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 2024
Management report as at 31 December 2024 and
Report of the réviseur d’entreprises agréé
2
Table of Contents
Management Report ................................................................................................................................. 3
Management Responsibility Statement .................................................................................................. 14
Report of the Réviseur D’Entreprises Agréé .......................................................................................... 15
Consolidated Statement of Financial Position ........................................................................................ 21
Consolidated Statement of Profit or Loss ............................................................................................... 22
Consolidated Statement of Comprehensive Income ............................................................................... 23
Consolidated Statement of Changes in Equity........................................................................................ 24
Consolidated Statement of Cash Flows .................................................................................................. 26
1. General ........................................................................................................................................ 27
2. Basis of preparation ..................................................................................................................... 28
3. Material Accounting Policies ...................................................................................................... 31
4. Material Accounting Judgements, Estimates and Assumptions .................................................. 43
5. Cash and Cash Equivalents ......................................................................................................... 44
6. Other Financial Assets ................................................................................................................ 45
7. Accounts Receivable and Prepayments ....................................................................................... 46
8. Inventories ................................................................................................................................... 46
9. Property, Plant and Equipment .................................................................................................... 47
10. Investment Properties .................................................................................................................. 49
11. Investment in Equity-Accounted Associates ............................................................................... 52
12. Non-Controlling Interests ............................................................................................................ 53
13. Intangible Assets ......................................................................................................................... 54
14. Goodwill Arising on Acquisition ................................................................................................ 54
15. Accounts Payable, Other Liabilities and Provision ..................................................................... 55
16. Share Capital and Reserves ......................................................................................................... 56
17 Operating Expenses and Gain ..................................................................................................... 57
18. Interest-bearing Loans and Borrowings ...................................................................................... 58
19. Income Tax .................................................................................................................................. 58
20. Revenue ....................................................................................................................................... 61
21. Segment Information ................................................................................................................... 62
22. Financial Risks, Management Objectives and Policies ............................................................... 63
23. Leases .......................................................................................................................................... 66
24. Earnings Per Share ...................................................................................................................... 66
25. Related Party Transactions .......................................................................................................... 67
26. Subsequent Events after the End of the Reporting Period ........................................................... 68
27. Headcount ................................................................................................................................... 68
28. Audit fees .................................................................................................................................... 68
29. Contingent liabilities ................................................................................................................... 68
3
Management Report
Review and development of the Group’s business and financial position
The net turnover for the year ended 31 December 2024 was EUR 40,469,443 compared with EUR
40,258,136 for the same period in 2023 representing flat performance from prior year. The net turnover is
mainly composed of income from operating a real estate portfolio in Hungary and the Netherlands.
2024 has been a year of stabilisation where many of the difficulties arising from earlier years still have
an impact upon the Group, that impact has had much less influence on the group results for the year.
Whilst revenue is flat, there has been a change in the distribution of the revenue with the group making
improvement in its Hungarian business whilst having to deal with some more challenging tenant matters in
the Netherlands.
At the same time, the Hungarian Forint still continues to be volatile and has lost around 7% in value since
the end of 2023.
The Group has also seen stabilisation of yields on the investment properties portfolio as the investment
climate has responded to improvements in inflation and falls in interest rates from both the ECB and the
Hungarian National Bank. This situation has resulted in a mild improvement in the property valuations which
in any case do not affect the Group’s operating cash flows which continue to be strong in all geographies.
On January 30
th
, 2024, Fotex established, with the participation of APF International, a new company
“Avenue Building BV”. Fotex owns both directly and indirectly 76.19% of this company. On February 24
th
,
2024, Avenue Building acquired a property in the Netherlands at a cost of EUR 10,307,078.
The overall income for the year amounts to EUR 41,568,038 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 2023: EUR 40,809,196).
The net result for the year is a profit of EUR 10,159,549.
No provision is either recognised or required for covering future environment fines or expenditures in
2024.
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
4
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 2024, 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 of Fotex Holding S.E. (the “Company”) 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.
6
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 2024, the Company’s issued share capital included 70,723,650
ordinary shares and 2,000,000 dividend preferred shares (31 December 2023: 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.
No new dividend preference shares were sold during 2024. In April 2024, the Group paid a dividend of EUR
180,000 on the dividend preference shares 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 2024, the Company held 29,706,859 treasury shares (of which 96.30% - 28,606,859 are
ordinary shares and 3,70% - 1,100,000 are dividend preferred shares) at a historic cost of EUR 45,514,725 (31
December 2023: 29,552,089 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). During 2024, the Company purchased
154,770 of its ordinary shares (2023: 305,979 shares) at acquisition cost of EUR 494,203 (2023: EUR 929,326)
and sold no dividend preference shares to key members of management (2023: 900,000 at EUR 384,544) on
an arm’s length basis.
Significant Events after the end of the reporting period
There have been no significant events after the end of the reporting period.
Significant direct and indirect Shareholders
Gábor Várszegi, Chairman of the Board of Fotex Holding S.E., 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 2024
Blackburn Luxembourg controlled 50.35% (31 December 2023: 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 11
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 18 April 2024 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 2024.
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 18 April
2024. 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 2024.
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 Group’s 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 Group’s 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.
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.
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).
11
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
Until January 31
st
, 2025 the Company operated a share buyback program which was 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. At its meeting on January16th, 2025, the Board concluded that having
achieved its goals, the buyback program would come to an end and no further shares would be bought back
under that program.
