalents
(41,902,810)
(25,628,188)
Cash and cash equivalents at beginning of the year
5
83,656,881
110,417,472
Effect of foreign currency translation
1,120,819
(1,132,403)
Cash and cash equivalents at end of the year
5
42,874,890
83,656,881
The accompanying notes on pages 25 to 65 form an integral part of these consolidated financial
statements.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
25
1. General
Fotex Holding S.E. (“Fotex” or the “Company”), is a European public limited company (société
européenne) regulated under the laws of the Grand Duchy of Luxembourg.
The Company is primarily the holding company of a group of subsidiaries (Fotex and its subsidiaries,
hereafter the “Group”) incorporated in Luxembourg, the Netherlands and Hungary and engaged in a
variety of property management, manufacturing, retailing and other activities.
Fotex Holding S.E. is the parent of the Group. Except for Upington Investments S.à r.l., which is
registered in Luxembourg, and Fotex Netherlands B.V., FN2 B.V., FN3 B.V., FN5 B.V. and Long Term
CRE Fund B.V. which are registered in the Netherlands, all subsidiaries of the Group are registered and
operate in Hungary.
The Group’s principal place of business is Luxembourg, the Netherlands and Hungary.
There has been no change in the name of the reporting entity from the end of the preceding reporting
period.
The Parent company of the group is Blackburn International S.à.r.l. The ultimate Parent company of the
group is also Blackburn International S.à.r.l.
The Company’s registered address is 28, avenue Pasteur, L-2310 Luxembourg, Luxembourg.
The ownership of consolidated subsidiaries, after considering indirect shareholdings, is:
Subsidiaries
Principal Activities
Ownership (%)
Registered Address
31/12/2023
31/12/2022
Ajka Kristály
Üvegipari Kft.
Crystal manufacturing
and retail
100.00
100.00
4 Alkotmány utca, 8400 Ajka,
Hungary
Fotex Netherlands
B.V.
Property management
100.00
100.00
13 Sarphatlkade, WV1017
Amsterdam, Netherland
FN2 B.V.
Property management
100.00
100.00
13 Sarphatlkade, WV1017
Amsterdam, Netherland
FN3 B.V.
Property management
100.00
100.00
13 Sarphatlkade, WV1017
Amsterdam, Netherland
FN5 B.V.
Property management
100.00
100.00
13 Sarphatlkade, WV1017
Amsterdam, Netherland
Fotexnet Kft.
Internet retail and other
services
100.00
100.00
1 Palatinus. út, 1025 Budapest,
Hungary
Hungaroton Music
Zrt.
Music archive
99.21
99.21
45-49 Reitter Ferenc utca, 1135
Budapest, Hungary
Keringatlan Kft.
Property management
99.99
99.99
1 Palatinus. út, 1025 Budapest,
Hungary
Long Term CRE
Fund B.V.
Property management
100.00
100.00
13 Sarphatlkade, WV1017
Amsterdam, Netherland
Sigma Kft.
Property services
100.00
100.00
12 Nagy J. utca, 1126 Budapest,
Hungary
Székhely 2007 Kft.
Property services
99.27
99.27
1 Palatinus. út, 1025 Budapest,
Hungary
Arany Juhár
Időstthon Kft
Property management
-
99.90
Agárd-Gárdonyi utca 98. 2484
Gárdony, Hungary
Upington
Investments S.à r.l.
Investment holding
100.00
100.00
28 avenue Pasteur, L-2310
Luxembourg, Luxembourg
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
26
1. General (continued)
In June 2021, Fotex established a new group company Arany Juhár Időstthon Kft. The purpose of the company
was to run a retirement home for third party customers using a property owned by the Group. During the year
management ended this activity, and transferred the purpose built properties to Keringatlan Kft as of December
31st at a value of EUR 2,569,100 after having recognised an impairment charge of EUR 715,505 being the
market value at the date of transfer. In early December 2023, the Board of directors approved the decision to
commence the liquidation of Arany Juhár Idősotthon Kft. As a result, the company has been excluded from
the Group as of December 31st, 2023.
2. Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU. The consolidated financial statements have been prepared
on a going concern basis.
The consolidated financial statements have been prepared on a historical cost basis. The accounting
policies have been consistently applied by the Group and are consistent with those used in the previous year.
The consolidated financial statements are presented in EUR, except where otherwise indicated.
The Consolidated financial statements of Fotex for the year ended December 31
st
, 2023 were authorized
for issue by the Board of Directors on March 7
th
, 2024.
Statement of compliance
The subsidiaries of the Group maintain their official accounting records and prepare their individual
financial statements in accordance with the accounting regulations of their country of registration. The
accompanying consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the EU. IFRS comprise standards and interpretations
approved by the International Accounting Standards Board (“IASB”) and the International Financial Reporting
Interpretations Committee (“IFRIC”) as endorsed by the EU.
Effective 1 January 2005, the Group prepares its consolidated financial statements in accordance with
IFRS as adopted by the EU. At 31 December 2023 there is no difference in the policies applied by the Group
between IFRS and IFRS that have been adopted by the EU, except if mentioned otherwise. The Group adopted
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from 1 January
2023 (see Note 4 for more details).
As a result of Fotex’s transformation to an S.E. (Societas Europaea) from 1 January 2009, Fotex Holding
S.E. became a European public limited company. Fotex moved its registered office to Luxembourg and is
regulated under the laws of the Grand Duchy of Luxembourg. The reporting currency of the consolidated
financial statements changed to EUR.
New standards, interpretations and amendments adopted from 1 January 2023
The following amendments are effective for the period beginning 1 January 2023:
• IFRS 17 Insurance Contracts;
• Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and
IFRS Practice Statement 2 Making Materiality Judgements);
• Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors);
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
27
2. Basis of preparation (continued)
New standards, interpretations and amendments adopted from 1 January 2023
(continued)
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12
Income Taxes); and
• International Tax Reform Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) (effective
immediately upon the issue of the amendments and retrospectively).
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods
beginning on or after 1 January 2023. See the applicable notes for further details on how the amendments
affected the Group.
IFRS 17 Insurance Contracts
IFRS 17 was issued by the IASB in 2017 and replaces IFRS 4 for annual reporting period beginning on
or after 1 January 2023.
These amendments have no effect on the Consolidated financial statements of the Group.
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS
Practice Statement 2 Making Materiality Judgements)
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The
amendments aim to make accounting policy disclosures more informative by replacing the requirement to
disclose ‘significant accounting policies’ with ‘material accounting policy information’. The amendments also
provide guidance under what circumstance, the accounting policy information is likely to be considered
material and therefore requiring disclosure.
These amendments have no effect on the measurement or presentation of any items in the Consolidated
financial statements of the Group but affect the disclosure of accounting policies of the Group. Management
reviewed the accounting policies and made updates to the information disclosed in Note 4 Material accounting
policies (2022: Significant accounting policies) in certain instances in line with the amendments.
Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, Changes in Accounting
Estimates and Errors)
The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of
a change in an input or measurement technique are changes in accounting estimates, unless resulting from the
correction of prior period errors. These amendments clarify how entities make the distinction between changes
in accounting estimate, changes in accounting policy and prior period errors.
These amendments had no effect on the Consolidated financial statements of the Group.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12
Income Taxes)
In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition
exemption applies to certain transactions that result in both an asset and a liability being recognised
simultaneously (e.g. a lease in the scope of IFRS 16). The amendments introduce an additional criterion for
the initial recognition exemption, whereby the exemption does not apply to the initial recognition of an asset
or liability which at the time of the transaction, gives rise to equal taxable and deductible temporary
differences.
These amendments had no effect on the Consolidated financial statements of the Group.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
28
2. Basis of preparation (continued)
New standards, interpretations and amendments adopted from 1 January 2023
(continued)
International Tax Reform Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) In December
2021, the Organisation for Economic Co-operation and Development (OECD) released a draft legislative
framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the
framework is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax
obligations in corporate structures. In March 2022, the OECD released detailed technical guidance on Pillar
Two of the rules.
Stakeholders raised concerns with the IASB about the potential implications on income tax accounting,
especially accounting for deferred taxes, arising from the Pillar Two model rules. The IASB issued the final
Amendments (the Amendments) International Tax Reform Pillar Two Model Rules, in response to
stakeholder concerns on 23 May 2023.
