FOTEX HOLDING
Société Européenne
Annual Accounts
for the year ended
as at December 31
st
, 2024
(with the report of the réviseur d’entreprises
agréé thereon)
Address of the registered office: 28, avenue Pasteur
L-2310 Luxembourg
R.C.S. Luxembourg : B-146938
2
TABLE OF CONTENTS
Page
Management report 3-10
Management Responsibility Statement 11
Statutory auditor report 12-16
Balance sheet 17-21
Profit and loss account 22-23
Notes to the annual accounts 24-42
|O_IFX
HOLDING,
§ociété
Europóenne
í office:
28,
avenue
Pasteur,
li3rO
Luxembourg
Report
of
the
Board
of
Directors
Dear
Sirs,
The
Board
of
Directors
is
Pleased
to
present
the
Annual
Accounts
for
the
financial
year
ended
on
3íst
December
2024.
DeCember2024.
llllgllvlql
,'ql
.llu.'u
The
company's
financialstatements
show
a loss
of
EUR
-360,523,68.
At
thís
time,
there is
no
information
concerning
items
líkely
to
affect
the
company,s
financial
position.
Relevant
events
of
the
vear
2024
As
a result
of various
or|goíng
courts
cases
in
Hungary.
regarding
Fotex,s
FTC
rights,
the
Company
received
comPensation
oÍ EUR
8E9,083
wtrich
has
been
tre"ated
9i
".oüery
áno
á_ajurt*nt
to
üre
impaired
amount
of
the
Íntangible
asset.
the
net
book
value
ottná}rc
rigntsis
üí
a1 Éuriö,oo
as
at Decembe
,
glst,2024
and
the
management
is
|rot
expecting
;i
friuö
.conomic
benelits.
As
Írom
JulY
1s1
2024,
_§zekhely
2007
Kft,
merged
into
Fotexnet
Kft.
The
Company
became
a
direct
shareholder
of Fotexnet
kít,
on
JulY
10th,2a24
the
bomPanY
99tin9
as
sote
shareholder
of Fotex
Netherlands
BV,
resolved
to cancel
24,Í30,000
shares
in
tnd
cailtatit
roti,
rlein.,ranos
gv
ila
to
Áirá1,
áij,rtue
the
oubtanding
interest_
bearing
loans
payable
bt
the
Company.
RC§
Luxembourg
8.146938
The
a
The
company
did
not
undertake
any
Research
&
Development
projects.
reporting
date,
the
Compapy
ndnö
1oirectly-ana
inoiótlyiqösl,u.
Jiii,
oűilnr"r,
ln
earlY
octobe
r,
AranY
Juhar
ldösotthon
Kfi.
was
s!ru9!9!
t191n
the registry
and
rcspectively
the
net
book
value
of
the
investment
vt|as
written
oíf
for
an
.rount
or
run
+oo,oóó.oó]'--'
|!e
c.omnlY_will
carry
on
its
activities
and
development
as ít
did
during
the last
former years
_
no
amendment
is foreseen
by
the
Board
of
Directors
oí
the
companv
toitr,t.
tuü.
Research
& Developmertt
projects
During
the
Year
2024,'n']_9:llllt
!.:...q1,1qg.
154,770units
of its
own
ordinary
shares
with
a
nominal
Ifl:.n,;:5i§ ,tlr"x":i:TJmr,::*ly^l"r,tl :t"tl:,{r$ÓiiJJÖ,t]
.r
the
company).
As
at the
,
]!|91,969
Pieces
of
ordinary
shares
with
a nominal
value
of EUR
0.42
per
each;
-
325,000
Pie0es
oídividend preference
shares
witn
a nómináivarue
ot EÜn
o.+iier
eacn.
lndirectly
owned
share§:
-
19f11l899 iieces
of
ordinary
shares
with
a nominal
value
of EUR
0,42
per
each;
-
ll5,00a
Pieqes
of dividend preference
shares
with
a nomínal
value
of EUR
o,+i
ier
eacn.
Durtlq
th9
financial_Year,
the
Company
continued
and
operated
a
share
buyback
program
which
was
canied
out.as
Part
of
$e
ComPany
depúying
capital
into
investments
it
considers
to be
in the
best interest
of
Fotex,
Jhe
qPgram
also
Provid-ed
additídd
fiquidity
to
facilitate,
in
n.
oárt interest
of
all
shareholders,
the smooth
trading
of
the
shares.
