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AQUILA PART PROD COM S.A.
CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended
31 December 2022
CONTENTS: PAGE:
Consolidated statement of financial position 1 - 2
Consolidated statement of profit or loss and other comprehensive income 3 -4
Consolidated statement of changes in equity 5 - 6
Consolidated statement of cash flows 7 - 8
Notes to the consolidated financial statements 9 - 67
Basis of preparation
Reporting entities and general information 9-10
Basis of preparation 10-11
Functional and presentation currency 11
Use of judgments and estimates 11-12
Accounting policies
Basis of measurement 12
Significant accounting policies 12-27
New standards and interpretations not yet adopted 28-30
Performance for the year
Revenue 31
Other income 32
Other operating expenses 32
Net finance costs 33
Earnings per share 33
Employee benefits 34
Income taxes
Income taxes 34-36
Assets
Inventories 36
Trade receivables 37-38
Other receivables and prepayments 38
Cash and cash equivalents and short-term deposits 39
Property, plant and equipment 40
Intangible assets and goodwill 41
Investment property 42
Loans to related parties and long-term receivables from related parties 43-44
Equity and liabilities
Capital and reserves 44-46
Trade payables 46
Other payables 47
Loans and borrowings 47-50
Leases 51-52
Financial instruments
Financial instruments - Fair values and risk management 53-60
Other information
Related parties 60-62
Mergers and acquisitions with entities under common control 63
Contingencies 64
Commitments | 64 |
Segment reporting 64-66
Subsequent events 67
ASSETS | Note | 31-Dec-22 | 31-Dec-21 |
Non-current assets | |||
Property, plant and equipment | 19 | | |
Investment property | 21 | | |
Intangible assets | 20 | | |
Goodwill | 20 | | |
Loans to related parties | 22 | | |
Deferred tax assets | 14 | | |
Other non-current assets | | | |
| |||
Total non-current assets | | | |
| |||
Current assets | |||
Inventories | 15 | | |
Trade receivables | 16 | | ** |
Short term portion of loans to related parties | 22 | | |
Other receivables | 17(a) | | * |
Prepayments | 17(b) | | * |
Short term deposits | 18(b) | | |
Cash and cash equivalents | 18(a) | | |
| |||
Total current assets | | | |
| |||
Total assets | | | |
| |||
EQUITY AND LIABILITIES | |||
Equity | |||
Share capital | 23 | | |
Share premium | | | |
Own shares | ( | ( | |
Legal reserves | 23 | | |
Translation reserve | ( | | |
Retained earnings | | | |
| |||
Total equity attributable to the owners of the Group | | | |
| |||
Non-controlling interests | | | |
| |||
Total equity | | | |
|
LIABILITIES | Note | 31-Dec-22 | 31-Dec-21 |
Non-current liabilities | |||
Long-term bank borrowings | 26 | | |
Non-current portion of Lease liabilities | 26 | | |
Trade payables | 24 | | |
Contract liability | | | |
Deferred tax liabilities | 14 | | |
Total non-current liabilities | | | |
Current liabilities | |||
Current portion of long-term bank borrowings | 26 | | |
Current portion of Lease liabilities | 26 | | |
Trade payables | 24 | ** | |
Employee benefits | 13 | | |
Current tax liabilities | | | |
Contract liabilities | | | |
Provisions | | | |
Other payables | 25 | | |
Total current liabilities | | | |
Total liabilities | | | |
Total equity and liabilities | | |
The comparative amounts on December 31, 2021 have been reclassified in accordance with the presentation adopted in 2022, more details in Note 6 (x).
*The amount of RON 25,797,032, representing advances for inventories, services and others reported on December 31, 2021 under the category Other receivables is now included under the category Prepayments.
**The amount of RON 23,196,454 representing discounts accrued as at year end to be granted to customers was reported at December 31, 2021 under the category Trade payables as Refund liabilities and now, the amount of (RON 23,196,454) is included under the category of Trade receivables, as reduction of Trade receivables.
Signed and approved at 28 March 2023:
Chief Executive Officer | Chief Financial Officer | |
Vasile Constantin Catalin | Bascau Sorin |
Note | 31-Dec-22 | 31-Dec-21 | |
Revenues | 8 | | |
Other income | 9 | | |
Cost of goods sold | 15 | ( | ( |
Cost of fuel and transport services | ( | ( | |
Salaries and other employee benefits | 13 | ( | ( |
Repairs, maintenance and materials cost | ( | ( | |
Depreciation and amortization | 19,20,21 | ( | ( |
(Charge of Expected credit losses)/Reversal of credit losses | 16,22 | ( | |
Other operating expenses | 10 | ( | ( |
Operating profit | | | |
Finance income - interest income | 11 | | |
Finance income - other | | | |
Finance costs | 11 | ( | ( |
Net finance (cost) | 11 | | ( |
Profit before tax | | | |
Income tax expense | 14 | ( | ( |
Profit for the year | | | |
Profit for the year attributable to: | |||
- owners of the Group | | | |
- non-controlling interests | | | |
Profit for the year | | | |
Earnings per share | |||
Basic earnings per share | 12 | ||
Diluted earnings per share | 12 |
*Basic and diluted earnings per share amount for 2021 is restated. The weighted average number of shares takes into account the weighted average effect of premium issuance occurred in 2022 (Note 12).
Note | 31-Dec-22 | 31-Dec-21 | |
Other comprehensive income | |||
Items that are or may be reclassified subsequently to profit or loss | |||
Foreign operations - foreign currency translation difference | ( | | |
| |||
Other comprehensive income, net of tax | ( | | |
Total comprehensive income | | | |
Total comprehensive income attributable to: | |||
- owners of the Group | | | |
- non-controlling interests | | | |
Total comprehensive income | | |
Signed and approved at 28 March 2023:
Chief Executive Officer | Chief Financial Officer | |
Vasile Constantin Catalin | Bascau Sorin |
Attributable to the owners of the Company | ||||||||||
Note | Share capital | Share premium | Own shares | Legal reserve | Translation reserve | Retained earnings | Total attributable to the owners of the Parent | Non-controlling interests | Total equity | |
Balance at 1 January 2021 | | | ||||||||
Comprehensive income |
| |||||||||
Profit for the year | ||||||||||
Other comprehensive income | - | - | - | - | - | - | - | - | - | |
Total other comprehensive income | | | | |||||||
Total comprehensive income | | | | |||||||
Transactions with owners of the Group | ||||||||||
Contributions and distributions | ||||||||||
Issue of shares | ||||||||||
Dividends | 23 | ( | ( | ( | ||||||
Repurchase of own shares | ( | ( | ( | |||||||
Total contributions and distributions | ( | ( | | |||||||
Total transactions with owners of the Group | ( | ( | ||||||||
Other changes in equity | ||||||||||
Impact of acquisition of subsidiaries | 30 | ( | ( | ( | ||||||
Set up of legal reserves | ( | |||||||||
Capital increase by incorporating the merger premiums | | ( | ||||||||
Other change | ||||||||||
Balance at 31 December 2021 | ( | | | |||||||
Signed and approved at 28 March 2023:
Chief Executive Officer | Chief Financial Officer | |
Vasile Constantin Catalin | Bascau Sorin |
Attributable to the owners of the Company | ||||||||||
Note | Share capital | Share premium | Own shares | Legal reserves | Translation reserves | Retained earnings | Total | Non-controlling interests | Total equity | |
Balance at 1 January 2022 | | | ( | | | | | | | |
Comprehensive income | ||||||||||
Profit for the year | | | | | ||||||
Other comprehensive income | ||||||||||
Foreign operations - foreign currency translation difference | | ( | ( | ( | ||||||
Total other comprehensive income | | | | | ( | | ( | | ( | |
Total comprehensive income | | | | | ( | | | | | |
Transactions with owners of the Group | ||||||||||
Contributions and distributions | ||||||||||
Issue of shares | 23 | | ( | | | | ||||
Dividends to the owners of the Group | 23 | ( | ( | ( | ||||||
Repurchase of own shares | ||||||||||
Total contributions and distributions | | ( | | | | ( | ( | | ( | |
Total transactions with owners of the Group | | ( | | | | ( | ( | | ( | |
Other changes in equity | ||||||||||
Increase in legal reserves | 23 | | ( | | | | ||||
Balance at 31 December 2022 | | | ( | | ( | | | | | |
Signed and approved at 28 March 2023:
Chief Executive Officer | Chief Financial Officer | |
Vasile Constantin Catalin | Bascau Sorin |
Note | 31-Dec-22 | 31-Dec-21 | |
Cash flows from operating activities | |||
Profit after tax | | | |
Adjustments for: | |||
Depreciation | 19, 21 | | |
Depreciation right of use asset | 27 | | |
Amortisation | 20 | | |
Loss/(Gain) on disposal of property, plant and equipment | 9, 19 | ( | ( |
Impairment charge/ (reversal) | 16, 22 | | ( |
Total finance income | 11 | ( | ( |
Total finance costs | 11 | ||
Income tax expense | 14 | | |
Changes in: | |||
Decrease/(increase) in inventories | ( | ( | |
Decrease/(increase) in trade receivables | ( | | |
Decrease/(increase) in other receivables | ( | ( | |
Decrease/(increase) in prepayments | | ( | |
Increase/(decrease) in trade payables | ( | ( | |
Increase/(decrease) in other payables | | ( | |
Increase/(decrease) in provisions and employee benefits | | | |
Increase/(decrease) in contract liabilities | ( | ( | |
Cash generated from operating activities | | | |
Interest paid | ( | ( | |
Income tax paid | ( | ( | |
Net cash from operating activities | |
Note | 31-Dec-22 | 31-Dec-21 | |
Cash flows from investing activities | |||
Payments for purchase of property, plant and equipment | ( | ( | |
Payments for purchase of subsidiary, net of cash acquired | 30 | | ( |
Proceeds from sale of property, plant and equipment | | | |
Proceeds from loans granted to related parties | | | |
Dividends received | | | |
Interest received | | | |
Decrease/(increase) of short term deposits | | ( | |
Net cash used in investing activities | | ( | |
Cash flows from financing activities | |||
Proceeds share issue | | | |
Repayment of long-term bank loans | 26 | ( | ( |
Repayment of short-term bank loans | 26 | | ( |
Payment of lease liabilities | 26 | ( | ( |
Dividends paid | 23 | ( | ( |
Net cash used in financing activities | ( | | |
Net (decrease)/increase in cash and cash equivalents | ( | | |
Cash and cash equivalents at 1 January | 18 | | |
Cash and cash equivalents at 31 December | 18 | | |
Signed and approved at 28 March 2023:
Chief Executive Officer | Chief Financial Officer | |
Vasile Constantin Catalin | Bascau Sorin |
REPORTING ENTITIES AND GENERAL INFORMATION
General information about the Group
These financial statements are the consolidated financial statements of the group formed by
The Group's entities headquarters and activities are the following:
Entity | Headquarters | Registration | Activity |
Aquila Part Prod Com | Trade Register no: J29/2790/1994 Unique registration code: 6484554 | Wholesale of consumer goods, Rendering of logistic services, Internal and external transport of goods | |
Printex SA | 5 Poligonului Street, Ploiesti, Prahova County, Romania | Trade Register no: J29/107/1991 Unique registration code: 1348950 | |
Trigor Avd S.R.L. | 17 Otovasca Street, Chisinau, Chisinau County, Republica Moldova | Trade Register no: |
Based on General Shareholders meeting from 8 June 2021, Aquila Part Prod Com SA increased the share capital with RON 16,975,040 through issue of 1,697,504 shares with a par value of RON 10. Issue of shares was performed against incorporation in full of the statutory share premium determined by the merger with Seca Distribution SRL (entity under common control). Additionally, the Company modified the par value of the shares from RON 10 to RON 0.15 through stock split, total number of shares issued by the Company after the stock split is 133,333,600.
In November 2021, Aquila Part Prod Com SA increased the share capital with RON 10,000,020 through issue of 66,666,800 shares with a par value of RON 0.15. The issued shares were used for the initial public offer where Aquila Part Prod Com SA received RON 355,157,710 (gross amount: RON 366,667,400, broker fee: RON 11,509,689).
Based on Extraordinary General Shareholders Resolution of Aquila Part Prod Com S.A. of 23 February 2022, the share capital increase is carried out to support the current activity of the Company; the share capital will be increased by an amount of RON 150,000,300, representing issuance premiums; the number of shares issued in the share capital increase is 1,000,002,000 new shares; each shareholder of the Company registered in the shareholders' registry on the record date will receive free of consideration a number of 5 newly issued shares for each share held on the record date. Weighted average number of ordinary shares was adjusted for the effect of premium issuance in February 2022 and therefore year 2021 is restated (Note 12).
As at 31 December 2022, the shareholders of the Company, are Mr. Vasile Constantin Catalin and Mr. Dociu Alin Adrian, each holding 33.3% in each company and a series of other shareholders which hold a combined stake of 33.4%.
Shareholder | Number of | Par value | Statutory Share capital |
shares | (RON) | (RON) | |
Mr. Vasile Constantin Catalin | 400,000,800 | 0.15 | 60,000,120 |
Mr. Dociu Alin Adrian | 400,000,800 | 0.15 | 60,000,120 |
Other shareholders | 400,000,800 | 0.15 | 60,000,120 |
Total | 1,200,002,400 | 180,000,360 |
REPORTING ENTITIES AND GENERAL INFORMATION (CONTINUED)
As at 31 December 2021, the shareholders of the Company, are Mr. Vasile Constantin Catalin and Mr. Dociu Alin Adrian, each holding 33.3% in each company and a series of other shareholders which hold a combined stake of 33.4%.
Shareholder | Number of shares | Par value (RON) | Statutory Share capital (RON) |
Mr. Vasile Constantin Catalin | 66,666,800 | 0.15 | 10,000,020 |
Mr. Dociu Alin Adrian | 66,666,800 | 0.15 | 10,000,020 |
Other shareholders | 66,666,800 | 0.15 | 10,000,020 |
Total | 200,000,400 | 30,000,060 |
General information about the Group
Aquila's subsidiaries are the following:
Entity | % shareholding as at 31 December 2022 | % shareholding as at 31 December 2021 |
PRINTEX S.A. | 95.75% | 95.75% |
TRIGOR AVD S.R.L. | 100% | 100% |
BASIS OF PREPARATION
The consolidated financial statements of the Group are prepared in accordance with the Order of the Minister of Public finance no. 2844/2016 for approval of the accounting regulations, in compliance with the International Financial Reporting Standards applicable to the companies whose real shares are accepted for transaction on a regulated market. These stipulations are compliant with the requirements of the International Financial Reporting Standards, as adopted by EUs.
Minister of Finance no. 2844/2016 with subsequent amendments, is in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union, with the exception of IAS 21 The effects of the variation of exchange rates regarding the functional currency, the provisions of IAS 20 Accounting for government subsidies regarding recognition of revenues from green certificates, with the exception of IFRS 15 Revenues from contracts with customers regarding revenues from connection fees of the distribution network. These exceptions do not affect the compliance of the financial statements of the Group and the Company with IFRS adopted by the EU.