The Amendments introduce a mandatory exception to entities from the recognition and disclosure of
information about deferred tax assets and liabilities related to Pillar Two model rules. The exception is
effective immediately and retrospectively. The Amendments also provide for additional disclosure
requirements with respect to an entity’s exposure to Pillar Two income taxes.
The Board of Directors has determined that the Group is not within the scope of OECD’s Pillar Two
Model Rules and the exception to the recognition and disclosure of information about deferred tax assets and
liabilities related to Pillar Two income taxes is not applicable to the Group.
New standards, interpretations, and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued
by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2024:
• Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases);
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of
Financial Statements);
Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements);
and
Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7
Financial Instruments: Disclosures)
The following amendments are effective for the period beginning 1 January 2025:
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
The Group is currently assessing the impact of these new accounting standards and amendments. The
Group does not believe that the amendments to IAS 1 will have a significant impact on the classification of
its liabilities.
The Group does not expect any other standards issued by the IASB, but are yet to be effective, to have a
material impact on the Group.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
29
3. Material Accounting Policies
Basis of consolidation
The consolidated financial statements comprise the financial statements of Fotex and its subsidiaries as
at 31 December 2023. Control is achieved when Fotex is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, Fotex controls an investee if, and only if, it has:
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee)
Exposure, or rights, to variable returns from its involvement with the investee
The ability to use its power over the investee to affect its returns
When Fotex has less than a majority of the voting or similar rights of an investee, Fotex considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual arrangements
Fotex’s voting rights and potential voting rights
Fotex reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when Fotex
obtains control over the subsidiary and ceases when Fotex loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated
financial statements from the date Fotex gains control until the date when Fotex ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with Fotex’s accounting policies. All intra-group assets
and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group
are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If Fotex loses control over a subsidiary, it:
Derecognises the assets (including goodwill) and liabilities of the subsidiary
Derecognises the carrying amount of any non-controlling interests
Derecognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or deficit in profit or loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or
retained earnings, as appropriate, as would be required if the Group had directly disposed of the
related assets or liabilities
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
30
3. Material Accounting Policies (continued)
Foreign currency translation
The functional currency of the Group’s subsidiaries included in the consolidation is the Hungarian Forint
(“HUF”) except for the subsidiaries outside of Hungary, whose functional currency is EUR. Considering
that the presentation currency is EUR, it is necessary to convert the elements of statement of financial position
and income statement of subsidiaries from HUF to EUR.
Assets and liabilities have been converted to EUR using the MNB (Hungarian National Bank) FX rate
as at 31 December 2023: 382.78 HUF/EUR (31 December 2022: 400.25). The profit or loss statement is
converted to EUR using the Hungarian National Bank average FX rate of HUF/EUR 381.95 (31 December
2022 HUF/EUR 391.33. The exchange difference in translation of foreign operations is shown in the other
comprehensive income.
Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency. Transactions in foreign currencies are
initially recorded in the functional currency translated at the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency
rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-
monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined. Any goodwill arising on the acquisition of a foreign operation and any
fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as
assets and liabilities of the foreign operation and translated at the closing rate.
Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at bank and on hand
and short-term deposits with an original maturity of three months or less. Cash and cash equivalents comprise
cash on hand, deposits held at call with banks, investments in marketable securities that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and
short-term deposits as defined above.
Inventories
Inventories are valued at the lower of cost or net realisable value on a weighted average basis after making
allowance for any obsolete or slow-moving items.
Materials and merchandise goods are valued at purchase cost on a weighted average basis. Purchase costs
include purchase price, trade discounts, unrecoverable taxes, transport and other cost which are directly
attributable to purchase of the raw materials and merchandising goods.
The value of work in progress and finished goods includes cost of direct materials and labour and a
proportion of overheads in manufacturing subsidiaries but excludes borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and the estimated costs necessary to make the sale.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
31
3. Material Accounting Policies (continued)
Revenue from contracts with customers (continued)
Sale of goods
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised
good or service (i.e. an asset) to a customer. An asset is transferred when the customer obtains control of that
asset. Revenue is measured at fair value of consideration received or receivable. The revenues represent sales
at invoiced amounts net of value added tax and discounts. The revenue from selling of goods is generated
mainly by selling crystal and glass products, and other consumer products. The Group satisfies its performance
obligations upon deliveries of such goods. The contracts with customers do not contain any financing
components and the consideration does not contain any variable part.
Service charges and expenses recoverable from tenants
Income arising from expenses indirectly recharged to tenants is recognised in the period in which the
expense can be contractually recovered and at fair value of consideration received or receivable. Service
charges and other such receipts are included gross of the related costs in revenue, as the directors consider that
the Group acts as principal in this respect. The Group satisfies its performance obligations over the related
period of the services. The contracts with customers do not contain any financing components and the
consideration does not contain any variable part.
When an entity that is a principal satisfies a performance obligation, the entity recognises revenue in the
gross amount of consideration to which it expects to be entitled in exchange for the specified good or service
transferred. When an entity that is an agent satisfies a performance obligation, the entity recognises revenue
in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the
specified goods or services to be provided by the other party. An entity’s fee or commission might be the net
amount of consideration that the entity retains after paying the other party the consideration received in
exchange for the goods or services to be provided by that party. Income arising from expenses directly
recharged to tenants is recognised net of the related costs, as the management consider that the Group acts as
agent in such cases.
Ancillary mall revenue
Revenue is measured at fair value of consideration received or receivable. The revenues represent sales
at invoiced amounts net of value added taxes and discounts. The ancillary revenue arising from operating of
shopping malls refers to the revenue generated from cinema ticket and sundry food and beverage sales, as well
as revenue generated from operating a fitness centre and similar services.
The Group satisfies its performance obligations upon the provision of the service associated with the
service being delivered i.e. presentation of the film shown, entrance and use of the fitness facilities. The
contracts with customers do not contain any financing components and the consideration does not contain any
variable part.
Revenue is recognised at the time of the provision of the service.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
32
3. Material Accounting Policies (continued)
Revenue from contracts with customers (continued)
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer.
If the Group performs by transferring goods or services to a customer before the customer pays consideration
or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Trade receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only
the passage of time is required before payment of the consideration is due).
The Group continuously monitors the collection of its receivables and takes early actions in case of delays
in payments. As a result, the volume of overdue receivables is very low, less than 1 % of the invoiced revenues.
In case of a major delay, the Group evaluates the collectability of receivables individually and accounts for
write-off to the necessary level, on a case-by-case basis. Following these actions, the Group considers the
residual risk of non-payment as insignificant, therefore the nominal value of the non-impaired receivables is
considered as fair value. The Group evaluates the payment trends annually.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Group transfers goods or services to the customer, a contract liability is recognised
when the payment is made. Contract liabilities are recognised as revenue when the Group performs under the
contract.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. The following specific recognition criteria for rental income must
also be met before revenue is recognised:
Rental income receivable from operating leases less the Group’s initial direct costs of entering into the
leases is recognised on a straight-line basis over the term of the lease. Incentives for lessees to enter into lease
agreements are spread evenly over the lease term, even if the payments are not made on such a basis. The lease
term is the non cancellable period of the lease together with any further term for which the tenant has the
option to continue the lease, where, at the inception of the lease, the directors are reasonably certain that the
tenant will exercise that option. Amounts received from tenants to terminate leases or to compensate for
dilapidations are recognised in the income statement when they arise.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
33
3. Material Accounting Policies (continued)
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Management uses judgements during initial recognition, subsequent measurement, amortisation,
impairment and de-recognition of financial instruments. Management’s judgements that have the most
significant effect on the financial statements are disclosed below in each sub-section in detail.
Fair value of financial instruments
The fair value of financial instruments that are actively traded in organised financial markets is
determined by reference to quoted market bid prices at the close of business on the balance sheet date. For
financial instruments where there is no active market, fair value is determined using valuation techniques.
Such techniques may include using recent arm's length market transactions; reference to the current fair
value of another instrument that is substantially the same; discounted cash flow analysis or other valuation
models.