As
a result
of
the
deci$ion
of
the annual general
meeting
of
the
shareholderc
of
üre
company
held
on 5rr,
\ÍiaY,2a21,
the
Board
of Directors
navjOeen
gnan!9úth"
po*,
toiónunue
wiür
the
share
buyback
Program
for
a
further
fiÜe
Years
uP
to
a
maximuniof
r7
million
sná,.J.iá
prir.
set between
the
nominal
value
and
the
market
uálué
on
the transaction
aáü
on
the
condition
that
such
transactions
should
not cause
the
net
assets
to fall
belpw
the
share
capital
and
non-distributable
resórváJcómbined,
on
January
3í,t
2025,
ttle
Company
has
ceased
its
share
buyback
program.
{9.9t
p,ece@er3lst,
P024,
the.companyfras
an
issued
and
subscribed
capitalof
EUR
30,543,933,00
divided
into
70,723,650
P{!lp
rFresanó
2,000,000
oivloeno
prefeiánró,r.rrr.r,
i.e.
a total
o,í72,723,650
shares
with
a
parvalue
of
EUR
0.42.
Directly
owned
shares
as
at 31st
December,
2024:
tights
as
ordinary
shares
in
the
event
of liquidation
or
The
dividend preference
shares
carry
the
same
dissolution
of
the
Company.
Dividend
Preference
shdres
9ory9.1vith
a
right
to
an
annual
dividend
decided
by
the
General
Assembly,
but
are
without
right
to
vote.
Thi§
dívidend
máy
not
exceed
50%
ot
tr,e
áveiáóe
annuaí
price
of
the ordinary
:|.:li!:tj1| !Plb..
|ass
than
twice
the
ámount
produced
oy applying
Ú;
í2_monttr
interest
nate
oí fte
EuroPean
Lbntrd
Bank
Prevailing.
at
1
January
o|
íhe
year
in-wtiiÖtr
tró
oivloeno
is
paio
Ón-ns
nominal
value
of
shares
(i.e.
0,42,x
intereit
rate
x
2).
Tús
d|vidend
m.i
órii u.
úü
ir
trrá
coniúny;s
cÁöiióateo
Íinancial
statements
for
the
relevant
y.ear.prepared
undei
rÉn's
ir,á*
p[iÉ
wnm,
,ufueú
m óorprün..
wíth
legal
provisions,
allQw
for
the
OistitbutiÖn
Órsuch
dividend.
Financial
overview
The
table
below
summarÍzes
the
Company's
key
financial
indicators,
whích
are
monitored
by the
Company,s
manaqsm6nt;
,ll
l§l
31j22024
31.12.2023
EUR
EUR
Net
turnover
1.127
,374.61
1,172]94.28
Prolti(lqss)
for
the
finanóial
vear
(360,523.68)
(3,439,290,15)
Own
equity
240,386,933.81
246,927,457.49
Total
assets
246,795,450.4B
270,924,732.80
Totat
numbei
ot issueo
r
1ares
72,7Z3,650
72,723,650
Retum
on
equity
1r)
(0,15%)
1139)%
Return
on
assets
-1ái--
--
(0.15%)
{27)o/o
i]1,.",",,,
wl,
9Yul(r.
rlVllUtlU§ö,/
lUl
líl9
-(2)
Return
on
a§set§:
Proíit
/(ioss)for
the
eqU[y
I
a§sets
yeaí/Total
4
,'§"'"'**l"':*]::::,.1r:lyt99noition
or results
can
be
affected
by
risks
and uncertainties,
although
€l
n:f*Tjlt,"::L.,:t,:j."..Tl,::1._1,_á
it*jáiüá".óilil#ít#;,;
i;ffit.;i','ffbffiIH;
P,r9dominantlY
oPerates
as
a holding
company,
Ttrá
managemeni
neverthele;,
H
i;;'ri,ill'fi.ö;ffiö
affect
their
bu§ínesi,
í,iűŰÉ
;;;
Örii;;ffi;jffi;
o
credit
risk;
r
lnterest
dsk;
l
Liquidity
risk.
