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1923 Investments p.l.c.

Report & Consolidated Financial Statements

31 December 2023

 

 

 

 

Company Registration Number: C 63261

 

 

 

Contents

 

 

Directors’ report

Statement of responsibility pursuant to the Capital Markets Rules

Corporate governance – Statement of compliance

Other disclosures in terms of capital markets rules

Statements of profit or loss and other comprehensive income

Statements of financial position

Statement of changes in equity – the group

Statement of changes in equity – the company

Statements of cash flows

Notes to the financial statements

Independent auditor’s report

 

 

 

 

Directors’ report

 

The directors present their report together with the audited financial statements of 1923 Investments p.l.c. (the Company) and the consolidated financial statements of the Group of which it is the parent, for the year ended 31 December 2023.

Principal activities

The Company acts as an investment company and service provider to its subsidiary undertakings.

The group is engaged in (i) the sale and distribution of Apple products and third party electronic products as an Apple Premium Partner and reseller, (ii) the sale, maintenance and servicing of information technology solutions, security systems (iii) electronic payment solutions and (iv) mobile device repair and the sale of refurbished phones and accessories under the iRiparo and UZED brands.

On 28 April 2023, 1923 Investments sold its holdings in Hili Logistics Limited to HV Marine Limited (renamed to Breakwater Investments Limited) a subsidiary of Hili Ventures Limited and therefore no longer provides road, sea and air logistics services.

Performance review – The Group

During the year under review, the consolidated revenue excluding discontinued operations increased by 42.6% to € 281,765,007 (2022: € 197,547,492). The increase in revenue was mainly driven by (i) the acquisition of Cortland on 31 March 2023 covering the period April to December 2023 and (ii) an increase in organic revenue of 10.6% at iSpot.

In 2023, the Group registered an operating profit of € 9,687,794 (2022: € 8,556,774) and an operating margin of 3.4% (2022: 4.3%). The Group registered a profit before tax from continuing operations of € 7,264,172 (2022: € 4,273,138). The profit from discontinued operations attributed to Hili Logistics Ltd amounted to €1,157,788 covering the period from 1 January to 28 April 2023 (2022: € 4,337,585).

The Group’s net assets at the end of 2023 amounted to € 68,591,581 (2022: € 59,536,589). In 2023, the increase in Net Asset Value amounting to € 9,054,992 (2022: € 6,705,329) reflects: (i) a profit for the year of € 5,100,517 (ii) an increase in translation and other reserves amounting to €3,474,042 due to a stronger Polish Zloty (PLN) versus the Euro (which closed at PLN 4.3395 at 31 December 2023 (2022: PLN 4.6808)). Non-controlling interest in Harvest increased from € 5,039,034 to € 5,214,985.

The Group measures the achievement of its objectives through the following other key performance indicators.

Financial

The Group’s current ratio (“current assets divided by current liabilities”) as at 31 December 2023 was 0.82 (2022: 1.02). The ratio is below 1 due to the inclusion of listed debt securities maturing in December 2024 and included within current liabilities at 31 December 2023. The Group uses this indicator as a measure of liquidity. Additional information is provided in note 3.

The Group also measures its performance based on EBITDA. During the year under review, EBITDA from continuing operations increased by € 4,031,654 to € 17,936,821 from € 13,905,167 in 2022 whilst the Group’s EBITDA margin amounted to 6.4% (2022: 7.0%).

The normalised return on average capital employed increased from 7.7% to 9.45% during the year under review, which is attributed to an increase in profitability from continuing operations.The return on average capital employed represents the profit on ordinary activities before finance costs and exceptional items but including share of results of joint ventures, divided by the average of opening and closing tangible net worth. For current year calculation purposes, debt securities classified as current have been excluded.

The Group’s gearing ratio has slightly increased to 45% (2022: 42%). Interest cover amounted to 3.8 times compared to 3.0 times in 2022.

Performance review – The Company as a stand-alone entity

The Company earned revenue and investment income of € 873,256 and € 3,940,460 respectively (2022: revenue of € 1,110,000 and investment income of € 6,368,299). The Company registered a loss before tax of € 1,967,613 (2022: profit before tax € 2,729,784). The net assets of the Company at the end of 2023 amounted to € 51,260,726 (2022: € 53,172,550).

Group performance review – non-financial

Apple Retail Business

On 31 March 2023, iSpot Poland acquired 100% of the shares in Cortland Sp. Z.o.o. (“Cortland”). Cortland, the second largest Apple Premium Reseller in Poland, operate d 16 retail outlets across the country. Through this acquisition, iSpot also gained a strong business-to-business segment and a leading education platform. The r etail b usiness in Poland now consists of iSpot and Cortland.

iSpot reported a strong year across all sales channels and a significant improvement in its customer loyalty and engagement programs. During 2023, iSpot reported a 10.6% (2022: 45%) increase in organic revenue and a 36.3% increase overall, when including the acquisition of Cortland. The c onsolidated profit before tax , amounted to €11,670,771 compared to €6,907,310 in 2022 , a year on year increase of 69%.

Footfall in stores increased by 6 % over 2023, driven by strong marketing campaigns, a larger retail store network and increase in service locations . Furthermore, iSpot generated (i) increased e-commerce sales, and (ii) higher basket spend paired with positive conversion rates. The physical conversion rate, which measures the percentage of actual purchases compared to customers entering the store, amounted to 11% in 2023. The average basket spend also rose by 6.9% to €320 compared to €299 in 2022. Revenue from e-commerce increased by 15.2% when compared to 2022.

Increased traffic and orders contributed to a high Net Promoter Score of 83% achieved in 2023.

The strong performance of brick-and-mortar stores in Poland encourages iSpot‘s management to continue to grow this channel. In 2023, it opened two new stores, in Galeria MM Poznań and Forum Koszalin. iSpot also inaugurated three Apple Premium Partner concept stores, two  in Warsaw and one in Wroclaw. The new concept store features a sleek minimalist interior, a dedicated space for Small and Medium Business, and a n Apple Authorized Service Point. In 2024, iSpot will continue to convert a number of select existing stores into Apple Premium Partner.

Harvest Technology plc

During the year under review, Harvest Technology registered an operating profit of € 837,947 (2022: € 2,089,978) on revenue of € 14,646,656 (2022: € 16,275,659). After accounting for net finance costs and taxation, the Group registered a profit for the year of € 819,910 (2022: € 1,341,370). The profit for the year includes a provision of € 0.5 million for an unsuccessful project at Apco Limited.

One of the key milestones for Apcopay in 2023 was the completion of the payment orchestration platform, Synthesis. The new cloud-enabled platform was launched in September 2023 and offers significant additional features for global merchants and scalability for future growth. During 2023, Apcopay reported a significant increase in transaction value which surpassed €1 billion, representing a 51% increase over 2022.

The management team at Apco Limited has focused on diversifying the business, engaging with new suppliers to expand its product and service portfolio. During the year, Apco Limited entered into a new collaboration with Cashmatic, a leader in self-pay and automated cash machines and is successfully rolling out these machines across retail and hospitality outlets.

IT Services provider, PTL Limited is committed to expanding its service offering, locally and internationally. In 2023, the management team has focused on developing new relationships with prospective partners in Europe and Africa, where PTL’s expertise in Health, Border Security and Financial Services is attracting interest from various stakeholders. PTL also continued to grow new industry verticals, including its ERP offering and a new cybersecurity product for both domestic and international clients.

E-Lifecycle Holdings GmbH - iRiparo

Following the incorporation of the company in June 2022, E-Lifecycle opened 12 outlets in Germany in the period under review. In 2023, E-Lifecycle  generated revenues of €676,004 (2022: €28,121), however it suffered an operating loss of € 3,180,546 (2022: € 722,376). This resulted in a loss before tax of € 3,342,097 (2022: € 733,637). On 31 January 2024, the Group sold the business.

Discontinued Operations

On 28 April 2023, the Company sold Hili Logistics Limited and its subsidiaries to a sister company which forms part of Hili Ventures, with an aim to streamline the group and focus on the technology industry, in particular its retail operation in Poland.

 

Principal risks and uncertainties

The Board of Directors together with the Audit Committee members, consider the nature and extent of the Group’s risk management framework and risk profile that is acceptable to the Board. The Audit Committee regularly reviews the work carried out by Internal Audit and ensures any weaknesses identified, are remedied so as not to pose a risk to the Group.

1923 Investments has established strategic relationships with its key partners and suppliers. These relationships support 1923 Investments’ product and service offerings and sales activities generally. There is no guarantee that 1923 Investments will be able to maintain these alliances, enter into further alliances or that existing suppliers will not enter into relationships with 1923 Investments’ competitors. The loss of any of these relationships, in particular, the agreement with Apple which authorises iSpot Poland Sp z.o.o and Cortland Sp z.o.o to engage in the sale and distribution of Apple products as an Apple Premium Partner and Reseller in Poland, could have a material adverse effect on 1923 Investments’ business, results of operations and financial condition.

Financial risk management

Note 45 to the financial statements provides details in connection with the Group’s use of financial instruments, its financial risk management objectives and policies and the financial risks to which it is exposed.

Non-financial statement

In line with the Directive 2014/95/EU and pursuant to Article 177 of the Companies Act (CAP. 386), and in terms of the Sixth Schedule of the Act, the Directors of 1923 Investments plc. are hereby reporting the impact of its activities on environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters.

1.       The Business Model

The Group operates the following three main business activities: (i) the sale of retail and distribution of Apple products and third-party electronic products as an Apple Premium Partner; (ii) the sale, maintenance and servicing of information technology solutions, security systems, and provision of electronic payment solutions; and (iii) mobile device repair and the sale of refurbished phones and accessories. These activities are undertaken by separate subsidiaries, as explained in the annual financial statements.

The Group’s iSpot’s and Cortland businesses offer an extensive range of Apple products, dedicated accessories, technical services and other software in Poland.

Under a Master Franchise Agreement with iRiparo, E-Lifecycle Holdings GmbH opened 12 stores dedicated to mobile device repair and the sale of refurbished phones and accessories in Germany.

Harvest Technology plc is a technology focused holding company and currently has three key subsidiaries: (i) PTL Limited is a multi-brand information technology solutions provider for businesses and the public sector; (ii) Apcopay Limitedoperates a payments solutions platform offering e-commerce processing services for retailers and internet-based merchants; (iii) Apco Limited provides a wide range of automation and security solutions catering to the banking, retail, fuel and other sectors.

Following the sale of Hili Logistics Limited in 2023, the Group no longer provides road, sea and air logistics services.

2.       Environmental Matters

The Group is mindful of its environmental responsibility and that its operations have both a direct and indirect impact on the surrounding environment.