Amortised cost of financial instruments
Amortised cost is computed using the effective interest method less any allowance for impairment and
principal repayment or reduction. The calculation takes into account any premium or discount on acquisition
and includes transaction costs and fees that are an integral part of the effective interest rate.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair
value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception of certain
trade receivables, the Group initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI,
it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets
in order to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
34
3. Material Accounting Policies (continued)
Financial instruments (continued)
Subsequent measurement
Under IFRS 9, debt financial instruments are subsequently measured at fair value through profit or loss
(FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is
based on two criteria: the Group’s business model for managing the assets; and whether the instruments’
contractual cash flows represent ‘solely payments of principal and interest’ on the principal amount
outstanding (the ‘SPPI criterion’).
The classification and measurement of the Group’s financial assets are, as follows:
Debt instruments at amortised cost for financial assets that are held within a business model
with the objective to hold the financial assets in order to collect contractual cash flows that meet
the SPPI criterion. This category includes the Group’s Trade and other receivables (including
mainly tax receivables) and other financial assets (both current and non-current, including
mainly deposits received from tenants).
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position)
when:
The rights to receive cash flows from the asset have expired; or
The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-
through arrangement and has neither transferred nor retained substantially all the risks and rewards of the asset
nor transferred control of the asset, a new asset is recognised to the extent of the Group's continuing
involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset
is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration
that the Group could be required to repay. When continuing involvement takes the form of a written and/or
purchased option (including a cash settled option or similar provision) on the transferred asset, the extent of
the Group's continuing involvement is the amount of the transferred asset that the Group may repurchase,
except that in the case of a written put option (including a cash settled option or similar provision) on an asset
measured at fair value, the extent of the Group's continuing involvement is limited to the lower of the fair
value of the transferred asset and the option exercise price.
Impairment of financial assets.
IFRS 9 requires the Group to record an allowance for expected credit loss (ECL) for all loans and other debt
financial assets not held at FVPL.
ECLs are based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Group expects to receive. The shortfall is then discounted at an approximation
to the asset’s original effective interest rate.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
35
3. Material Accounting Policies (continued)
Financial instruments (continued)
For Contract assets and Trade and other receivables, the Group has applied the standard’s simplified
approach and has calculated ECLs based on lifetime expected credit losses. The Group has established a
provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
For other debt financial assets (i.e., loans and debt securities at FVOCI), the ECL is based on the 12-
month ECL. The 12-month ECL is the portion of lifetime ECLs that results from default events on a financial
instrument that are possible within 12 months after the reporting date. However, when there has been a
significant increase in credit risk since origination, the allowance will be based on the lifetime ECL.
The Group considers a financial asset in default when contractual payment are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Group.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition.
Financial liabilities are recognised initially at fair value and in the case of loans and borrowings, include
directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank
overdrafts.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing
in the near term. This category also includes derivative financial instruments entered into by the Group that
are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded
derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at
the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated
any financial liability as at fair value through profit or loss.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
36
3. Material Accounting Policies (continued)
Financial instruments (continued)
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost using effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities
are derecognised as well as through the EIR amortisation process.
This category generally applies to interest-bearing loans and borrowings. For more information, refer to
Note 16.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in the statement of profit or loss.
Property, plant and equipment
Property, plant and equipment is stated at purchase price or production cost less accumulated depreciation
and impairment losses, if any. Production costs for self-constructed assets include the cost of materials, direct
labour and an appropriate proportion of production overheads. Replacements and improvements, which
prolong the useful life or significantly improve the condition of the asset are capitalised. Maintenance and
repairs are recognised as an expense in the period in which they are incurred.
Land is not depreciated.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
Years
Buildings
50
Plant and equipment
7-12.5
Vehicles
5
Computer equipment
3
The cost of properties retired or otherwise disposed of, together with the accumulated depreciation
provided thereon, is eliminated from the accounts. The net gain or loss is recognised as other operating income
or expense.
The carrying amounts of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable. If such an indication exists
and where the carrying value exceeds the recoverable amount, the assets or cash generating units are written
down to their recoverable amount. The recoverable amount of property, plant and equipment is the higher of
fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. For an asset that does not generate largely independent
cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
Impairment losses are recognised in the income statement as an operating expense.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
37
3. Material Accounting Policies (continued)
Property, plant and equipment (continued)
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on de-recognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the
item) is included in the income statement in the year the item is derecognised.
The asset’s residual values, useful lives and methods of depreciation are reviewed and adjusted if
appropriate, at each financial year-end.
Investment properties
Investment properties are measured initially at cost, including transaction costs. The carrying amount
includes the cost of replacing part of an existing investment property at the time that the cost is incurred if the
recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property.
Subsequent to initial recognition under the cost model assets are recognised at cost and depreciated
systematically over their useful economic life. Land is not depreciated.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
Years
Buildings and investment properties in Hungary
Buildings and investment properties in the Netherlands
20
30
Investment properties are derecognised when either they have been disposed of or when the investment
property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
Any gains or losses on the retirement or disposal of an investment property are recognised in the income
statement in the year of retirement or disposal.
The carrying amounts are reviewed also when events or changes in circumstances indicate that the
carrying value may not be recoverable. If such an indication exists and where the carrying value exceeds the
recoverable amount, the assets or cash generating units are written down to their recoverable amount. The fair
value of investment properties is assessed using the market comparable or the discounted cash flow method.
Impairment losses are recognised in the income statement as an operating expense. The carrying amounts of
investment properties are reviewed for impairment based on the fair values of the individual assets determined
by an external valuation process. Impairment is accounted for if the fair value of an asset is lower than the
carrying amount. Transfers are made to investment properties when, and only when, there is a change in use,
evidenced by the end of owner occupation, commencement of an operating lease to another party or
completion of construction or development. Transfers are made from investment properties when, and only
when, there is a change in use, evidenced by commencement of owner occupation or commencement of
development with a view to sale.
Upon every acquisition of investment property, the Company determines the individual components that
have different useful lives and thus are depreciated separately. The Company determined so far two key
components: land which is not depreciated and the buildings that are depreciated over 20 to 30 years. Upon
acquisition, the Company investigates if a further separation of components is necessary. The basis of this
investigation is the physical status of the building and its built-in equipment. In case the built-in equipment is
worn out to an extent that it requires a replacement within five years, it shall be treated as a separate component
and shall have a useful life based on its estimated remaining usage. Otherwise, the equipment is considered as
a vital part of the building and its useful life is determined in line with the building’s useful life. Currently the
Company has buildings where all the built-in equipment has the same useful life as its relevant building.
Management experience on the real property operations market supports the above assumptions.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
38
3. Material Accounting Policies (continued)
Goodwill
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities
assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the
difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Group’s cash-generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed
of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation
when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is
measured based on the relative values of the operation disposed of and the portion of the cash-generating unit
retained.
Income taxes
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities.
Deferred income tax is provided, using the liability method, on all temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes. Deferred income tax liabilities are recognised for all taxable temporary differences:
except where the deferred income tax liability arises from goodwill amortisation or the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting income nor taxable income or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, except where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax assets and unused tax losses, to the extent that it is probable that taxable income will be available
against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax
losses can be utilised:
except where the deferred income tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting income nor taxable
income or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are only recognised to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and
taxable income will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of
the deferred income tax asset to be utilised.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
39
3. Material Accounting Policies (continued)
Income taxes (continued)
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted
or substantially enacted at the balance sheet date.
Income tax relating to items recognised directly in equity is recognised in equity and not in the income
statement. Subsidiaries of the Group domiciled in Hungary pay local business tax to local municipalities at
percentages based on the physical location of their operations in Hungary. The base of the local business tax
is the revenue as decreased by the cost of goods sold, raw material expenses and certain other expense items.
Local business tax is classified as an income tax expense.
Treasury shares
Fotex ordinary and dividend preferred shares repurchased are included in shareholders’ equity and are
classified as treasury shares. No gain or loss is recognised in profit or loss on the purchase, sale, issue or
cancellation of an entity’s own shares. Accordingly, any consideration paid or received in connection with
treasury shares is recognised directly in equity.
Fair value measurement
The Group measures financial instruments, such as derivatives, at fair value at each balance sheet date.
The fair value of non-financial assets including investment properties is determined for the purpose of the
impairment test and for disclosure purposes. Investment property fair value is disclosed in Note 10.