The consolidated financial statements have been approved and authorized for issue by the Board of Directors on 28h of March 2023. The financial statements will be submitted for shareholders' approval in the meeting scheduled on 28th April 2023.
Details of the Group's accounting policies are included in Note 6.
Going concern basis of accounting
The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to continue its operations in the foreseeable future.
As at 31 December 2022 the Group's financial position shows net current assets of RON 340 million, mainly as a result of short term deposits of RON 160 million related to IPO, the Group not having any utilised short-term borrowings at this date. Net current position as of 31 December 2021 was RON 328 million. The Group continues to trade profitably and generate positive cash flows and management has assessed that the Group is able to meet its obligations as they fall due.
As at 31 December 2022 and 31 December 2021, the Group's net assets amount to RON 484 million and RON 483 million, respectively.
BASIS OF PREPARATION (CONTINUED)
Going concern basis of accounting (continued)
For the years ending 31 December 2022 and 31 December 2021 the Group reported profits of RON 85 million and RON 71 million, with 6% above the budgeted level.
The group has distributed dividends in 2022 in amount of RON 84 million, while management believes that the current resources availability is sufficient to enable the Group to continue its operations and settle its obligations in the ordinary course of business without substantial disposal of assets, reversing its operations or similar actions.
Although the last year was characterized by a significant volatility and low margins for one of the segments, considering the massive investment trend of digitalization, combined with improved market conditions and portfolio increase, the Group has achieved and is aiming for future higher earnings and net profits.
The ongoing war in Ukraine and the related sanctions targeted against the Russian Federation have a continuous impact on the European economies and globally. The Group does not have any significant direct exposure to Ukraine, Russia or Belarus. However, the impact on the general economic situation may require timely revisions of certain assumptions and estimates.
Based on the facts described above and the plans for 2023, management has assessed that the going concern assumption adopted in the preparation of the consolidated financial statements to be appropriate.
FUNCTIONAL AND PRESENTATION CURRENCY
These consolidated financial statements are presented in Romanian Lei (RON), which is also the parent company's functional currency.
The functional currency of the subsidiary Printex S.A. is also Romanian Lei (RON) while the functional currency of the subsidiary Trigor Avd S.R.L. is Moldavian Lei (MDL).
All financial information is presented in RON, except when otherwise indicated.
USE OF JUDGEMENTS AND ESTIMATES
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:
Note 6 (h) (iii) and 6 (i) (iii) - useful lives of property, plant and equipment and intangible assets;
Notes 6 (m) (i), 16, 22, 28 (b) - measurement of ECL (expected credit losses) allowance for trade receivables, loans to related parties and long-term receivables from related parties;
Notes 6 (q), 27 and 31 - recognition and measurement provisions and contingent liabilities: key assumptions about the likelihood and magnitude of an outflow of resources; and
Notes 16, 24 - judgement in relation to off setting the accruals for the discounts granted with trade receivables and accruals of the discounts received with the trade payables.
USE OF JUDGEMENTS AND ESTIMATES (CONTINUED)
Measurement of fair values
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
Assumptions and estimation uncertainties
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
Note 28 (a) - financial instruments;
BASIS OF MEASUREMENT
The consolidated financial statements are prepared on the cost basis - historical cost conversion.
SIGNIFICANT ACCOUNTING POLICIES
The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.
(a) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2022. AQUILA PART PROD COM SA and its subsidiaries PRINTEX SA and Trigor AVD SRL are accounted based on consolidation requirements under IFRS, as endorsed by the EU.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee
• The ability to use its power over the investee to affect its returns
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Business combinations
Acquisitions on or after 1 January 2017
For business acquisitions on or after 1 January 2017, the Group accounts for business combinations using the acquisition method when control is transferred to the Group (see accounting policy 6 (a) (ii)). The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see accounting policy 6 (m) (ii)). Any gain on a bargain purchase is recognised in profit or loss immediately. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
Acquisitions prior to 1 January 2017
As part of its transition to IFRS-EU accounting policies, the Group elected not to restate the business combinations that occurred prior to 1 January 2017. In respect of acquisitions prior to 1 January 2017, the Group did not recognise any goodwill under Aquila Group's previous accounting framework, Order of the Minister of Public Finance no. 1802/2014 in Romania.
Non-controlling interests (NCI)
The Group measures any non-controlling interests in a company at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.
Changes in the shareholders' interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the respective company.
Loss of control
When the group loses control over a subsidiary included in the combination, the Group derecognises the assets and liabilities of the company, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss, except for the amounts in relation to that company previously recognised in other comprehensive income, which are recognised on the same basis as would have been required if the Parent had directly disposed of the related assets or liabilities. Any interest retained in the company is measured at fair value when control is lost.
Transactions eliminated in the consolidation
Intra-group balances and transactions between all consolidated entities, and any unrealized income and expenses arising from intra-group transactions, are eliminated.
(b) Revenue from contracts with customers
Under this standard, revenue is recognized when or as the customer acquires control over the goods or services rendered, at the amount which reflects the price at which the Group is expected to be entitled to receive in exchange of those goods or services. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties (such as VAT, excise or other taxes related to sale).
The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers and the related revenue recognition policies.
Nature and satisfaction of contractual obligations | Revenue recognition policies | |
Sale of goods | The performance obligations are agreed based on purchase orders from the customers under framework contracts. Consequently, each additional good to be delivered based on purchase orders represent a distinct performance obligation. Customers obtain control of goods when the goods are delivered to and have been accepted at their premises. The performance obligation is satisfied at that point in time. Invoices are issued when the goods are dispatched from Group's warehouses. Considering that the deliveries are made within the same country and using the Group's distribution network, there is no significant time passed between the dispatch time and delivery. Payment terms vary from 15 to 90 days. Discounts are offered by the Group, which are included on the invoice issued. Additionally volume-based discounts are offered by the Group for certain brands of goods, the volumes based on which the discounts are determined and the percentages applied are established in the contracts with customers. As a result, for the performance obligations performed, the Group is remunerated with a variable considerations which includes accruals for discounts to be granted. The Group estimates the discounts to be granted based on the actual volume of sales and contractual provisions. Contracts with customers are concluded on one year basis. There are no significant advances or retained payments. | Revenue is recognized when the goods are delivered and have been accepted by customers at their premises (at a point in time). The Group recognizes revenues when the performance obligation is satisfied, which is the point at which control of the promised goods are transferred to its customers, in an amount that reflects the consideration the Group expects to be entitled to receive in exchange for those goods. For the majority of Aquila Group's customer arrangements, control transfers to customers at a point-in-time when goods have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods transfers to the customer. The timing of satisfaction of the performance obligation is not subject to significant judgment. Aquila Group generates revenue primarily from the distribution and sale of products to its customers. Substantially all revenue is recognized at the point in time in which the product is delivered to the customer. The Group grants certain customers sales incentives, such as rebates or discounts, which are accounted for as variable consideration. The variable consideration is based on amounts known at the time the performance obligation is satisfied and, therefore, requires minimal judgment. Volume based discounts not granted to customers before year end are accrued for. Such volume discounts are measured as variable consideration and an estimate is included in the transaction price. Considering the legal basis for net settlement exists in the contracts, actual amounts are settled upon credit memo issuance, including accruals for the discounts granted. After completion of Aquila Group's performance obligations, the Group has an unconditional right to consideration as outlined in its contracts with customers. Aquila Group's customer receivables will generally be collected in less than 90 days in accordance with the underlying payment terms. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, are presented in the balance sheet line trade receivables. Aquila Group has no significant commissions paid that are directly attributable to obtaining a particular contract. |
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Revenue from contracts with customers (continued)
Nature and satisfaction of contractual obligations | Revenue recognition policies | |
Logistic services: warehouse services, handling, packaging | The performance obligation is the performance of services related to goods of customers for which the Group ensures distribution. The performance obligation is satisfied as the Group performs the logistic services on a continuous basis / over time. Invoices are issued monthly based on documents that attest the services performed by the Group during the respective month. Payment terms vary from 15 to 90 days. Contracts with customers are concluded on one year basis. There are no significant advances or retained payments. | Revenue is recognized over time, because the customer simultaneously receives and consumes the benefits provided by the performance of the Group as the services are performed. The services are recognized monthly once the service is performed. |
Transport services | The performance obligation is the transportation of the goods of customers from warehouses to retailers. Each shipment of goods ordered by the customer represents a performance obligation. The performance obligation is satisfied when the transportation is complete. Invoices are issued monthly based on the supporting documents or transports completed during the month. Payment terms vary from 15 to 90 days. Contracts with customers are concluded on one year basis. There are no significant advances or retained payments | Revenue is recognized at a point in time when the transportation is complete. |
(c) Finance income and finance costs
The Group's finance income and finance costs mainly include:
interest income;
interest expense; and
foreign currency gain or loss on financial assets and financial liabilities.
Interest income and expense are recognised using the effective interest method. Please refer to the note 6(k) for the financial instruments policy.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date, as communicated by the National Bank of Romania and National Bank of Moldova. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are recognised in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.
Foreign operations
The assets and liabilities of foreign operation, including goodwill and fair value adjustments arising on acquisition, are translated into RON at the exchange rates at the reporting date.
The income and expenses of foreign operations are translated into RON at the exchange rates at the dates of the transactions.
Foreign currency differences are recognized in OCI (other comprehensive income) and accumulated in the translation reserve. When a foreign corporation is disposed of in its entirety or partially, such that control, significantly influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
(e) Employee benefits
Short-term employee benefits
Short-term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Defined contribution plans
The Group, in the normal course of business, makes payments to the state-management pension schemes on behalf of its employees. All employees of the Group are members of the state pension plans.
The Group does not operate any other pension scheme or postretirement benefit plan and, consequently, has no obligation in respect of pensions. In addition, the Group has no obligation to provide further benefits to current and former employees. The Group does not have any defined benefit plans.
(f) Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or in other comprehensive income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years.
It is measured using tax rates enacted or substantively enacted at the reporting date.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Income tax (continued)
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met. Unrecognized deferred tax assets are reassessed recognized and disclosed (if any) at each reporting date and recognized to the extent that it has become probable that the future taxable profits will be available against which they can be used.
(g) Inventories
Inventories consist mainly of goods for resale and consumables.
The cost of inventories is calculated using the first-in, first-out cost formula. The cost of inventories includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition.
Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale and no other significant non-incremental costs are estimated to be incurred. Inventory is transferred to the Cost of sales upon the fulfilment of the performance obligation and the revenue recognition.
(h) Property, plant and equipment
Recognition and measurement
Property, plant and equipment are stated initially at cost, which includes purchase price and other costs directly attributable to acquisition and bringing the asset to the location and condition necessary for their intended use.
After initial recognition, all items of property, plant and equipment are measured at cost less any accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) Property, plant and equipment (continued)
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is recognised in profit or loss. Land is not depreciated.
The estimated useful lives of property, plant and equipment are as follows:
Category | Useful lives (years) |
Buildings | 20-40 |
Equipment | 5-7 |
Office equipment | 10-14 |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Reclassification to investment property
When the use of a property changes from owner-occupied to investment property, the property is reclassified accordingly.
(i) Intangible assets and goodwill
Recognition and measurement
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed).
Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.
Brands are recognised on business combinations or acquisitions.
Brands and other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Amortization
Amortization is calculated to write off the cost of intangible assets using the straight-line method over their estimated useful lives, and is recognised in profit or loss.
Brands are amortized over 5-6 years, according the management assessment of the period over which they are expected to generate cash inflows. The estimated useful lives of software are 3-5 years.
Amortization methods, useful lives are reviewed at each reporting date and adjusted if appropriate.
(j) Investment property
Investment property is initially measured at cost and subsequently at cost less any accumulated depreciation and any accumulated impairment losses. The cost model is justified by the fact that revenues generated from rental of the investment properties are a small fraction of the total revenues, as the group mainly generates revenue from activities like distribution, logistics and transportation. The Group is using linear depreciation method, buildings within investment property are amortised over 20-40 years. Land is not depreciated.
The Group performs internal valuations to determine if the fair values of investment properties are materially different versus the cost less accumulated depreciation and any impairment losses whenever conditions could imply a significant change in values.
Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.
Rental income from investment property is recognised as other income on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.
(k) Financial instruments
(i) Recognition and initial measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI (other comprehensive income), it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(ii) Classification and subsequent measurement
Financial assets
On initial recognition, the Group classifies a financial asset as measured at amortised cost or FVTPL (fair value through profit or loss) or FVTOCI (fair values through other comprehensive income).Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Financial instruments (continued)
Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):
the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL), unless the Group uses the irrevocable classification to measure investments in equity instruments as fair value through other comprehensive income. Under the latter, the fair value changes are accumulated in the OCI and are never reclassified in Profit or Loss. Dividend income and foreign exchange differences are recognized in the profit or loss. These instruments are not subject to impairment. The election is available on an instrument by instrument basis and it's only available at initial recognition.
As at 31 December 2022 and 31 December 2021 the Group does not have any financial assets classified under any of these categories, all assets are measured at amortised cost.
(ii) Classification and subsequent measurement (continued)
Financial assets measured at amortized cost.
These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. The credit-adjusted EIR is the interest rate that, at initial recognition, discounts the estimated future cash flows (including credit losses) to the amortised cost of the POCI financial asset. For financial assets that were credit-impaired on purchase or origination in subsequent reporting periods the credit-adjusted effective interest rate is also used subsequently to discount the ECLs. The amortised cost is reduced by impairment losses via loss allowance account. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. Impairment of non-derivative financial assets are presented in note (m) below.
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL.
A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. As at 31 December 2022 and 31 December 2021 the Group does not have any financial assets classified under this category.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss, all being classified at amortized cost
Financial liabilities of the Group include bank borrowings, bank overdrafts and trade payables. Financial liabilities, similar to financial assets, and are measured at amortised cost.
Derecognition
Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group's consolidated statement of financial position) when:
• The rights to receive cash flows from the asset have expired
Or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Financial instruments (continued)
The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.
When the Group exchanges with the existing counterparty one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial asset and the recognition of a new financial asset. Similarly, the Group accounts for substantial modification of terms of an existing asset or part of it as an extinguishment of the original financial asset and the recognition of a new financial asset.
Factors that the Group considers in assessing whether the terms are substantially different include:
Change of the (main) borrower
Change of the tenor resulting to more than 50% more of the original term
Significant change of the structure of the interest rate, e.g., from zero rate to a fixed rate
Change in the currency in which the financial asset is denominated
If the modification is not substantial, the difference between: (1) the carrying amount of the financial asset before the modification; and (2) the present value of the cash flows after modification is recognised in profit or loss as the modification gain or loss within other gains and losses.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. When the Group exchanges with the existing lender one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.