Efforts are being made across the Group to manage its impact on critical environmental issues, including climate change, natural resource conservation and waste management. The Group is investing in innovations that can improve its environmental footprint, besides collaborating with other organizations to raise environmental awareness, working with key suppliers to promote environmentally responsible practices in its operations.

2.1 Carbon emissions and other pollutants

1923 Investments management understand that environmental responsibility transcends direct operations; so as the Group ensures it partners with suppliers who place great focus on minimising their carbon footprint and consequentially its environmental impact. iSpot as an Apple authorized reseller follows standards set out by the brand in all its outlets, including but not limited to the use of energy efficient lighting, controlled heating and cooling systems, as well as high levels of recycled product packaging to reduce in reducing waste and contributing to a circular economy.

In 2021, iSpot set off to source around a fifth of its energy requirements from utility companies which generate electricity from renewable energy (not fossil fuel), which effort has continued over 2022 and 2023. iSpot also offers its employees a cycle-to-work benefit (introduced in 2022), incentivizing employees to use bikes over cars on their daily commute to work.

2.2 Natural resource conservation

iSpot has continued its tree-seeding actions for employees, the “przygarnij złomka” initiative (refurbishment of computers for schools), and trade-in in stores to reduce circulating machines (both iphones, ipads and macs). Traded-in products are then serviced, repaired and reused, extending the life of the products, reducing waste and giving the materials a second life. In 2021 iSpot planted trees on a footprint of 1400 m 2 as part of the “forest forever” project. In 2023, 1522 m 2 were added and more trees were planted expanding the project’s impact.

 

2.3 Resource use and circular economy 

iSpot has also embarked on an exercise to redesign the packaging of its B-brand to eliminate foil and reduce plastic in its packaging. iSpot is planning to recycle used marketing materials such as demo products and accessories to be used by its employees after the marketing campaigns.

The introduction of a totally paper-free Leasing Process started in 2021 (with no paper documentation as well as an agreement with the supplier to re-forest area for each agreement signed by the customer), continued throughout 2023.

In order to reduce packaging waste, iSpot also optimized its bulk packaging process last year, sending one package rather than multiples, when shipping products to one location, decreasing its packaging waste. It also introduced reusable cartons to the online store, enabling customers to return their goods (if and when necessary) in the same packaging as that acquired.

 

2.4 Waste management

1923 Investments and all its subsidiaries use recycling measures and are now separating organic material, paper, plastic, metal and glass. Committed to waste management in the communities in which it operates,  subsidiaries are enrolled in local programmes for waste collection.

2.5 Energy efficiency

In terms of energy efficiency, the Group implements efficient and modern infrasrtucture throughout its business divisions, with the installation of energy management systems, automatic light switches and movement detectors together with the use of energy efficient equipment and LED lighting in its buildings.

Harvest Technology are reporting consumption of energy usage with a commitment to improve this metric going forward.

3.       Social and Employee Rights

3.1 Employee wellbeing

The Group strongly believes that its employees deserve to be treated with fairness, respect and dignity, providing equal opportunity for all. Employees have the right to work in a place that is free from harassment, acts or threats of physical violence, intimidation or abuse, sexual or otherwise.

Employees are also encouraged to have a healthy work-life balance, which will not only make them happier and more productive but would also help in leading healthier and more fulfilling lives.

At 1923 Investments and its subsidiaries, employees make use of recreational areas within office buildings, including gym facilities in some offices and and can benefit from working on a hybrid basis (working from office versus working from home).

iSpot continues to offer psychological emergency support (regardless of cause) and allocates funds for social or medical emergencies. iSpot is planning to extend the benefit of psychological support to psychotherapeutic support throughout Poland and subsidise psychiatric consultations. 

3.2 Health and Safety of Employees

The Group remains committed to providing a safe and healthy working environment for its employees, requiring them to abide by safety rules and practices and to take the necessary precautions to protect themselves and their fellow employees.  It continues to integrate Health and Safety in its policies and premises, ensuring that employees and clients health is safeguarded, above all else. Moreover, employees must immediately report accidents and unsafe practices or conditions to their immediate supervisors.

A safe environment, free of workplace hazards, violence, threats of violence, intimidation and inebriation is prioritized.  Any verbal abuse, threatening behavior, or conduct that may endanger persons or property, including possession of any unauthorized firearm or other weapon, is prohibited.  Policies on Health and Safety and Alcohol and Drug Abuse are also in place.

At iSpot, Health and Safety audits are undertaken for its stores, warehouses, service centre and head office throughout the year to ensure 100% compliance with government regulations and it also provides employees with regular courses on first aid in life-threatening emergencies. A n ergonomics audit was also conducted in 2023, the findings of which, guided the provision of additional monitors, mice and laptop stands for employees.

3.3 Employee long-term development

The Group provides various opportunities, nurtures talent, provides support to develop leaders and rewards achievement. Performance evaluation systems are employed across the Group by applying career progression mechanisms and by rewarding achievements.

All subsidiaries within 1923 Investments promote continuous development programmes through sponsorship, conduct talent assessments following the performance review process, and ensures appropriate succession planning and career growth.

Training and succession planning took centre stage at iSpot in 2023. The company offered several workshops and training for the advancement of careers (for example iSpot Heroes, iLeader+ (for Retail staff) and iSpot Managers Masterclass (for HQ, Service and Warehouse). Comprehensive and clear succession plans were also introduced.

3.4 Equality, diversity and inclusion at the workplace

The Group believes that a team of individuals with diverse backgrounds and experiences, working together in an environment that fosters respect and drives high levels of engagement, is essential to its continuing business success. We are committed to diversity and equal opportunities for everyone, respecting the unique attributes and perspectives of every employee, and we rely on these diverse perspectives to help the Group build and improve the relationships with customers and business partners. The Group embraces the diversity of its employees, customers and business partners, and we work hard to make sure everyone within the Group feels welcome. The Group provides equal treatment and equal employment opportunity without regard to race, colour, religion, sex, age, national origin, disability, sexual orientation, gender identity or any other basis protected by law.

As per our policy on Equal Opportunities and Sexual Harassment, employees respect the rights of fellow colleagues to fair treatment and equal opportunity, free from discrimination and unlawful harassment or retaliation.  We avoid any comments or behaviour toward others that may reasonably be regarded as harassment, or as reflecting bias on the basis of any protected category including, but not limited to, race, religion, national origin, age, sex, sexual orientation or disability. 

3.5 Support to the Community

In 2023 iSpot supported the “Santa Claus for Seniors” campaign. As part of the campaign, employees organized a fundraiser and sent gifts for seniors and people with disabilities who reside in nursing homes and assisted living facilities. The company also took part in the “Wielka Orkiestra Świątecznej Pomocy” charity drive. The campaign began in 2023 and had its finale in January 2024, which included a monetary donation and a run, with the funds allocated to the purchase of insulin pumps for diabetic pregnant women. In addition, the company put several products with special WOŚP logos up for auction. The company will continue to engage in similar activities following employees’ recommendations.

The 1923 Investments team dedicated 250 hours of volunteerism, working with organisations which assist the homeless and children needing special attention.

1.       Respect for Human Rights

The Group conducts its activities in a manner that respects human rights, taking the responsibility seriously to act with due diligence to avoid infringing on the human rights of others and addressing any impact on human rights if they occur. The Group’s commitment to respect human rights is defined in the code of business conduct, which applies to all employees of the Group. Group employees are trained annually on the standard of business conduct.

Employees conduct all aspects of our business in an ethical manner that reflects our dedication to integrity, honesty and fairness.  At all times, they are to obey the laws of the jurisdictions where we conduct business. Our Code of Business Conduct and ethics provide more information and guidance and is available in English and Polish so that it is communicated and understood by everyone in different countries.

2.       Anti-corruption and bribery matters

The Group’s employees must comply with the Group Code of Conduct and Whistle-blower Policy to ensure that all employees are discouraged from any corrupt practices or bribery as well as are incentivized to report any such activities in a direct line with the responsible Group supervisor, without fearing reprisals. Every employee is introduced to these policies upon employment and are mandatory to be adhered to it.

The Group prohibits all forms of bribery or kickbacks as detailed in the Code of Conduct. All employees, representatives and business partners must fully comply with anti-bribery legislation. To comply with the Group policy and anti-bribery laws, no employee should ever offer, directly or indirectly, any form of gift, entertainment or anything of value to any government official or his or her representatives.

The Group is committed to complying with the applicable laws in all countries where it does business. It adopts an anti-corruption policy which sets forth its commitment to ensuring that it carries out business in an ethical manner and abides by all applicable anti-bribery and anti-corruption laws in the countries in which it operates by, among other things, prohibiting the giving or receiving of improper payments in the conduct of its business, and by discouraging such behaviour by its business partners.

All employees must also comply with the Anti-Corruption Policy to ensure that corrupt practices are deterred, allowing the company and its people to operate with integrity. Employees and Directors should also not accept gifts or other things of value from suppliers or others that we do business with that are unlawful, improper or outside the bounds of company guidelines.

3.       EU Taxonomy Disclosure

The EU Taxonomy establishes an EU classification system for ecologically sustainable economic activities (EU Taxonomy). It is the European Union’s core tool to channel capital flows towards sustainable investments and to create market transparency. It encourages an increased flow of investments to where they are most needed for sustainable development. The regulation defines the following six environment objectives, i.e. Climate Change Mitigation, Climate Change Adaptation, Sustainable use and Protection of Water and Marine Resources, Transition to a Circular Economy, Pollution Prevention and Control and Protection and Restoration of Biodiversity and Ecosystems.

In accordance with Article 8 of the European Regulation 2020/852 (EU Taxonomy Regulation) and Article 10(2) of the Disclosures Delegated Act (Commission Delegated Regulation (EU) 2021/2178), 1923 Investments plc (or “the Group”) is subject to the obligation to disclose the part of its 2023 revenue, its capital expenditures, and operating expenses which is considered “eligible” as well as “aligned” under the EU Taxonomy of sustainable activities. Furthermore, the Group will disclose qualitative information (according to Section 1.2 of Annex I of the Disclosures Delegated Ac t as of January 2022) .

A Taxonomy-eligible economic activity means an economic activity that is included in the delegated acts supplementing the Taxonomy Regulation . Taxonomy-aligned activity, are eligible activities, which in addition meet the technical screening criteria (significant contribution), do not significant harm and comply with minimum social standards. T he EU regulation is in force for all the six environmental objectives , that are, climate mitigation , climate adaptation , sustainable use and protection of water and marine resources, transition to a circular economy, pollution prevention and control and protection and restoration of biodiversity and ecosystems .