Management
moniton
fhese
risks
and
applies
the
following
risk
management procedures:
credít
risk
The
ComPanY
aims
to
mitigate
credit
risk
by its
careíuland
continuous
debtor
portfolio
monitoring
procgss.
ln
addition,
the
Company
regularly
follows
Úp information
about
the
main
debtors
in
the
market.
/níeresí
nsk
ln
order
to mitigate
the Ínterest
risk
the
Company
(and
its subsidiaries)
applies
the following procedures:
-
tries
to
obtain íixed
rate
loans
-
in
case
of variable
Ínterest
rate
loans,
the
Company
tries
to
balance
íts interest
income
and
ínterest
expense
by
granting
loans
with
appropriate
interesi
rate,
Liquidity
isk
Liquidity
risk
is
monitored
as follows;
-
monitoring
daily
available
deposited
and
free
cash
-
monitoring
weekly
cash
flows
ff.rf*
of
the
management
information
system,
the
operations
of
the
Company
are
monitored
on
a monthly
The
ComPanY
as
a standalone
holding
company
did
not
use
hedge
accounting
in
the course
of
the íinancial
year
as its
revenue
(name
wearing
and
management
fees)
has
böen
invóüil
in
pun.un
n.y.'
The
ComPanY's
intemal
control
and isk
management
systems
in
relation
to
the financiat
repofting
process
The
Board
of
Directorc
has
overall
resp_onsibility
for
ensuring
that
the
Company
and its
aífiliates
maíntain
a
sound
sYstem
of internal
controls,
including
íinancial,
operatónal
,no
.Órpri.*e
controls.
Such
a system
is
an
integral
Part
of
the
corPorate goveman-ce
strategy
bt tne
company.
rliieinar
control
procedures
help
to
ensure
the
ProPer
management
of
risks
and
providá
reasonable
ássurance
that
the
busd.,Óje;Úves
ot
[:.i:r*":::
o.
achieved.
The
internál
conüol
procedures
are
deíined
and
implemented
by
the
Companytoensure:
rlvvvvvlvg
glv
vvl'll'u
qllu
llllPl'Illclll§u
uY
-
the
comPliance
of
actions
and
decisions
with
applicable
laws,
regulations,
standard§,
intemal
rules
and
contracts;
the
effectiveness
of
operations
and
the
optimal
use
oí
the
company's
resources;
the
conect
of the
Company's
internal
proce§ses,
notably
those
to
ensure the
safeguarding
assets;
]h9
ComPanY
relies
ori
a comprehensive
system
of íinancial
reportíng.
§trategic
plans,
buslness
plans,
!uog?§
and
the
interím
and full,year
consoliilated
3c9ou$
ot
nd
oroui
áü oüwn'up
airo
uóujnt
[o
tne
Board.
fur
aPProval.
ThP
Board
also
approve§
all
significant
iilesfiób,
The
Board
rcceives-
monthly
Íinancial
relorF
setting
out
the
Company'Ö
financial
peÍormáncJin
.orpárison
to
nó
áppóvóo
Órog.t.nd
prior
year
íigures,
A
clear.segregation
of
drilies
and
assignment
of
bank
mandates
betuleen
members
of management
and
üre
accounting
departments
is implemenbd.
lt is
ProPosed
to the
Annual
G.epral
Meeting
that
the
Company
does
not
pay
any
dividend
on
the
ordinary
shares
for,the
Year2024
and
it
is
proposei
to
pay
dívidóndó
on
the oiilid'end'preference
shares
in
the
amount
of
EUR
0.22lshare.
§iqnificant
Events
after
the
end
of thE
reportinq
period
There
have
been
no
significant
events
after
the
reporting
date,
-
the
integritY
and
reliability
of
Íinanciaí
and
operational
information,
both for
intemal
and external
use;
,
that
management's
instructions
and
directions
are
properly
applied;
and
-
that
matedal
rlsks
are
properly
identifed,
as§e§sed,
mitigated
and reprted.
Like
all
control
sYstem$,
intemal
co.n!q|.s
cannot
provide
an
absolute
guarantee
that
risks
of
misstatement,
losses
or human
enor
have
been
totally
mitigadd
or eliminated.
Thjcontrol
environment
is
an essential
:]:l':l^.J
t|'l9:rtlry'
intemal
control
fáework,
as it
set§
the tone
br
the
oryanization.