Similarly, the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after modification is recognised in profit or loss as the modification gain or loss within other gains and losses.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity. The Group recognizes changes in share capital in accordance with the applicable legislation and after approval of the General Meeting of Shareholders and registration according to the applicable legal obligations.Until 31 December 2003 the economy of Romania was considered hyperinflationary. Consequently, share capital and legal reserves setup before 31 December 2003 were adjusted for the effects of hyperinflation until that date in accordance with IAS 29.
(m) Impairment
(i) Non-derivative financial assets
The Group recognizes a loss allowance for expected credit losses ("ECLs") on financial assets measured at amortised cost. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience as allowed by the simplified approach in IFRS 9. The ECL model includes forward looking information like: GDP (gross domestic product), CPI (customer price index) from National Statistics and Forecasting Commission the National Bank of Romania.
We define buckets and include details here and in Trade Receivables, Note 16 below:
Not due
Past due 1-30 days
Past due 31-60 days
Past due 61-90 days
Past due more than 90 days
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 31 days past due. The Group considers a financial asset to be in default when:
the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
the financial asset is more than 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group.
Measurement of ECLs
IFRS 9 does not prescribe a single method to measure ECLs. The method used by the company to measure ECLs is based on a provision matrix considering historical loss rates. IFRS 9 allows entities to use practical expedients when estimating ECLs for trade receivables. The Group applied the practical expedient.
The provision matrix is based on an entity's historical default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. For the ECL provisioning matrix, please refer to not 16.
For trade receivables where different risk profile has been identified an individual assessment for estimating ECL has been done.
(m) Impairment (continued)
(i) Non-derivative financial assets (continued)
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
POCI assets
Purchased or Originated Credit Impaired financial assets (POCI) are financial assets that are credit impaired on initial recognition. POCI assets are recorded at fair value at original recognition and interest income is subsequently recognized based on a credit-adjusted effective interest rate (EIR). The credit-adjusted EIR is the interest rate that, at initial recognition, discounts the estimated future cash flows (including credit losses) to the amortised cost of the POCI financial asset. The ECL allowance is only recognised or released to the extent that there is a subsequent change in the expected credit losses. The Group recognises the cumulative changes in lifetime ECL since initial recognition, based on a probability-weighting of multiple scenarios, discounted by the credit-adjusted EIR.
(ii) Non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs (Cash Generating Unit). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, 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.
(n) Dividends
Dividends are recognized as a deduction from equity in the period in which their distribution is approved and recognised as a liability to the extent it is unpaid at the reporting date. Dividends are disclosed in the notes to the financial statements when their distribution is proposed after the reporting date and before the date of the issuance of the financial statements.
(o) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
(p) Contingent assets and liabilities
A contingent liability is:
a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or
a present obligation that arises from past events but is not recognized because:
it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
the amount of the obligation cannot be measured with sufficient reliability.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Contingent liabilities are not recognized in the Group's financial statements, but disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.
A contingent asset is not recognized in the Group's financial statements but disclosed when an inflow of economic benefits is probable.
(q) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
(i) As a lessee
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The group is using publicly available information to estimate the Incremental Borrowing Rate, the rate used for discounting the future cashflows.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Management considers most relevant the statistics information as published on the website of National Bank of Romania (BNR) in regard to medium to long term loans granted by Commercial Banks from Romania in the currency of the lease contracts. It is remeasured when there is a change in future lease payments arising from a change in a floating interest rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
As part of the remeasurement process, the Group revises the discount rate when the remeasurement is determined by a change of the lease term or a change in the assessment of an option to purchase the underlying asset or a change of lease payments due to changes in a floating interest rate. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets that do not meet the definition of investment property in 'Property, plant and equipment' in the statement of financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets (below RON 25,000 equivalent of EUR 5,000) and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(ii) As a lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. If an arrangement contains lease and non-lease compone.nts, then the Group applies IFRS 15 to allocate the consideration in the contract.
(r) Business combinations and legal mergers
Business combinations are accounted for using the acquisition method when control is transferred to the acquirer. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
In case of a legal merger following a business combination, where the parent is the surviving entity, the separate financial statements of the parent are a continuation of the Group consolidated financial statements. Hence, the values recognised in the consolidated financial statements become the cost of these assets for the parent. The acquired assets (including investments in subsidiaries, associates, or joint ventures held by the merged subsidiary) and assumed liabilities are recognised at the carrying amounts in the consolidated financial statements as of the date of the legal merger. This includes any associated goodwill, intangible assets, or other adjustments arising from measurement at fair value upon acquisition that were recognised when the subsidiary was originally acquired, less the subsequent related amortisation, depreciation, impairment losses, as applicable.
The difference between the amounts assigned to the assets and liabilities in the parent's separate financial statements after the legal merger and the carrying amount of the investment in the merged subsidiary before the legal merger is recognised directly in equity, through retained earnings.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(s) Related parties
A related party is a person or entity that is related to the Group that is preparing its financial statements (referred to as "reporting entity"):
A person or close member of that person's family is related to the reporting if that person:
has control or joint control over the reporting entity;
has significant influence over the reporting entity; or
is a member of the key management personnel of the reporting entity or of a parent of the reporting entity;
An entity is related to a reporting entity if any of the following conditions apply:
the entity and reporting entity are members of the same group (which means that each parent, subsidiary or fellow is related to the others);
one entity is an associate or joint venture of the other entity (or associate or joint venture of a member of the group of the other entity is a member);
both entities are joint ventures of the same third party;
one entity is a joint venture of a third party and the other entity is an associate of the third party;
the entity is a post-employment defined benefit plan for the benefit of the employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity;
the entity is controlled or jointly controlled by a person identified in (a);
a person identified in (a) i) has significant influence over the entity or is member of the key management personnel of the entity (or of a parent of the entity);
the entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.
(t) Subsequent events
Events occurring after the reporting date, which provide additional information about conditions prevailing at the reporting date (adjusting events) are reflected in the financial statements. Events occurring after the reporting date that provide information on events that occurred after the reporting date (non-adjusting events), when material, are disclosed in the notes to the financial statements. When the going concern assumption is no longer appropriate at or after the reporting period, the financial statements are not prepared on a going concern basis.
(u) Operating profit
Operating profit is the result generated from the continuing principal revenue-producing activities of the Group as well as other income and expenses related to operating activities. Operating profit excludes net finance costs and income taxes.
(v) Fair value measurement
'Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities (see Note 4). When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
6. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.
The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.
(w) IPO Costs
The costs of an IPO that involves both issuing new shares and a stock market listing are accounted for as follows:
Incremental costs that are directly attributable to issuing new shares are deducted from equity (net of any income tax benefit) in line with, IAS 32.37
Costs that relate to the stock market listing, or are otherwise not incremental and directly attributable to issuing new shares, are recorded as an expense in the statement of comprehensive income
Costs that relate to both share issuance and listing are allocated between those functions on a rational and consistent basis in line with IAS 32.38. In the absence of a more specific basis for apportionment, an allocation of common costs based on the proportion of new shares issued to the total number of (new and existing) shares represent an acceptable approach.
The Group has performed this analysis and has booked, in Equity, incremental costs directly attributable to issuing new shares, gross of tax, of RON 13,057,088 - amount included in share premium. The current income tax associated to these costs amounts to RON 2,089,134. From a tax perspective, these costs are entirely deductible the year they are incurred.
(x) Changes in presentation
The following changes in presentation are included in the current year's financial statements due to:
More accurate presentation in accordance with IFRS requirements, as well as being more relevant information about the balance sheet position and allowing comparability with industry peers.
Re-assessment of contractual legal rights and offsetting rules under IAS 32.
Change in statement of financial position presentation:
Reported as of | Change in presentation | Impact | ||
Note | 31-Dec-2021 | 31-Dec-2021 | 2021 changed Vs previous reported | |
| 17(a) | 30,014,026 | 4,216,994 | (25,797,032) |
| 17(b) | 7,420,986 | 33,218,018 | 25,797,032 |
- | ||||
| 16 | 220,942,310 | 197,745,855 | (23,196,455) |
| 24 | 219,230,427 | 196,033,972 | (23,196,455) |
STANDARDS ISSUED BUT NOT YET ADOPTED
The adoption of the financial reporting standards below in force at or after 1 January 2022 did not have a material impact on the Group's financial statements.
Standards and Interpretations endorsed by the EU
The accounting policies adopted are consistent with those of the previous financial year except for the following IFRS amendments which have been adopted by the Group/Company as of 1 January 2022:
• IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements 2018-2020 (Amendments).
The amendments are effective for annual periods beginning on or after 1 January 2022 with earlier application permitted. The IASB has issued narrow-scope amendments to the IFRS Standards as follows:
IFRS 3 Business Combinations (Amendments) update a reference in IFRS 3 to the previous version of the IASB's Conceptual Framework for Financial Reporting to the current version issued in 2018 without significantly changing the accounting requirements for business combinations.
IAS 16 Property, Plant and Equipment (Amendments) prohibit a company from deducting from the cost of property, plant and equipment any proceeds from the sale of items produced while bringing the asset to the location and condition necessary for it be capable of operating in the manner intended by management. Instead, a company recognizes such sales proceeds and related cost in profit or loss.
IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendments) specify which costs a company includes in determining the cost of fulfilling a contract for the purpose of assessing whether a contract is onerous. The amendments clarify, the costs that relate directly to a contract to provide goods or services include both incremental costs and an allocation of costs directly related to the contract activities.
Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases
IFRS 16 Leases-Cοvid 19 Related Rent Concessions beyond 30 June 2021 (Amendment). The Amendment applies to annual reporting periods beginning on or after 1 April 2021, with earlier application permitted, including in financial statements not yet authorized for issue at the date the amendment is issued. In March 2021, the Board amended the conditions of the practical expedient in IFRS 16 that provides relief to lessees from applying the IFRS 16 guidance on lease modifications to rent concessions arising as a direct consequence of the covid-19 pandemic. Following the amendment, the practical expedient now applies to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2022, provided the other conditions for applying the practical expedient are met.
Standards issued but not yet effective and not early adopted
The following standards, changes in standards and interpretations have been issued, but are not yet effective for
the annual period beginning on 1 January 2022. The Group does not intend to adopt these standards before they
become effective. The Group expects that the adoption of the financial reporting standards below in the future periods will not have a material impact on the Group's financial statements.
• IFRS 17: Insurance Contracts
The standard is effective for annual periods beginning on or after 1 January 2023 with earlier application permitted, provided the entity also applies IFRS 9 Financial Instruments on or before the date it first applies IFRS 17. This is a comprehensive new accounting standard for insurance contracts, covering recognition and measurement, presentation and disclosure. IFRS 17 applies to all types of insurance contracts issued, as well as to certain guarantees and financial instruments with discretional participation contracts.
7. STANDARDS ISSUED BUT NOT YET ADOPTED (CONTINUED)
IFRS 17, with the objective to provide an accounting model for insurance contracts that is more useful and consistent for insurers, establishes principles for the recognition, measurement, presentation and disclosure of all types of insurance contracts, as well as of certain guarantees and financial instruments with discretionary participation features. The accounting model is supplemented by a specific adaptation for contracts with direct participation features (the variable fee approach) and by a simplified approach (the premium allocation approach) mainly for short-duration contracts.
The main features of the new accounting model include the measurement of the present value of future cash flows, incorporating an explicit risk adjustment, remeasured every reporting period (the fulfilment cash flows). Also, the model includes a Contractual Service Margin (CSM) that is equal and opposite to any day one gain in the fulfilment cash flows of a group of contracts, representing the unearned profit of the insurance contracts to be recognised in profit or loss based on insurance contract services provided over the coverage period. Certain changes in the expected present value of future cash flows are adjusted against the CSM and thereby recognised in profit or loss over the remaining coverage period. Amounts that are paid to a policyholder in all circumstances, regardless of whether an insured event occurs (non-distinct investment components) are not presented in the income statement but are recognised directly on the statement of financial position.
Furthermore, the presentation of insurance revenue and insurance service expenses in the statement of comprehensive income will be based on the concept of services provided during the period. Insurance services results (earned revenue less incurred claims) are presented separately from the insurance finance income or expense. In the statement of financial position, the carrying amounts of portfolios of insurance contracts issued that are assets and those that are liabilities, with the same requirement applying to portfolios of reinsurance contracts held, are presented separately. Finally, IFRS 17 requires extensive disclosures to provide information on the recognised amounts from insurance contracts and the nature and extent of risks arising from these contracts.
Regarding the transition, the Board decided on a retrospective approach for estimating the CSM on the transition date. However, if full retrospective application, as defined by IAS 8, for a group of insurance contracts, is impracticable, an entity is required to choose either the modified retrospective approach or fair value approach. Both provide transitional reliefs.
Finally, in December 2021, the IASB issued amendments to IFRS 17 to add a transition option for a "classification overlay" to address possible accounting mismatches between financial assets and insurance contract liabilities in the comparative information presented on initial application of IFRS 17. An entity applying the classification overlay to a financial asset shall present comparative information as if the classification and measurement requirements of IFRS 9 had been applied to that financial asset.
• IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (Amendments)
The Amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments provide guidance on the application of materiality judgements to accounting policy disclosures. In particular, the amendments to IAS 1 replace the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. Also, guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgements about accounting policy disclosures.
• IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments)
The amendments become effective for annual reporting periods beginning on or after January 1, 2023 with earlier application permitted and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. The amendments introduce a new definition of accounting estimates, defined as monetary amounts in financial statements that are subject to measurement uncertainty, if they do not result from a correction of prior period error. Also, the amendments clarify what changes in accounting estimates are and how these differ from changes in accounting policies and corrections of errors.
7. STANDARDS ISSUED BUT NOT YET ADOPTED (CONTINUED)
• IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments)
The amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments narrow the scope of and provide further clarity on the initial recognition exception under IAS 12 and specify how companies should account for deferred tax related to assets and liabilities arising from a single transaction, such as leases and decommissioning obligations. The amendments clarify that where payments that settle a liability are deductible for tax purposes, it is a matter of judgement, having considered the applicable tax law, whether such deductions are attributable for tax purposes to the liability or to the related asset component. Under the amendments, the initial recognition exception does not apply to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. It only applies if the recognition of a lease asset and lease liability (or decommissioning liability and decommissioning asset component) give rise to taxable and deductible temporary differences that are not equal.
• IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted, and will need to be applied retrospectively in accordance with IAS 8. The objective of the amendments is to clarify the principles in IAS 1 for the classification of liabilities as either current or non-current. The amendments clarify the meaning of a right to defer settlement, the requirement for this right to exist at the end of the reporting period, that management intent does not affect current or non-current classification, that options by the counterparty that could result in settlement by the transfer of the entity's own equity instruments do not affect current or non-current classification. Also, the amendments specify that only covenants with which an entity must comply on or before the reporting date will affect a liability's classification. Additional disclosures are also required for non-current liabilities arising from loan arrangements that are subject to covenants to be complied with within twelve months after the reporting period. The amendments have not yet been endorsed by the EU.
• IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The amendments are intended to improve the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction in IFRS 16, while it does not change the accounting for leases unrelated to sale and leaseback transactions. In particular, the seller-lessee determines 'lease payments' or 'revised lease payments' in such a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use it retains. Applying these requirements does not prevent the seller-lessee from recognising, in profit or loss, any gain or loss relating to the partial or full termination of a lease. A seller-lessee applies the amendment retrospectively in accordance with IAS 8 to sale and leaseback transactions entered into after the date of initial application, being the beginning of the annual reporting period in which an entity first applied IFRS 16. The amendments have not yet been endorsed by the EU.
• Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the EU.
REVENUE
31-Dec-22 | 31-Dec-21 | |
Revenue | 2,206,787,393 | 1,926,037,317 |
Rental income* | 3,538,080 | 3,676,525 |
Total revenue | 2,210,325,473 | 1,929,713,842 |
*Rental income includes rental of investment property lease in amount of RON 1,148,010 (Note 21).
Disaggregation of revenue from contracts with customers
31-Dec-22 | 31-Dec-21 | |
Distribution of goods | 2,059,666,658 | 1,792,709,206 |
Logistics services | 78,868,663 | 73,900,083 |
Transport services | 68,252,073 | 59,428,028 |
Total | 2,206,787,393 | 1,926,037,317 |
Disaggregation of revenue per country
31-Dec-22 | 31-Dec-21 | |
Romania | 1,983,888,629 | 1,723,282,072 |
Moldova | 97,692,035 | 75,229,251 |
Germany | 30,565,247 | 44,877,983 |
Netherlands | 40,950,237 | 38,333,443 |
Other | 53,691,246 | 44,314,568 |
Total | 2,206,787,393 | 1,926,037,317 |
Timing of revenue recognition
31-Dec-22 | 31-Dec-21 | |
Products and services transferred at a point in time | 2,105,738,384 | 1,827,561,885 |
Services transferred over time | 101,049,009 | 98,475,432 |
Total | 2,206,787,393 | 1,926,037,317 |
The Group has applied the practical expedient from IFRS 15:121 since the contracts are concluded on one year basis.
There are no customers with over 10% of total Revenues in year 2022.
OTHER INCOME
Note | 2022 | 2021 | |
Contractual penalties | 290,449 | 215,227 | |
Insurance compensations | 3,235,592 | 2,481,664 | |
Income from subsidies | 125,661 | 232,229 | |
Net gain on disposal of property, plant and equipment | 19 | 1,705,497 | 1,041,618 |
Others | 2,977,207 | 1,010,427 | |
Total | 8,334,406 | 4,981,165 |
OTHER OPERATING EXPENSES
2022 | 2021 | |
General consulting | 10,591,022 | 7,502,671 |
Road taxes | 10,265,160 | 10,171,748 |
Utilities | 12,373,439 | 8,710,196 |
Audit and consulting | 1,241,192 | 1,392,647 |
Bank commissions and similar charges | 2,400,925 | 2,701,784 |
Legal expenses | 5,585,909 | 2,594,117 |
Compensations, fines and penalties | 489,310 | 337,485 |
Current asset disposal expenses* | - | 5,382,047 |
Handling and storage services | 5,213,513 | 776,264 |
Insurance premiums | 7,755,780 | 6,330,972 |
IT services | 5,731,957 | 1,354,061 |
Marketing and publicity | 4,894,773 | 2,946,799 |
Merchandising | 5,593,073 | 4,862,915 |
Postage and telecommunications | 651,798 | 568,727 |
Rental | 1,719,144 | 5,370,614 |
Sanitation services | 334,333 | 276,118 |
Security | 1,745,669 | 1,522,569 |
Services charges (warehousing rent contracts) | 3,327,019 | 1,823,576 |
Sponsorships | 2,433,293 | 2,390,183 |
Trainings and other staff expenses | 1,000,849 | 790,285 |
Travel | 5,443,070 | 3,652,596 |
Waste disposal | 1,181,092 | 1,107,364 |
Other operating expenses** | 11,733,329 | 10,229,309 |
Total | 101,705,650 | 82,795,047 |
*Current asset disposal expenses - amount relates to inventory write down and in 2022 the amount is presented in Cost of goods sold and is RON 4,777,839.
**Other operating expenses in amount of RON 11,733 thousand include various expenses in amount of RON 5,974 thousand such as low value lease expenses, services related to archiving and digitalisation of documents for archiving purposes, logistics services, extra medical expenses, environmental fees, etc.
NET FINANCE COSTS
31-Dec-22 | 31-Dec-21 | |
Interest income* | 7,391,895 | 1,364,802 |
Other finance income | 178,218 | 53,561 |
Total finance income | 7,570,113 | 1,418,363 |
Interest expense | (2,773,151) | (5,791,617) |
Net foreign exchange losses | (845,224) | (2,139,553) |
Other financial expenses | (217,824) | (347,797) |
Total finance costs | (3,836,199) | (8,278,967) |
Net finance costs | 3,733,914 | (6,860,604) |
*Interest income includes interest related to related parties loans receivables in amount of RON 1,477,695 and interest from bank deposits in amount of RON 5,914,200.
EARNINGS PER SHARE
The calculation of basic and diluted earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding:
Profit attributable to ordinary shareholders
31-Dec-22 | 31-Dec-21 | |
Profit attributable to the owners of the Group | 85,222,554 | 70,741,987 |
Profit attributable to ordinary shareholders | 85,222,554 | 70,741,987 |
Weighted-average number of ordinary shares (in number of shares)
31-Dec-22 | 31-Dec-21 (Restated) | |
Issued ordinary shares at 1 January | 200,000,400 | 302,500 |
Issues from 2021 | - | 199,697,900 |
Total issued ordinary shares | 200,000,400 | 200,000,400 |
Issued ordinary shares at 23 Feb 2022 | 1,000,002,000 | 1,000,002,000 |
Weighted-average number of ordinary shares at 31 December | 1,198,922,400 | 1,137,976,167* |
31-Dec-22 | 31-Dec-21 | |
Basic and diluted earnings per share (RON) | 0.071 | 0.062* |
*Weighted average number of ordinary shares adjusted for the effect of premium issuance in February 2022.
EMPLOYEE BENEFITS
Employee benefits payables and accruals at year-end are as follows:
31-Dec | 31-Dec | |
2022 | 2021 | |
Wages and salaries | 19,255,040 | 17,718,157 |
Social security contributions | 6,077,748 | 5,471,730 |
Tax on salaries | 1,225,627 | 1,085,737 |
Total payables and accruals at year-end | 26,558,415 | 24,275,624 |
In Romania, all employers and employees, as well as other persons, are contributors to the state social security systems. The social security system covers pensions, allocations for children, temporary inability to work, risks of works and professional diseases and other social assistance services, unemployment benefits and incentives for employers creating new workplaces.
Employee benefit expenses are as follows:
2022 | 2021 | |
|
| |
Wages and salaries | 190,341,934 | 166,550,344 |
Per diem | 13,196,771 | 12,547,002 |
Social contributions and charges | 7,006,411 | 7,607,643 |
Meal tickets | 14,692,265 | 9,142,583 |
|
| |
Total employees benefits for the year | 225,237,381 | 195,847,572 |
Management remuneration is disclosed in Note 29.
INCOME TAXES
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. The Group considers that the accounting records for taxes due are adequate for all open tax years, based on assessment made by management taking into account various factors, including the interpretation of tax legislation and previous experience. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.
Amounts recognised in profit or loss
31-Dec-22 | 31-Dec-21 | |
Current tax expense | 15,944,835 | 10,358,723 |
Deferred tax income | (613,288) | (1,587,405) |
Total income tax expense | 15,331,547 | 8,771,318 |
INCOME TAXES (CONTINUED)
Reconciliation of effective tax rate
2022 |
| 2021 | |||
|
|
|
|
| |
Profit before tax | 100,563,571 | 79,537,072 | |||
Tax using Company's domestic tax rate | 16% | 16,090,171 | 16% | 12,725,932 | |
Effect of tax rates in foreign jurisdiction | 0% | (322,942) | 0% | (213,234) | |
Legal reserve | -1% | (743,077) | -1% | (586,312) | |
Tax effect of non-deductible expenses | 4% | 3,673,620 | 4% | 3,105,603 | |
Tax credit - sponsorship and other fiscal benefits | -3% | (3,470,692) | -5% | (4,233,311) | |
Tax - exempt income | 0% | 104,466 | -2% | (1,319,526) | |
Other fiscal adjustments* | 0% | - |
| -1% | (707,833) |
Income tax | 15% | 15,331,547 |
| 11% | 8,771,318 |
*Other fiscal adjustments (2021): relates to the fiscal impact of IFRS transition (unfavorable), recognition in equity of IPO costs (favorable).
Printex SA pays income tax as a microenterprise, as such, according to the provisions of the Fiscal Code and those of the declaration of income, the applicable tax rate for the income generated by microenterprises is 3% of turnover.
The income tax rate applicable for Trigor AVD S.R.L. subsidiary in the Republic of Moldova is 12%.
Movement in deferred tax balances
Balance at 31 December 2022 | |||||
2022 | Net balance at 1 January 2021 | Recognized in profit or loss | Net | Deferred tax assets | Deferred tax liabilities |
Property, plant and equipment* | (832,336) | (204,227) | (1,036,563) | - | (1,036,563) |
Impairment of trade receivables | 1,796,112 | 696,919 | 2,493,030 | 2,493,030 | - |
Employee benefits | 1,204,247 | 120,596 | 1,324,843 | 1,324,843 | - |
Tax assets / (liabilities) before set-off | 2,168,022 | 613,288 | 2,781,310 | 3,817,873 | (1,036,563) |
Set off of tax | - | - | - | - | - |
Net tax assets / (liabilities) | 2,168,022 | 613,288 | 2,781,310 | 3,817,873 | (1,036,563) |
INCOME TAXES (CONTINUED)
(iii) | Movement in deferred tax balances (continued) |
|
| Balance at 31 December 2021 | ||||
2021 | Net balance at 1 January 2021 | Recognized in profit or loss | Business acquisition impact | Net | Deferred tax assets | Deferred tax liabilities |
Property, plant and equipment* | (11,854,217) | 13,658,116 | (296,946) | 1,506,953 | 1,506,953 | - |
Fair value adjustment of PPE at first time adoption* | - | (2,339,289) | - | (2,339,289) | - | (2,339,289) |
Intangible assets | (330,294) | 330,294 | - | - | - | - |
Lease liability | 10,330,165 | (10,682,238) | 352,073 | - | - | - |
Impairment of trade receivables | 1,442,570 | 344,368 | 9,175 | 1,796,113 | 1,796,113 | - |
Employee benefits | 928,091 | 276,156 | - | 1,204,247 | 1,204,247 | - |
Tax assets / (liabilities) before set-off | 516,315 | 1,587,406 | 64,302 | 2,168,023 | 4,507,313 | (2,339,289) |
Set off of tax | - | - | - | - | - | - |
Net tax assets / (liabilities) | 516,315 | 1,587,406 | 64,302 | 2,168,023 | 4,507,313 | (2,339,289) |
*Starting with 2022, the fair value adjustment of Property plant and equipment at first time adoption is presented net with Property plant and equipment and the Deferred tax asset/liability is net-off accordingly.
INVENTORIES
31-Dec-22 | 31-Dec-21 | |
Consumables | 915,978 | 760,503 |
Goods for resale | 159,232,781 | 134,103,933 |
Impairment loss | (1,718,386) | (1,210,022) |
Total inventories | 158,430,373 | 133,654,414 |
Cost of inventories recognized as an expense in the statement of profit or loss in 2022 is RON 1,623,973,263 (2021: RON 1,443,194,521). The inventory impairment allowance recognized during the year is presented below:
31-Dec-22 | 31-Dec-21 | |
Balance as at 1 January | 1,210,022 | 383,422 |
Impairment allowance charge | 2,808,586 | 826,600 |
Reclassification | 290,866 | |
Release/consumption of allowance | (2,591,088) | - |
Balance as at 31 December | 1,718,386 | 1,210,022 |
TRADE RECEIVABLES
Note | 31-Dec-22 | 31-Dec-21 | |
Trade receivables from third parties, gross | 271,243,625 | 226,117,301 | |
Trade receivables from related parties, gross | 29 | 10,793,659 | 5,842,129 |
Discounts accrued granted to customers | (18,945,097) | *(23,196,455) | |
Loss allowance | (15,275,500) | (11,017,120) | |
Total trade receivables, net | 247,816,687 | 197,745,855 |
The comparative figures as of 31 December 2021 were reclassified in accordance with the re-assessment of legal rights. The amount of (RON 18,945 thousand) as of 31 December 2022 is deducted from Trade receivables, while RON 23,196 thousand for Group, representing refund liabilities were reported as of 31 December 2021 under the category Trade payables and now, the amount of (RON 23,196 thousand) is included under Trade receivables, as reduction of Trade receivables. Please refer to Note 6 (x) Changes in presentation.
Short term trade receivables from related parties are presented in Note 29.
The Group's exposure to credit risk is influenced by the individual characteristics of each customer.
The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position
The following table details the risk profile of trade receivables based on the Group's provision matrix. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group's different customer segments.
The ECL (expected credit loss) model includes forward looking impact. For the period ended 31 December 2022, after incorporating the results of the forward-looking factors, no further impairment was necessary to be added to the ECL model.
31 December 2021 | ||||
Weighted average | Gross value | Bad debt loss allowance | Net trade receivables | |
Neither past due nor impaired | 1.02% | 156,672,693 | (1,593,732) | 155,078,961 |
Past due 1-30 days | 4.34% | 38,367,921 | (1,666,847) | 36,701,074 |
Past due 31-60 days | 26.96% | 5,638,199 | (1,519,879) | 4,118,319 |
Past due 61-90 days | 53.99% | 2,330,306 | (1,258,029) | 1,072,277 |
Past due more than 90 days | 86.53% | 5,753,855 | (4,978,632) | 775,223 |
Total | 208,762,974 | (11,017,119) | 197,745,855 | |
16. TRADE RECEIVABLES (CONTINUED)
31 December 2022 | ||||
Weighted average | Gross value | Bad debt loss allowance | Net trade receivables | |
Neither past due nor impaired | 0.97% | 198,876,632 | (1,934,289) | 196,942,343 |
Past due 1-30 days | 4.41% | 44,670,974 | (1,967,923) | 42,703,050 |
Past due 31-60 days | 23.56% | 4,530,418 | (1,067,296) | 3,463,122 |
Past due 61-90 days | 31.40% | 3,791,048 | (1,190,272) | 2,600,777 |
Past due more than 90 days | 81.22% | 11,223,115 | (9,115,720) | 2,107,395 |
Total | 263,092,187 | (15,275,500) | 247,816,687 | |
The movement in the loss allowance for trade receivables is as follows:
31-Dec-22 | 31-Dec-21 | |
Balance as at 1 January | 11,017,120 | 11,603,821 |
Acquisition impact (Note 30.2)* | - | 2,818,069 |
Impairment recognized (reversed)** | 4,974,192 | (2,687,347) |
Amounts written off | (715,812) | (717,423) |
Balance as at 31 December | 15,275,500 | 11,017,120 |
*Allowance recognized in relation to net recoverable value of Trigor AVD SRL receivables within the Group's acquisition from 2021.