12
Future Prospects
The Group continues to maintain a stable and strong financial position as in previous years; however,
during 2024 it utilized a portion of its available cash to purchase a majority stake in a property while also
taking on a minority stake in a local Dutch service provider. This has enabled the Group to have more quality
control over how its own Dutch assets and subsidiaries are managed while also tapping into another potential
area of business via this new minority investment. However, due to these investments in 2024 the overall
cash balance including short term investments of the Group fell by 16% from the end of 2023 which means
that there is thus overall, less cash available for possible future acquisitions which may become available
during 2025. The Group will continue to wait for the best possible opportunities for investment in 2025 while
still facing a difficult finance environment with higher interest rates and possible inflationary pressure during
the year along with a very volatile EUR/HUF exchange rate. As in previous years the Group will continue to
develop its companies to optimize their operations especially in energy related investments in our
Hungarian property portfolio as during 2024. As of today, three minor and a larger investment have already
been made by the Group in Hungary into solar power generation at four different distinct Group owned
properties. The Group will continue to analyse the benefits of these investments to assess the effectiveness
and profitability of what we have already achieved to gauge if further investment into similar projects in the
course of 2025 are warranted. However, as such investments may require larger capital outlays any such steps
would be done only incrementally and therefore are expected to be manageable for the Group. Obviously,
these would only be carried out by the Group should the investment related yields achieved via such steps be
attractive enough to warrant such spending.
Unfortunately, however as during 2023 negative factors, such as inflation and currency volatility have
remained an issue for the Group in 2024. We expect these problems to continue during 2025 and these may
ultimately have an impact on some of the Group's tenants. First the war in the Ukraine continues to cause a
variety of issues to this day such as supply chain disruptions, inflation pressures as well as influencing labor
markets and the end of this conflict is currently totally unclear. Second the new EU and US administrations
and the hawkish trade stance of US President Donald Trump may further complicate already difficult,
complex, and strained EU/US relations. Third recent developments in Artificial Intelligence (AI) both in the
US and China continue to cause changes in many well-established industries which may ultimately impact
certain market participants with unexpected results. Finally, even though there is a recent ceasefire in the
fighting in the middle east between Israel and Hamas the humanitarian crisis is yet from over and it is unclear
what the recent change of power in Syria means for the region as a whole and if the Israel and Hezbollah
fighting will continue during 2025.
During 2024, the effects of inflation were negligible as compared to 2023, but inflationary concerns
continue to be a problem especially in the light of the new tariffs proposed by the new Trump administration.
Furthermore, ECB interest rate cuts during 2024 have made financing projects and obtaining new bank loans
partially easier but obtaining financing continues to be challenging and more time consuming as compliance
and risk related issues still hamper all companies trying to obtain bank financing. All these effects together
may result in certain tenants needing lease discounts or other financial support in the form of rent-free months
during 2025. This in turn may also result in the Group losing some of its current overall 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 strong and positive cash flow.
Finally, it is expected that due to a combination of all the aforementioned factors, spending and
increased unemployment may most likely cause further economic pressure for several countries as during the
past few years; this in turn may lead to a global slowdown and even a possible recession during 2025 and
may also be problematic for the Group when trying to find new tenants and extending existing leases.
The
Group
will
continue
to
nronitor
all
these
irrterrelated
issues
and
wi1l
make all
the
necessal'Y
investmetrts
into
tecbnology
to nrinirnize
the effects
upoll
oul,
operations.
Of course,
tlre
1ong-term
effects
of
the current
situation
are
still
uncertain
bttt
from an
economic
standpoint,
we still
exPect
rnedium
to long
term
consulner
habit
trends
eventually
to nolrnaiize
and
the Group
wil1
adapt
its stfategy
accordirrglY.
Based on
these
facts
we continue
to
mainiain
the
expectation
of
challenging
times
for
tenants
as
well
as
finding
new
tenants
will
continue
to be
issues
for
the Group
during
2025 but
rernain
manageable
from
an
oPerational
standpoint.
n
l]ll
February
2'7'h 2)zs,Luxembourg
H . l] _
\\. §--_
Várszegi
Eábor
\
Fotex
Holding
S.E.Chairrnan
of tlre
Board
IJ
Management
Responsibility
§tatement
Mernber
of the l]oard
of Directors
14
Gábor VÁRSZEGI
chairman
of the Board
of Directors
Tel. 352 45 123-1
www.bdo.lu
1, rue Jean Piret
Boîte Postale 351
L-2013 Luxembourg
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
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. its subsidiaries (the
“Group”), which comprise the consolidated statement of financial position as at 31 December
2024, 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 2024, 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
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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 2024, the Group held a portfolio of investment properties with a carrying
amount of EUR 139,153,575 (2023: EUR 132,219,565) and respective fair value of EUR
319,479,983 (2023 EUR 299,002,371). 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.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
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• 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.
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 “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.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
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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.
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.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
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.
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 five 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 N° 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 2024 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.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
In our opinion, the consolidated financial statements of Fotex Holding S.E. as at
31 December 2024, have been prepared, in all material respects, in compliance with the
requirements laid down in the ESEF Regulation.
Luxembourg, 4 March 2025
BDO Audit
Cabinet de révision agréé
represented by
Christoph Schmitt
21
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Financial Position
Figures in EUR
Note
31 December 2024
31 December 2023
EUR
EUR
Assets
Current Assets:
Cash and short-term deposits
5
35,904,945
42,874,890
Current portion of other financial assets
6
8,647,177
1,328,628
Accounts receivable and prepayments
7
8,553,653
10,724,550
Inventories
8
3,862,401
3,907,066
Total current assets
56,968,176
58,835,134
Non-current Assets:
Property, plant and equipment
9
2,331,731
3,014,084
Investment properties
10
139,153,575
132,219,565
Investments in equity-accounted associates
11
3,439,400
-
Deferred tax assets
19
761,023
422,891
Intangible assets
13
144,850
916,656
Non-current portion of other financial assets
6
4,815,546
3,131,199
Goodwill arising on acquisition
14
7,685,794
7,685,794
Total non-current assets
158,331,919
147,390,189
Total assets
215,300,095
206,225,323
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable and other liabilities
15
11,457,848
11,039,418
Total current liabilities
11,457,848
11,039,418
Non-current Liabilities:
Other long-term liabilities
15
2,743,779
3,801,822
Deferred tax liability
19
3,335,164
3,526,368
Total non-current liabilities
6,078,943
7,328,190
Shareholders’ Equity:
Issued capital
16
30,543,933
30,543,933
Additional paid-in capital
25,495,008
25,495,008
Retained earnings
194,049,637
183,723,805
Translation difference
(9,158,864)
(6,899,107)
(45,020,522)
Treasury shares, at cost
16
(45,514,725)
Equity attributable to equity holders of the parent company
195,414,989
187,843,117
Non-controlling interests in consolidated subsidiaries
12
2,348,315
14,598
Total shareholders’ equity
197,763,304
187,857,715
Total liabilities and shareholders’ equity
215,300,095
206,225,323
The accompanying notes on pages 26 to 68 form an integral part of these consolidated financial
statements.