Identifying eligible activities

In order to identify business activities that may be in scope of the European Taxonomy Regulation, the Group relied on the EU Taxonomy sources, including the:

Disclosures Delegated Act (Commission Delegated Regulation (EU) 2021/2178),

Climate Delegated Act (Commission Delegated Regulation (EU) 2021/2139),

Complementary Climate Delegated Act (Commission Delegated Regulation (EU) 2022/1214),

Amended Climate Delegated Act (Commission Delegated Regulation 2023/2485),

Environmental Delegated Act (Commission Delegated Regulation (EU) 2023/2486), and;

EU Taxonomy Compass.

 

In a first step, the eligible and non-eligible activities were identified based on the officially-assigned NACE codes of the Group’s subsidiaries in a top-down approach. [1] In case the NACE code was reflected in the EU Taxonomy on sustainable activities, the activity descriptions were assessed against the actual activities carried out by the entities to further verify and confirm eligibility. EU taxonomy activities, which have not been assigned a NACE code in the EU Taxonomy Compass/delegated acts (e.g. Storage of Hydrogen or restoration of wetlands) were assessed based on the activity description only.

Identified relevant activities within the EU Taxonomy, based on NACE code basis, are the following:

NACE

Activity stated in Taxonomy Climate Delegated Act

Dimension

65.1.2

10. Financial and Insurance Activities

Climate adaptation

62.0.1

8.4 Software enabling physical climate risk management and adaptation

Climate adaptation

47

4.1 Provision of IT/OT data-driven solutions

5.2 Sale of spare parts

5.4 Sale of second-hand goods

5.5 Product as-a-service and other circular use- and result-oriented service models

 

 

Circular Economy

46

5.2 Sale of spare parts

5.4 Sale of second-hand goods

5.5 Product as-a-service and other circular use- and result-oriented service models

 

Circular Economy

6 1

8.2. Data-driven solutions for GHG emissions reductions

5.6 Market for the trade of second-hand goods for reuse

Climate mitigation

Circular Economy

62

5.6 Market for the trade of second-hand goods for reuse

4.1 Provision of IT/OT data-driven solutions

8.2 Computer programming, consultancy and related activities

Circular Economy

Circular Economy / Water

Climate adaptation/ Climate mitigation

 

After reviewing the actual activities carried out by the respective entities, and assessing them in line with the more detailed EU Taxonomy descriptions, it was decided that the activities under NACE 62, 61, 65.1.2, 62.0.1 as well as 46 should not be considered eligible . This assessment has also been based on the Commission Notice on the interpretation of certain legal provisions of the Disclosures Delegated Act under Article 8 of EU Taxonomy Regulation on the reporting of eligible economic activities and assets (2022/C 385/01), in particular Question 5 on eligibility of climate adaptation-related economic activities.

Thus, NACE 47 for E-lifecycle Holdings GmbH only is considered and as presented below the final list of eligible activities is shown below:

NACE

Activity stated in Taxonomy Climate Delegated Act

Dimension

47

5.4 Sale of second-hand goods

Circular Economy

 

The Group’s qualifying economic activities do not fall under the category of either ‘transitional’ or ‘enabling’, according to the EU Taxonomy. The Disclosures Delegated Act’s amended Article 8 dictates that the amount and proportion of Taxonomy-aligned economic activities, eligible and non-eligible activities, referred in Sections 4.26-4.31, Annexes I and II of the Climate Delegated Act, must be disclosed. Since the Group’s economic activities do not fall under these specified sections, the KPIs recorded do not take into consideration the economic activities listed in Sections 4.26-4.31.

However, in addition to the core economic activities, also certain OpEx and CapEx that is channeled into Taxonomy-eligible or aligned activities, can be included in the calculations, as referenced in Annex I of the Disclosures Delegated Act (Commission Delegated Regulation (EU) 2021/2178) . However, as at 31 December 2023, no additional OpEX and CapEx was recorded.

Calculation of eligibility KPIs

In a second step, the three eligibility KPIs (turnover, Op E x, Cap E x) were calculated based on the EU Taxonomy regulation and Disclosures Delegated Act (Section 1.1 of Annex I  – KPIs of non-financial undertakings) and its definition of the denominator and numerator of the required KPIs.

This step consisted of:

(a)

Extracting the denominators for the 3 KPIs for the Group from the financial reporting system

(b)

Calculating the numerators for all identified eligible sub-activities within the Group and its subsidiaries based on Turnover, CapEx and OpEx

 

These non-financial statement disclosures are based on the same consolidation principles that have been applied in the Group’s financial reporting under the applicable accounting principles, in order to ensure comparability of this reporting with the Group's financial information.

The following definitions were applied:

 

Turnover

Capex

Opex

Numerator

Revenues derived from products and/or services associated with EU taxonomy eligible activities.

Capital expenditures that:

· relates to assets or processes associated with the EU taxonomy eligible activities;

· are part of a plan to expand taxonomy-eligible economic activities, or;

· that enable taxonomy-eligible activities to become taxonomy-aligned.

Operating expenses that are related to assets or processes associated with the EU taxonomy-eligible activities.

Denominator

Total consolidated r evenues accounted for in the Consolidated Income Statement under IFRS (included in Note 6 in the Financial Statements)

Total Capex consisting of a dditions to tangible and intangible assets accounted for in the Consolidated Financial Statements under IFRS during the financial year, considered before depreciation, amortisation and any re-measurements, excluding Goodwill (included in Notes 16 and 17 in the Financial Statements , Balance Sheet ).

Total OPEX consists of the total cost of sales and operating costs, but excluding the cost of Sales for iSpot since it is a material amount related to the purchase of electronic goods for resale.

 

Based on the above criteria the following KPIs were derived:

Table 1:

 

Turnover

CAPEX

OPEX

Nominator ( €)

676,004

n.a.

n.a.

Denominator ( €)

281,765,007

8,302,673

29,708,035

Taxonomy-Eligible Activities (%)

0.24%

0%

0%

 

Calculation of alignment KPIs

In a next step alignment for the identified eligible activities was assessed. Given that the eligible activity identified falls under the recently published Environmental Delegated Act (EU 2023/2486), for financial year 2023, only the eligibility assessment is required to be disclosed. Hence, the alignment assessment was not performed.

The presented KPIs can also be found in Annex 1, where Turnover, CapEx and OpEx KPIs for 1923 are presented in the templates provided in Annex II of regulation EU 2023/2486.

Additional Qualitative Disclosures

According to Art. 10.2 of EU 2021/2178 companies shall be disclosing the qualitive information referred to in Section 1.2 of Annex I in addition to the quantitative information above (KPIs of non-financial undertakings). No changes to the accounting policy (1.2.1) have taken place compared to the previous reporting year double counting has been avoided as for example eligible spend was only counted towards one environmental dimension (in case several were applicable). With regard to the required contextual information (1.2.3) changes of eligible KPIs during the reporting period have taken place, given that 1923 Investments sold its holdings in Hili Logistics Limited and therefore no longer provides road, sea and air logistics services. As the activities of this entity were eligible but not aligned, this change impacted the overall KPIs.

Summary and Outlook

For the 2023 reporting year, the complete reporting requirements of the EU Taxonomy with respect to climate change mitigation and climate change adaptation w ere applicable , whilst for sustainable use and protection of water and marine resources, transition to a circular economy, pollution prevention and control and protection and restoration of biodiversity and ecosystems, only eligibility was required.

Irrespective of the above Taxonomy disclosures with regard to the Group’s direct economic activity, the Group remains committed to its priority sustainability issues.

 

4.       Concluding remarks

The Directors are of the firm belief that having good social, environmental and governance structures support the Group’s strategy and its reputation and enables the business. Therefore, the company will be putting these matters high on its agenda, in order to bring tangible positive change to the environment, employees and society as a whole. The Group is also understanding and engaging with key stakeholders in honouring its upcoming commitments related to the Corporate Sustainability Reporting Directive (CSRD).

The Company will be launching and implementing initiatives during 2024 which include:

To give the opportunity to employees to make voluntary monthly donations of any amount to a charitable of their choice out of five identified charities. This initiative was already in place during 2023 however for 2024, charities recommended by employees have been included as part of the identified charities;

All staff to continue to perform 2 days each year as voluntary work at voluntary organisations as part of our corporate social responsibility targets;

To establish a leave fund whereby employees are given the opportunity to donate leave for employees who need additional leave due to illness, accidents or any similar unfortunate circumstances;

In 2024, the social committee plans to continue to organise additional CSR activities such as clean-ups and blood donations; and

To promote flexibility at the workplace by introducing a policy where employees can work up to one day from home every week (2 days in HQ of iSpot), depending on the type of work (unless it is client facing such as at iSpot).

Annex 1

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023.

missing alternate text

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023.

missing alternate text

 

Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023.

missing alternate text

 

Significant judgements and estimates

Note 4 to the financial statements provides details in connection with the inherent uncertainties that surround the preparation of the financial statements which require significant estimates and judgements.

Results and dividends

The results for the year ended 31 December 2023 are shown in the statements of profit or loss and other comprehensive income. The Group’s profit after tax was € 5,100,517 (2022: € 7,246,014), whilst the Company’s loss after tax was € 1,911,824 (2022 profit after tax € 2,519,578). During 2023, a management fee amounting to € 600,000 was charged by the parent company (2022: € 600,000).

In December 2023, no dividend was declared and paid to the parent company (2022: €785,007).

Likely future business developments

The directors of 1923 Investments regularly consider investment opportunities in the retail and technology sectors.

In March 2023, iSpot acquired 100% of Cortland and its business will be fully integrated into iSpot over the course of 2024. iSpot will continue to pursue an organic growth strategy, with management planning several new store openings in 2024. 

Through Harvest Technology p.l.c., the Company will continue to explore investment and partnership opportunities in the technology sector.

The directors consider the year-end financial position of the Group to be satisfactory but continue to monitor the macroeconomic and geopolitical environment as a change in circumstances may negatively affect future performance. Management is continuously monitoring developments in Ukraine and the Middle East. Whilst the Group does not carry out business in those countries, it does not exclude indirect effects of the wars which can result in disruption in the global supply chain and negatively affect pricing.

Post balance sheet events

On 25 th January 2024, 1923 Investments plc entered into a share purchase agreement (the “SPA”) and sold 100% of the shares owned in E-Lifecycle Holdings GmbH.

The consideration paid upon execution of the SPA amounted to €1.

E-Lifecycle generated less than 1% of revenue for the group in 2023.

 

There were no other adjusting or significant non-adjusting events that have occurred between the end of the reporting period and the date of authorisation by the board.

 

Directors

The following have served as directors of the Company during the period under review:

                        Mr David Bonett – Chairman (appointed on 29 May 2023)

                        Mr Charles Borg – Chairman (resigned on 29 May 2023)

                        Mr Carmelo sive Melo Hili

                        Mr Dorian Desira

                        Mr Karl Fritz

                        Dr Annabel Hili

                        Dr Ann Fenech (resigned on 21 November 2023)

 

In accordance with the Company’s Articles of Association, the present directors remain in office.