As per IFRS 13 definition of fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. The fair
value measurement is based on the presumption that the transaction to sell the asset or transfer the liability
takes place either:
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair
value measurement of a non-financial asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate
in the circumstances and for which sufficient data are available to measure fair value, maximising the use of
relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which
fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level of input that is significant to the fair value measurement as a
whole:
Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
40
3. Material Accounting Policies (continued)
Fair value measurement (continued)
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
4. Material Accounting Judgements, Estimates and Assumptions
Judgements
In the process of applying the Group's accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the amounts
recognised in the consolidated financial statements:
Operating Lease Commitments Group as Lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group
has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term
not constituting a major part of the economic life of the commercial property and the present value of the
minimum lease payments not amounting to substantially all of the fair value of the commercial property, that
it retains substantially all the risks and rewards incidental to ownership of these properties and accounts for
the contracts as operating leases.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Impairment of Goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the
value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating
unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
Further details are given in Note 12.
Deferred Tax Assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable
income will be available against which the losses can be utilised. Significant management judgment is required
to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level
of future taxable income together with future tax planning strategies. Further details are given in Note 17.
Fair Value of Investment Properties
The Group has determined and presented in the notes the fair value of investment property either as the
present value of the estimated future cash flows generated from leasing such assets or using comparable prices.
Future cash flows were determined separately for the Dutch and Hungarian commercial properties using
average rental fees currently realisable by the Group; present values were calculated using a uniform discount
rate that is considered by management as appropriate for the valuation of real estate property on the relevant
markets. Further details are given in Note 10.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
41
4. Material Accounting Judgements, Estimates and Assumptions (continued)
Impairment of Intangible Assets
The Group determines whether intangible assets with indefinite useful lives such as merchandising and
media rights are impaired at least on an annual basis. This requires an estimation of the value in use of the
cash-generating units to which the intangible assets are allocated. Estimating the value in use requires the
Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose
a suitable discount rate in order to calculate the present value of those cash flows. Further details are given in
Note 11.
Share based payments
During the year the Group introduced a discretionary cash bonus scheme for top management, executed
in the form of preference shares, previously held in treasury. The amounts paid are entirely at the discretion
of the shareholder approved at the shareholders meeting to close the financial year. In 2023 an amount of EUR
90,000 was paid under this scheme in the form of dividends which has been shown as part of the salary expense
recorded in the consolidated profit or loss. Further details are given in Note 15.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
42
5. Cash and Cash Equivalents
Liquid assets held at banks bear daily floating interest rates and are deposited for the short-term (1
day to 3 months) in anticipation of the liquidity needs of the Group. Such deposits yield interest according to
the applicable short-term rates.
Cash includes fixed deposit of EUR 30,000,000 at rate 3.5 % (in 2022 cash included EUR 1,724,694 at
rate 0 %).
A significant amount of cash is held with the following institutions:
2023
2022
Rating
Cash balance
Rating
Cash balance
EUR
EUR
ING**
A1
34,322,630
A+
74,292,571
Oberbank*
A
7,408,025
A
7,205,040
Raiffeisen**
A-
290,631
A3
1,628,062
Other
4,655,426
3,614,569
Total cash held at banks
46,676,712
86,740,242
* rated by S&P
** rated by Moody’s
The reconciliation of cash held at banks for 2023 and 2022 is set out below:
Note
2023
2022
Cash and cash equivalents
5
42,874,890
83,656,881
Cash deposit - current
6
1,206,745
682,481
Cash deposit - non current
6
2,595,077
2,400,880
Total cash held at banks
46,676,712
86,740,242
The value of cash and short-term deposits is EUR 42,874,890 (31 December 2022: EUR 83,656,881).
Due to their short-term nature, the carrying value of cash and cash equivalents approximates their fair value.
6. Other Financial Assets
31 December 2023
31 December 2022
Current
EUR
EUR
Cash deposits connected to rented
properties
1,206,745
682,481
Other short-term investments
121,883
126,160
Other current financial assets, total
1,328,628
808,641
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
43
6. Other Financial Assets (continued)
31 December 2023
31 December 2022
Non-current
EUR
EUR
Cash deposits connected to rented
properties
2,595,077
2,400,880
Long term rent free period accrual
489,009
606,712
Unquoted equity instruments
47,113
47,113
Other non-current financial assets, total
3,131,199
3,054,705
Cash deposits connected to rented properties:
The Group has received 2 to 3 months deposits from its tenants which are held at a bank (Note 13).
Deposits are only repayable if the related rental contract is terminated. Based on the historical and expected
rental cancellation rate, the Group has classified the deposits which are expected to be repayable in more than
one year to long-term, and the deposits which are expected to be repayable within 3-12 months were classified
as short-term.
The carrying value of other financial assets approximates their fair value.
7. Accounts Receivable and Prepayments
31 December 2023
31 December 2022
EUR
EUR
Accounts receivable
4,968,822
2,642,729
Impairment loss on accounts receivable
(75,553)
(91,349)
Tax assets
467,166
448,277
Other receivables
874,352
385,423
Prepayment for the acquisition of investments
(Note 24)
3,400,000
-
Prepayments/accrued income
1,098,223
1,167,107
Impairment loss on other receivables
(8,460)
(8,460)
Total
10,724,550
4,543,727
Tax assets are mainly VAT receivable and are typically received within three months.
Impairment loss on debtors and on other receivables at 31 December 2023 is EUR 84,013 (31 December
2022: EUR 99,809).
Prepayments and accrued income is EUR 4,498,223 (2022 EUR 1,167,107).
Due to their short-term nature, the carrying value of accounts receivable and prepayments approximates their
fair value.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
44
8. Inventories
31 December 2023
31 December 2022
EUR
EUR
Merchandise and finished products
5,965,530
5,838,364
Materials
239,058
234,750
Work in progress
840,064
942,380
Inventories, gross
7,044,652
7,015,494
Impairment of merchandise and finished
products
(2,811,318)
(2,727,353)
Impairment of work in progress
(326,268)
(290,987)
Impairment of inventories
(3,137,586)
(3,018,340)
Total inventories, net
3,907,066
3,997,154
The Group has recorded total impairment on inventory of Euro 3,137,586 (2022 Euro 3,018,340)
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
45
9. Property, Plant and Equipment
Movements in property, plant and equipment during 2023 and 2022 were as follows:
Land,
buildings
Furniture,
machinery,
equipment,
fittings
Construction
in progress*
Total
EUR
EUR
EUR
EUR
Cost:
1 January 2023
5,638,694
4,371,103
1,492,004
11,501,801
Additions and capitalizations
472,462
786,731
-
1,259,193
Impairment
(303,037)
-
-
(303,037)
Transfer to Investment properties
(3,896,515)
-
-
(3,896,515)
Other decrease
-
(3,650)
(1,492,004)
(1,495,654)
Disposals and write downs
(115,160)
(265,424)
-
(380,584)
Currency gain/(loss) arising on
retranslation
124,860
185,242
-
310,102
31 December 2023
1,921,304
5,074,002
-
6,995,306
Accumulated depreciation:
1 January 2023
(1,383,642)
(3,333,847)
-
(4,717,489)
Depreciation expense
(27,514)
(399,707)
-
(427,221)
Transfer to Investment properties
1,088,918
-
-
1,088,918
Disposals and write downs
-
211,103
-
211,103
Currency gain/(loss) arising on
retranslation
(13,433)
(123,100)
-
(136,533)
31 December 2023
(335,671)
(3,645,551)
-
(3,981,222)
Net book value
31 December 2023
1,585,633
1,428,451
-
3,014,084
31 December 2022
4,255,052
1,037,256
1,492,004
6,784,312
* Construction in progress shows the net movement of current year.
During 2023, the activities of the Group in Arany Juhár Időstthon Kft were terminated, and the properties
transferred to Keringatlan Kft. at a value of Euro 2,569,100 after recording an impairment charge of Euro
715,505. As these properties are expected to be rented out to third party tenants they have been shown as a
transfer to Investment Properties. This is the main component of the transfer to investment properties.