22
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Profit or Loss
Figures in EUR
Note
2024
2023
EUR
EUR
Revenue
20, 21
40,469,443
40,258,136
Cost of sales
(480,939)
(641,987)
Gross Profit
39,988,504
39,616,149
Operating expenses and gain
17
(29,177,638)
(28,646,809)
Gain/Loss on disposal of subsidiary
undertakings
-
(202,861)
Operating profit
10,810,866
10,766,479
Interest income
1,188,595
551,060
Interest expenses
18
(42,934)
(272,088)
Share of post-tax profits of equity
accounted associates
39,400
-
Income before income tax
11,995,927
11,045,451
Income tax expense
19
(1,836,378)
(2,282,377)
Net income
10,159,549
8,763,074
Attributable to:
Equity holders of the parent company
10,325,832
8,763,074
Non-controlling interests
(166,283)
-
Net income
10,159,549
8,763,074
Basic earnings per share
24
0.24
0.20
Diluted earnings per share
24
0.24
0.20
.
The accompanying notes on pages 26 to 68 form an integral part of these consolidated financial statements.
23
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Comprehensive Income
Figures in EUR
Note
2024
2023
EUR
EUR
Net income
10,159,549
8,763,074
Other comprehensive income:
(2,259,757)
1,693,404
Total comprehensive income/ (loss)
7,899,792
10,456,478
Attributable to:
Equity holders of the parent company
8,066,075
10,456,478
Non-controlling interests
(166,283)
-
7,899,792
10,456,478
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 26 to 68 form an integral part of these consolidated financial statements.
24
Fotex Holding S.E. and Subsidiaries
Consolidated Statement of Changes in Equity
Figures in EUR
for the year ended 31 December 2024
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 2024
30,543,933
25,495,008
183,723,805
(6,899,107)
(45,020,522)
187,843,117
14,598
187,857,715
Net income 2024
-
-
10,325,832
-
-
10,325,832
(166,283)
10,159,549
Other comprehensive income
-
-
-
(2,259,757)
-
(2,259,757)
-
(2,259,757)
Total comprehensive income
-
-
10,325,832
(2,259,757)
-
8,066,075
(166,283)
7,899,792
Purchase of treasury shares
(Note 16)
-
-
-
-
(494,203)
(494,203)
-
(494,203)
Incorporation of subsidiary with
NCI (Note 12)
-
-
-
-
-
-
2,500,000
2,500,000
31 December 2024
30,543,933
25,495,008
194,049,637
(9,158,864)
(45,514,725)
195,414,989
2,348,315
197,763,304
The accompanying notes on pages 26 to 68 form an integral part of these consolidated financial statements.
25
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 16)
-
-
-
-
(929,326)
(929,326)
-
(929,326)
Sale of preference shares to
management. (Note 17)
-
-
-
-
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 26 to 68 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
2024
2023
EUR
EUR
Cash flows from operating activities:
Income before income taxes
11,995,927
11,045,451
Depreciation and amortisation
9, 10
7,480,256
6,711,640
Scrapped/written down fixed assets
18,363
433,499
Scrapped/written down inventories
-
99,521
Scrapped/written down intangibles
829,083
910,912
Loss/(gain) on disposals of fixed assets and investment properties
9, 10
(78,244)
(52,438)
Loss/(gain) on disposals of subsidiary undertakings
-
202,861
Share of post-tax profits of equity accounted associates
(39,400)
-
Interest income
(1,188,595)
(551,060)
Interest expenses
18
42,934
272,088
Changes in working capital:
Accounts receivable and prepayments
(1,459,317)
(3,469,876)
Inventories
44,665
(9,433)
Accounts payable and other liabilities
(475,869)
1,405,036
Cash generated from operations
17,169,803
16,998,201
Income tax paid
(2,191,325)
(2,673,177)
Net cash flow from operating activities
14,978,478
14,325,024
Cash flows from investing activities:
Acquisition of investment properties
10
(11,821,090)
(5,436,630)
Acquisition of tangible and intangible assets
9
(1,184,024)
(241,909)
Cash proceeds from disposal of tangible fixed assets
-
154,162
Loan to equity investment
(1,538,915)
-
Prepayment for investment acquisition
7
-
(3,400,000)
Other changes of tangible and intangible assets
9
-
(1,626)
Interest received
1,188,595
551,060
Net cash flow used in investing activities
(13,355,434)
(8,374,943)
Cash flows from financing activities:
Interest paid
(42,934)
(272,088)
Repayments of loan received
18
-
(47,036,021)
Purchase of short-term government bonds
(7,571,900)
-
Purchase of treasury shares
16
(494,203)
(929,326)
Sale of preference shares to management
16
-
384,544
Net cash flow used in financing activities
(8,109,037)
(47,852,891)
Change in cash and cash equivalents
(6,485,993)
(41,902,810)
Cash and cash equivalents at beginning of the year
5
42,874,890
83,656,881
Effect of foreign currency translation
(483,952)
1,120,819
Cash and cash equivalents at end of the year
5
35,904,945
42,874,890
The accompanying notes on pages 26 to 68 form an integral part of these consolidated financial
statements.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
27
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., Avenue Building
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:
Ownership (%) Registered Address Subsidiaries Principal Activities 31/12/2024 31/12/2023 Ajka Kristály Crystal manufacturing 4 Alkotmány utca, 8400 Ajka, 100.00 100.00 Üvegipari Kft. and retail Hungary Avenue Building 13 Sarphatlkade, WV1017 Property management 76.19 - B.V. Amsterdam, Netherland Fotex Netherlands 13 Sarphatlkade, WV1017 Property management 100.00 100.00 B.V. Amsterdam, Netherland 13 Sarphatlkade, WV1017 FN2 B.V. Property management 100.00 100.00 Amsterdam, Netherland 13 Sarphatlkade, WV1017 FN3 B.V. Property management 100.00 100.00 Amsterdam, Netherland 13 Sarphatlkade, WV1017 FN5 B.V. Property management 100.00 100.00 Amsterdam, Netherland Internet retail and other 1 Palatinus. út, 1025 Budapest, Fotexnet Kft. 99.89 100.00 services Hungary Hungaroton Music 45-49 Reitter Ferenc utca, 1135 Music archive 99.21 99.21 Zrt. Budapest, Hungary 1 Palatinus. út, 1025 Budapest, Keringatlan Kft. Property management 99.99 99.99 Hungary Long Term CRE 13 Sarphatlkade, WV1017 Property management 100.00 100.00 Fund B.V. Amsterdam, Netherland 12 Nagy J. utca, 1126 Budapest, Sigma Kft. Property services 100.00 100.00 Hungary 1 Palatinus. út, 1025 Budapest, Székhely 2007 Kft. Property services - 99.27 Hungary Upington 28 avenue Pasteur, L-2310 Investment holding 100.00 100.00 Investments S.à r.l. Luxembourg, Luxembourg