Going concern

After making due enquiry and using the best judgment available at the time of approving these financial statements, an impact assessment has been carried out by the Board, including a review of different service level and cash flow scenarios. Based on this review and the measures taken as indicated above, the Board expects that the Group will be able to sustain its operations over the next twelve months, and to meet its obligations as and when they fall due.

Accordingly, for these reasons the Board is of the opinion that it remains appropriate to adopt the going concern basis in the preparation of these financial statements.

Disclosure of information to the auditor

At the date of making this report the directors confirm the following:            

-

As far as each director is aware, there is no relevant information needed by the independent auditor in connection with preparing the audit report of which the independent auditor is unaware, and

-

Each director has taken all steps that they ought to have taken as a director in order to make themselves aware of any relevant information needed by the independent auditor in connection with preparing the report and to establish that the independent auditor is aware of that information.

 

Statement of directors’ responsibilities

The Companies Act, Cap 386 requires the directors to prepare financial statements for each financial period which give a true and fair view of their state of affairs of the Group and the Company as at the end of the reporting period and of the profit or loss of their operations for that period.  In preparing those financial statements, the directors are required to:

-

adopt the going concern basis unless it is inappropriate to presume that the Company will continue in business;

-

select suitable accounting policies and then apply them consistently;

-

make judgements and estimates that are reasonable and prudent;

-

account for income and charges relating to the accounting period on the accruals basis; and

-

value separately the components of asset and liability items.

 

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies Act, Cap 386.  This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. They are also responsible for safeguarding the assets of the Group, and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

Grant Thornton have intimated their willingness to continue in office.

A resolution to reappoint Grant Thornton as auditor of the Company will be proposed at the forthcoming annual general meeting.

Signed on behalf of the Board of Directors on 22 April 2024 by Mr. David Bonett (Chairman and Director) and Mr. Dorian Desira (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Registered address:

Nineteen Twenty-Three

Valletta Road

Marsa MRS 3000

Malta

22 April 2024

 

Statement of responsibility pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority

 

We confirm that to the best of our knowledge:

a.

In accordance with the Capital Markets Rule 5.68, the financial statements give a true and fair view of the financial position of the Company and its Group as at 31 December 2023 and of their financial performance and cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU; and

 

b.

In accordance with the Capital Markets Rules, the Directors’ report includes a fair review of the performance of the business and the position of the Issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

 

Signed on behalf of the Board of Directors on 22 April 2024 by Mr. David Bonett (Chairman and Director) and Mr. Dorian Desira (Director).

 

 

Corporate governance – Statement of compliance

Introduction

Pursuant to the Capital Markets Rules as issued by the Malta Financial Services Authority, 1923 Investments p.l.c. (the ‘company’) is hereby reporting on the extent of its adoption of the Code of Principles of Good Corporate Governance (the ‘Principles’) contained in Appendix 5.1 of the Capital Markets Rules.

The Board acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. Nonetheless, the Board strongly believes that the Principles are in the best interest of the shareholders and other stakeholders since they ensure that the Directors, Management and employees of the Group adhere to internationally recognised high standards of Corporate Governance.

The Group currently has a corporate decision-making and supervisory structure that is tailored to suit the Group’s requirements and designed to ensure the existence of adequate checks and balances within the Group, whilst retaining an element of flexibility, particularly in view of the size of the Group and the nature of its business. The Group adheres to the Principles, except for those instances where there exist particular circumstances that warrant non-adherence thereto, or at least postponement for the time being.

Additionally, the Board recognises that, by virtue of Capital Markets Rule 5.101, the Company is exempt from making available the information required in terms of Capital Markets Rules 5.97.1 to 5.97.3; 5.97.6 and 5.97.8.

 

The Board of Directors

The Board of Directors of the Company is responsible for the overall long-term direction of the Group, in particular in being actively involved in overseeing the systems of control and financial reporting and that the Group communicates effectively with the market.

The Board of Directors meets regularly, with a minimum of four times annually, and is currently composed of five Members, two of which are completely independent from the Company or any other related companies.

For the purpose of the Capital Markets rules, Mr David Bonnett (appointed on 29 th May 2023) and Mr Karl Fritz are independent non-executive directors of the Company. Furthermore, Mr Charles Borg resigned from his position of Director and Chairman of the board with effect from 29 th May 2023 and Dr Ann Fenech resigned from her position as director on 21 st November 2023.

 

Non-Executive Directors

Mr Carmelo sive Melo Hili

Mr Dorian Desira

Dr Annabel Hili

 

Independent Non-Executive Directors      

Mr Karl Fritz

Mr David Bonett (Chairman)

 

The Board Meetings are attended by the Chief Executive Officer of the group in order for the Board to understand the operations of the group. The Chief Executive Officer is joined by the Chief Financial Officer of the Group in order for the Board to have direct access to the financial operation of the Group. This is intended to, inter alia, ensure that the policies and strategies adopted by the Board are effectively implemented.

The remuneration of the board is reviewed periodically by the shareholders of the Company.

The Company ensures that it provides directors with relevant information to enable them to effectively contribute to board decisions.

The directors are fully aware of their duties and obligations, and whenever a conflict of interest in decision making arises, they refrain from participating in such decisions.

 

Audit Committee

The Terms of Reference of the Audit Committee are modelled on the principles set out in the Capital Markets Rules. The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibility by reviewing the Group financial statements and disclosures, monitoring the system of internal control established by management as well as the audit processes.

The Board of Directors established the Audit Committee, which meets regularly, with a minimum of four times annually, and is currently composed of the following individuals:

Mr Karl Fritz (Chairman)

Mr David Bonett (appointed 21 st November 2023)

Mr Dorian Desira

Dr Ann Fenech (resigned 21 st November 2023)

 

 

To satisfy the requirement established by the Capital Markets Rules, the Audit Committee is composed of non-executive directors, the majority of which being independent. Mr Dorian Desira is a non-executive director and holds the position of Chief Financial Officer of the parent company.

The Board considers Mr Karl Fritz to be competent in accounting and/or auditing in terms of the Capital Markets Rules. Furthermore, the Board considers that the Audit Committee, as a whole, to have relevant competence in the sector the Company is operating.

The Audit Committee met seven times during 2022 and five times during 2023. Communication with and between the Secretary, top level management and the Committee is ongoing and considerations that required the Committee’s attention were acted upon between meetings and decided by the Members (where necessary) through electronic circulation and correspondence.

 

Internal Control

While the Board is ultimately responsible for the Group’s internal controls as well as their effectiveness, authority to operate the Group is delegated to the Chief Executive Officer.

The Group’s system of internal controls is designed to manage all the risks in the most appropriate manner. However, such controls cannot provide an absolute elimination of all business risks or losses. Therefore, the Board, inter alia, reviews the effectiveness of the Group’s system of internal controls in the following manner:

 

1.

Reviewing the Group’s strategy on an on-going basis as well as setting the appropriate business objectives in order to enhance value for all stakeholders;

2.

Implementing an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve Group objectives;

3.

Appointing and monitoring the Chief Executive Officer whose function is to manage the operations of the Group;

4.

Identifying and ensuring that significant risks are managed satisfactorily; and

5.

Company policies are being observed.

 

Corporate Social Responsibility

The Board is mindful of and seeks to adhere to sound principles of Corporate Social Responsibility in their daily management practices, which is also extended throughout the Company’s subsidiary companies. There is continuing commitment to operate the business ethically at all times, at the same time as contributing to economic development whilst improving the quality of life of its employees and their families together with the local community and society at large.

In carrying on its business, the Group is fully aware of its obligation to preserving the environment and has, in fact, put in place a number of policies aimed at respecting the environment and reducing waste.

 

Relations with the market

The market is kept up to date with all relevant information, and the Company regularly publishes such information on its website to ensure consistent relations with the market.

 

Non-compliance with the code

Principle 7: Evaluation of the board’s performance

Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role as the Board’s performance is always under scrutiny of the shareholders of the Company.

Principle 8: Committees

Under the present circumstances the Board does not consider it necessary to appoint a remuneration committee and a nomination committee as decisions on these matters are taken at shareholder level.

Principle 10: Institutional shareholders

This principle is not applicable since the Company has no institutional shareholders.

 

Signed on behalf of the Board of Directors on 22 April 2024 by Mr. David Bonett (Chairman and Director) and Mr. Dorian Desira (Director).

 

Other disclosures in terms of Capital Markets Rules

Statement by the directors pursuant to Capital Markets Rule 5.70.1

Contracts of significance

Loan agreements with subsidiaries and related parties

The Company has loans payable and receivable to/from subsidiaries and related parties, which are disclosed in the financial statements.

Rental agreements with related parties

The subsidiaries of 1923 Investments p.l.c. have entered into rental agreements with a related party. The agreed rates have been set on an arms’ length basis.

Pursuant to Capital Markets Rule 5.70.2

Company secretary and registered office

Adrian Mercieca

Nineteen Twenty-Three

Valletta Road

Marsa MRS 3000

Malta

Signed on behalf of the Board of Directors on 22 April 2024 by Mr. David Bonett (Chairman and Director) and Mr. Dorian Desira (Director).

 

 

 

 

Statements of profit or loss and other comprehensive income

 

Notes

The group

The group

The company

The company

 

 

2023

2022

2023

2022

 

 

 

 

 

 

 

 

Revenue

7

281,765,007

197,547,492

873,256

1,110,000

Cost of sales

 

(250,903,836)

(175,123,980)

-

-

Gross profit

 

30,861,171

22,423,512

873,256

1,110,000

Other operating income/ (expenses)

8

72,440

(113,694)

-

-

Administrative expenses

 

(21,245,817)

(13,753,044)

(2,482,022)

(2,206,601)

Operating profit (loss)

 

9,687,794

8,556,774

(1,608,766)

(1,096,601)

Investment income

9

901,846

36,945

3,940,460

6,368,299

Finance costs

10

(5,672,263)

(4,648,598)

(3,977,481)

(2,541,914)

Finance income

9

341,665

-

761,918

-

Share of results in joint ventures

22

(54,124)

328,017

-

-

Impairment of assets in subsidiaries

21

(128,659)

-

(4,508,744)

-

Gain from sale of subsidiary

 

2,187,913

-

3,425,000

-

Profit/ (loss) before tax from continuing operations

11

7,264,172

4,273,138

(1,967,613)

2,729,784

Tax (expense) credit

14

(3,321,443)

(1,364,709)

55,789

(210,206)

Profit/ (loss) for the year from continuing operations

 

3,942,729

2,908,429

(1,911,824)

2,519,578

 

 

 

 

 

 

Profit from discontinued operations

25

1,157,788

4,337,585

-

-

Profit/ (loss) for the period

 

5,100,517

7,246,014

(1,911,824)