The Property, Plant and Equipment does not contain the right-of-use assets.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
46
9. Property, Plant and Equipment (continued)
Land,
buildings
Furniture,
machinery,
equipment,
fittings
Construction
in progress*
Total
EUR
EUR
EUR
EUR
Cost:
1 January 2022
2,155,737
4,922,425
81,880
7,160,042
Additions and capitalizations
395,388
383,290
1,448,803
2,227,481
Transfer from Investment
properties
3,610,585
-
-
3,610,585
Other decrease
(88,534)
-
-
(88,534)
Disposals and write downs
(37,624)
(534,809)
-
(572,433)
Currency gain/(loss) arising on
retranslation
(396,858)
(399,803)
(38,679)
(835,340)
31 December 2022
5,638,694
4,371,103
1,492,004
11,501,801
Accumulated depreciation:
1 January 2022
(397,911)
(3,793,827)
-
(4,191,738)
Depreciation expense
(29,487)
(343,195)
-
(372,682)
Transfer from Investment
properties
(1,088,918)
-
-
(1,088,918)
Disposals and write downs
102,636
531,358
-
633,994
Other increase
652
-
-
652
Currency gain/(loss) arising on
retranslation
29,386
271,817
-
301,203
31 December 2022
(1,383,642)
(3,333,847)
(4,717,489)
Net book value
31 December 2022
4,255,052
1,037,256
1,492,004
6,784,312
31 December 2021
1,757,826
1,128,598
81,880
2,968,304
* Construction in progress shows the net movement of current year.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
47
10. Investment Properties
The Group controls a significant property portfolio. In prior years, a significant proportion of this
portfolio was utilized by the Group companies as retail outlets and for other operating activity purposes. The
Group gradually abandoned its retail activity and has become an investment property company by leasing an
increasing proportion of its real estate portfolio to third parties. Investment property is measured in the
consolidated statement of financial position at historic cost less accumulated depreciation.
Movements in investment properties measured at cost in 2023 and 2022 were as follows:
31 December 2023
31 December 2022
Cost:
EUR
EUR
Opening balance
198,539,463
172,003,238
Additions
5,436,630
32,890,505
Transfer (to)/from property, plant and
equipment
2,629,301
(3,610,585)
Other increase
-
1,248,697
Currency gain/(loss) arising from retranslation
2,163,815
(3,992,392)
Closing balance
208,769,209
198,539,463
Accumulated depreciation:
Opening balance
(68,684,142)
(66,513,963)
Depreciation expense
(6,465,996)
(5,307,286)
Transfer to property, plant and equipment
-
1,088,918
Other increase
-
(557,539)
Currency gain/(loss) arising from retranslation
(1,399,506)
2,605,728
Closing balance
(76,549,644)
(68,684,142)
Net book value:
Closing balance
132,219,565
129,855,321
Opening balance
129,855,321
105,489,748
2023 transactions
There were no significant property transactions in 2023.
The Group transferred a property to its investment property portfolio on liquidation of Arany Juhar Otthona
Kft. from property, plant and equipment. The Group intends to rent out this property to a professional operator
in the future. This is the main component of the transfer from property, plant and equipment.
2022 transactions
On December 29
th
, 2022, Fotex Netherlands and FN2, together via a partnership agreement, signed a purchase
agreement with Páthé Theatres B.V. to acquire 100% ownership of the Páthé Arena, a cinema complex in
Amsterdam at a total cost of Euro 31,942,775. The Group transferred a property from its investment property
portfolio to Arany Juhar Otthona Kft. which is shown as property, plant and equipment. This is the main
component of the decrease.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
48
10. Investment Properties (continued)
The Group determines the fair value of investment properties once a year, and the fair value is presented
in the consolidated financial statements as of 31 December.
All fair values for both 2023 and 2022 have been determined using level 3 “Significant Unobservable
Inputs” in the fair value measurement hierarchy performed as of 31
st
December of the respective years.
During 2023 management has revised the classification of its investment property portfolio to provide a
more accurate presentation of the investment properties of the Group.
The fair value of investment properties at 31 December 2023 are set out below:
Category Net book value Estimated fair value
EUR EUR
Dutch commercial properties
107,479,935
137,423,397
Hungarian commercial properties
24,739,630
161,578,974
Total investment properties 132,219,565
299,002,371
The fair values of investment properties at 31 December 2022 are set out below:
Category Net book value Estimated fair value
EUR EUR
Dutch commercial properties
111,794,044
162,935,257
Hungarian commercial properties
18,061,277
168,562,873
Total investment properties 129,855,321
331,498,130
The Dutch commercial properties contain mainly office buildings and a cinema complex.
The Hungarian commercial properties contain a combination of high street retail properties and
warehouses in Budapest and major cities in Hungary, a shopping mall in Budapest, and other sundry assets
primarily arising from the historic ownership of a retail and manufacturing business acquired during the
privatisation of the late 1990’s early 2000’s.
The fair value of investment property is determined based on a combination of management assessment
and external real estate valuation (Colliers Hungary and Formianum Kft.) using recognised valuation
techniques. This approach is consistent with prior years.
These techniques comprise primarily the discounted cash flow and market capitalisation methods where
the present values of the future cash flows are determined separately based on the currently realised rental
rates.
The external valuer is part of a global real estate advisory group specialising in the valuation of
commercial property and holds a recognised and relevant professional qualification and with recent experience
in the location and category of the investment property being valued.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
49
10. Investment Properties (continued)
Key valuation assumptions for 2023
The present values of the investment properties have been calculated based on a market yield rate which
is suitable to measure properties in the relevant market.
Rents on investment properties have been calculated based on the contractual or estimated rental
fees For the Dutch properties the valuation assumed a 5%-15% adjustment factor depending
upon the location of the property with the lower end rate applying to cities in the G5 area and
the remainder for those outside. The adjustment factor for the Hungarian properties ranged from
10% to 30% depending upon location and tenancy status.
Void period adjustments were considered for all properties and applied for those, mainly in the
Netherlands, where vacant space exists. These void periods ranged from 12 to 24 months
depending upon the property (2022 no void period adjustments were applied).
The used yield rate per property item located in Hungary is between 9.32% and 12% depending
on the type and location of the property (2022: 8.32%-11%). For the Dutch properties, the
calculated yield rate is between 7.45% and 8.98% (2022: 7%-8.15%). The yield has increased
over 2022 primarily due to increasing interest rates in the Eurozone area and increasing
uncertainty affecting investor sentiment.
The yields applied in the valuation were determined by management from publicly available
market information in both the Netherlands and Hungary. For the Netherlands specific yield for
the G5 area (Amsterdam, Rotterdam, The Hague, Utrecht and Eindhoven) was obtained and
applied. For those properties outside the G5, management applied a proxy yield adjustment for
the country as a whole. This information accrued on a quarterly basis, where available, to create
a yield evolution over the prior year. In Hungary the yield evolution over prior year was also
obtained by management from publicly available market information and validated by a third
party real estate advisory company.
With the exception of the Hungarian shopping mall, a direct capitalisation calculation on an
annuity basis formed the basis of the valuation, as adjusted by situational factors being location,
vacancy and the condition of the property. These factors ranged from 5% to 30% (2022 5% to
30%). For the Hungarian shopping mall a capitalisation rate of 9.5% and a discount rate of
12.5% were applied.
For those limited number of properties, mainly land in Hungary and certain incidental
Hungarian properties obtained from the privatisation process from the 1990’s such as vacation
rentals and workers’ hostel etc., the Board of Directors has reviewed the prior year valuation
and confirmed those values remain valid for 2023.
Rents are predominantly set in EUR in the rental contracts. Where rent is set in HUF, the related
rent has been calculated at a 381.95 HUF/EUR exchange rate (2022 400.25 HUF/EUR).
The correlation between the most probable change in the key assumptions and the fair value of the
property portfolio is illustrated by the sensitivity analysis below for the valuation based on the comparable
market price method:
2023
2022
EUR
EUR
Yield rate drops by 50 bps
17,552,586
27,181,305
Rent rate drops by 5%
(12,792,804)
(2,202,438)
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
50
10. Investment Properties (continued)
Key valuation assumptions for 2023 (continued)
The Board of Directors considers the yield variation of 50 bps as a normal variation on a stable market.
A drop of rent rate by 5% may happen on an oversupplied market thus fairly representing the risk of revenue
fall.