**Expected credit losses as reported in SOCI in amount of RON 19,782,564 includes trade receivables impairment RON 4,974,192 and loans to related parties impairment in amount of RON 14,808,372 (Note 22).
Out of the total RON 4,974,192 impairment recognized during the year, RON 4,016,174 refers to Nordexim SRL (Note 29).
OTHER RECEIVABLES AND PREPAYMENTS
17(a) Other receivables
31-Dec-22 | 31-Dec-21 | |
Receivable from medical leaves | 391,025 | 2,292,143 |
Advances to employees | - | 272,924 |
Other receivables | 1,007,793 | 1,651,927 |
Total | 1,398,818 | 4,216,994 |
17(b) Prepayments
As at 31 December 2022, prepayments in amount of RON 28,902 646 include advances to suppliers for inventory acquisitions in amount of RON 21,352,509. As at 31 December 2021, advances to suppliers for inventory acquisitions in amount of RON 25,797,032 have been presented under line ''Other receivable'' and have been reclassified during 2022 under the Prepayments line.
CASH AND CASH EQUIVALENTS AND SHORT-TERM DEPOSITS
18(a) Cash and cash equivalents
31-Dec-22 | 31-Dec-21 | |
Bank current accounts | 18,786,514 | 42,541,957 |
Cash in hand | 76,528 | 70,689 |
Promissory notes and cheques in bank | - | 720,475 |
Total cash and cash equivalents | 18,863,042 | 43,333,121 |
18(b) Short term deposits
Balance presented at 31 December 2022 of RON 160,000,000 relates to part of the amounts received from the IPO which were placed in short term deposits (6 months term - 150,000,000) and (3 months term 10,000,000). The short-term deposits have maturities between 3 to 6 months and the interest received is between 8.2% and 9%.
Balance presented at 31 December 2021 of RON 195,000,000 relates to part of the amounts received from the IPO which were placed in short term deposits (6 months term - 190,000,000) and (3 months term 5,000,000). The short-term deposits have maturities between 3 to 6 months and the interest received is between 2.5% and 2.9%.
PROPERTY, PLANT AND EQUIPMENT
The movements in property, plant and equipment in 2021 and 2022 were as follows:
Land and buildings | Plant and equipment | Fixtures and fittings | Construction in progress | Total | |
Gross carrying amount | |||||
Balance at 1 January 2021 | 183,466,116 | 193,093,904 | 14,182,292 | 589,267 | 391,331,579 |
Initial balance restated | 326,392 | 165,236 | 507,883 | (227,136) | 772,375 |
Acquisition of subsidiary | 3,358,298 | 13,193,449 | 52,900 | - | 16,604,647 |
Additions | - | 24,297,731 | 232,069 | 1,925,326 | 26,455,126 |
Transfer to Investment Property | (1,752,118) | - | - | - | (1,752,118) |
Disposals | (1,589,203) | (8,657,208) | (6,429) | (1,594,949) | (11,847,789) |
Balance at 31 December 2021 | 183,809,485 | 222,093,112 | 14,968,715 | 692,508 | 421,563,820 |
Balance at 1 January 2022 | 183,809,485 | 222,093,112 | 14,968,715 | 692,508 | 421,563,820 |
Additions | 81,330,435 | 24,333,685 | 730,492 | 2,318,482 | 108,713,094 |
Adjustment of gross book value* | (3,974,230) | - | - | - | (3,974,230) |
Disposals | (475,091) | (11,058,222) | (45,844) | - | (11,579,157) |
Balance at 31 December 2022 | 260,690,599 | 235,368,575 | 15,653,363 | 3,010,990 | 514,723,527 |
Accumulated depreciation and impairment losses | |||||
Balance at 1 January 2021 | 88,431,694 | 150,719,980 | 8,277,655 | - | 247,429,329 |
Initial balance restated | 1,385,469 | (1,008,191) | 395,099 | - | 772,377 |
Acquisitions of subsidiary | 2,209,663 | 13,958,413 | (233,801) | - | 15,934,275 |
Depreciation | 24,624,701 | 23,489,590 | 1,243,237 | - | 49,357,528 |
Accumulated depreciation of disposals | (795,409) | (7,950,394) | (1,831) | - | (8,747,634) |
Balance at 31 December 2021 | 115,856,118 | 179,209,398 | 9,680,359 | - | 304,745,875 |
Balance at 1 January 2022 | 115,856,118 | 179,209,398 | 9,680,359 | - | 304,745,875 |
Depreciation | 27,527,888 | 20,640,402 | 1,043,819 | - | 49,212,109 |
Adjustment of accumulated depreciation* | (4,761,946) | - | (4,761,946) | ||
Accumulated depreciation of disposals | (451,447) | (10,883,209) | (45,844) | - | (11,380,500) |
Balance at 31 December 2022 | 138,170,613 | 188,966,591 | 10,678,334 | - | 337,815,538 |
Net carrying amounts | |||||
At 31 December 2021 | 67,953,367 | 42,883,714 | 5,288,356 | 692,508 | 116,817,945 |
At 1 January 2022 | 67,953,367 | 42,883,714 | 5,288,356 | 692,508 | 116,817,945 |
At 31 December 2022 | 122,519,986 | 46,401,984 | 4,975,029 | 3,010,990 | 176,907,989 |
Property, plant and equipment includes right-of-use assets with a net carrying value of RON 31,707,016 as at 31 December 2022 (31 December 2021: RON 33,968,731) related to leased equipment and of RON 98,758,932 as at 31 December 2022 (31 December 2021: RON 42,776,905) related to leased properties that do not meet the definition of investment property (see Note 27).
Total carrying value of pledged Property plant and equipment as at 31 December 2022 is RON 8,338,559 (31 December 2021: RON 6,891,436) (see Note 26c). Fully depreciated Property plant and equipment items still in use as of 31 December 2022 amounts RON 134,156,987 (31 December 2021: RON 117,401,973).
*Adjustment with the net value amount of RON 787,716 refers to re-assessment of historically IFRS first time adoption adjustments on land and buildings and was included in current year's profit and loss statement as "Other income", see Note 9.
INTANGIBLE ASSETS AND GOODWILL
Goodwill | Brands | Other intangible assets | Total | |
Gross book value | ||||
Balance at 31 December 2021 | 5,011,706 | 2,698,926 | 399,492 | 8,110,124 |
Additions | - | - | 17,762 | 17,762 |
Disposals | - | - | (90,637) | (90,637) |
Balance at 31 December 2022 | 5,011,706 | 2,698,926 | 326,617 | 8,037,249 |
Accumulated amortization | ||||
Balance at 31 December 2021 | - | 1,156,683 | 382,406 | 1,539,089 |
Amortization | - | 385,561 | - | 385,561 |
Accumulated depreciation of disposals | - | - | (103,700) | (103,700) |
Balance at 31 December 2022 | - | 1,542,244 | 278,706 | 1,820,950 |
Net carrying amounts | ||||
At 31 December 2021 | 5,011,706 | 1,542,243 | 17,086 | 6,571,035 |
At 31 December 2022 | 5,011,706 | 1,156,682 | 47,911 | 6,216,299 |
Following the acquisition of AGRIROM SRL by AQUILA PART PROD COM SA, the Group mainly recognised goodwill of RON 5,011,706 and brands of RON 2,698,926 (Agrirom's brands for food products: Gradena, Yachtis, LaMasa and Frisco).
As at 31 December 2022 and as at 31 December 2021, the Group performed an impairment analysis for the goodwill, which allocated to the CGU formed by the distribution and trade with food, beverages and tobacco performed by AGRIROM SRL.
Based on the analysis, the goodwill is not impaired as at 31 December 2022 and as at 31 December 2021.
The recoverable amount of the goodwill is determined based on a value in use calculation for uses cash flow projections based on financial budgets covering a three-year period and a pre-tax WACC of 12.6% per cent per annum, growth rate of 2.5%.
The key assumptions used by management in setting the financial budgets for the initial three-year period were as follows:
Forecast sales growth rates
Operating profits
Operating profits are forecast based on historical experience of operating margins, adjusted for the impact of current trends of reduction followed by a slower increase trend in coming years.
Cash conversion
Cash conversion is the ratio of operating cash flow to operating profit. Management forecasts cash conversion rates based on historical experience.
Cash flows beyond that three-year period have been extrapolated using a steady 2.5% per cent per annum growth rate. Changes by 1% of the assumptions used such as WACC, growth in perpetuity does not lead to impairment.
Brands have been recognised at fair value at the acquisition date.
INVESTMENT PROPERTY
Reconciliation of carrying amounts
2022 | 2021 | |
Gross book value | ||
Balance at 1 January | 16,069,631 | 14,336,071 |
Transfer from property, plant and equipment | - | 1,733,560 |
Disposals | (138,144) | - |
Other adjustments | 166,046 | - |
Balance at 31 December | 16,097,533 | 16,069,631 |
|
| |
Accumulated depreciation and impairment | ||
Balance at 1 January | 2,214,388 | 1,108,648 |
Depreciation charge | 165,166 | 1,105,740 |
Transfer to investment property | - | - |
Balance at 31 December | 2,379,554 | 2,214,388 |
Carrying amount | ||
Balance at 1 January | 13,855,243 | 13,227,423 |
Balance at 31 December | 13,717,978 | 13,855,243 |
Investment property comprises of land and buildings of AQUILA PART PROD COM SA and PRINTEX SA that are leased to third parties.
The Group performs internal valuations to determine if the fair values of investment properties are materially different versus the cost less accumulated depreciation and any impairment losses whenever conditions could imply a significant change in values.
The Group performed internal valuation and determined that the fair value was not significantly changed in 2021 and 2022 and is not significantly different compared to carrying amount.
Amounts recognised in profit or loss
2022 | 2021 | |
Income-generating property | 1,148,010 | 3,676,525 |
Directly operating expenses | 227,279 | 233,921 |
LOANS TO RELATED PARTIES AND LONG-TERM RECEIVABLES FROM RELATED PARTIES
The Group has loans to related parties and long-term receivables from receivables which are considered purchased or originated credit-impairment financial assets ("POCI").
Loans to related parties
31-Dec-22 | 31-Dec-21 | |
Novadex | 12,645,536 | 15,121,550 |
Aquila Agricola | 6,660,195 | 7,157,250 |
Best Coffee Solutions | 2,937,655 | 3,503,183 |
Nordexim | 14,981,816 | 32,774,621 |
Aquila Trade Solutions | - | 239,481 |
Total | 37,225,202 | 58,796,085 |
Short-term portion | 3,591,648 | 6,672,011 |
Long-term portion | 33,633,554 | 52,124,074 |
Novadex - contract with Novadex was concluded in 2007 for an original amount of RON 2,500,000 and an original maturity of 2 years. Subsequently the contract's maturity was extended annually with another 12 months. Also the loan limit amount was increased multiple times up to the current limit of RON 25,000,000. The loan purpose was financing of operating and investing activities (acquisition of property, plant and equipment).
On 31 December 2020, an addendum was signed to the contract for extension of maturity to 31 December 2028. As per addendum the loan has been converted in EUR and is payable in quarterly tranches, with an interest of 1.8 pa and it is not secured. In 2022 the loan was collected according to the repayment schedule. For the year ended 2022, no additional ECL have been booked after a review of the loan.
Nordexim - On 31 December 2020, the Group converted the trade receivables into a loan with a maturity of 10 years, until 31 December 2030, repayable in quarterly tranches, with an interest of 1.8 p.a.. The loan is not secured and is denominated in EUR.
In 2022 the loan was collected according to the repayment schedule, however, Nordexim's financial evolution and related results was assessed as not in line with prior expectations. Considering the significant decrease in equity value, which was computed considering a WACC of 12.65% and a growth rate of 2.6% for the terminal value, a loan review was performed. The Expected Credit Loss calculation indicated additional cash shortfalls discounted at the original credit adjusted effective interest rate of RON 14,808,372.
Aquila Agricola - contract with Aquila Agricola was concluded in 2007 for an original amount of RON 150,000 and original maturity of 31 December 2008. Subsequently the contract's maturity was extended annually with another 12 months. Moreover, the loan limit amount was increased multiple times up to the current limit of RON 15,000,000.
The loan purpose was financing of operating and investing activities (acquisition of property, plant and equipment).
On 31 December 2020, an addendum was signed to the contract for extension of maturity to 31 December 2030. As per addendum the loan has been converted in EUR is payable in quarterly tranches, with an interest of 1.8 pa and it is not secured. In 2022 the loan was collected according to the repayment schedule. For the year ended 2022, no additional ECL have been booked after a review of the loan.
Aquila Trade solution: loan granted in 2012 for working capital and in 2022 the entire amount was impaired.
LOANS TO RELATED PARTIES AND LONG-TERM RECEIVABLES FROM RELATED PARTIES (CONTINUED)
(a) Loans to related parties (continued)
Best Coffee Solutions - contract was concluded in 2016 for an original amount of RON 1,000,000 and original maturity of 30 June 2013. Subsequently the contract's maturity was extended annually with another 12 months. Also the loan limit amount was increased multiple times up to the current limit of RON 7,000,000.
The loan purpose was financing of operating and investing activities (acquisition of property, plant and equipment).
On 31 December 2020, an addendum was signed to the contract for extension of maturity to 31 December 2030. As per addendum the loan has been converted in EUR is payable in quarterly tranches, with an interest of 1.8 pa and it is not secured. In 2022 the loan was collected according to the repayment schedule. For the year ended 2022, no additional ECL have been booked after a review of the loan.
The loans to related parties are classified as POCI financial assets, as a result the Group measures the loss allowance for loans receivables at an amount equal to lifetime ECL. The expected credit losses on loans to related parties are determined based on the expected cash inflow to be obtained from each debtor until the end of 2030, based on the projected future cash flows of the debtors. The future cashflow projections have incorporated judgement and estimates considering historical performances of the related parties as well as expected reasonable future changes based on the information available as at the date of the preparation of these financial statements.
On initial recognition, POCI assets do not carry an impairment allowance. Instead, lifetime ECLs are incorporated into the calculation of the effective interest rate.
If a financial asset is purchased or originated credit-impaired then at the reporting date only the cumulative changes in lifetime expected credit losses since initial recognition are recognised as a loss allowance. The expected future credit losses are assessed using the effective interest rate.