On January 30
th
, 2024, Fotex established, with the participation of APF International, a new company
“Avenue Building BV”. Fotex owns 76.19% of this company. On February 24
th
, 2024, Avenue Building
acquired a property in the Netherlands at a cost of Euro 10,307,078 see Note 10.
With effect from July 1, 2024, Fotexnet and Székhely 2007 were merged with Fotexnet being the surviving
company. There were no adjustments to the consolidated assets or liabilities arising from this merger.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
28
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
, 2024 were authorized
for issue by the Board of Directors on February 27
th
, 2025.
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 2024 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.
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 2024
The following new standards and amendments are effective for the period beginning 1 January 2024:
• Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7);
• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and
• Non-current Liabilities with Covenants (Amendments to IAS 1).
Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7) On 25 May 2023, the IASB issued Supplier
Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures. The amendments require entities to provide certain specific disclosures (qualitative and
quantitative) related to supplier finance arrangements. The amendments also provide guidance on
characteristics of supplier finance arrangements. The amendments provide a transition relief whereby an entity
is not required to provide the disclosures, otherwise required by the amendments, for any interim period
presented within the annual reporting period in which the entity first applies those amendments. The Group
carried out an assessment of its contracts and operations and concluded that these amendments have had no
effect on the consolidated financial statements, regardless of the transition relief provided.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
29
2. Basis of preparation (continued)
New standards, interpretations and amendments adopted from 1 January 2024
(continued)
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16); On 22 September 2022, the IASB issued
amendments to IFRS 16 – Lease Liability in a Sale and Leaseback (the Amendments Prior to the Amendments,
IFRS 16 did not contain specific measurement requirements for lease liabilities that may contain variable lease
payments arising in a sale and leaseback transaction. In applying the subsequent measurement requirements
of lease liabilities to a sale and leaseback transaction, the Amendments require a seller-lessee to determine
‘lease payments’ or ‘revised lease payments’ in a way that the seller-lessee would not recognise any amount
of the gain or loss that relates to the right of use retained by the seller-lessee.
These amendments had no effect on the consolidated financial statements of the Group.
Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants
(Amendments to IAS 1) The IASB issued amendments to IAS 1 in January 2020 Classification of Liabilities
as Current or Noncurrent and subsequently, in October 2022 Non-current Liabilities with Covenants. The
amendments clarify the following:
• An entity’s right to defer settlement of a liability for at least twelve months after the reporting period must
have substance and must exist at the end of the reporting period.
• If an entity’s right to defer settlement of a liability is subject to covenants, such covenants affect whether
that right exists at the end of the reporting period only if the entity is required to comply with the covenant
on or before the end of the reporting period.
• The classification of a liability as current or non-current is unaffected by the likelihood that the entity will
exercise its right to defer settlement.
• In case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity’s own
equity instruments, such settlement terms do not affect the classification of the liability as current or non-
current only if the option is classified as an equity instrument.
These amendments have no effect on the measurement of any items in the financial statements of the Group.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
30
2. Basis of preparation (continued)
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 2025:
• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates)
The following amendments are effective for the period beginning 1 January 2026:
• Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS
9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures.
• Annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1, IFRS 7, IFRS 9,
IFRS 10, and IAS 7.
The following amendments are effective for the period beginning 1 January 2027:
• IFRS 18 - Presentation and Disclosure in Financial Statements.
• IFRS 19 - Subsidiaries without Public Accountability: Disclosures
The following amendment has yet to have an effective date:
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - Amendments
to IFRS 10 and IAS 28.