2,519,578

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

Fair value movement

 

(207,408)

-

-

-

Exchange differences on translating foreign operations

 

3,681,450

666,338

-

-

Total comprehensive income

 

8,574,559

7,912,352

(1,911,824)

2,519,578

 

 

 

 

 

 

Profit/(loss) attributable to:

 

 

 

 

 

Owners of the company

 

4,882,365

6,749,036

(1,911,824)

2,519,578

Non-controlling interest

 

218,152

496,978

-

-

 

 

5,100,517

7,246,014

(1,911,824)

2,519,578

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

Owners of the company

 

8,356,407

7,415,374

(1,911,824)

2,519,578

Non-controlling interest

 

218,152

496,978

-

-

 

 

8,574,559

7,912,352

(1,911,824)

2,519,578

 

Statements of financial position

Notes

The group

The group

The company

The company

2023

2022

2023

2022

Assets

Non-current

Goodwill

16

66,265,971

63,283,683

 -

 -

Intangible assets

17

21,220,545

12,077,990

21,452

10,082

Plant and equipment

18

5,749,482

13,663,641

9,311

12,329

Right-of-use assets

19

13,724,716

11,020,282

84,622

 -

Investment in subsidiaries

21

 -

 -

55,640,585

68,041,520

Investment in associates

22

-

830,726

 -

 -

Investment in joint ventures

22

1,192,711

1,381,659

682,375

682,375

Other investment

23

1,142,569

1,149,977

 -

 -

Loans and receivables

24

8,719,347

9,418,878

26,472,711

26,750,380

Deferred tax assets

38

1,139,038

1,945,153

341,602

285,806

119,154,379

114,771,989

83,252,658

95,782,492

Current

Inventories

26

23,602,868

19,061,454

 -

 -

Loans and receivables

24

22,506,273

5,294

28,844,756

5,051,486

Contract assets

7

1,114,392

483,471

 -

 -

Other assets

27

6,132,107

2,670,065

179,905

179,840

Trade and other receivables

28

13,823,744

13,965,459

100,737

95,750

Cash and cash equivalents

29

11,162,493

10,312,277

139,590

727,660

Current tax assets

1,722,335

2,368,401

1,053,656

1,353,991

80,064,212

48,866,421

30,318,644

7,408,727

 

 

Total assets

199,218,591

163,638,410

113,571,302

103,191,219

Equity

Share capital

30

52,135,000

52,135,000

52,135,000

52,135,000

Other equity

31

(2,874,144)

(4,741,736)

154,629

154,629

Retained earnings

12,942,008

10,520,184

(1,028,903)

882,921

Translation reserve

32

1,173,732

(3,415,893)

 -

 -

Attributable to equity holders of the parent

63,376,596

54,497,555

51,260,726

53,172,550

Non-controlling interest

5,214,985

5,039,034

 -

 -

Total equity

68,591,581

59,536,589

51,260,726

53,172,550

Liabilities

Non-current

Debt securities in issue

33

-

35,839,176

-

35,839,176

Borrowings

34

19,045,082

6,319,288

19,045,082

5,227,616

Lease liabilities

20

9,885,736

7,913,227

71,433

 -

Trade and other payables

35

2,575,874

730,282

 -

 -

Other financial liabilities

37

-

4,114,275

290,589

4,863,789

Deferred tax liabilities

38

1,454,832

1,236,674

 -

 -

32,961,524

56,152,922

19,407,104

45,930,581

Current

Debt securities in issue

33

35,920,080

-

35,920,080

-

Borrowings

34

11,560,292

6,980,055

4,499,120

1,524,683

Lease liabilities

20

3,741,721

3,651,700

14,343

 -

Trade and other payables

35

44,592,684

32,836,912

778,672

1,017,035

Contract liabilities

36

1,813,447

3,716,777

 -

 -

Other financial liabilities

37

32,405

        -

1,691,257

1,546,370

Current tax liability

4,857

763,455

 -

 -

97,665,486

47,948,899

42,903,472

4,088,088

 

 

 

 

Total liabilities

130,627,010

104,101,821

62,310,576

50,018,669

 

 

 

 

Total equity and liabilities

199,218,591

163,638,410

113,571,302

103,191,219

 

The financial statements were approved and authorised for issue by the Board of Directors on 22 April 2024. The financial statements were signed on behalf of the Board of Directors by Mr. David Bonett (Chairman and Director) and Mr. Dorian Desira (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Statement of changes in equity – the group

 

Share capital

Other equity

Retained earnings

Translation reserve

Attributable to equity holders of the parent

Non-controlling interest

Total equity

 

 

 

 

 

 

 

 

 

At 1 January 2022

52,135,000

(4,741,736)

4,556,155

(4,082,231)

47,867,188

4,964,072

52,831,260

 

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

 

Dividend paid

  - 

  - 

(785,007)

  - 

(785,007)

(422,016)

(1,207,023)

 

  - 

  - 

(785,007)

  - 

(785,007)

(422,016)

(1,207,023)

 

 

 

 

 

 

 

 

Profit for the year

  - 

  - 

6,749,036

  - 

6,749,036

496,978

7,246,014

Other comprehensive income for the year

  - 

  - 

666,338

666,338

  - 

666,338

Total comprehensive income

  - 

  - 

6,749,036

666,338

7,415,374

496,978

7,912,352

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2022

52,135,000

(4,741,736)

10,520,184

(3,415,893)

54,497,555

5,039,034

59,536,589

 

 

 

 

 

 

 

 

At 1 January 2023

52,135,000

(4,741,736)

10,520,184

(3,415,893)

54,497,555

5,039,034

59,536,589

 

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

 

Dividend paid

  - 

  - 

-

  - 

-

(42,202)

(42,202)

 

  - 

  - 

-

  - 

-

(42,202)

(42,202)

 

 

 

 

 

 

 

 

Profit for the year

  - 

  - 

4,882,365

  - 

4,882,365

218,152

5,100,517

Other comprehensive income for the year

  - 

  - 

3,681,450

3,681,450

  - 

3,681,450

Fair value movement

-

(207,408)

-

-

(207,408)

-

(207,408)

Total comprehensive income

  - 

(207,408)

4,882,365

3,681,450

8,356,407

218,152

8,574,559

 

 

 

 

 

 

 

 

Other movements

-

-

522,635

-

522,635

-

522,635

Transfer between reserves on disposal of subsidiary

-

2,075,000

(2,983,175)

908,175

-

-

-

 

-

2,075,000

(2,460,540)

908,175

522,635

-

522,635

 

 

 

 

 

 

 

 

At 31 December 2023

52,135,000

(2,874,144)

12,942,008

1,173,732

63,376,596

5,214,985

68,591,581

 

Retained earnings include current and prior period results as disclosed in the statements of profit or loss and other comprehensive income.

Retained earnings include an amount of € 1,139,038 (2022: € 1,945,153) relating to deferred tax assets which are undistributable in terms of the Companies Act, Cap 386.

Statement of changes in equity – the company

 

Share capital

Other equity

Retained earnings (accumulated losses)

Total

 

 

 

 

 

At 1 January 2022

 

52,135,000

154,629

(851,650)

51,437,979

 

 

 

Profit for the year

 

  - 

  - 

2,519,578

2,519,578

 

Total comprehensive Income

 

  - 

  - 

2,519,578

2,519,578

 

 

 

 

 

 

 

Dividend

 

         -

        -

(785,007)

(785,007)

 

 

 

 

 

 

 

At 31 December 2022

 

52,135,000

154,629

882,921

53,172,550

 

 

 

At 1 January 2023

 

52,135,000

154,629

882,921

53,172,550

 

 

 

Loss for the year

 

  - 

  - 

(1,911,824)

(1,911,824)

 

Total comprehensive Income

 

  - 

  - 

(1,911,824)

(1,911,824)

 

 

 

 

 

 

 

At 31 December 2023

 

52,135,000

154,629

(1,028,903)

51,260,726

 

 

Retained earnings include current and prior period results as disclosed in the statements of profit or loss and other comprehensive income.

Statements of cash flows

Notes

The group

The group

The company

The company

2023

2022

2023

2022

Operating activities

Profit before tax

7,264,172

4,273,138

(1,967,613)

2,729,784

Adjustments

39

16,025,682

9,039,366

446,914

(3,821,788)

Net changes in working capital

39

(6,135,667)

(10,382,831)

(542,373)

311,106

Interest paid

(3,874,711)

(2,919,367)

(3,407,940)

(2,297,670)

Tax paid

(2,716,702)

(3,830,196)

(7)

-

Tax refunded

1,338,754

448,085

608,267

448,085

Net cash generated from (used in) continuing operations

11,901,528

(3,371,805)

(4,862,752)

(2,630,483)

Net cash generated from discontinued operations

1,646,089

5,397,754

-

-

Net cash generated from (used in) operating activities

13,547,617

2,025,949

(4,862,752)

(2,630,483)

Investing activities

Payments to acquire plant and equipment

18

(6,463,615)

(2,447,731)

(2,543)

(12,769)

Payments to acquire intangible assets

17

(1,709,925)

(757,855)

(16,000)

(10,520)

Proceeds from disposal of plant and equipment

541,433

113,542

-

-

Interest received

-

-

380,537

178,360

Payments to acquire other investments

(200,000)

-

-

-

Investment in subsidiary undertakings

-

-

(22,382,810)

(1,208,943)

Advances to subsidiaries

-

-

(3,300,000)

(2,000,000)

Repayment to joint venture

-

-

-

-

Advances from parent company

27,300,000

3,000,000

27,300,000

3,000,000

Repayment to parent company

-

-

(83,551)

-

Cash paid upon full acquisition of subsidiary

(43,036,389)

-

-

-

Cash disposed upon sale of subsidiary

(1,518,439)

-

-

-

Dividends received from subsidiaries

-

-

706,698

4,142,225

Dividends received from associates

-

686,000

-

-

Dividend received from joint ventures

134,824

-

-

-

Net cash (used in) generated from continuing operations

(24,952,111)

593,956

2,602,331

4,088,353

Net cash used in discontinued operations

(129,133)

(2,290,903)

-

-

Net cash (used in) generated from investing activities

(25,081,244)

(1,696,947)

2,602,331

4,088,353

Financing activities

Dividends paid

(42,202)

(1,207,023)

-

(785,007)

Repayment of loan to related parties

-

(3,500,000)

(1,121,929)

(3,500,000)

Advances from/(repayments to) parent company

-

4,000,000

(412,135)

4,000,000

Net loans/advances to subsidiary

-

-

6,176,018

2,429,926

Advances to subsidiary

-

-

(19,753,289)

(2,700,000)

Proceeds from bank loans and other facilities

34

21,400,000

1,845,950

21,400,000

-

Repayments of bank loans

(5,023,971)

(1,472,500)

(4,608,097)

(1,472,500)

Payments for lease obligations to third parties

(4,727,649)

(3,100,863)

-

-

Payments for lease obligations to related companies

(193,277)

(258,715)

(6,269)

-

Interest paid on leasing arrangements with third parties

(855,142)

(426,661)

-

-

Interest paid on leasing arrangements related company

(26,552)

(23,811)

(1,948)

-

Net cash generated from (used in)  continuing operations

10,531,207

(4,143,623)

1,672,351

(2,027,581)

Net cash used in discontinued operations

(507,442)

(240,368)

-

-

Net cash generated from (used in) financing activities

10,023,765

(4,383,991)

1,672,351

(2,027,581)

Net change in cash and cash equivalents

(1,509,862)

(4,054,989)

(588,070)

(569,711)

Cash and cash equivalents, beginning of year

5,611,183

9,666,172

727,660

1,297,371

Cash and cash equivalents, end of year

29

4,101,321

5,611,183

139,590

727,660

 

Notes to the financial statements

 

1       Nature of operations

 

The principal activities of the group are the sale and distribution of Apple Products as an Apple Premium Partner, as well as the sale, maintenance and servicing of information technology solutions, security systems and provides electronic payment solutions. As from 1 January 2018, the group was also engaged in providing road, sea and air logistics services in Malta and in Poland. On 30 April 2020, the company purchased a Ship to Ship business from Teekay Tankers Limited to strengthen its presence in the logistics sector. In June 2022, E-Lifecycle Holdings GmbH was incorporated in Germany to operate under the iRiparo and Uzed brands, offering high quality mobile device repair and the sale of refurbished phones and of accessories.