This
is
the
rcunoaüOn
0t
me
other
pomponents
of
intemal
contml,
providing
discipline
and
structuie.
Regarding
the
internal
controls
in
the
area
oí
accounting
and
financial
reporting,
the
íollowing
should
be
noted:
'
|l
t!::.]text
of the
ongoing
organizational
realignment
ímplemented
sínce
the
Gompany
moved
|§
noadquarters.to.
Luxembourg,
a
greater
integration
of ihe
financial
operations
ái
inó
párent
company
and
{ffiliates
under
a
singte-management
structure
was
established.
-
Controls
have
been
established
in
the
processing
of
accounting
transactions
to
ensure
appropriate
::!9*:1.§_for
tnansactions,
etrective
segregation
of duties,
anrt
the
complete
and
accurab
íecording
of
íinancial
information.
The
Company
is
to adopt
best
practice
corporate governance
standards,
including
complying
with
the
Ten
Corporate
The
Board
.:lC.qTiP_9oveT?Te
of
the
Luxemúourg
Stock
rxcnánd
á.á r.lá."Ora*,i-ÚÖ
i
charter
which
is
available
on
the
Company's
website
(https
//wtvw.fotex.
l u/in|estors/corponategovemance),
Signiíicant
direct
and indirect
sharehotders
Gábor
Vászegi,
Chair/nan
of the
Board
of
the Company,
directly
or
indirectly
controls
a
part
of the
voting
:n.ryq {
Blackburn
ln|ernational
Luxembourg
S,a
rl.
1"biacrouír
ruxemuóu'rs),
, r_uxeómurg
Óonnpany.
As
at
31't
December
2024,
Blackbum
Luxemb'ourg
controlled
50.35%
1st.i
oeÖemue
r
2023:so.ás.u.1
Öt tne
Company's
voting
sharés.
l'_,9::pil]:l9l*9d
by
a
board
of
directons
(the
"Board")
composed
of a minimum
of íive
(5)
and
a
maxlmum
0l
eleven
(11)
members (the
"Directors,
each
a
"Dkecto/).
'
T'",:]:Tl.j:^:T!],lj.:nT!.^q.by
the
general.meeting
of lhe_shareholdes
of
the
company
for
a
maximum period
which
*li:.lo:,tÍ.nn*ióón*1meeling
of the
companíii'Ür,l p]'i*Öiiii'iil.',tiro
Year
following
their
aPPPintments,
They
shalliemain
in
ofiicó
until
their
jucc.ssors
are
elected,
They
may
be
re-elected
and
they
fiay
be
dismissód
at
any
time
oy
ttre
geneiá
m..tins,
*ith
or without
cause.
ln
the
event
that
one
o_r
Peveral
positions
of the
Board
become
vacant
due
to death,
resignation
or
any oher
cause,
the remaining
Diiectors
shall
elect
a replacement
in
accordance
wtrr
tne
ápprlrá6r.
r.gár
póűún.,
in
which
case
this
aPPointment
shall
be ratiiied
at
the next
general
máeting
ii
itre
strareíoto'árs
ót
tne
Company.
The
Board
has
been authorized
by the
shareholders
to
manage
the
day{o-day
operations
of the
Company,
as well
as
to
make
administraüve
decisions
at
the
Company,
Át
rigtrts
Únicn
náve
not
been
confened
io the
shareholders
by
the articles..oÍassociaÜons
or
by
the laws
iemain-the
cómpetence
of the Board,
The Board
may
decide
paying
interim
dividends
as
prescribód
by
law.
All long-term
PaY
schemes,
plans,.or.incentive
prognams
relating
to
the
employees
of
the
Company
and its
subsidiaries,
which
the Board
would
like
to impiemint
have
to Üe
nÁt
nióuil,,í
neror.
áno
ápp,iuói
oy
me
shareholders
and
the
general
meeting
oí
the
shareholders.
The
remuneration
of the
members
oí the
Board
shall
be fixed
by the
general
meeting
oí shareholders,
The
Board
shalleíect
a
chairman
from
among
its
members.