The Group is currently assessing the impact of these new accounting standards and amendments and with
the exception of any effect of IFRS 18, does not expect any of these to have a material impact on the Group.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
31
3. Material Accounting Policies
Basis of consolidation
The consolidated financial statements comprise the financial statements of Fotex and its subsidiaries as
at 31 December 2024. 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 2024
Figures in EUR
32
3. Material Accounting Policies (continued)
Basis of consolidation (continued)
Associates
Where the Group has the power to participate in (but not control) the financial and operating policy
decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated
statement of financial position at cost. Subsequently associates are accounted for using the equity method,
where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised
in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess
of the Group's investment in the associate unless there is an obligation to make good those losses). Profits and
losses arising on transactions between the Group and its associates are recognised only to the extent of
unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting
from these transactions is eliminated against the carrying value of the associate. Any premium paid for an
associate above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities
acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence
that the investment in an associate has been impaired the carrying amount of the investment is tested for
impairment in the same way as other non-financial assets.
Non-controlling interests
For business combinations completed prior to 1 January 2010, the Group initially recognised any non-
controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net
assets. For business combinations completed on or after 1 January 2010 the Group has the choice, on a
transaction by transaction basis, to initially recognise any non-controlling interest in the acquiree which is a
present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event
of liquidation at either acquisition date fair value or, at the present ownership instruments' proportionate share
in the recognised amounts of the acquiree's identifiable net assets. Other components of non-controlling
interest such as outstanding share options are generally measured at fair value. The Group has not elected to
take the option to use fair value in acquisitions completed to date. From 1 January 2010, the total
comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-
controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in
such subsidiaries were attributed entirely to the Group.
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 2024: 410.09 HUF/EUR (31 December
2023: 382.78). The profit or loss statement is converted to EUR using the Hungarian National Bank average
FX rate of HUF/EUR 395.20 (31 December 2023 HUF/EUR 381.95. 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.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
33
3. Material Accounting Policies (continued)
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.
Revenue from contracts with customers
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.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
34
3. Material Accounting Policies (continued)
Revenue from contracts with customers (continued)
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.
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.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
35
3. Material Accounting Policies (continued)
Revenue from contracts with customers (continued)
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.
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.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
36
3. Material Accounting Policies (continued)
Financial assets (continued)
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.
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 2024
Figures in EUR
37
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 2024
Figures in EUR
38
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 2024
Figures in EUR
39
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 2024
Figures in EUR
40
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 2024
Figures in EUR
41
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 2024
Figures in EUR
42
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.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
43
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 14.
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 19.
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.
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 13.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
44
4. Material Accounting Judgements, Estimates and Assumptions (continued)
Share based payments
In 2023, 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 2024 an amount of EUR
180,000 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 17.
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 22,978,554 at an average rate of 2,5% (in 2023 cash included EUR
30,000,000 at rate 3.5 %).
A significant amount of cash is held with the following institutions:
2024 2023 Rating Cash balance Rating Cash balance EUR EUR ING** A1 26,954,496 A1 34,322,630 Oberbank* A 3,693,614 A 7,408,025 Raiffeisen** A- 205,578 A3 290,631 Other 8,764,002 4,655,426 Total cash held at banks 39,617,690 46,676,712
* rated by S&P
** rated by Moody’s
The reconciliation of cash held at banks for 2024 and 2023 is set out below:
Note 2024 2023 Cash and cash equivalents 5 35,904,945 42,874,890 Cash deposit - current 6 968,966 1,206,745 Cash deposit - non current 6 2,743,779 2,595,077 Total cash held at banks 39,617,690 46,676,712
The value of cash and short-term deposits is EUR 35,904,945 (31 December 2023: EUR 42,874,890).
Due to their short-term nature, the carrying value of cash and cash equivalents approximates their fair
value.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
45
6. Other Financial Assets
31 December 2024 31 December 2023 Current EUR EUR Cash deposits connected to rented 968,966 1,206,745 properties Other short-term investments 7,678,211 121,883 Other current financial assets, total 8,647,177 1,328,628
Other short term investments consist primarily of short term (3 month) German Government Bonds.
31 December 2024 31 December 2023 Non-current EUR EUR Cash deposits connected to rented 2,743,779 2,595,077 properties Long term rent free period accrual 485,631 489,009 Long term loan to equity accounted 1,538,915 - associates Unquoted equity instruments 47,221 47,113 Other non-current financial assets, total 4,815,546 3,131,199
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 15).
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.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
46
7. Accounts Receivable and Prepayments
31 December 2024 31 December 2023 EUR EUR Accounts receivable 6,490,774 4,968,822 Impairment loss on accounts receivable (753,900) (75,553) Tax assets 1,093,537 467,166 Other receivables 738,807 874,352 Prepayment for the acquisition of investments - 3,400,000 (Note 24) Prepayments/accrued income 992,895 1,098,223 Impairment loss on other receivables (8,460) (8,460) Total 8,553,653 10,724,550
Tax assets are mainly VAT receivable and are typically received within three months.
Impairment loss on debtors and on other receivables at 31 December 2024 is 762,360 (31 December
2023: EUR 84,013).
Prepayments and accrued income is EUR 992,895 (2023 EUR 4,498,223).
Due to their short-term nature, the carrying value of accounts receivable and prepayments approximates their
fair value.
8. Inventories
31 December 2024 31 December 2023 EUR EUR Merchandise and finished products 5,738,665 5,965,530 Materials 319,449 239,058 Work in progress 721,814 840,064 Inventories, gross 6,779,928 7,044,652 Impairment of merchandise and finished (2,612,987) (2,811,318) products Impairment of work in progress (304,540) (326,268) Impairment of inventories (2,917,527) (3,137,586) Total inventories, net 3,862,401 3,907,066
The Group has recorded total impairment on inventory of EUR 2,917,527 (2023 Euro 3,137,586).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
47
9. Property, Plant and Equipment
Movements in property, plant and equipment during 2024 and 2023 were as follows:
Furniture, Land, machinery, Total buildings equipment, fittings EUR EUR EUR Cost: 1 January 2024 1,921,304 5,074,002 6,995,306 Additions and capitalizations 3,305 1,147,293 1,150,598 Transfer to Investment properties (940,665) - (940,665) Disposals and write downs - (453,074) (453,074) Currency gain/(loss) arising on (187,370) (501,575) (688,945) retranslation 31 December 2024 796,574 5,266,646 6,063,220 Accumulated depreciation: 1 January 2024 (335,671) (3,645,551) (3,981,222) Depreciation expense (12,065) (597,573) (609,638) Transfer to Investment properties 16,355 - 16,355 Disposals and write downs 428,162 428,162 Currency gain/(loss) arising on 42,898 371,956 414,854 retranslation 31 December 2024 (288,483) (3,443,006) (3,731,489) Net book value 31 December 2024 508,091 1,823,640 2,331,731 31 December 2023 1,585,633 1,428,451 3,014,084
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 2024
Figures in EUR
48
9. Property, Plant and Equipment (continued)
Furniture, Land, machinery, Construction Total buildings equipment, in progress* fittings 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 124,860 185,242 - 310,102 retranslation 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 (13,433) (123,100) - (136,533) retranslation 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
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.