The following table discloses the income from the rental of investment properties net of unrecoverable
costs:
2023
2022
EUR
EUR
Revenues from the rent of investment
properties
26,776,070
22,302,393
Unrecoverable net operating costs
(1,307,854)
(1,065,994)
Net income from the rent of investment
properties
25,468,216
21,236,399
11. Intangible Assets
Intangible assets consist primarily of the groups holding of media and merchandising rights in FTC
Labdarúgó Zrt of EUR 763,214 (2022 EUR 1,658,396).
As part of discontinuing its ownership of FTC Labdarúgó Zrt., (a company that operates and manages
the football club „FTC”) acquired in 2001 (at a cost of HUF 1.9 billion ca, EUR 7 million), Fotex acquired
certain merchandising rights in FTC (media and brand merchandise, distribution and promotion rights
(billboards) in 2003 for an unlimited period. Owing to changes in Hungarian legislation, as of 1 January 2012,
all rights related to the Club’s address, logo and name reverted to the FTC Sport Association. Such reversion
is due compensation by FTC, the amount of which will be determined based on the fair value of the rights at
the time of reversal by a court competent to act based on the location of the Club’s headquarters. Connected
to this, in 2016 Fotex was awarded the use of a Skybox and 8 VIP tickets at the Stadium in Budapest which it
is able to utilise without any restrictions.
In consideration of this long-lasting legal procedure an impairment of EUR 5,008,798 has been recorded
in prior years
During the year, there has been a number of court cases in Hungary regarding Fotex’s rights that have
resulted in a final settlement. As these amounts were lower than those previously awarded, the Board of
Directors have adjusted the value of the asset and provided an additional write down of EUR 895,181. The
remaining value, carried in the consolidated financial statements represents amounts expected to be received
in the future and the fair value of the Skybox and VIP tickets in use by Fotex.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
51
12. Goodwill Arising on Acquisition
Goodwill is allocated exclusively to Keringatlan for both 2023 and 2022.
Goodwill is tested for impairment at least annually.
The goodwill is allocated to the group of cash generating units that constitute the property portfolio of
Keringatlan Kft. which is the most significant investment property group company. At the year-end, the Group
considered whether there were any indicators of impairment of the value of goodwill. The Group estimated
the value in use of the cash generating units attributable to goodwill. Based on this calculation no impairment
loss was recognised on goodwill in 2023. The Board of Directors estimates that goodwill is not impaired even
in case of the potential changes in the assumptions of the underlying valuation model, since the fair values of
the investment properties, to which the goodwill relates, are significantly higher than the book values of the
properties.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
52
13. Accounts Payable, Other Liabilities and Provision
31 December
2023
31 December
2022
EUR
EUR
Trade payables
516,681
1,371,376
Taxes payable
3,121,209
853,306
Advances from customers
-
6,811
Accrued expenses
3,713,556
2,765,698
Deferred rental income
2,914,084
2,871,740
Amount payable to employees
148,310
143,885
Deposits from tenants
354,045
354,045
Other liabilities
271,533
339,699
Total accounts payable and other current
liabilities
11,039,418
8,706,560
Terms and conditions of the above liabilities:
Trade payables are non-interest bearing and are typically settled on a 20 to 30-days term.
Other payables are non-interest bearing and have an average term of 1 to 3 months.
Payables to employees are non-interest bearing and represent one monthly salary with contributions.
31 December 2023
31 December 2022
EUR
EUR
Other long-term liabilities
3,801,822
3,083,691
Deposits from tenants are payable typically within 30 days of the end date of the underlying rental
contract.
The Group has received 2 to 3 months deposits of EUR 3,801,822 (2022: EUR 3,083,361 from its tenants
which are repayable if the related rental contract is terminated. Based on the historical and expected rental
cancellation rate, the Group has classified as other long-term liabilities those deposit liabilities which are
expected to be repayable in more than one year EUR 2,595,077 (2022: EUR 2,400,880 and the part which is
expected within a year was classified as short-term tenant deposit liabilities EUR 1,206,745 (2022: EUR
682,481) (Note 6).
Deferred income is EUR 2,914,084 (2022 EUR 2,871,740).
Accrued expenses is EUR 3,713,556 (2022 EUR 2,765,698).
Taxes payable is EUR 3,121,209 (2022 EUR 853,306)
Due to their short-term nature, the carrying value of Accounts Payable, Other Liabilities and Provision
approximates their fair value.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
53
13 Accounts Payable, Other Liabilities and Provision (continued)
Other liabilities include the following:
31 December
2023
31 December
2022
EUR
EUR
Dividend payable
138,773
139,034
Liabilities against social security
4,772
71,831
Other short term liabilities
127,988
128,834
Total other liabilities
271,533
339,699
14. Share Capital and Reserves
Share capital
The Company’s approved and issued share capital totals EUR 30,543,933 consisting of shares with a
face value of EUR 0.42 each. At 31 December 2023, the Company’s issued share capital included 70,723,650
ordinary shares and 2,000,000 dividend preferred shares (31 December 2022: 70,723,650 ordinary shares and
2,000,000 dividend preferred shares).
The “dividend preferred shares” carry the same rights as ordinary shares in the event of liquidation or
dissolution. They entitle the holder to an annual dividend determined by the General Meeting, but do not carry
voting rights.
Holders of dividend preferred shares are not entitled to any rights or dividends other than those granted
to them by the General Meeting. They are paid once a year. Interim dividends may only be paid if the
conditions required for such a distribution are met.
Treasury shares
In April 2023, the Group sold 900,000 dividend preference shares to key members of management at
0.42 EUR per share (Note 15). The 1,100,000 dividend preferred shares issued by the Company which are
shown as part of “Issued capital” with total face value of EUR 462,000 in 2023; (2022: 2,000,000 preference
shares with a face value of EUR 840,000) are also shown in “Treasury shares”.
As at 31 December 2023, the Company held 29,552,089 treasury shares (of which 96,28% - 28,452,089
are ordinary shares and 3,72% - 1,100,000 are dividend preferred shares) at a historic cost of EUR 45,020,522
(31 December 2022: 30,146,110 shares of which 93.37% - 28,146,110 are ordinary shares and 6.63% -
2,000,000 are dividend preferred shares at a historic cost of EUR 44,475,740).
During 2023, the Company purchased 305,979 of its ordinary shares (2022: 318,628 shares) at acquisition cost
of EUR 929,326 and sold 900,000 dividend preference shares to key members of management at EUR 384,544
(2022: Nil) on an arm’s length basis.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
54
15 Operating Expenses and Gain
Operating expenses and gain include the following:
2023
2022
EUR
EUR
Payments to personnel, including directors
fees
(4,220,101)
(3,374,439)
Material and service type expenses
(12,868,688)
(9,306,986)
Depreciation and amortisation charge
(6,725,562)
(5,910,742)
Other expenses, net*
(4,832,458)
(3,242,478)
Total operating expenses
(28,646,809)
(21,834,645)
Depreciation and amortisation is EUR 6,725,562 (2022 EUR 5,910,742).
* Other expenses (net) include the following:
2023
2022
EUR
EUR
Realised and unrealized FX differences (net)
(152,454)
356,180
Taxes other than income tax
(2,477,430)
(2,107,786)
Impairment and scrapping of tangible and intangible
assets
(983,505)
(15,900)
Impairment and scrapping of inventories
(222,343)
(136,341)
Other expenses/income
(996,726)
(1,338,631)
Total other expenses, net
(4,832,458)
(3,242,478)
In April 2023, the Group issued 900,000 preference shares from treasury to certain members of senior
management at the operating subsidiaries. At the same time a dividend of EUR 90,000 on these shares was
approved by the shareholders meeting and subsequently settled in cash. As in substance this dividend is a
discretionary cash bonus (Note 4), then it has been included in the payments to personnel above.
The Group has recorded a total impairment expense of EUR 1,205,848 (2022 EUR 152,241).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
55
16. Interest-bearing Loans and Borrowings
The details of the outstanding loans are as follows:
Item
Start date
End date
Loan EUR
Interest rate
Long-term
portion at
31 December
2023 EUR
Current
portion at
31 December
2023
EUR
Long-term
portion at
31 December
2022 EUR
Current
portion at
31 December
2022
EUR
III.
mortgage
20/07/2016
20/07/2023
70,000,000
fixed 1.79% p.a.
-
-
-
47,036,021
Total
-
-
-
47,036,021
Interest expense for the year was EUR 272,087 (2022 EUR 1,438,591).