According
to
the
articles
of
associalion, person§
with
rro
legal
or financial
link
to
the Company
other
than
their mandate
as Director
are
considered
as
"tndependent
pgrsons''.
lndependent
Persons
do not
include persons
who:
a)
are
emPloYed
bY
the
Company
or its
subsidiaries
at
the
time
of
their
appointment
as a
member
of the
Board
of
Directors,
b)
carry
out
Paid
work
for
the beneíit
of
the
Company
or
have
technical,
legal
or
íinancial
responsibility
towards
the
Company,
7
c)
?l9,
siarehobers
of
the.
Company
and
hold,
directly
or indirectly,
at least
",
9_0]1,,o|tl.
{oting
rights
or
maintain
tbmiíy
ms
win
su.n
.
pJrrÓ'n,
-
d)
receive
Íinancial
beneÍits
in
association
with the
activities
oi
resutts
of
the Company,
e) have
a
legal
relationship
with
a non-independent
member
of the'
cómpany
in
another
comPanY,
in
which
the
non-independeni
member
h.s
po*ers
of
management
or
control.
As
at
3íst
December
2024,
fte
Board
is
composed
as follows:
Name:
position;
l
Mr.
Gábor
VÁRSZEG|
Chairman
of
the Board
o
Mr,
DáVid
VÁRSZEG|,
Member
oí the
Board
o
Mr,
Wiggert
KARREMAN,
Memberoíthe
Board
r
Mr.
Martijn
J.G.
W|NDELS
Memberoíthe
Board
r
Mr,
Gábor
MOCSKONYI
Member
oíthe Board
.
Mr,
Alan
J. GR|FF|THS
Memberof
the Board
The
Annual
General
Meeting
oÍ
the
Company
held
on
18rh
Apn],2a24
elected
the
members
of
the
Board
of
Directors
with
a
mandate
exPiring
at
the
Annual
General
lveÖting
ot
snáreÜÚers
of
the company
caúo
to
approve
the
Company's
Íinancial
statements
as
at
31sr
oecembei
2o24
Each
member
of the
Board
of
.Directors
is
a_
high-qualiíied,
honest
and acclaimed
specialist.
The
Company
publishes
the
information
about
the
career
of
thó
Board
oí
Directons,
members
on its
website,
The
Board
of Directors
shall
be
vested
with
the
most
extensive
powers
to manage
the
affairs
oí ihe
c.9mq9nY
and
to
carry
out
all
measures
and
administrative
áói,
áriiró
*ittin
tt.
Űp"ottne
córporate
objectives.
AnY
Powers
not
expressly
reserved
íor.the
Generar
[,reeting
oy
ihe
Articles
Öf Association
or
oy
the
laws
shall
fall
within
the
remit
of
the
Board
of
Directors,
A
subsequent
General
Meeting
representing
at least
50%
oí
the
ordinary
shares
may
establish
the
límib
and
condjtiom
aPPlicable
to,
the
authorized
Óapital,
within
the
conditions
Éio aown
oy
íne táw,
ú
úii....,
the
Board
of
Directors
is
authorized
and
mandáted
to:
'
carry
out
a caPital
increase,
in
one
or
sevenal
stages,
by
issuing
new
shares
to
be
paid
up
either in
cash,
via
contributions
in
kind,
the
transformatioriof
de'bt
or,
sÜqect
to
the approvál
oí
tÜe
Ánnual
General
Meeting,
via
the integration
oí
proíits
or
reserves
intó
tne
capital;
-
set
the
Place
and
date
of
the issue
or
of
successive
i§sue§,
the issue
price,
and
the
conditions
and
procedures
íor
subscríbing
and
paying
up
the new
shares;
-
abolish
or reskict
the
preferential
subscription
rights
oí
shareholdens
with regard
to new
shares
to
be
issued
as
part
oí
the
authorized
share
capilaí.-
This
authorization
is
valid
for
a.period
of
five
yean
from
the
publication
date
of
the
authorization
deed
and
maY
be
renewed
bY a
General
Meeting
of
sharehotders
tor
any
st aiei
oitt e
aufiorized
capitár
ÚtriÓÁ
trave
not
been
issued
by
the Board
of
Directórs
in
the
meantime.
Following
each
caPital increase
carried
out
and
duly
recorded
according
to
the
legal
formalities,
the íirst
ParagraPh
oÍ
the
Articles
of Association
shall
be
amónded
in
such
,
*rf
.i to reílect
the
increase
caried
8
:lLU'
amendment
§hall
be
rccorded
in
the
notarial
deed
by
the Board
of Directons
or any
other
authodzed
pe§On.