* Construction in progress shows the net movement of current year.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
49
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 2024 and 2023 were as follows:
31 December 2024 31 December 2023 Cost: EUR EUR Opening balance 208,769,209 198,539,463 Additions 14,228,446 5,436,630 Transfer (to)/from property, plant and 940,665 2,629,301 equipment Disposal (126) - Currency gain/(loss) arising from retranslation (4,220,027) 2,163,815 Closing balance 219,718,167 208,769,209 Accumulated depreciation: Opening balance (76,549,644) (68,684,142) Depreciation expense (6,886,514) (6,465,996) Other increase 255,885 - Transfer to property, plant and equipment (16,355) - Disposal 19 - Currency gain/(loss) arising from retranslation 2,632,017 (1,399,506) Closing balance (80,564,592) (76,549,644) Net book value: Closing balance 139,153,575 132,219,565 Opening balance 132,219,565 129,855,321
2024 transactions
On January 30
th
, 2024, Fotex established, with the participation of APF International, a new company “Avenue
Building BV”. On February 24
th
, 2024, Avenue Building acquired a property in the Netherlands at a cost of
Euro 10,307,078.
The group transferred three plots of land held in Ajka to its investment property portfolio with a value of Euro
940,665 from property, plant and equipment. These plots are held with the intention of capital gain.
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.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
50
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 2024 and 2023 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.
The fair value of investment properties at 31 December 2024 are set out below:
Category Net book value Estimated fair value EUR EUR Dutch commercial properties 114,951,898 151,272,340 Hungarian commercial properties 24,201,677 168,207,643 Total investment properties 139,153,575 319,479,983
The fair values 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 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 Magyarország 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 2024
Figures in EUR
51
10. Investment Properties (continued)
Key valuation assumptions for 2024
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.
• The used yield rate per property item located in Hungary is between 9.32%-12% depending on
the type and location of the property (2023: 9.32%-12%). For the Dutch properties, the
calculated yield rate is between 7.45%-8.98% (2023: 7.45%-8.98%). The yield has remained
constant from 2023 primarily due to the stabilisation of interest rates in the Eurozone area and
less economic turbulence and uncertainty affecting investor sentiment from 2023.
• 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% (2023 5% to
30%). For the Hungarian shopping mall, a capitalisation rate of 9.5% and a discount rate of
11.5% were applied (2023 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 updated where market information is available or confirmed those values remain valid for
2024.
• Rents are predominantly set in EUR in the rental contracts. Where rent is set in HUF, the related
rent has been calculated at a 395.20 HUF/EUR exchange rate (2023 381.95 HUF/EUR).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
52
10. Investment Properties (continued)
The following table discloses the income from the rental of investment properties net of unrecoverable
costs:
2024 2023 EUR EUR Revenues from the rent of investment 26,678,741 26,776,070 properties Unrecoverable net operating costs (3,100,073) (1,307,854) Net income from the rent of investment 23,578,668 25,468,216 properties
11. Investment in Equity-Accounted Associates
The following entity has been included in the consolidated financial statements using the equity method:
Name Country of Incorporation & Proportion of Proportion of Principal place of business ownership ownership interest held interest held as at as at December 31, December 31, 2024 2023 Stichting The Netherlands 20% - Administratiekantoor APF International
The primary business of Stichting Administratiekantoor APF International (”STAK”) is to hold 100% of the
shares in APF International. APF International is a property management services in the Netherlands and is
also a related party of the Group. The registered address of STAK is 1017 WV Amsterdam, Sarphatikade 13.
The Group participates only in the result of the STAK from January 1, 2024 and has no rights or obligations
associated with the indirect ownership of APF International before that date. The Groups share of the result of
the year is calculated based upon the terms of the cooperation agreement associated with the acquisition of the
investment.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
53
11. Investment in Equity-Accounted Associates (continued)
Summarised financial information is set out below:
31 December 2024 31 December 2023 EUR EUR Current assets 2,332,871 - Non-current assets 7,061,366 - Current liabilities (953,794) - Non-current liabilities (1,705,637) - Net assets 6,734,806 - Group share of net assets 39,592 -
2024 2023 EUR EUR Revenues 5,626,253 - Profit 3,779,996 - Other comprehensive income - - Dividends received - -
12. Non-Controlling Interests
Avenue Building B.V. a 76.19% subsidiary of the Group has material non-controlling interests (“NCI”).
Summarised financial information in relation to Avenue Building B.V., before intra-group eliminations, is
presented below together with amounts attributable to NCI is set out below:
31 December 2024 31 December 2023 EUR EUR Revenues 34,762 - Loss for the year (758,936) - Total comprehensive income (758,936) - Current assets 683,437 - Non-current assets 10,971,839 - Current liabilities (164,212) - Non-current liabilities (1,750,000) - Net assets 9,741,064 - Net assets attributable to the NCI 2,348,315 - Cash flows from operating activities (963,551) - Cash flows from investing activities (10,983,956) -
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
54
13. Intangible Assets
Intangible assets consist primarily of the Groups holding of media and merchandising rights in FTC
Labdarúgó Zrt of EUR 0 (2023 EUR 763,214).