On 28 April 2023, 1923 Investments sold its holdings in Hili Logistics Limited and therefore no longer provides road, sea and air logistics services

The company acts as an investment company and service provider to its subsidiary undertakings.

 

2       General information, statement of compliance with IFRS and going concern

         assumption

 

The company was incorporated on 23 December 2013 as a holding company. The registered address and principal place of business of the company is Nineteen Twenty-Three, Valletta Road, Marsa MRS 3000, Malta.

 

The company is a public company whose bonds are publicly listed and traded on the Malta Stock Exchange.

 

The financial statements of the company and the consolidated financial statements of the group have been prepared in accor­dance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU), and in accordance with the Companies Act, Cap 386.

 

3     Going Concern

The going concern basis underlying the preparation of these financial statements assumes that the group’s and the Company’s lenders and creditors will continue to provide the financial support necessary to enable the Group and the Company to meet their debts as and when they fall due.

At the reporting date, the Group and the Company had a net current liability position of €17.6 million and €12.6 million respectively (2022 net current assets of: €0.9 million and €3.3 million respectively).

The net current liability is  related primarily to the €36 million bond which matures in December 2024 and is therefore classified as a current liability. The Group is expected to generate significant cash from the operations of iSpot and Cortland which are performing in line with the Group's expectations. The Company is also in the process of seeking funding from credit financial institutions and group related companies to be in a position to meet its obligations. The directors feel confident that the Company will secure the necessary funding in the coming months.

The directors have taken and are evaluating various measures to ensure that the Group and the Company will continue to have adequate levels of cash to sustain its operations.

 

4     New or revised Standards or Interpretations

 

4.1

New standards adopted as at 1 January 2023

 

Some accounting pronouncements which have become effective from 1 January 2023 and have therefore been adopted do not have a significant impact on the group’s financial results or position.

 

Other Standards and amendments that are effective for the first time in 2023 and could be applicable to the group are:

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendmentsto IAS 12)

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

• Definition of Accounting Estimates (Amendments to IAS 8)

• International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12)

 

These amendments do not have a significant impact on these financial statements and therefore no disclosures have been made.

 

Some accounting pronouncements which have become effective from 1 January 2023 and have therefore been adopted do not have a significant impact on the Group’s financial results or position.

 

4.2

Standards, amendments and Interpretations to existing Standards that are not yet effective and have not been adopted early by the group

 

At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the company and no Interpretations have been issued that are applicable and need to be taken into consideration by the company.

 

Other Standards and amendments that are not yet effective and have not been adopted early by the Group include:

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

• Non-current Liabilities with Covenants (Amendments to IAS 1)

• Lack of Exchangeability (Amendments to IAS 21)

 

These amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore no disclosures have been made.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.

 

5         Summary of accounting policies

 

5.1       Material accounting policies

 

An entity should disclose its material accounting policies. Accounting policies are material and must be disclosed if they can be reasonably expected to influence the decisions of users of the financial statements.

 

Management has concluded that the disclosure of the group’s material accounting policies below are appropriate.

 

The consolidated financial statements have been prepared from the financial statements of the companies comprising the group as detailed in notes to the consolidated financial statements.

 

 

5.2      Presentation of financial statements

 

The consolidated financial statements are presented in accordance with IAS 1 Presentation of Financial Statements (IAS 1).

 

5.3      Basis of consolidation

 

The group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2023. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The subsidiaries have a reporting date of 31 December .

 

All transactions and balances between group companies are eliminated on consolidation, including unrealised gains and losses on transactions between group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment losses from the group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the group.

 

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

 

5.4      Business combinations

 

The group applies the acquisition method in accounting for business combinations. The consideration transferred by the group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

 

The group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.

 

5.5      Investment in subsidiaries

 

Investment in subsidiaries is included in the company’s statement of financial position at cost less any impairment loss that may have arisen. Income from investment is recognised only to the extent of distributions received by the company from post-acquisition profits. Distributions received in excess of such profits are regarded as a recovery of the investment and are recognised as a reduction of the cost of the investment.

 

At the end of each reporting period, the company reviews the carrying amount of its investment in subsidiaries to determine whether there is any indication of impairment and, if any such indication exists, the recoverable amount of the investment is estimated. An impairment loss is the amount by which the carrying amount of an investment exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. An impairment loss that has been previously recognised is reversed if the carrying amount of the investment exceeds its recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the investment does not exceed the carrying amount that would have been determined if no impairment loss had been previously recognised. Impairment losses and reversals are recognised immediately in profit or loss.

 

5.6      Investment in joint ventures

 

A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.

 

The results and assets and liabilities of joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates/joint ventures are initially recognised at cost and adjusted thereafter for the post-acquisition change in the group’s share of net assets of the associates/joint ventures, less any impairment in the value of individual investments.

 

When the group’s share of losses of a joint venture exceeds the group’s interest in that joint venture (which includes any long-term interests that, in substance, form part of the group’s net investment in the joint venture), the group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

 

Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets and liabilities of a joint venture recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss.

 

5.7      Acquisition of entities and businesses under common control

 

The acquisition of subsidiaries under common control is accounted for under the principles of predecessor accounting as from the date these subsidiaries are acquired by the holding company’s parent at their previous carrying amounts of assets and liabilities included in the consolidated financial statements of the company’s parent.  Differences on acquisition between the consideration given in exchange for the acquired entities and the amounts at which the assets and liabilities of the acquired are initially recognised are included within equity.

 

5.8      Acquisition of subsidiaries

 

The acquisition of subsidiaries that are not under common control is accounted for by applying the acquisition method. The consideration is measured as the aggregate of the fair values, at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred, except for costs to issue debt or equity securities.

 

The acquiree’s identifiable assets and liabilities that meet the conditions for recognition are recognised at their fair values at the acquisition date, except as specifically required by other IFRS as adopted by the EU. A contingent liability assumed in a business combination is recognised at the acquisition date if there is a present obligation that arises from past events and its fair value can be measured reliably.

 

The results of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Where necessary, in preparing these consolidated financial statements, appropriate adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by group entities.  Intra-group balances, transactions, income and expenses are eliminated on consolidation.

 

5.9      Goodwill

 

Goodwill arising in a business combination that is accounted for using the acquisition method is recognised as an asset at the date that control is acquired. Goodwill is measured as the excess of (a) the aggregate of: (i) the consideration transferred; (ii) the amount of any non-controlling interests in the acquiree; and (iii) in a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree; and (b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

 

The goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Any gain on a bargain purchase, after reassessment, is recognised immediately in profit or loss.

 

5.10      Non-controlling interest

 

Non-controlling interests in the acquiree that are present ownership interests and entitle their shareholders to a proportionate share of the entity’s net assets in the event of liquidation, may be initially measured either at the present ownership interests proportionate share in the recognised amounts of the acquiree’s identifiable net assets or at fair value. The choice of measurement basis is made on an acquisition-by-acquisition basis. After initial recognition, non-controlling interests in the net assets consist of the amount of those interests at the date of the original business combination and the non-controlling interests’ share of changes in equity since the date of the combination. Non-controlling interests in the net assets of consolidated subsidiaries are presented separately from the holding company’s owners’ equity therein. Non-controlling interests in the profit or loss and other comprehensive income of consolidated subsidiaries are also disclosed separately.  Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

5.11      Revenue recognition

 

Revenue for the group arises mainly from the sale and distribution of Apple Products as an Apple Premium Partner, as well as from the sale, maintenance and servicing of information technology solutions, security systems and providing electronic payment solutions. The group is also engaged in selling and repairing used electronic devices and accessories in Germany.

 

To determine whether to recognise revenue, the group follows a 5-step process:

 

1.       Identifying the contract with a customer

2.       Identifying the performance obligations

3.       Determining the transaction price

4.       Allocating the transaction price to the performance obligations

5.       Recognising revenue when/as performance obligation(s) are satisfied.

 

 

The group often enters into transactions involving a range of products and services, as described above. In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract  excludes any amounts collected on behalf of third parties.

 

Revenue is recognised either at a point in time or over time, when (or as) the group satisfies performance obligations by transferring the promised goods or services to its customers.

 

The group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as contract liabilities in the statement of financial position
(see note 36). Similarly, if the group satisfies a performance obligation before it receives the consideration, the group recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.

 

Sale and distribution of Apple products

 

Revenue from the sale of Apple products for a fixed fee is recognised when or as the group transfers control of the assets to the customer. Amounts receivable for products transferred are due upon receipt by the customer, which is usually immediately upon the sale of the product to the customer. Control for these products is transferred at the point in time and occurs when the customer takes undisputed delivery of the goods.

 

The group provides a basic one year product warranty on its Apple products sold to customers. Under the terms of this warranty, customers can return the product for repair or replacement if it fails to perform in accordance with published specifications. The standard warranty does not provide a service which enhances, or is in any way or manner an addition to the standard assurance to the product performance. These warranties are accounted for under IAS 37.

Repairs and Maintenance of used electronic devices

Revenue from the repair of any type of smartphone and tablet is recognised when our technicians provide such service to the customer, which is usually provided within 24 hours.