Additional impairment loss recognised in 2022 on Nordexim loan:
31-Dec-22 | 31-Dec-21 | |
Opening balance | 32,774,621 | 33,923,738 |
Repayment | (2,955,525) | (1,973,800) |
Additional loss recognized | (14,808,372) | - |
Impact of re-evaluation (foreign exchange) | (28,908) | 824,683 |
Closing balance | 14,981,816 | 32,774,621 |
CAPITAL AND RESERVES
Share capital
As at 31 December 2022, the share capital is of RON 180,590,088 (31 December 2021: RON 30,589,788) and includes the effect of restatement required by the application of IAS 29 Financial Reporting in Hyperinflationary Economies until 31 December 2003. The reconciliation of share capital is as follows:
Share capital (nominal value)
| 30,000,060 | |
Restatement adjustment in accordance with IAS 29 | 589,728 | |
Restated share capital balance as at 31 December 2021 | 30,589,788 | |
Share capital (nominal value) |
| 180,000,360 |
Restatement adjustment in accordance with IAS 29 |
| 589,728 |
Restated share capital balance as at 31 December 2022 |
| 180,590,088 |
CAPITAL AND RESERVES (CONTINUED)
The number of shares of the Group was as follows:
RON | Ordinary shares | ||||
Number of shares | Note | 2022 | 2021 | 2022 | 2021 |
In issue at 1 January | 30,589,788 | 3,614,728 | 200,000,400 | 302,500 | |
Share issuance at RON 10 | - | 16,975,040 | - | 1,697,504 | |
Share split RON 10 to RON 0.15 | - | - | - | 131,333,596 | |
Share issuance at RON 0.15 | - | 10,000,020 | - | 66,666,800 | |
Share increase from incorporation of share premium | 12 | 150,000,300 | - | 1,000,002,000 | - |
In issue at 31 December - fully paid | 12 | 180,590,088 | 30,589,788 | 1,200,002,400 | 200,000,400 |
The par value of the shares is RON 0.15 as at 31 December 2022 and 31 December 2021. New shares issued in 2022 were presented in Note 1. All ordinary shares rank equally with regard to the above companies' residual assets.
Holders of ordinary shares are entitled to dividends as declared from time to time, distributed from the statutory profits and are entitled to one vote per share at general meetings of the above companies. The above companies recognize changes in share capital only after their approval in the General Shareholders Meeting and their registration by the Trade Register.
Legal reserves
Legal reserves are set up as 5% of the profit before tax for the year as per statutory individual financial statements of the Group companies, until the total legal reserves reach 20% of the paid-up nominal share capital of each company, according to the legislation. These reserves are deductible for income tax purposes and are not distributable. As of 31 December 2022, in line with net profits achieved, the company increased legal reserve with 5% representing RON 4,645,400 .
Legal reserves were restated according to IAS 29 Financial Reporting in Hyperinflationary Economies until 31 December 2003 (the adjustment for the effect of hyperinflation amounts to RON 110,225 as at 31 December 2022 and 31 December 2021).
Own Shares
The balance of RON 991,972 relates to 180,000 own purchased shares.
Dividends
The Group companies may distribute dividends from statutory earnings only, as per separate financial statements prepared in accordance with statutory accounting regulations. The dividends declared by the Companies were as follows:
31-Dec-22 | 31-Dec-21 | |
To the owners of the Parent | 84,547,999 | 21,395,289 |
Total | 84,547,999 | 21,395,289 |
Weighted-average number of ordinary shares at 31 December | 1,198,922,400 | 1,137,976,167* |
Dividend per share | | 0.062* |
*Weighted average number of ordinary shares adjusted for the effect of premium issuance in February 2022.
Out of the dividends declared by the Parent, the dividends paid were RON 84,546,731 in 2022 and RON 21,395,289 in 2021. In the period January to August 2021, the shareholders of the Company approved the distribution of dividends of RON 21,395,289 as follows: January (RON 3,076,738), March (RON 3,252,632) and August (RON 15,065,919) before the IPO.
In 2021 the shareholders of the Parent approved the distribution of dividends of RON 21,395,289. In 2022 the shareholders of the Parent approved the distribution of dividends of RON 84,547,999.
23. CAPITAL AND RESERVES (CONTINUED)
Capital management
The Group manages its capital such as to make sure that the Group entities will be able to continue as a going concern and to maximize the profits for the shareholders, by optimization of the balances of liabilities and equity.
The structure of the Group's capital comprises liabilities, which include borrowings, cash and cash equivalents, and equity attributable to the owners of the Company. Equity comprises share capital, reserves and retained earnings.
The Group's capital risk management includes a regular review of the equity structure. As part of this review, management considers the cost of equity and the risk associated to each class of equity. The Group balances its general structure of capital by the payment of dividends, by issuance of new shares, as well as by contracting new liabilities or extinguishing the existent ones.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings less cash and cash equivalents.
Note | 31-Dec-22 | 31-Dec-21 | |
In RON | |||
Borrowings and lease liabilities | 26 | 125,131,800 | 74,440,290 |
Less: Cash and bank equivalents | 18 | (18,863,042) | (43,333,121) |
Net debt | 106,268,758 | 31,107,169 | |
Total equity attributable to the owners of the Group | 483,821,517 | 483,388,818 | |
Gearing ratio | 0.22 | 0.06 | |
TRADE PAYABLES
31-Dec-22 | 31-Dec-21 | |
Trade payables to third parties | 216,266,721 | 217,157,247 |
Trade payables to related parties | 1,429,824 | 1,059,763 |
Accruals for discounts to be received* | (23,757,133) | (20,494,202) |
Total | 193,939,412 | 197,722,808 |
Current | 193,879,745 | 196,033,972 |
Non-current | 59,667 | 1,688,836 |
Trade payables to related parties are presented in Note 29.
*Accruals for discounts to be received represent discounts accrued as at year end to be received from suppliers based on the accomplishment of the acquired volumes of inventories and contractual enforcements.
OTHER PAYABLES
31-Dec-22 | 31-Dec-21 | ||||
VAT payable | 7,513,734 | 6,183,204 | |||
Dividends payable | 9,318 | 8,042 | |||
Sundry creditors | 2,300,070 | 1,495,293 | |||
Other payables* | 8,117,300 | 15,900,235 | |||
Total | 17,940,422 | 23,586,774 | |||
*Other payables include the liability for dividends to be paid by the subsidiary Trigor to the founding shareholders in amount of RON 5,999,456 (31 December 2021: RON 12,846,392).
Other payables to related parties are presented in Note 29.
LOANS AND BORROWINGS
Long-term bank borrowings
31-Dec-22 | 31-Dec-21 | |
Balance at 1 January | 4,512,666 | 6,863,198 |
Repayments | (2,453,463) | (2,461,455) |
Foreign exchange impact | (8,282) | 110,923 |
Balance at 31 December | 2,050,922 | 4,512,666 |
Current portion | 2,050,922 | 2,461,455 |
Long term portion | - | 2,051,211 |
In February 2019, AQUILA PART PROD COM SA contracted a long-term loan of EUR 2,280,000 with Raiffeisen Bank to finance the acquisition of AGRIROM SRL. The loan is re-payable in 55 equal monthly instalments until 31 October 2023. The interest rate is 1M EURIBOR + 2.75%. The balance of the loan as at 31 December 2022 is EUR 414,545; 31 December 2021 is EUR 911,999.
The loan is guaranteed with AQUILA PART PROD COM SA's bank accounts with Raiffeisen Bank
In December 2021 AQUILA PART PROD COM SA contracted a long-term loan of EUR 5,000,000 with BERD to finance various projects (Software - 28%, Equipment - 36%, Marketing Spending - 13% and working Capital - 23%). As at 31 December 2022 no amount was drawn from this loan. In December 2022 the period the loan can be used was extended to 22 December 2023.
The loan is guaranteed with 5% from the value of shares of the founding members.
All covenants are complied with as at 31 December 2022.
Short-term bank borrowings
The balance of short-term credit facilities as at 31 December 2022 and 31 December 2021 is nil.
The Group has the following short-term credit facilities:
LOANS AND BORROWINGS (CONTINUED)
AQUILA PART PROD COM SRL
Unicredit Bank: multicurrency (RON, EUR) credit line contracted in 2015 together with SECA DISTRIBUTION SRL, with a limit of EUR 24,200,000. The credit includes 2 facilities:
Facility A with a limit of EUR 13,350,000 for general expenses, and issuance of bank letters of guarantee and letters of credit. This facility is valid until 31 May 2023. The interest rate is ON EURIBOR + 2.25% for EUR and ON ROBOR + 2% for RON. The amount used from this facility as at 31 December 2022 is 0 (31 December 2021: EUR 0).
Facility B (non-cash) with a limit of EUR 10,850,000 for issuance of bank letters of guarantee. This facility is valid until 31 May 2024. The amount used from this facility as at 31 December 2022 is EUR 10,033,728; 31 December 2021 is EUR 10,163,439.
The credit is guaranteed by AQUILA PART PROD COM SA with trade receivables from certain customers, bank accounts with Unicredit Bank, vehicles, and certain goods for resale. The credit is also guaranteed by, Novadex, a related party, the shareholders and other related individuals. The carrying amount of assets pledged as collateral is presented in Note 26 (c). |
(1b) EximBank: multi-currency (RON, EUR) credit facility contracted in 2014 including a revolving credit line and a facility for issuance of bank letters of guarantee, with a limit of EUR 3,080,000. The interest rate is 1M EURIBOR + 2.25% for EUR and 1M ROBOR + 1.5% for RON. The facility is valid until 3 August 2023. The amount used as at December 31, 2022 is of EUR 0 and at 31 December 2021: EUR 0.
Facility for issuance of bank letters of guarantee with limit of EUR 8,000,000. This facility is valid until 17th July 2024. The amount used from this facility as at 31 December 2022 is EUR 7,964,909
The loan is guaranteed by AQUILA PART PROD COM SA with the bank accounts with EximBank, certain goods for resale, and trade receivables from certain customers. The loan is also guaranteed by the shareholders, by a guarantee letter of EximBank of EUR 1,078,000 and by a state counter-guarantee of EUR 640,000. The carrying amount of assets pledged as collateral is presented in Note 26 (c). |
(1c) Raiffeisen Bank: overdraft facility (also including letters of guarantee issuance option) with a limit of EUR 13,500,000 contracted in 2005. The interest rate is O/N EONIA + 2% for EUR and O/N ROBOR + 1.5% for RON. The facility is valid until 30 June 2024. The amount used for issuance of letters of guarantee as at 31 December 2022 EUR 3,000,000 (31 December 2021 is EUR 0). The loan is guaranteed by AQUILA PART PROD COM SA with bank accounts with Raiffeisen Bank, goods for resale, trade receivables from certain customers, and certain land and buildings. The loan is also guaranteed by, PRINTEX SA, a subsidiary of Aquila, Novadex, Nordexim and Aquila Agricola, related parties, and the shareholders. The carrying amount of assets pledged as collateral is presented in Note 26 (c).
AQUILA PART PROD COM SA have a non-cash credit facility for issuance of bank letters of guarantee contracted with Raiffeisen Bank in 2014, with a limit of EUR 1,000,000 as at December 31, 2022, valid until 30 June 2024. The facility was fully used by AQUILA PART PROD COM SA.
(1d) Banca Transilvania: credit line contracted in 2018 to finance working capital, in amount of EUR 4,000,000. The interest rate is 1M EURIBOR + 2.45%. The credit is valid until 27 September 2024. The loan balance as at 31 December 2022 is EUR 0 ; 31 December 2021 is EUR 0.
The loan is guaranteed by AQUILA PART PROD COM SA with inventories, trade receivables from certain customers, and existing and future cash collections and bank accounts with Banca Transilvania, and with existing and future cash collections and bank accounts with Banca Transilvania. The carrying amount of assets pledged as collateral is presented in Note 26 (c).
TRIGOR AVD SRL
(1e) BCR Chisinau: credit line contracted in 2022, in amount of MDL 2,000,000. The interest rate is 7%. The credit line is valid until 16 May 2023. The loan balance as at 31 December 2022 is EUR 0 ; 31 December 2021 is EUR 0.
BCR Chisinau: credit line contracted in 2022, in amount of EUR 300,000. The interest rate is 3.8%. The credit line is valid until 16 May 2023. The loan balance as at 31 December 2022 is EUR 0 ; 31 December 2021 is EUR 0.
LOANS AND BORROWINGS (CONTINUED)
Guarantees and pledges
In relation to the borrowings presented above, the Group entities have the following pledges on assets made in favour of the banks for loans and letters of guarantees bank facility as part of the agreements with the banks:
31 December 2022 | 31 December 2021 | |
Property, plant and equipment and investment property* | 8,338,559 | 6,891,436 |
Inventories | 129,196,880 | 85,848,799 |
Trade receivables | 164,503,375 | 146,212,328 |
Cash and cash equivalents | 18,274,491 | 36,254,161 |
Total | 320,313,305 | 275,206,724 |
*Property, plant and equipment and investment property is presented at net carrying value amount.
Reconciliation of movements of liabilities to cash flows arising from financing activities
Liabilities | |||||
Long-term borrowings | Short-term borrowings | Leases | |||
| |||||
Balance at 1 January 2021 | 6,863,198 | 162,958,828 | 101,673,369 | ||
Changes from financing cash flows | |||||
Repayment of borrowings | (2,461,455) | (162,958,828) | - | ||
Payment of lease liabilities | - | - | (41,033,985) | ||
Total changes from financing cash flows | (2,461,455) | (162,958,828) | (41,033,985) | ||
The effect of changes in foreign exchange rate | 110,923 | ||||
Liability-related | |||||
New leases | - | - | 11,745,577 | ||
Interest expense | 1,277,274 | 2,237,739 | 2,276,604 | ||
Interest paid | (1,277,274) | (2,237,739) | (2,276,604) | ||
Modifications to the leasing contract | - | - | (2,457,337) | ||
Balance at 31 December 2021 | 4,512,666* | - | 69,927,624 | ||
*Balance of long term borrowing as at 31 December 2021 is RON 2,051,211 non-current portion and RON 2,461,455 current portion.
LOANS AND BORROWINGS (CONTINUED)
(d) Reconciliation of movements of liabilities to cash flows arising from financing activities (continued)
Liabilities | |||||
Long-term borrowings | Short-term borrowings | Leases | |||
| |||||
Balance at 1 January 2022 | 4,512,666 | - | 69,927,624 | ||
Changes from financing cash flows | |||||
Repayment of borrowings | (2,453,463) | - | - | ||
Payment of lease liabilities | - | - | (42,421,034) | ||
Total changes from financing cash flows | (2,453,463) | - | (42,421,034) | ||
The effect of changes in foreign exchange rate | (8,282) | ||||
Liability-related | |||||
New leases | - | - | 16,137,690 | ||
Interest expense | 87,413 | 164,988 | 2,520,744 | ||
Interest paid | (87,413) | (164,988) | (2,520,744) | ||
Modifications to the leasing contract | - | - | 79,436,598 | ||
Balance at 31 December 2022 | 2,050,922* | - | 123,080,878 | ||
*Balance of long term borrowing as at 31 December 2022 is : RON 2,050,922 current portion.