Audit
commiftee
1::sogrF::*.b]|:tt1l_:r,qi!
gomlnítteg
(the,,Audit
Committee")
consisting
of independent
members
of
the
Boaíd
of Directors
to,
nJ
irnúü,ii
.r'riil.ű""öini'nó,"inüiüiiJ*illiTf;'l|Jii
management.
I!3 i:*'^::::,.1.::,Yl l.^:.]t9:1t9la
minimum
o|lreg (3)and
a
maximum
of íive
(5)
people,
IP:*o:::lhi lI!1 9om
miúee,
s n
a l t
ó.
á
ópo
int
o
br
ihd
ő.il;J
;;;ffi
;ii#
Jn5á[".iJi"Á
o,,n.
:*n*,T:T^ 91 1. l !:T
^91
the
goaid
-dd
ffi ió
;;
íö*d"ii'"pilil,;'
iil'ö;'.'il'
ili
The
Audit
Committee
is
composed
as
follows;
exceeding
their respectlve
mandates.
The
Audit
committee
sfiallelect
a chairman
fiom
among
its
members.
The
quorum
shall
be met
at the Audit
9n't!::
meelings
when
the
members
have
been
vátioty
calleo
to atteÜano
when
a minimum
of
trao-
1H}Í:f].^*j':JlT!:*
are
present.
All
the
Audit
Committee's
oeci§Ús
shall
be
taken
by
a
simple
malonry
vote.
ln
the
ev4nt
of
a tie,
the
person
presiding
over
the
meeting
shall have
trre
casiing'vote,
iriey
maY
be
re-elected
and
tfreY
maY
be dismissed
át
any
tiire
Oy tne
geneiái-rÓ.ting,
with
or without
cause.
The
Audit
Commíttee_oPings
!he,
annual
report
of the
Company,
oontrols
and evaluates
fte
operalion
of üre
íinancial
system,
providQs
its
tasks
in
connóction
wttn
tnJúoitilr
oiir.lJ
óJirü.ry.
Composition
of
the Audit
Committee
Mr.
Martijn
J.G.
W|NDELS
Mr.
Wiggert
KARREMAN
Name:
Ms.
Alan
J.
GR|FF|THS
Position:
chairman
of the
Audit
committee
Memberof
the Audít
committee
Memberof
the
Audít
committee
The
members
of
the
Audit.Committee
were
appointed
for
a
period
of one
(1) year
until
the
Annual
General
Meeting
called
to
approve
the
Company's
annual
accounts
as
at 3,1st
December
2024.
No
specific
remuneration
is
attributed
to the
members
of the
Audit
committee.
The
ComPanY
Publishes
the
resolutions
afier
the
General
Meeting
and
ensures
ths
shareholders
get
to
know
their
content,
§.ubject
to the
Provisions
of fie
Article
10
of the
Articles
of
lncorporation
of
the Company,
the General
Meeting
of
shareholders
has
the
broadest
power§
to
order,
carry
out
or ratiy
measures
relating
to the
activities
of
the
Company.
other
Disclosures
There
are
no
agreements
with
restrictions
on
the
transfer
of
the
shareholders
which
are
known
to
the
company
and
may
result in
securities
or
voting
rights
within
the
meaning
ft
tne
zoöry1og/Ec
(transparency
directive),
,
.l l
.l lv
gl
rlvlvg
vl ll
lwl
PUl
ollul l vl
tl l9
vul llPal ly.
Thg."
1'9
no
securities grantíng
special
control
right
to
their
holders
and
there
are no
restrictions
on
voting
rights
of
the
ordinary
shares.
]herg ry
no
signilicar|t
agreements
to
which
the
Company
ís
party
to and
which
would
take
effect,
alter or
terminate
upon
a
chan$e
of
conkolfollowing
a
publíc
o*eriig
oiúÚ,due,
Úo."
IP:_:l.l'
.9qPembnP
between
the
Company
and
ib
board
members
or
employees
providing
for
comPensation
if
theY
4esign
or
are
made
redundánt
without
valid
reason
or if
theii
empróyhentÉses
because
oía
takeover
bid,
There
have
been
no
tiansactions
canied
out
under
Article
!?0-26
(6)
of
the
amended
Law
of
10
August
19Í5
on
commercial
coinpanies
in
retatlon
to
ná
árocation
of free
snárásoiine
Company.