In April 2023, the Group repaid all its outstanding debt in accordance with the terms of the loan agreement.
17. Income Tax
Income tax expense:
2023
2022
EUR
EUR
Tax expense
4,411,704
1,652,101
Deferred tax expense / (income)
(2,129,327)
(102,958)
Income tax expense
2,282,377
1,549,143
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
56
17. Income Tax (continued)
The actual corporate income tax rate departs from the rate specified in the tax law due to the
following:
2023
2022
EUR
EUR
Income before minority interests and income taxes
11,045,451
9,494,775
Tax at Luxembourg rate
2,754,736
2,367,997
Effect of tax losses for which no corresponding deferred tax asset
recognized
626,035
(26,699)
Effect of tax rate differences
(956,730)
(1,259,900)
Hungarian sports relief
(8,630)
-
Effect of change in tax rate for deferred tax
-
162,257
Prior year tax correction in the Netherlands
-
166,849
Effect of other permanent differences
(133,033)
138,639
Income tax expense
2,282,377
1,549,143
The Group has used the domestic Luxembourg tax rate for 2023 of 24.94 % for the purposes of the tax
reconciliation above (2022: Luxembourg tax rate of 24.94% was used).
The tax rate of the taxable profit is 9% in Hungary (2022 9%).
The income tax rate applicable to Fotex Holding S.E. is 24.94% (2022: 24.94%) and Upington
Investments S.à.r.l.is 24.94% (2022: 24.94%).
The income tax rate for Fotex Netherlands B.V., FN2 B.V., FN3 B.V., FN5 B.V. and Long Term CRE
Fund B.V. is on the first EUR 200,000 of taxable profit is 19%, above this amount 25.8% (2022: the threshold
was EUR 395,000 taxable at 15% and 25.8% above this amount).
The Group is subject to periodic audit by the Hungarian, Dutch and Luxembourg Tax Authorities. As the
application of tax laws and regulations for many types of transactions are susceptible to varying interpretations,
amounts reported in the consolidated financial statements could be changed at a later date upon final
determination by the relevant tax authority.
In both 2023 and 2022 the tax rate used in the deferred tax calculation for the Hungarian companies is
9.00%.
In 2023 deferred tax for the Luxembourg entities are at the applicable income tax rates described above
whilst for the Dutch entities at 25.8% (2022: 25.8%).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
57
17. Income Tax (continued)
Deferred tax assets and deferred tax liabilities as at 31 December 2023 and 2022 are attributable to the
items detailed in the tables below. In the below schedule, consolidated statement of financial position items
denominated in currencies other than the presentation currency were revalued at the applicable year-end
foreign exchange rates; the consolidated profit or loss items were determined based on average foreign
exchange rates for 2023 & 2022 respectively.
Consolidated
statement of financial
position
Consolidated
profit or loss
2023
2022
2023
2022
EUR
EUR
EUR
EUR
Deferred income tax liability
Accumulated depreciation for tax purposes
(3,450,053)
(3,953,135)
503,082
(4,019,136)
Difference from loan transaction charges
-
(13,825)
13,825
23,951
Deferred tax related to rental discount
(76,315)
(118,530)
42,215
37,232
Reinvestment reserve*
-
(1,477,630)
1,477,630
3,861,893
Gross deferred income tax liabilities
(3,526,368)
(5,563,120)
2,036,752
(96,060)
Deferred income tax assets
Accumulated depreciation for tax purposes
414,153
321,581
92,572
321,581
Impairment of debtors
8,738
8,738
-
(5,687)
Temporary difference on loan origination fees
-
-
Tax losses carried forward
-
-
-
(55,023)
Revaluation difference on related party
transactions
-
-
-
(61,853)
Gross deferred income tax assets
422,891
330,319
92,572
199,018
Deferred income tax income / (expense)
2,129,324
102,958
Net deferred income tax liability
(3,103,477)
(5,232,801)
*The Group had taken advantage of the possibility to defer the tax on the capital gain on the disposal of Dutch
properties in prior periods. This allowed the Group to defer the payment of the tax on the gain for a period of
up to three years after the end of the financial year of the sale, to the extent the proceeds are reinvested in
qualifying properties from the same legal entity. The amount of the tax was shown as a deferred tax liability.
At the end of 2023 the outstanding amount of the reinvestment reserve expired and the tax due became payable.
The deferred tax liability associated with this reserve was released and a corresponding tax matching expense
and liability recorded.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
58
18. Revenue
Sales revenue
2023
2022
EUR
EUR
Rental income revenue
26,776,070
22,302,393
Revenue from contracts with customers
13,482,066
11,064,087
Total sales revenue
40,258,136
33,366,480
Revenue from contracts with customers
2023
2022
EUR
EUR
Revenue from service charges to tenants
6,246,087
5,217,143
Ancillary mall revenue
2,709,779
2,581,703
Sale of goods*
3,158,694
2,648,906
Royalty revenue
1,016,194
411,070
Other sales revenue**
351,312
205,265
Total sales revenue
13,482,066
11,064,087
*Crystal and glass sales mainly reflect export sales realised in USD and EUR.
**Other sales revenues contain various minor items, such as marketing and consultancy fees and mainly
reflect sales realised in HUF.
Revenues from selling of goods are generated primarily by sales of crystal and glass products.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
59
19. Segment Information
Based on the assessment of IFRS 8, the Board of Directors has concluded that the Group operates in a
single segment, being real estate and investment properties disclosing geographical data only as below.
Geographical breakdown of revenues:
2023
2022
EUR
EUR
Hungary
26,481,155
22,296,679
Netherlands
13,776,981
11,069,801
Total sales revenue
40,258,136
33,366,480
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
60
20. Financial Risks, Management Objectives and Policies
The Group’s primary financial liabilities are creditors. The Group’s various financial receivables include
debtors, cash and short-term deposits. The Group’s liquid assets are held in larger banks in Hungary, the
Netherlands and Luxembourg. Financial liabilities and receivables are directly attributable to the Group’s
operations.
The highest risks related to the Group’s financial instruments are FX risk and lending risk. The Board of
Directors monitors all these risks and applies the following risk management procedures.
Interest rate risk
In April 2023, the Group repaid all of its outstanding debt to Berlin Hyp AG and remained debt free for
the rest of the financial year (Note 16).
Foreign currency (“FX” risk)
Financial instruments that potentially represent risk for the Group include debtors in foreign currency,
creditors in foreign currency and deposits in foreign currency other than in EUR. The Group’s rental contracts
are stipulated in EUR or on EUR basis thus mitigating any FX risk associated with non-EUR revenues.
The Group also has a translation risk on transactions which occurs when the Group buys or sells in a
currency other than its functional currency.
According to management, beyond the Group’s FX risk, the risk associated with the actual profit or loss
position stems from the volume of orders, vacant investment properties and market demand which depends on
market trends rather than on FX rate fluctuations.
Certain of the Group’s financial assets and liabilities are denominated in currencies other than the
functional currency of Fotex Holding S.E. and are affected by EUR rate fluctuations as follows:
Increase/decrease in HUF/EUR
rate
Impact on total
comprehensive income
EUR
2023
+10%
(95,583)
-10%
306,454
2022
+10%
(269,266)
-10%
329,103
The financial instruments that are potentially subject to currency risk consist principally of foreign
currency trade receivables and payables denominated in foreign currency other than EUR:
2023
2022
EUR
EUR
Financial liabilities
8,268,784
6,250,469
Financial assets
6,375,091
3,288,539
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
61
20. Financial Risks, Management Objectives and Policies (continued)
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its leasing activities
and its financing activities, including deposits with banks and financial institutions.
The Group aims to mitigate lending risk by its careful and continuous debtor portfolio monitoring process
and by requiring bank guarantees and collateral. The Group also requires deposits from tenants that are held
until the tenancy ends.
Concentrations of credit risk, with respect to trade accounts receivable, are limited due to the relative
immateriality of the balance mainly due to the downsizing of the Group’s crystal business in Ajka Kristály
Üvegipari Kft.
Receivable balances are monitored on an ongoing basis.
Credit risk related to receivables resulting from the sale of inventory is managed by requiring customers
to pay upfront through online sales or advances before transfer of ownership, therefore, substantially
eliminating the Group’s credit risk in this respect.