LEASES
Leases as lessee
On assessing the application of IFRS 16 Leases, the Group considered the following criteria to determine whether the arrangements contain any leases:
a) The lessee has the right to obtain substantially all of the economic benefits from using the asset throughout the period of use; and
b) The lessee has the right to direct the use of the identified asset throughout the period of use.
The Group leases warehouse and office space. The leases typically run for a period of 5 to 10 years. Additionally, the Group leases transport vehicles. The leases typically run for a period of 5 years. Majority of these leases transfer the ownership of the underlying asset at the end of the lease term.
In case of leases without transfer of ownership of underlying asset at the end of the lease term, only part of these leases include renewal options, which may be applied if the Group announces the lessor with at more than 12 months in advance of the original lease term. The renewal and the extension of the term has to be agreed by both parties through signing an addendum to the contract. Considering that both the renewal and the additional lease term has to be approved also by the lessor, the Group did not consider any renewal option when determining the lease term.
The Group determined the incremental borrowing rate based on the interest rate applied by the financial institution to similar entities for loans with the same characteristics as the lease contracts (in terms of currency and term).
The Group does not include in the lease payments costs incurred in connection with the lease that are not part of the cost of the right-of-use asset (such as maintenance or insurance).
Information about leases for which the Group is a lessee is presented below.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment.
2021 | Land and buildings | Equipment (Transport vehicles) | Total |
Balance at 1 January | 65,681,080 | 37,105,367 | 102,786,447 |
Addition as business combination | 1,595,531 | 3,140,730 | 4,736,261 |
Depreciation charge for the year | (24,155,946) | (15,909,366) | (40,065,312) |
Additions to right-of-use assets | 2,984,093 | 8,761,484 | 11,745,577 |
Change of right-of-use assets | (3,327,853) | 870,516 | (2,457,337) |
Balance at 31 December | 42,776,905 | 33,968,731 | 76,745,636 |
27. LEASES (CONTINUED)
In 2022 the term several rent contracts classified as leasing under IFRS was extend (and/or rented surface change) with a new term period, this resulted in recognition of additional right of use assets as presented below:
2022 | Land and buildings | Equipment (Transport vehicles) | Total |
Balance at 1 January | 42,776,905 | 33,968,731 | 76,745,636 |
Depreciation charge for the year | (23,319,261) | (16,672,537) | (39,991,798) |
Additions to right-of-use assets | 79,345,360 | 16,137,691 | 95,483,051 |
Decrease | (44,073) | (1,726,869) | (1,770,942) |
Balance at 31 December | 98,758,932 | 31,707,016 | 130,465,948 |
Amounts recognised in profit or loss
Note | 31-Dec-22 | 31-Dec-21 | |
Interest on lease liabilities | 11 | 2,156,463 | 2,481,892 |
Expenses related to short term lease and low value lease | 10 | 2,159,809 | 5,370,614 |
Amounts recognised in statement of cash flows
31-Dec-22 | 31-Dec-21 | |
Total cash outflows for leases | (42,550,927) | (43,050,370) |
Total interest paid | (2,520,744) | (2,276,604) |
Leases as lessor
The Group leases out its investment property consisting of its owned properties. All leases are classified as operating leases from a lessor perspective, because they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets. The Group ensures via contractual clauses that property rights are retained by the lessor and lessees are required to returned the assets leased in the same condition as when taken under lease.
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date.
31-Dec | 31-Dec | |
2022 | 2021 | |
Less than one year | 1,148,010 | 477,214 |
One to two years | 900,889 | 452,756 |
Two to three years | 863,766 | 343,076 |
Three to four years | 803,890 | 247,452 |
Four to five years | 783,815 | 247,452 |
More than five years | 1,414,494 | 247,452 |
Total | 5,914,864 | 2,015,402 |
28. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
Accounting classifications and fair values
For the purchased or originated credit-impaired financial assets, loans to related parties and long term trade receivables from related parties, the net carrying amount of the financial assets represents an approximation of fair value. For the bank borrowings, the incremental costs are not material, interest is based on variable interest rates and carrying amount approximates fair value.
Financial risk management
The Group has exposure to the following risks arising from financial instruments:
credit risk;
liquidity risk; and
market risk.
(i) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers, long term trade receivables from related parties and loans granted to related parties.
The carrying amounts of financial assets represent the maximum credit exposure.
The Group's current credit risk grading framework comprises the following categories, under the IFRS 9 requirements:
Category | Description | Basis for recognising expected credit losses |
Performing | The counterparty has a low risk of default and does not have an overdue of more than 30 days past due. | Lifetime ECL (simplified model)- provision matrix |
Doubtful | Amount is >30 days past due or there has been a significant increase in credit risk since initial recognition | Lifetime ECL (simplified model)- provision matrix |
In default | Amount is > 90 days past due or there is evidence indicating the asset is credit-impaired | Lifetime ECL (simplified model)- provision matrix |
POCI | Purchased or originated credit impaired financial assets | Lifetime ECL |
Write off | There is evidence indicating that the debtor is in severe financial difficulty and the Group has no realistic prospect of recovery. | Amount is written off |
There are no significant movements between stages as of end of reporting dates.
28.FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(b) Financial risk management (continued)
(i) Credit risk (continued)
The tables below detail the credit quality of Group's financial assets, as well as the Group's maximum exposure to credit risk:
31 December 2021 | Note | 12-month or lifetime ECL | Gross carrying amount | Loss allowance | Net carrying amount |
Loans to related parties | 22 | Lifetime ECL (credit impaired) | 58,796,085 | - | 58,796,085 |
Trade receivables | 16 | Lifetime ECL (simplified model) | 208,762,974 | (11,017,120) | 197,745,855 |
267,559,059 | (11,017,120) | 256,541,940 |
31 December 2022 | Note | 12-month or lifetime ECL | Gross carrying amount | Loss allowance | Net carrying amount |
Loans to related parties | 22 | Lifetime ECL (credit impaired) | 52,033,574 | (14,808,372) | 37,225,202 |
Trade receivables | 16 | Lifetime ECL (simplified model) | 263,092,187 | (15,275,500) | 247,816,687 |
315,125,761 | (30,083,872) | 285,041,889 |
For loans to related parties and long-term trade receivables from related parties, which are classified as POCI financial assets, the Group has determined the loss allowance based on the expected cash inflow to be obtained from each debtor until the end of 2030, based on the projected future cash flows of the debtors. Note 22 includes further details on the loss allowance for these assets.
The loans contracts were concluded during 2007 - 2013, initially with a maturity of 12 months. Subsequently, the loans were prolonged annually for another 12 months. On 31 December 2020, the Group concluded an addendum with each debtor for restructuring of the loans - modifying the maturity to 31 December 2030 and changing the currency of the loans from RON to EUR.
28. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(b) Financial risk management (continued)
(ii) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on financial liabilities. The Group also monitors the level of expected cash inflows on trade receivables together with expected cash outflows on trade and other payables. In addition, the Group maintains credit facilities for financing of the operating expenses (please see Note 25).
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements.
Contractual cash flows | |||||||
Financial liabilities | Note | Carrying amount | Total | Less than 1 year | 1 - 2 years | 2 - 5 years | More than 5 years |
31-Dec-22 | |||||||
Bank borrowings | 26 | 2,050,922 | 2,050,922 | 2,050,922 | - | - | - |
Lease liabilities | 26 | 123,080,878 | 123,080,878 | 32,949,238 | 25,394,891 | 49,486,965 | 15,249,784 |
Trade payables | 24 | 193,939,412 | 193,939,412 | 193,879,745 | 59,667 | - | - |
Total | 319,071,212 | 319,071,212 | 228,879,905 | 25,454,558 | 49,486,965 | 15,249,784 | |
31-Dec-21 | |||||||
Bank borrowings | 26 | 4,512,666 | 4,512,666 | 2,461,455 | 2,051,211 | - | - |
Lease liabilities | 26 | 69,927,624 | 69,927,624 | 37,097,013 | 17,923,341 | 11,604,593 | 3,302,677 |
Trade payables | 24 | 197,722,808 | 197,722,808 | 196,033,972 | 1,660,038 | 28,798 | - |
Total | 272,163,098 | 272,163,098 | 235,592,440 | 21,634,590 | 11,633,391 | 3,302,677 | |
28.FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(b) Financial risk management (continued)
(ii) Liquidity risk (continued)
Liquidity risk ratios
Note | 31-Dec | 31-Dec | |
2022 | 2021 | ||
Current assets | 619,003,214 | 613,840,413 | |
Current liabilities | 278,585,417 | 285,612,566 | |
Current ratio | 2.22 | 2.15 | |
Cash and cash equivalents | 18 | 18,863,042 | 43,333,121 |
Trade receivables | 16 | 247,816,687 | 197,745,855 |
Current liabilities | 278,585,417 | 285,612,566 | |
Quick ratio | 0.96 | 0.84 |
(iii) Market risk
Market risk is the risk that changes in market prices, foreign exchange rates and interest rates - will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of the Group companies. The functional currency of all Group entities is the Romanian Leu (RON).
The currency in which these transactions are primarily denominated is the functional currency. Certain liabilities are denominated in foreign currency (EUR). The Group also has deposits and bank accounts denominated in foreign currency (EUR and USD). The Group's policy is to use the local currency in its transactions as far as practically possible. The Group does not use derivative or hedging instruments.
FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(b) Financial risk management (continued)
(iii) Market risk (continued)
Exposure to currency risk
The summary quantitative data about the Group's exposure to currency risk is as follows:
Sum in RON | Note | RON | EUR | USD | GBP | CHF | PLN | MDL | HUF | Total |
31-Dec-22 | ||||||||||
Cash and cash equivalents | 18 | 13,922,063 | 4,392,915 | 206,226 | 12,737 | - | 9,826 | 319,275 | - | 18,863,042 |
Short term deposits | 18 | 160,000,000 | - | - | - | - | - | - | - | 160,000,000 |
Trade receivables | 16 | 221,360,419 | 13,595,139 | - | - | - | - | 12,861,129 | - | 247,816,687 |
Loans to related parties | 22 | - | 37,225,202 | - | - | - | - | - | - | 37,225,202 |
Short-term bank borrowings | 26 | - | (2,050,922) | - | - | - | - | - | - | (2,050,922) |
Lease liability | 27 | (171,639) | (122,577,040) | - | - | - | - | (332,199) | - | (123,080,878) |
Trade payables | 24 | (118,757,301) | (64,967,320) | (1,439,091) | - | (22,630) | (287,991) | (6,537,805) | (1,927,273) | (193,939,412) |
Net statement of financial position exposure | 276,353,542 | (134,382,026) | (1,232,865) | 12,737 | (22,630) | (278,165) | 6,310,400 | (1,927,273) | 144,833,719 | |
31-Dec-21 | ||||||||||
Cash and cash equivalents | 18 | 20,919,633 | 16,125,920 | 4,745 | 10,217 | - | 960 | 6,271,646 | - | 43,333,121 |
Short term deposits | 18 | 195,000,000 | - | - | - | - | - | - | - | 195,000,000 |
Trade receivables | 16 | 177,952,642 | 8,429,714 | - | 9,468 | - | - | 11,354,031 | - | 197,745,855 |
Loans to related parties | 22 | - | 58,796,086 | - | - | - | - | - | - | 58,796,086 |
Long-term bank borrowings | 26 | - | (4,512,666) | - | - | - | - | - | - | (4,512,666) |
Lease liability | 27 | (89,645) | (69,367,231) | - | - | - | - | (470,748) | - | (69,927,624) |
Trade payables | 24 | (128,095,250) | (61,351,715) | (1,237,933) | - | (21,548) | (830,549) | (6,185,813) | - | (197,722,808) |
Net statement of financial position exposure | 265,687,380 | (51,879,892) | (1,233,188) | 19,685 | (21,548) | (829,589) | 10,969,116 | - | 222,711,964 |
28.FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(iii) Market risk (continued)
Currency risk (continued)
The following significant exchange rates have been applied:
Average rate | Year-end spot rate | |||
RON | 2022 | 2021 | 2022 | 2021 |
|
|
|
| |
EUR 1 | 4.9315 | 4.9204 | 4.9474 | 4.9481 |
USD 1 | 4.6885 | 4.1604 | 4.6346 | 4.3707 |
GBP 1 | 5.7867 | 5.7233 | 5.5878 | 5.8994 |
CHF 1 | 4.9096 | 4.5515 | 5.0289 | 4.7884 |
PLN 1 | 1.0528 | 1.078 | 1.0557 | 1.0768 |
HUF 1 | 1.2648 | 1.3733 | 1.2354 | 1.3391 |
MDL 1 | 0.248 | 0.2353 | 0.2428 | 0.2463 |
Sensitivity analysis
A reasonably possible strengthening (weakening) of RON against EUR, MDL, USD, GBP and CHF as at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and affected profit of loss before tax by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
Effect in RON | Profit or loss before tax | |
Strengthening | Weakening | |
31-Dec-22 | ||
EUR (3% movement) | 4,031,461 | (4,031,461) |
USD (6% movement) | 73,972 | (73,972) |
GBP (5% movement) | (637) | 637 |
CHF (8% movement) | 1,810 | (1,810) |
PLN (3% movement) | 8,345 | (8,345) |
HUF (7% movement) | 134,909 | (134,909) |
MDL (5% movement) | (315,520) | 315,520 |
31-Dec-21 | ||
EUR (3% movement) | 1,556,397 | (1,556,397) |
USD (5% movement) | 61,659 | (61,659) |
GBP (5% movement) | (984) | 984 |
CHF (7% movement) | 1,508 | (1,508) |
PLN (3% movement) | 24,888 | (24,888) |
MDL (5% movement) | (548,456) | 548,456 |
FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(iii) Market risk (continued)
Currency risk (continued)
Interest rate risk
The Group is exposed to interest rate risk mainly in relation to loans and borrowings bearing variable interest rate.
Exposure to interest rate risk
The interest rate profile of the Group's interest-bearing financial instruments is as follows:
In RON | 31-Dec | 31-Dec | |
Note | 2022 | 2021 | |
|
| ||
Fixed-rate instruments | |||
Financial liabilities (borrowings and leases) | 26 | (123,080,878) | (69,927,624) |
Variable-rate instruments | |||
Financial liabilities (borrowings) | 26 | (2,050,922) | (4,512,666) |
Fair value sensitivity analysis for fixed-rate instruments
The Group does not account for any fixed-rate financial assets or financial liabilities at FVTPL and the Group does not use derivatives. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss before tax by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
Effect in RON | Profit or loss before tax | |
100 bp increase | 100 pp decrease | |
| ||
31-Dec-22 | ||
Variable-rate instruments | (20,509) | 20,509 |
Cash flow sensitivity | (20,509) | 20,509 |
31-Dec-21 | ||
Variable-rate instruments | (45,127) | 45,127 |
Cash flow sensitivity | (45,127) | 45,127 |
28. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(iv) Non-financial risks
Cyber-security risk
In 2022, the Group was subject to an attempt to gain unauthorized access to the computer network and systems, which did not result in major operational disruptions and have not had a material adverse effect, however this kind of events may occur in the future.
