Report & Consolidated Financial Statements
31 December 2023
Company Registration Number: C 63261
Contents
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
Notes to the financial statements
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:
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:
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:
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:
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:
Based on the above criteria the following KPIs were derived: Table 1:
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:
Annex 1 Proportion of turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023. Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023.
Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023.
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:
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:
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. 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:
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 complianceIntroduction 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:
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 RulesStatement 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).
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.
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.
Retained earnings include current and prior period results as disclosed in the statements of profit or loss and other comprehensive income. |
Notes to the financial statements |
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