With respect to credit risk arising from the financial assets of the Group, which comprise cash and cash
equivalents, the Group’s exposure to credit risk arises from default of the counterparty, with a maximum
exposure equal to the carrying amount of these instruments. At 31 December 2023 the Group’s maximum
exposure to credit risk is EUR 58,059,268 (31 December 2022: EUR 92,063,955). The main reason of this
decrease is cash and cash equivalent decreased by EUR 40,781,991 in 2023 compared to 2022 primarily
through the repayment of external debt in April 2023. The Group only deals with banks with an S&P and Fitch
credit rating of minimum -A, see note 5 for more details.
Investments of surplus funds are made only with reliable counterparties and are allocated between more
banks and financial institutions in order to mitigate financial loss through potential counterparty failure.
Liquidity risk
Liquidity risk is monitored as follows:
Monitoring daily available deposited and free cash by entity
Monitoring weekly cash flows by entity
As part of the management information system, the Group monitors the operations of each entity
on a monthly basis
The Group monitors its long-term cash flows in order to match the maturity patterns of its assets
and liabilities
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
62
20. Financial Risks, Management Objectives and Policies (continued)
With the exception of the deposits from tenants for which the maturity is disclosed in Note 13, The
Group’s other liabilities based on contracted not discounted payments of EUR 8,125,334 (December 31, 2022,
EUR 5,834,819) are all due within 0-6 months.
Capital management
The main objective of the Group’s capital management activities is to continuously ensure an equity
structure that supports the Group’s business operations, maintains its creditworthiness and maximises
shareholder value. Changes in the Group’s business environment are also reflected in the equity structure. The
Group’s equity structure is supervised by management by monitoring the Group’s indebtedness ratio and
decisions are made accordingly.
The indebtedness ratio is calculated by the Group in view of its net debt and the equity attributable to the
Group. For the calculation of the net debt, cash and cash equivalents are deducted from the aggregate of short-
term and long-term loans, trade payables and other current liabilities reduced by deferred rental income. To
calculate the indebtedness ratio, the net debt is divided with the aggregate of equity and net debt. The Group’s
indebtedness ratio calculations at December 31
st
, 2023 and December 31
st
, 2022 are presented below:
31 December 2023
31 December 2022
EUR
EUR
Short-term and long-term borrowings:
-
47,036,021
Trade payables and other current liabilities less
deferred rental income:
8,125,334
5,834,819
Cash and cash equivalents:
(46,676,712)
(86,740,242)
Net debt:
(38,551,378)
(33,869,401)
Equity attributable to the Company:
187,857,715
177,947,647
Total:
226,409,093
211,817,048
Indebtedness ratio:
(17.03%)
(15.99)%
The Group’s indebtedness ratio increased from (15.99)% at 31 December 2022 to (17.03)% at December
31
st
, 2023, primarily due to the repayment of all outstanding debt in 2023 and in the increase in equity arising
from the profit for the year and the decrease in the effects of foreign currency. The Group’s management
considers the Group’s capital structure adequate, as property management is the Group’s key activity and the
Groups indebtedness reflects the nature of this industry.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
63
21. Leases
Group as lessor
The Group leases property to third parties consisting mainly of retail outlets, offices, warehouses and
other structures. Rents are predominantly set in EUR in the rental contracts.
The Group owns 10 office buildings and a cinema complex in the Netherlands and a large number of
retail units, warehouses and other properties in Hungary which are leased to tenants on fixed long-term rental
agreements. Based on the rental agreements the contracted revenue is as described in the table below.
Due to a software change in 2023, the Board of Directors is able to include the information of the
Hungarian properties that was not available in 2022. The comparative financial information has not been
adjusted.
The Group’s fixed rental fee revenue under non-cancellable leases as of 31 December 2023 (EUR):
Due in
2024
2025
2026
2027
2028
After 2028
Total
22,506,514
18,462,369
13,084,262
9,971,197
7,479,809
29,580,637
101,084,788
The Group’s fixed rental fee revenue under non-cancellable leases as of 31 December 2022 (EUR):
Due in
2023
2024
2025
2026
2027
After 2027
Total
12,889,444
10,918,705
9,451,156
6,939,509
6,350,633
32,643,607
79,193,053
22. Earnings Per Share
Basic earnings per share is calculated based on the weighted average number of ordinary shares in issue
during the year less treasury shares held by the Company. Similarly, total diluted earnings per share is also
calculated based on the weighted average number of ordinary shares in issue during the year as adjusted by
the estimated value of an issue of potentially convertible securities. For the calculation of total diluted earnings
per share, net earnings are adjusted with any gains and expenses that relate to potentially convertible securities.
Basic earnings per share is calculated by dividing the net income attributable to shareholders by the
weighted average number of ordinary shares in issue during the year, excluding the average number of ordinary
shares purchased by the Company and held as treasury shares:
2023
2022
EUR
EUR
Net profit attributable to equity holders from
continuing operations
8,763,074
7,945,632
Net profit attributable to shareholders
8,763,074
7,945,632
Weighted average number of shares in issue
during the year
43,068,338
42,674,210
Basic earnings per share (EUR)
0.20
0.19
The diluted earnings per share agree with basic earnings per share in 2023 and 2022 as there is no dilution
effect in these years.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
64
23. Related Party Transactions
Principal related parties
Gábor Várszegi, Chairman of the Board of Fotex, directly or indirectly controls a part of the voting shares
of Blackburn International Inc. (“Blackburn”), a Panama company, and Blackburn International Luxembourg
S.à r.l. (“Blackburn Luxembourg”), a Luxembourg company. Blackburn Luxembourg has a controlling interest
in Fotex Holding S.E. and in Fotex Ingatlan Kft. (“Fotex Ingatlan”) and is the ultimate controlling party for
Fotex Holding S.E. and Fotex Ingatlan. As at 31 December 2023 Blackburn Luxembourg controlled 50.35%
(31 December 2022: 50.35%) of Fotex Holding S.E.’s voting shares. APF International provides real estate
services to the Group and is partly owned by two Group directors. White Oak Management provides
accounting and company secretarial services to the Group and is owned by two Group directors. One director
rents sundry commercial property from the Group on an arm’s length basis. These companies are considered
to be related parties.
Related party transactions
Rental and other related fees paid to Fotex Ingatlan during 2023 were EUR 599,398 (2022: EUR
509,632).
Administrative and expert fees paid by Fotex Ingatlan during 2023 were EUR 76,114 (2022: EUR
34,523).
For 2023, the Group was charged fees of EUR 196,720 for property management by APF International
(2022: 592,234 EUR for property management and the acquisition of Pathé Arena).
For 2023, the Luxembourg entities were charged professional fees of EUR 405,504 by White Oak
Management (2022: EUR 332,123).
For 2023 the Hungarian entities received rental income and maintenance income of EUR 791,496 (2022
EUR 497,130) from one of the Group directors.
Transactions between related parties are made on terms equivalent to those that prevail in arm’s length
transactions.
Remuneration of Group management
Management, directors and members of the Supervisory Board of the Group received a total remuneration
of EUR 984,171 in 2023 (2022: EUR 850,107).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2023
Figures in EUR
65
24. Subsequent Events after the End of the Reporting Period
As of December 7
th
, 2023, the Group invested EUR 3.4 million to acquire a 20% stake in APF
International BV, an entity specialising in real estate services in the Netherlands for which 2 of their directors
also serve as independent directors of Fotex Holding and are therefore related parties. This agreement is
effective as of 1 January 2024, as a result the EUR 3.4 million has been treated as prepayment for the
acquisition of investments under Note 7 of these Consolidated financial statements.
On January 30
th
, 2024, Fotex established, with the participation of APF International, a new company
“Avenue Building BV”. Fotex owns 76,19%, whilst APF owns 23,81%. On February 24
th
, 2024, Avenue
Building BV signed a sales and purchase agreement to acquire a property in the Netherlands at a purchase
price of EUR 9,197,483.
25. Headcount
Personnel changes: Average number of employees was 122 people in 2023 (2022: 125 people).
26. Audit fees
The breakdown of the audit fees for the Group is:
2023
2022
EUR
EUR
Audit fees
117,700
115,500
Total
117,700
115,500
27. Contingent liabilities
The Group does not have any contingent liabilities as of 31 December 2023.
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