Sale and repair of Uzed electronic devices

Revenue from the sale of used electronic products within our Uzed brand for a fixed fee is recognised when or as the group transfers control of the assets to the customer. Amounts receivable for products transferred are due upon receipt by the customer, which is usually immediately upon the sale of the product to the customer. Control for these products is transferred at the point in time and occurs when the customer takes undisputed delivery of the goods.

 

Sale of information technology solutions, security systems and other machinery

 

Revenue from the sale of information technology solutions, security systems and other machinery for a fixed fee is recognised when or as the group transfers control of the assets to the customer. Invoices for products and services transferred are due upon receipt by the customer, which is usually upon the sale of the product to the customer and installation of the items or products sold. Control for these products is usually transferred at the point in time and occurs when the customer takes undisputed delivery of the goods.

 

When such items are either customised or sold together with significant integration services, the goods and services represent a single combined performance obligation over which control is considered to transfer over time. This is because the combined product is unique to each customer (has no alternative use) and the group has an enforceable right to payment for the work completed to date. Revenue for these performance obligations is recognised over time as the customisation or integration work is performed, using the cost-to-cost method to estimate progress towards completion. As costs are generally incurred uniformly as the work progresses and are considered to be proportionate to the entity’s performance, the cost-to-cost method provides a faithful depiction of the transfer of goods and services to the customer.

 

Each major contract is nevertheless evaluated for revenue recognition on its own and the group determines when control is effectively transferred depending on the specific circumstances.

 

For sales of software that are neither customised by the group nor subject to significant integration services, the licence period commences upon delivery. For sales of software subject to significant customisation or integration services, the licence period begins upon commencement of the related services.

 

Maintenance and servicing

 

The group enters into fixed price maintenance contracts with its customers for terms between one and three years in length. Customers are required to pay either quarterly or yearly in advance for each respective service period and the relevant payment due dates are specified in each contract.

 

The group enters into agreements with its customers to perform regularly scheduled maintenance services on the various goods purchased from the group. Revenue is recognised over time based on the ratio between the number of hours of maintenance services provided in the current period and the total number of such hours expected to be provided under each contract. This method best depicts the transfer of services to the customer because: (a) details of the services to be provided are specified as part of the agreed maintenance program relative to the maintenance requirements of the items sold, and (b) the group has a long history of providing these services to its customers, allowing it to make reliable estimates of the total number of hours involved in providing the service.

 

Consulting and development of IT systems

 

The group enters into contracts for the design, development and installation of IT systems in exchange for a fixed fee and recognises the related revenue over time. Due to the high degree of interdependence between the various elements of these projects, they are accounted for as a single performance obligation. When a contract also includes promises to perform after-sales services, the total transaction price is allocated to each of the distinct performance obligations identifiable under the contract on the basis of its relative stand-alone selling price.

 

To depict the progress by which the group transfers control of the systems to the customer, and to establish when and to what extent revenue can be recognised, the group measures its progress towards complete satisfaction of the performance obligation by comparing actual hours spent to date with the total estimated hours required to design, develop, and install each system. The hours-to-hours basis provides the most faithful depiction of the transfer of goods and services to each customer due to the group’s ability to make reliable estimates of the total number of hours required to perform, arising from its significant historical experience constructing similar systems.

 

Most such arrangements include detailed customer payment schedules. When payments received from customers exceed revenue recognised to date on a particular contract, any excess (a contract liability) is reported in the statement of financial position (see note 36).

 

The construction of IT systems normally takes 10 – 12 months from commencement of design through to completion of installation. As the period of time between customer payment and performance will always be one year or less, the group applies the practical expedient in IFRS 15.63 and does not adjust the promised amount of consideration for the effects of financing.

 

In obtaining these contracts, the group incurs some incremental costs. As the amortisation period of these costs, if capitalised, would be less than one year, the group makes use of the practical expedient in IFRS 15.94 and expenses them as they incur. Such incremental costs are not considered to be material.

 

Payment gateway

 

The group enters into transactions with parties for the access to a payment gateway. The group’s revenue is mainly derived from the actual volume of traffic on the payment gateway and on other fixed charges. The price is agreed and established with the customer in written contracts and is allocated to the performance obligation accordingly. Prices are based on established amounts for such services. The transaction price for a contract excludes any amounts collected on behalf of third parties.

 

5.12       Interest and dividends

 

Interest income and expenses are reported on an accrual basis using the effective interest method. These are reported within ‘investment income’ and ‘finance costs’.

 

Dividends are recognised at the time the right to receive payment is established.

 

5.13       Operating expenses

 

Operating expenses are recognised in profit or loss upon utilisation of the service as incurred .

 

5.14      Borrowing costs

 

Borrowing costs include the costs incurred in obtaining external financing. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised from the time that expenditure for these assets and borrowing costs are being incurred and activities that are necessary to prepare these assets for their intended use or sale are in progress.  Borrowing costs are capitalised until such time as the assets are substantially ready for their intended use or sale. Borrowing costs are suspended during extended periods in which active development is interrupted. All other borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.

 

5.15      Employee benefits

 

The group contributes towards the state pension in accordance with local legislation. The only obligation of the group is to make the required contributions.  Costs are expensed in the period in which they are incurred.

 

5.16    Foreign currency translation

 

Foreign currency transactions and balances

 

Foreign currency transactions are translated into the functional currency of the respective group entity using the exchange rates prevailing at the dates of the transactions (spot exchange rate).  Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at year-end exchange rates are recognised in the profit or loss.

 

Non-monetary items are not retranslated at the year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

 

In the group’s financial statements, all assets, liabilities and transactions of group entities with a functional currency other than the Euro are translated into Euro upon consolidation.  The functional currency of the entities in the group has remained unchanged during the reporting period.

 

On consolidation, assets and liabilities have been translated into Euro at the closing rate at the reporting date.  Income and expenses have been translated into Euro at the average rate over the reporting period.  Exchange differences are charged or credited to other comprehensive income and recognised in the translation reserve in equity.  On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to profit or loss and are recognised as part of the gain or loss on disposal.

 

5.17    Intangible assets

 

An intangible asset is recognised if it is probable that the expected future economic benefits that are attributable to the asset will flow to the company and the cost of the asset can be measured reliably. 

 

Intangible assets are initially measured at cost, being the fair value at the acquisition date for intangible assets acquired in a business combination. Expenditure on an intangible asset is recognised as an expense in the period when it is incurred unless it forms part of the cost of the asset that meets the recognition criteria or the item is acquired in a business combination and cannot be recognised as an intangible asset, in which case it forms part of goodwill at the acquisition date. 

 

The useful life of intangible assets is assessed to determine whether it is finite or indefinite. Intangible assets with a finite useful life are amortised. Amortisation is charged to profit or loss so as to write off the cost of intangible assets less any estimated residual value, over their estimated useful lives. The amortisation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

Intangible assets are derecognised on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition.

 

Patents and trademarks

 

Patents and trademarks are classified as intangible assets. After initial recognition, patents and trademarks are carried at cost less any accumulated amortisation and any accumulated impairment losses. Patents and trademarks are amortised on a straight-line basis over ten years.

 

Internally developed software and acquired licences

 

Expenditure on the research phase of projects to develop new customised software is recognised as an expense as incurred.

 

Costs that are directly attributable to a project’s development phase are recognised as intangible assets, provided they meet the following recognition requirements:

• the development costs can be measured reliably

• the project is technically and commercially feasible

• the group intends to and has sufficient resources to complete the project

• the group has the ability to use or sell the software

• the software will generate probable future economic benefits.

 

Development costs not meeting these criteria for capitalisation are expensed as incurred.

 

Directly attributable costs include employee costs incurred on software development along with an appropriate portion of relevant overheads and borrowing costs.

 

All finite-lived intangible assets, including capitalised internally developed software, are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing as described in note 5.21. The following useful lives are applied:

 

Years

 

Internally developed software and acquired licences

3 – 10

 

Patents and trademarks

7 – 10

 

 

 

 

 

Any capitalised internally developed software that is not yet complete is not amortised but is subject to impairment testing as described in note 5.21.

 

Amortisation is included within depreciation, amortisation and impairment of non-financial assets.

 

Subsequent expenditures on the maintenance of computer software and brand names are expensed as incurred.

 

5.18    Plant and equipment

 


The group’s plant and equipment are classified into the following classes – improvements to premises, equipment, motor vehicles and furniture, fixtures and fittings.

 

Plant and equipment are initially measured at cost.  Subsequent costs are included in the asset’s carrying amount when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably.  Expenditure on repairs and maintenance of plant and equipment is recognised as an expense when incurred.

 

Plant and equipment are stated at cost less any accumulated depreciation and any accumulated impairment losses.

 

Plant and equipment are derecognised on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition.

 

Depreciation

 

Depreciation commences when the depreciable assets are available for use and is charged to profit or loss so as to write off the cost, less any estimated residual value, over its estimated useful lives, using the straight-line method, on the following bases:

 

 

Years

 

Improvements to premises

2.5 – 5

 

Equipment

10 – 33

 

Motor vehicles

10 – 25

 

Furniture, fixtures and fittings

10 – 25

 

 

 

 

The depreciation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

5.19    Right-of-use assets

 

In the case of right-of-use assets, expected useful lives are determined by reference to comparable owned assets or the lease term, if shorter. Material residual value estimates and estimates of useful life are updated as required, but at least annually.  For leases on buildings, the right-of-use assets are being amortised over the lease term.

 

5.20    Leases

 

Measurement and recognition of leases

At lease commencement date, the group recognises a right-of-use asset and a lease liability on the statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the group’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed) and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

The group has elected to account for short-term leases using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

On the consolidated statement of financial position, the group has opted to disclose right-of-use assets and lease liabilities as separate financial statement line items.

5.21    Impairment testing of intangible assets and plant and equipment

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Estimating value in use when determining the recoverable amount will require entities to assess whether climate-related issues have an impact on the business plans and financial and operational assumptions used (ie discount rate, long-term growth rate). Climate-related issues may also impact the methodology used to perform impairment tests (eg forecasting cash flow beyond business plans to consider effects of commitments taken by the company). The impact on impairment tests may come from the Group’s climate-related commitments, expected changes in environmental regulations, future changes in customer demand, any adaptation of production models or process, any effect of the price increase of certain products or raw materials due to production processes being more environmentally friendly, the increase in insurance premiums due to the increased probability of natural disasters, etc.

 

An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount.  The recoverable amount is the greater of its fair value less costs to sell and its value in use. To determine the value in use, the group’s management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows.  Discount factors are determined individually for each cash-generating unit and reflect their respective risk profiles as assessed by the group’s management.

Impairment losses are recognised immediately in profit or loss. Impairment losses for cash-gener­ating units are charged pro rata to the assets in the cash-generating unit.  All assets are subsequently re­ass­essed for indications that an impairment loss previously recognised may no longer exist.  An impairment charge that has been recognised is reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

5.22    Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the group and the company become a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

 

• amortised cost

• fair value through profit or loss (FVTPL)

• fair value through other comprehensive income (FVOCI).