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 at that time 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.
Fotex launched a number of legal cases since 2012 to recover the value and has recorded a combination
of amortisation and impairment up to the year ended December 31
st
, 2023 of Euro 5,903,979.
In December 2024, Fotex received compensation from the outstanding legal cases of Euro 829,083 which
has been treated as recovery and adjustment to the impaired amount of the intangible asset. The balance as of
December 31
st
, 2024 of 0 reflects management’s repositioning to be able to launch future legal cases whilst
adopting a prudent position for the purposes of the consolidated financial statements.
Fotex continues to review the value lost through the change in legislation and may launch further legal
cases to recover amounts recorded as impaired
14. Goodwill Arising on Acquisition
Goodwill is allocated exclusively to Keringatlan for both 2024 and 2023.
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 2024. 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 2024
Figures in EUR
55
15. Accounts Payable, Other Liabilities and Provision
31 December 31 December 2024 2023 EUR EUR Trade payables 882,431 516,681 Taxes payable 1,637,219 3,121,209 Accrued expenses 4,323,147 3,713,556 Deferred rental income 2,810,767 2,914,084 Amount payable to employees 206,411 148,310 Deposits from tenants 1,346,678 354,045 Other liabilities 251,195 271,533 Total accounts payable and other current 11,457,848 11,039,418 liabilities
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 2024 31 December 2023 EUR 3,801,822EUR Other long-term liabilities 2,743,779
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 3,712,745 (2023: EUR 3,801,822) 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 2,743,779 (2023: EUR 2,595,077 and the part which is
expected within a year was classified as short-term tenant deposit liabilities EUR 968,966 (2023: EUR
1,206,745) (Note 6).
Deferred income is EUR 2,810,767 (2023 EUR 2,914,084).
Accrued expenses is EUR 4,323,147 (2023 EUR 3,713,556).
Taxes payable is EUR 1,637,219 (2023 EUR 3,121,209)
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 2024
Figures in EUR
56
15 Accounts Payable, Other Liabilities and Provision (continued)
Other liabilities include the following:
31 December 31 December 2024 2023 EUR EUR Dividend payable 138,321 138,773 Liabilities against social security - 4,772 Other short term liabilities 112,874 127,988 Total other liabilities 251,195 271,533
16. 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 2024, the Company’s issued share capital included 70,723,650
ordinary shares and 2,000,000 dividend preferred shares (31 December 2023: 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
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 2024; (2023: 1,100,000 preference shares with a face value
of EUR 462,000) are also shown in “Treasury shares”.
As at 31 December 2024, the Company held 29,706,859 treasury shares (of which 96.30% - 28,606,859 are
ordinary shares and 3,70% - 1,100,000 are dividend preferred shares) at a historic cost of EUR 45,514,725 (31
December 2023: 29,552,089 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).
During 2024, the Company purchased 154,770 of its ordinary shares (2023: 305,979 shares) at acquisition cost
of EUR 494,203 (2023: EUR 929,326) and sold no dividend preference shares to key members of management
(2023: 900,000 at EUR 384,544) on an arm’s length basis.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
57
17 Operating Expenses and Gain
Operating expenses and gain include the following:
2024 2023 EUR EUR Payments to personnel, including directors’ (4,926,620) (4,220,101) fees Material and service type expenses (13,139,184) (12,868,688) Depreciation and amortisation charge (7,533,586) (6,725,562) Other expenses, net* (3,538,848) (4,832,458) Total operating expenses (29,138,238) (28,646,809)
Depreciation and amortisation is EUR 7,533,586 (2023 EUR 6,725,562).
*Other expenses (net) include the following:
2024 2023 EUR EUR Realised and unrealized FX differences (net) 150,589 (152,454) Taxes other than income tax (2,338,213) (2,477,430) Impairment and scrapping of tangible and intangible (85,509) (983,505) assets Impairment and scrapping of inventories (130,095) (222,343) Other expenses/income (1,135,620) (996,726) Total other expenses, net (3,538,848) (4,832,458)
In April 2024 a dividend of EUR 180,000 on the dividend preference 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 215,604 (2023: EUR 1,205,848).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
58
18. Interest-bearing Loans and Borrowings
In April 2023, the Group repaid all its outstanding debt in accordance with the terms of the loan agreement.
The Group has not entered into any third party debt arrangements since then.
Interest expense for the year was EUR 42,934 (2023 EUR 272,087).
19. Income Tax
Income tax expense: 2024 2023 EUR EUR Tax expense 2,365,713 4,411,704 Deferred tax expense / (income) (529,335) (2,129,327) Income tax expense 1,836,378 2,282,377
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
59
19. Income Tax (continued)
The actual corporate income tax rate departs from the rate specified in the tax law due to the following:
2024 2023 EUR EUR Income before minority interests and income taxes 11,995,927 11,045,451 Tax at Luxembourg rate 2,991,784 2,754,736 Effect of tax losses for which no corresponding deferred tax asset 77,375 626,035 recognized Effect of tax rate differences (1,238,372) (956,730) Hungarian sports relief (301,070) (8,630) Effect of other permanent differences 306,661 (133,034) Income tax expense 1,836,378 2,282,377
The Group has used the domestic Luxembourg tax rate for 2024 of 24.94 % for the purposes of the tax
reconciliation above (2023: Luxembourg tax rate of 24.94% was used).
The tax rate of the taxable profit is 9% in Hungary (2023 9%).
The income tax rate applicable to Fotex Holding S.E. is 24.94% (2023: 24.94%) and Upington
Investments S.à.r.l.is 24.94% (2023: 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% (2023: the threshold
was EUR 200,000 taxable at 19% 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 2024 and 2023 the tax rate used in the deferred tax calculation for the Hungarian companies is
9.00%.