There
is
no
sYstem
of
dontrol oí employee
share
scheme
where
the
control
rlghb
are
not
exercised
direc,1y
by
the
employees
Il.'
c.qPP'.nY
being
a
{nancialtrolding
c9mp1l
does
not
have
any
diversíty
plicy
as
defined
under Article
:Í-ilÍl
Point
g)
of
the
law
of
íg
oece]moer
l0oi,
ás
amended,
noúevei,
inlúbstáce
there
is
a oivensity
at
iT:*lf":,ji:^ÍÍ:*:Í]i::T:j:lg1.1g.,lt?.ved
by resolution
of
the
extraordinary
general
meeting
of
the
shareholders
under
the
conditjons
otthé
taw.
Branches
of the
Comoany
The
Company
has
no
branches,
The
Directors
request
that
the.general
meeting
discharges
the
Board
and
the
Audit
Committee
for
the
execution
of
their
mandates
íor
the
financial yeaiended
as-at
31si
oecámoer,
zoeq.
Luxembourg,
27
February
2025
10
chairman
of
the
Board
of
Directors
of
Fotex
Holding
S,E,
Manag_ement
Responsibility
Statement
[::TlT§l9§ !9:!9Í
oui
knowledge,
the
present
annual
accounts
as
oí
3í December
2a24
have
been
PrePared
in
accordance
with
Luxembjurg
óÁpano
giu.;til;d'6,
u"ü;;,"fi:l"-,
ffi,ilX:
financialPosition
and
profit_orJossor
rotuiúojoinj
s.r.
rni,ooiti.,l
th;
il;;gement
reprt
includes
a ltair
fril'lr'jJ,*::']??n*:J:*11T: ltl.
b*i.:;91,1
tlJ:iJiiiloiir
rot
,
Holding
s,E.
together
with
a
description
of the
principal
risks
and
unc.rt
intie.
ttrat
trrei
iacá.
Luxembourg,
27
chairman
of the
Board
of
Dírectols
Member
of
the Board
of
Directors
ll
Tel. 352 45 123-1
www.bdo.lu
1, rue Jean Piret
Boîte Postale 351
L-2013 Luxembourg
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of
the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of
the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of
the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of
the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
24
NOTE 1 – General information
Fotex Holding Société Européenne (the “Company”) is a European public limited company regulated under
the laws of the Grand Duchy of Luxembourg.
The Company has been registered in the Luxembourg Trade and Companies’ Register (“Registre de
Commerce et des Sociétés Luxembourg”) under registration no. R.C.S. B 146938.
The registered office of the Company is established at 28, avenue Pasteur, L-2310 Luxembourg.
The object of the Company is to acquire participating interests, in any form whatsoever in Luxembourg or
foreign companies, to acquire any kind of transferable securities via purchases, subscriptions or any other
means as well as to dispose thereof via sales, exchanges or any other means, to manage and develop its
portfolio and to acquire, sell and develop patents and licenses associated thereto.
The Company may lend and borrow with or without security, participate in the creation and development of
any companies and may render them assistance.
In general, the Company may carry out any commercial or financial transaction or any transaction involving
movable or immovable assets that is directly or indirectly linked to its corporate object or is likely to facilitate
the expansion and development thereof.
The financial year starts on January 1
st
and ends on December 31
st
each year.
The Company also prepares consolidated financial statements, which are published according to the
provisions of the law.
The consolidated financial statements are prepared in accordance with IFRS as approved by the European
Union.
In addition, the Company is included in the consolidated financial statements of BLACKBURN
INTERNATIONAL LUXEMBOURG S.à r.l. forming the largest body of undertakings of which the company
forms a part as a direct subsidiary undertaking. The registered office of BLACKBURN INTERNATIONAL
LUXEMBOURG S.à.r.l. is established at 28, avenue Pasteur, L-2310 Luxembourg. The consolidated
financial statements may be obtained at its registered office.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
25
NOTE 2 – Summary of significant accounting policies
2.1 General principle
The annual accounts have been prepared in accordance with the Luxembourg Commercial Company Law
of 10 August 1915 as amended and the amended law of 19 December 2002. Accounting policies, valuation
policies and valuation rules are, besides the ones laid down by the said law, determined and applied by the
Board of Directors.