In the periods presented, the group and the company do not have any financial assets categorised as FVTPL and FVOCI.

The classification is determined by both:

 

• the entity’s business model for managing the financial asset

• the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs or investment income, except for impairment of trade receivables which is presented within administrative expenses.

Subsequent measurement of financial assets

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and

are not designated as FVTPL):

 

• they are held within a business model whose objective is to hold the financial assets and collect

its contractual cash flows

• the contractual terms of the financial assets give rise to cash flows that are solely payments of

principal and interest on the principal amount outstanding

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The group’s cash and cash equivalents, loans and receivables, contract assets and trade and most other receivables fall into this category of financial instruments.

Impairment of financial assets

IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI (the group had no debt-type financial assets at FVOCI), trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss (the group had no financial guarantee contracts).

The group considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:

 

financial instruments that have not deteriorated significantly in credit quality since initial

recognition or that have low credit risk (‘Stage 1’) and

financial instruments that have deteriorated significantly in credit quality since initial recognition

and whose credit risk is not low (‘Stage 2’).

 

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.

’12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

Trade and other receivables and contract assets

The group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to note 45.2 for a detailed analysis of how the impairment requirements of IFRS 9 are applied.

Classification and measurement of financial liabilities

The group’s financial liabilities include debt securities in issue, borrowings, lease liabilities and trade and other payables and other financial liabilities.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the group designates a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). The group does not hold derivatives and financial liabilities designated at FVTPL.

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or investment income.

5.23    Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average method for the retail and IT solutions in Poland and the first in first out method for the technology division in Malta, and comprises expenditure incurred in acquiring the inventories and other costs incurred in bringing the inventories to their present location and condition. The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and an appropriate proportion of production overheads based on the normal level of activity.  Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs of completion and the costs to be incurred in marketing, selling and distribution.

5.24    Income taxes

Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the deferred tax is also dealt with in other comprehensive income or in equity, as appropriate.

Current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets, including deferred tax assets for the carry forward of unused tax losses and unused tax credits, are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. Deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither accounting profit nor taxable profit.

Deferred tax liabilities are not recognised for taxable temporary differences arising on investments in subsidiaries/associates/interests in joint arrangements where the company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences arising on investments in subsidiaries/associates/interests in joint arrangements where it is probable that taxable profit will be available against which the temporary difference can be utilised and it is probable that the temporary difference will reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be utilised.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Current tax assets and liabilities are offset when the group has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are offset when the group entities have a legally enforceable right to set off its current tax assets and liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

5.25    Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits. Bank overdrafts that are repayable on demand and form an integral part of the group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows and are presented as borrowings in current liabilities in the statement of financial position.

5.26    Equity and reserves

Share capital represents the nominal value of shares that have been issued.

Retained earnings (accumulated losses) include all current and prior period results as disclosed in the consolidated statement of profit or loss and other comprehensive income less dividend distributions.

Translation reserve comprises foreign currency translation differences arising from the translation of financial statements of the group’s entities denominated in foreign currencies.

Dividend distributions payable to equity shareholders are included with short-term financial liabilities when the dividends are approved in general meeting prior to the end of the reporting period.

5.27    Provisions and contingent liabilities

Provisions for legal disputes, onerous contracts or other claims are recognised when the group and the company have a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the group and the company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan’s main features to those affected by it. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Any reimbursement that the group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.

5.28    Significant management judgement in applying accounting policies and

           estimation uncertainty

When preparing the financial statements management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Significant management judgements

The following are the judgements made by management in applying the accounting policies of the group that have the most significant effect on the financial statements.

Recognition of service and contract revenues

As revenue from after-sales maintenance agreements and consulting and development of systems contracts is recognised over time, the amount of revenue recognised in a reporting period depends on the extent to which the performance obligation has been satisfied. For after-sales maintenance agreements this requires an estimate of the quantity of the services to be provided, based on historical experience with similar contracts. In a similar way, recognising revenue for consulting and development of systems contracts also requires significant judgment in determining the estimated number of hours required to complete the promised work when applying the hours-to-hours method described in note 5.11. Management however considers that any variance in estimates on ongoing contracts would be insignificant to the group.

Capitalisation of internally developed software

Distinguishing the research and development phases of a new customised software project and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired (see note 5.17).

Climate related matters

The potential impact of climate-related matters has been considered in the preparation of financial statements, including environmental legislations and commitments made by the Group which may affect the value of financial assets and liabilities. In many cases, the judgements applied refer to the recoverable amount of assets and useful life of tangible assets (see Note 5.18).

 

Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions (see note 5.24).

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

Climate-related matters

 

The long-term consequences of climate changes on financial statements are difficult to predict and require entities to make significant assumptions and develop estimates.

 

Impairment of intangible assets including goodwill and tangible assets

An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount.  To determine the recoverable amount, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows (see note 5.21).  In the process of measuring expected future cash flows management makes assumptions about future operating results.  These assumptions relate to future events and circumstances.  The actual results may vary, and may cause significant adjustments to the group’s assets within the next financial year.

In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors.

The group tests goodwill and intangible assets with an indefinite useful life annually for impairment or more frequently if there are indications that goodwill or intangibles might be impaired. Determining whether the carrying amounts of these assets can be realised requires an estimation of the recoverable amount of the cash generating units. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value.

Goodwill arising on a business combination is allocated, to the cash-generating units (“CGUs”) that are expected to benefit from that business combination.

Furthermore, following an in-depth review of the projections, management opted to include an execution risk premium (based on their professional judgement) to mitigate the current forecasting uncertainty and to obtain added comfort that the carrying value of the intangible assets is indeed recoverable.

At 31 December 2023, goodwill of the group was allocated as follows:

€ 20,902,812 (2022:  € 18,014,053) to the polish subsidiary iSpot Poland Sp. Z.o.o. which operates the Apple Premium Partner Business.

€ 37,869,672 (2022: NIL) to the polish subsidiary Cortland Sp. Z.o.o. (acquired on 31 March 2023) which operates the Apple Premium Partner Business.

€ 3,860,898 (2022: € 3,860,898) to APCOPAY Limited (formerly APCO Systems Limited) which operates the electronic payment gateway.

€ 2,168,112 (2022: € 2,168,112) to APCO Limited which operates in the business of selling and   maintenance of IT solutions and security systems.

€ 1,464,477 (2022: € 1,464,477) to PTL Limited which operates in the business of selling and   maintenance of IT solutions.

NIL (2022: € 37,776,143) to Hili Logistics Limited (Disposed on 28 April 2023).

 

For further analysis of the movement within goodwill, refer to note 16 of these financial statements.

CGU – Retail and IT Solutions (Poland)

The recoverable amount of the CGUs is determined from the value in use calculation. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. The directors estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

The assessment of recoverability of the carrying amount of goodwill and intangible assets with indefinite useful life includes:

forecasted cash flow projections for the next five years and projection of terminal value using the perpetuity method;

terminal growth rate of 2.1%; and

use of 15.9% (pre-tax) (2022: 13.1%) to discount the projected cash flows to net present values

 

Based on the above assessment, the directors expect the carrying amount of goodwill and intangible assets with an indefinite useful life to be recoverable.

CGU – Payment Processing Services

The recoverable amount of the CGUs is determined from the value in use calculation. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. The directors estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

The assessment of recoverability of the carrying amount of goodwill and intangible assets with indefinite useful life includes:

forecasted cash flow projections for the next three years and projection of terminal value using the perpetuity method;

Terminal growth rate of 2% (2022: 2%); and

use of 23.3% (pre-tax) (2022: 26.8%) to discount the projected cash flows to net present values

 

Based on the above assessment, the directors expect the carrying amount of goodwill and intangible assets with an indefinite useful life to be recoverable.

CGU – IT Solutions and Security Systems

The recoverable amount of the CGUs is determined from the value in use calculation. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. The directors estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

The assessment of recoverability of the carrying amount of goodwill and intangible assets with indefinite useful life includes:

forecasted cash flow projections for the next three years and projection of terminal value using the perpetuity method;

Terminal growth rate of 2% (2022: 2%); and

use of 21.4% – 24.4% (pre-tax) (2022: 18.6% - 20.5%) to discount the projected cash flows to net present values

6       Segment reporting

Throughout the period the group operated three (2022: four) business activities which are the sale of retail and IT solutions in Poland predominately as an Apple Premium Partner, the sale of payment processing services, the provision of IT solutions and security systems and the repair and sale of electronic devices in Germany.

Each of these operating segments is managed separately as each of these lines requires local resources.  All inter segment transfers for management services are carried out on a cost basis.

The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.

Revenue reported below represents revenue generated from external customers. There were no intersegment sales in the year.  The group’s reportable segments under IFRS 8 are direct sales attributable to each line of business.

The group operated in three principal geographical areas – Malta (country of domicile), UK, Germany and Poland. The sale of payment processing services and the provision of IT solutions and security systems are derived mainly from Malta whilst the sale of Apple products is derived from Poland and the sale and repair of used electronic deivices is derived from Germany.

In 2023 and 2022, the group did not have any clients which individually represented 10% or more of the total revenue of the group.

As at the end of the reporting period the total amount of intangible assets and plant and equipment amounted to € 21,220,545 (2022: € 12,077,990) and € 5,749,482 (2022:  € 13,663,641), respectively.

Measurement of operating segment profit or loss, assets and liabilities

Segment profit represents the profit earned by each segment after allocation of central administration costs and finance costs based on services and finance provided.  This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

The accounting policies of the reportable segments are the same as the group’s accounting policies described in note 5.

 

Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated totals are reported below:

 

Profit and loss before tax

 

2023

2022

 

 

 

 

Total profit for reportable segments

13,914,737

8,899,301

 

 

 

Unallocated amounts:

 

 

Interest expense

(1,598,128)

(1,863,231)

Other unallocated amounts

(5,052,437)

(2,762,932)

 

7,264,172

4,273,138

 

 

 

 

Assets

 

2023

2022

 

 

 

 

Total assets for reportable segments

189,407,623

124,376,750

Elimination of receivables

(128,024,585)

(73,824,490)

 

 

 

Unallocated amounts:

 

 

Goodwill

66,265,971

63,283,683

Intangible assets

10,780,201

10,044,178

Plant and equipment

114,187

1,977,500

Right-of-use assets

565,487

412,383

Loans and receivables

55,317,467

31,342,146

Deferred tax assets

469,491

402,499

Trade and other receivables

1,445,662

421,496

Cash and cash equivalents

454,228

1,468,576

Current tax assets

1,210,602

1,890,775

Other unallocated amounts

1,212,257

1,842,914