In 2024 deferred tax for the Luxembourg entities are at the applicable income tax rates described above
whilst for the Dutch entities at 25.8% (2023: 25.8%).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
60
19. 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 2024 & 2023 respectively.
Consolidated Consolidated statement of financial profit or loss position 2024 2023 2024 2023 EUR EUR EUR EUR Deferred income tax liability Accumulated depreciation for tax purposes (3,279,663) (3,450,053) 170,390 503,082 Difference from loan transaction charges - 13,825 Deferred tax related to rental discount (55,501) (76,315) 20,913 42,215 Reinvestment reserve* - 1,477,630 Gross deferred income tax liabilities (3,335,164) (3,526,368) 191,203 2,036,752 Deferred income tax assets Accumulated depreciation for tax purposes 506,726 414,153 92,572 92,572 Impairment of debtors 8,738 8,738 - Temporary difference on loan origination fees Tax losses carried forward 245,560 - 245,560 - Revaluation difference on related party - - transactions Gross deferred income tax assets 761,024 422,891 338,132 92,572 Deferred income tax income / (expense) 529,335 2,129,324 Net deferred income tax liability (2,574,140) (3,103,477)
* 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. The amount of the tax was paid to the Dutch tax authority during the third quarter of
2024.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
61
20. Revenue
Sales revenue 2024 2023 EUR EUR Rental income revenue 26,678,741 26,776,070 Revenue from contracts with customers 13,790,703 13,482,066 Total sales revenue 40,469,443 40,258,136
Revenue from contracts with customers:
2024 2023 EUR EUR 6,202,874 6,246,087 Revenue from service charges to tenants 3,008,140 2,709,779 Ancillary mall revenue 3,145,614 3,158,694 Sale of goods* 1,056,637 1,016,194 Royalty revenue 377,438 351,312 Other sales revenue** 13,790,703 13,482,066 Total sales revenue
*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 the sales of crystal and glass products.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
62
21. 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:
2024 2023 EUR EUR Hungary 27,981,324 26,481,155 Netherlands 12,488,119 13,776,981 Total sales revenue 40,469,443 40,258,136
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
63
22. 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 has remained debt free
since then (Note 18).
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 Impact on total rate comprehensive income EUR 2024 +10% (225,819) -10% 169,066 2023 +10% (95,583) -10% 306,454
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:
2024 2023 EUR EUR Financial liabilities 8,496,624 8,268,784 Financial assets 6,493,338 6,375,091
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
64
22. 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 2024 the Group’s maximum
exposure to credit risk is EUR 61,101,946 (31 December 2023: EUR 58,059,268). The Group only deals with
banks with an S&P and Moody’s 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 2024
Figures in EUR
65
22. Financial Risks, Management Objectives and Policies (continued)
With the exception of the deposits from tenants for which the maturity is disclosed in Note 15, The
Group’s other liabilities based on contracted not discounted payments of EUR 8,862,429 (December 31, 2023,
EUR 8,125,334) 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 31 December 2024 and 31 December 2023 are presented below:
31 December 2024 31 December 2023 EUR EUR Short-term and long-term borrowings: - Trade payables and other current liabilities less 8,862,429 8,125,334 deferred rental income: Cash and cash equivalents: (39,617,690) (46,676,712) Net debt: (30,755,261) (38,551,378) Equity attributable to the Company: 197,763,304 187,857,715 Total: 228,518,565 226,409,093 Indebtedness ratio: (13,46%) (17.03%)
The Group’s indebtedness ratio increased from (17.03) % at 31 December 2023 to (13.46) % at 31
December 2024, primarily due to the increase in equity arising from the profit for the year and the increase 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 Group’s indebtedness reflects the nature of this
industry.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
66
23. 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 11 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.
The Group’s fixed rental fee revenue under non-cancellable leases as of 31 December 2024 (EUR):
Due in 2025 2026 2027 2028 2029 After 2029 Total 24,525,718 20,854,704 16,741,292 13,881,116 10,811,834 34,494,035 121,308,699
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
24. 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:
2024 2023 EUR EUR Net profit attributable to equity holders from 10,325,832 8,763,074 continuing operations Net profit attributable to shareholders 10,325,832 8,763,074 Weighted average number of shares in issue 43,062,187 43,068,338 during the year Basic earnings per share (EUR) 0.24 0.20
The diluted earnings per share agree with basic earnings per share in 2024 and 2023 as there is no dilution
effect in these years.
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
67
25. 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 2024 Blackburn Luxembourg controlled 50.35%
(31 December 2023: 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 2024 were EUR 589,278 (2023: EUR
599,398).
Administrative and expert fees paid by Fotex Ingatlan during 2024 were EUR 34,271 (2023: EUR
76,114).
For 2024, the Group was charged fees of EUR 354,150 for property management by APF International
(2023: 196,720 EUR for property management) and was charged director fees of EUR 96,000 by APF
International (2023: EUR 72,000).
For 2024, the Luxembourg entities were charged professional fees of EUR 473,947 by White Oak
Management (2023: EUR 405,504).
For 2024 the Hungarian entities received rental income and maintenance income of EUR 772,157 (2023
EUR 791,496) 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 1,161,167 in 2024 (2023: EUR 984,171).
Fotex Holding S.E. and Subsidiaries
Notes to consolidated financial statements
31 December 2024
Figures in EUR
68
26. Subsequent Events after the End of the Reporting Period
There were no material transactions after the end of the reporting period.
27. Headcount
Personnel changes: Average number of employees was 125 people in 2024 (2023: 122 people).
28. Audit fees
The breakdown of the audit fees for the Group is:
2024 2023 EUR EUR Audit fees 167,160 117,700 Total 167,160 117,700
29. Contingent liabilities
The Group does not have any contingent liabilities as of 31 December 2024.
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