The Group continuously improves cyber security capabilities and supervise the cyber security activity, ensuring the protection of the confidentiality, integrity and availability of data. Also, the Group continuously educates their employees and partners about cyber security risk and supports them to act in a responsible way.
Climate change risk
The Group constantly monitors the latest government legislation in relation to climate related matters, as well as the developments in the sector with respect to green energy.
The Consolidated Financial Statements take into account the main climate-related developments and risks associated with the transformation, which also include the climate targets for 2026 agreed at IPO - 10% reduction in carbon footprint
The main measure taken by the Group to reduce the impact on the environment:
Photovoltaic plants: investments of RON 1,090,000 in the expansion of photovoltaic plants inaugurated in the spring of 2022 and
in a new unit aimed at the Aquila Part Prod Com SA headquarters, both with a total capacity of 262 kW.
Other measures to reduce the impact on the environment in 2023: new cars with lower polluting emissions (LPG, hybrid, gasoline) - 48 units and vans euro 6 - 12 units. The Group considers within its investments plans for the next 3 years the installation of photovoltaic panels and at the Aquila administrative headquarters.
Given the complexity of climate modelling, the investment scenarios are reviewed periodically to reflect new information, with developments in the periods between updates being reflected in updated internal long-term price outlooks.
In this context, estimates and management judgements relate in particular to assumptions regarding future legal regulations and developments in the market green energy utilisation.
RELATED PARTIES
Main shareholders
As at 31 December 2022 and 31 December 2021 the shareholders of AQUILA PART PROD SA are Mr. Vasile Constantin Catalin and Mr. Dociu Alin Adrian with 33.3% each. The balances with shareholders are related to dividends payable, as follows:
31-Dec-22 | 31-Dec-21 | |
Shareholders | 1,276 | - |
Minority shareholders | 8,042 | 8,042 |
Total | 9,318 | 8,042 |
Management remuneration
2022 | 2021 | |
Executive management compensation | 13,436,779 | 9,172,447 |
RELATED PARTIES (CONTINUED)
(c) Balances with related parties
Parties are considered to be related if one party has the ability to control the other party of to exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of relationship, not merely the legal form.
The table below presents the nature of the related parties relationship and transactions for those related parties with whom the Group entered into significant transactions or had significant balances outstanding:
Related Party | Relationship | Nature of transactions |
Aquila Construct | Common shareholder | Rent, receiving of services |
Best Coffee Solutions | Common shareholder | Loan granting, sales of goods |
Best Distibution | Common shareholder | Purchases or sales of goods |
Aquila Agricola | Common shareholder | Loan granting, rendering of services |
Novadex | Common shareholder | Loan granting, rent |
Nordexim | Common shareholder | Loan granting, purchases or sales of goods |
Aquila Asig | Common shareholder | Rendering of services |
Total Green Energy | Common shareholder | No transactions in current period |
Potential Construct | Common shareholder | No transactions in current period |
Aquila Trade Solution | Common shareholder | No transactions in current period |
Aquila Ag | Common shareholder | Rent |
Epernon Limited | Common shareholder | No transactions in current period |
Aquila Property Management | Common shareholder | No transactions in current period |
Lorac Impex SRL | Member of key management personnel | Consulting Services, sales of goods |
Sobain Management SRL | Member of key management personnel | Consulting Services, sales of goods |
For loans granted to related parties and long-term receivables please refer to Note 22.
Balances: trade payables | 31-Dec-22 | 31-Dec-21 |
Aquila Construct | 4,733 | - |
Best Distribution | 238,880 | - |
Aquila Asig | - | 127,757 |
Lorac Impex | 9,217 | - |
Sobain Management | 1,119,000 | 669,270 |
Novadex | 57,994 | 262,736 |
Total | 1,429,824 | 1,059,763 |
Other payables for dividends to be paid by the subsidiary Trigor AVD SRL to the founding shareholders in amount of RON 5,999,456 (31 December 2021: RON 12,846,392).
RELATED PARTIES (CONTINUED)
(c) Balances with related parties (continued)
Balances: trade receivables | 31-Dec-22 | 31-Dec-21 |
Aquila Construct | 174,116 | 884,970 |
Best Coffee Solutions | 521,571 | 338,404 |
Aquila Agricola | 18,896 | 23,326 |
Aquila Asig | 3,377 | 1,255 |
Novadex | - | 3,306 |
Nordexim* | 10,052,007 | 4,590,869 |
Lorac Impex | 11,963 | - |
Aquila Ag | 11,730 | - |
Total | 10,793,659 | 5,842,129 |
*Impairment recognized during the year for the Nordexim SRL is RON 4,016,174, while net value of the receivable balance is RON 6,035,833.
(d) Transactions with related parties
Purchases (without VAT) | 31-Dec-22 | 31-Dec-21 |
Aquila Construct | 3,977 | - |
Best Coffee Solutions | 59,735 | 590,736 |
Best Distribution | 826,066 | - |
Nordexim | 2,048,312 | 803,190 |
Lorac Impex | 4,917,155 | - |
Sobain Management | 3,192,133 | 1,168,380 |
Novadex | 147,288 | 355,260 |
Total | 11,194,666 | 2,917,566 |
Sales (without VAT) | 31-Dec-22 | 31-Dec-21 |
Aquila Construct | 1,677,840 | 1,457,321 |
Best Coffee Solutions | 599,238 | 363,820 |
Best Distribution | 437,890 | - |
Aquila Agricola | 36,955 | 32,789 |
Aquila Asig | 10,383 | 7,618 |
Nordexim | 12,361,808 | 11,381,546 |
Lorac Impex | 14,761 | - |
Aquila Ag | 3,600 | - |
Novadex | - | 2,778 |
Total | 15,142,474 | 13,245,872 |
(e) | Loans to related parties |
The Group has significant loans granted to related parties. Related balances, finance income and losses are disclosed in Note 22.
MERGERS AND ACQUISITIONS WITH ENTITIES UNDER COMMON CONTROL
Acquisition of Trigor AVD SRL by Aquila Part Prod Com SA
As of 19th May 2021 Aquila Part Prod Com SA acquired 100% of shares in Trigor AVD SRL.
The primary reason of the acquisition of TRIGOR AVD SRL by AQUILA PART PROD COM SA (Aquila) was the expansion of the Group in Republic of Moldova and increase of overall operations' profitability as both companies had similar business interests in terms of product and customer portfolios as well as delivering the same types of revenues.
Consideration transferred
The consideration transferred consists of cash of RON 22,400,000.
Identifiable assets acquired and liabilities assumed
The following table summarises the estimated amounts of assets acquired, and liabilities assumed at the date of acquisition.
RON | |
Property, plant and equipment | 6,148,624 |
Intangible assets | 22,649 |
Deferred tax asset | 146,726 |
Inventories | 7,708,416 |
Trade receivables | 7,634,039 |
Other receivables | 844,688 |
Cash and cash equivalents | 2,916,455 |
Lease liabilities | (4,688,307) |
Trade payables | (3,505,107) |
Employee benefits | (839,137) |
Provisions | (180,982) |
Other payables | (14,394,762) |
Total identifiable net assets acquired | 1,813,302 |
Change in Aquila Group retained earnings due to acquisition of entity under common control
Under IFRS framework, the transfer of assets and liabilities from Trigor AVD S.R.L. to Aquila Part Prod S.A. was treated as a transaction under common control using the pooling of interest method, with the assets and liabilities of transferred company being recognized at their carrying values at the transaction date. No goodwill was recognized at transfer date and the difference between the consideration transferred and carrying value of the net assets and net liabilities transferred of the subsidiary was recognized as a change in retained earnings.
Change in retained earnings arising from the acquisition has been recognised as follows - reduction in retained earnings as a result of acquisition of entity under common control. Transaction price was set as market value based on external valuer report.
Note | RON | |
Consideration transferred | a | 22,400,000 |
Carrying value of net assets acquired | b | (1,813,302) |
Reduction of group retained earnings From acquisition of entity under common control | 20,586,698 |
CONTINGENCIES
Fiscal environment
Tax audits are frequent in Romania, consisting of detailed verifications of the accounting records of tax payers. Such audits sometimes take place after months, even years, from the date liabilities are established. Consequently, companies may be found liable for significant taxes and fines. Moreover, tax legislation is subject to frequent changes and the authorities demonstrate inconsistency in interpretation of the law.
Income tax returns may be subject to revision and corrections by tax authorities, generally for a five year period after they are completed. Romanian tax authorities carried out controls on the Group entities related to income tax by the end of 2015 for AQUILA PART PROD COM SA, end of 2010 for SECA DISTRIBUTION SRL and by the end of 2020 for PRINTEX SA.
The management of the Group believes that all the tax obligations included in the Group's consolidated financial statements are adequate. Currently, the company is under fiscal audit of the authorities, as regular periodic audit.
Transfer pricing
In accordance with relevant tax law in Romania, the tax treatment of a transaction carried out with related parties is based on the concept of the market price of that transaction. Based on this concept, transfer prices should be adjusted to reflect market prices that would be established between parties which are not affiliates or related parties and which act independently on the basis of "arm's length" principle.
Transfer pricing audits are likely to be performed in the future by the tax authorities to determine whether these prices follow the "arm's length" principle and that the taxpayer's taxable base is not distorted. The management of the Group is not able to quantify the result of such audits and believes that the Group's transactions with related parties are conducted at arm's length.
COMMITMENTS
Guarantees and pledges
As at 31 December 2022 the Group entities have bank letters of guarantee issued in favour of third parties with a total amount of EUR 21,866,079 (31 December 2021: EUR 21,117,758). The letters of guarantee issued in favour of the subsidiary TRIGOR AVD SRL is EUR 600,000 and in favour of Nordexim is EUR 120,000.
As at 31 December 2022 the Group entities have bank letters of guarantee received with a total amount of RON 1,200,000.
As at 31 December 2022 the Group has no significant contractual commitments.
SEGMENT REPORTING
The Group has analysed the segments of operations such as distribution of goods, transportation and logistics services and determined the segments based on management organization by types of revenues obtained. The Group has determined as reportable segments distribution of goods, logistic services and external transport services considering the nature of similarities of the activities. Distribution of goods refers to sales of consumer goods products (FMCG).
Goods and services revenues are mostly related to internal market sales in Romania, as presented in Note 8.
SEGMENT REPORTING (CONTINUED)
Income statement for the year ended 31 December 2022:
Distribution | Logistics | Transport | Unallocated | Total | |
Revenues | 2,063,204,737 | 78,868,663 | 68,252,073 | - | 2,210,325,473 |
Other income | 5,986,849 | 1,264,859 | 1,082,699 | - | 8,334,406 |
Cost of goods sold | (1,622,687,460) | (1,094,276) | (191,528) | - | (1,623,973,263) |
Cost of fuel related to transport services | (39,884,336) | (13,813,508) | (23,274,433) | - | (76,972,277) |
Salaries and other employee benefits | (180,338,702) | (25,103,118) | (19,795,561) | - | (225,237,381) |
Repairs, maintenance and materials cost | (15,203,042) | (2,699,861) | (6,157,527) | - | (24.060.430) |
Depreciation and amortisation | (27,996,663) | (16,986,393) | (5,115,601) | - | (50,098,657) |
Impairment of property, plant and equipment | - | - | - | - | - |
Impairment loss on trade and other receivables, net | (19,782,564) | - | - | - | (19,782,564) |
Change in provisions, net | - | - | - | - | - |
Other operating expenses | (75,941,072) | (11,707,625) | (14,056,953) | - | (101,705,650) |
Operating profit/ (loss) | 87,357,747 | 8,728,741 | 743,169 | - | 96,829,657 |
Finance income | 7,570,113 | 7,570,113 | |||
Finance income - other | - | - | |||
Finance costs | (3,836,199) | (3,836,199) | |||
Other gains and losses | - | - | |||
Net finance (cost)/income | 3,733,914 | 3,733,914 | |||
Profit before tax | 3,733,914 | 100,563,571 | |||
Income tax expense | (15,331,547) | (15,331,547) | |||
Profit for the year | (11,597,633) | 85,232,024 |
During 2022, the Group had no distribution clients that exceeded 10% of goods sales, while in 2021 the Group had only one such client with 10.3% (RON 185 million).
SEGMENT REPORTING (CONTINUED)
Income statement for the year ended 31 December 2021:
Distribution | Logistics | Transport | Unallocated | Total | |
Revenues | 1,796,385,731 | 73,900,083 | 59,428,028 | - | 1,929,713,842 |
Other income | 2,055,735 | 790,746 | 2,134,684 | - | 4,981,165 |
Cost of goods sold | (1,442,018,977) | (1,023,840) | (151,704) | - | (1,443,194,521) |
Cost of fuel related to transport services | (29,042,651) | (9,989,248) | (18,967,683) | - | (57,999,582) |
Salaries and other employee benefits | (148,414,891) | (28,735,114) | (18,697,567) | - | (195,847,572) |
Repairs, maintenance and materials cost | (12,721,585) | (3,019,994) | (4,943,109) | - | (20,684,688) |
Depreciation and amortisation | (29,019,637) | (15,881,614) | (5,562,017) | - | (50,463,268) |
Impairment of property, plant and equipment | - | - | - | - | - |
Impairment loss on trade and other receivables, net | 2,690,604 | - | (1,207) | - | 2,689,397 |
Change in provisions, net | (2,050) | - | - | - | (2,050) |
Other operating expenses | (60,268,365) | (9,147,412) | (13,379,270) | - | (82,795,047) |
Operating profit/ (loss) | 79,643,914 | 6,893,607 | (139,846) | - | 86,397,676 |
Finance income | 1,364,802 | 1,364,802 | |||
Finance income - other | 53,561 | 53,561 | |||
Finance costs | (8,278,967) | (8,278,967) | |||
Other gains and losses | - | - | |||
Net finance (cost)/income | (6,860,604) | (6,860,604) | |||
Profit before tax | (6,860,604) | 79,537,072 | |||
Income tax expense | (8,771,318) | (8,771,318) | |||
Profit for the year | (15,631,922) | 70,765,754 |
The Group does not allocate assets and liabilities per segments, as the management doesn't use such information for decision making process.
During 2022, the Group had no distribution clients that exceeded 10% of goods sales, while in 2021 the Group had only one such client with 10.3% (RON 185 million).
SUBSEQUENT EVENTS
At present, we are monitoring very closely the current situation and developments of economic conditions and regularly conduct a risk assessment on this basis.
The war in the Ukraine is still creates increased geopolitical risks and further challenges for global supply chains are to be expected which will impact the global economy. We anticipate that the global challenging conditions will persist for the following months, however, at this stage, Management doesn't expect that future possible economic evolution will have a significant negative impact on the Group operations and on the recoverable value of the Group long term assets. No other significant subsequent events occurred until date of the financial statements which require disclosures.
Signed and approved at 28 March 2023:
Chief Executive Officer | Chief Financial Officer | |
Vasile Constantin Catalin | Bascau Sorin |