In preparing these annual accounts, the Board of Directors have assessed the ability of the Company to
continue to operate; following this assessment the Board of Directors believes it appropriate to prepare
these annual accounts on a going concern basis.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires
the Board of Directors to exercise its judgment in the process of applying the accounting policies. Changes
in assumptions may have a significant impact on the annual accounts in the period in which the assumptions
changed. Management believes that the underlying assumptions are appropriate and that the annual
accounts therefore present the financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities
in the next financial year. Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.
2.2 Summary of significant accounting policies
Foreign currency translation
− The accounts are expressed in EUR.
− Transactions expressed in currencies other than EUR are translated into EUR at the exchange rate
effective at the time of the transaction.
− Formation expenses, intangible, tangible and financial fixed assets, expressed in currencies other than
EUR are translated into EUR at the time of the transaction. At the balance sheet date, these assets
remain translated at historic exchange rates.
− Other assets and liabilities are translated separately respectively at the lower or at the higher of the
value converted at the historical exchange rate or the value determined on the basis of the exchange
rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and
loss account. The exchange gains are recorded in the profit and loss account at the moment of their
realisation.
− Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses
and gains are recorded in the profit and loss account of the year.
− The interests on the loans are converted in using the average monthly exchange rate.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
26
NOTE 2 – Summary of significant accounting policies (continued)
Intangible assets
Intangible assets other than formation expenses are recorded at their acquisition price, less cumulative
value adjustments. Where applicable, amortization is calculated on the basis of generally accepted rates
according to the estimated useful life of these assets.
The rates and methods of depreciation applied are as follows:
Depreciation rate Depreciation method
%
Trade mark concessions “Fotex” 4,17 Linear
Trade mark concessions “Fotex”-renewal 10 years 10,00 Linear
IP rights and software 33,00 Linear
In case of durable depreciation in value according to the opinion of the Board of Directors, value adjustments
are made in respect of these intangible assets, so that they are valued at the lower figure to be attributed to
them at the balance sheet date. These value adjustments are not continued if the reasons for which the
value adjustments were made have ceased to apply.
Intangible fixed assets with indefinite useful lives such as media rights are tested for impairment annually
either individually or at the cash generating unit level. Such intangibles are not amortized. The useful life of
intangible assets with indefinite life is reviewed annually to determine whether the indefinite life assessment
continues to be supportable. If not, the change in the useful life assessment from indefinite to definite is
made on a prospective basis.
Tangible assets
Tangible assets and other similar assets are valued at their acquisition price, less cumulative value
adjustments. When applicable, depreciation is calculated on the basis of the estimated useful life of these
fixed assets.
The « Land and buildings » item includes a real estate property owned by the Company in Budaörs,
Hungary.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.
The economic useful lives used are as follows:
Depreciation rate Depreciation method
%
Real estate and related property rights 2.00 Linear
Hardware 33.00 Linear
Office equipment 14.28 Linear
Land is not depreciated.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
27
NOTE 2 – Summary of significant accounting policies (continued)
Where the Company considers that tangible fixed assets have suffered a decline in value in excess of the
accumulated depreciation recognised, an additional write-down is recorded to reflect this impairment. These
value adjustments are reversed if the reasons for which the value adjustments were made have ceased to
apply.
Financial assets
Shares in affiliated undertakings/participating interests/loans to these undertakings/held as financial fixed
assets/other loans are valued at purchase price including the expenses incidental thereto.
In case of a durable impairment in value according to the opinion of the Board of Directors, value
adjustments are made in respect of these financial fixed assets, so that they are valued at the lower figure
to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons
for which the value adjustments were made have ceased to apply.
Debtors
Debtors, amounts owed by affiliated undertakings, amounts owed by undertakings with which the
undertaking is linked by virtue of participating interests and other debtors are recorded at their nominal
value.
They are subject to value adjustments where their recovery is compromised
Value adjustments made in previous financial years which are no longer necessary following the
disappearance of the recovery risk shall be rectified.
Investments
Own shares are recorded at the purchase cost including expenses incidental thereto expressed in the
currency in which the annual accounts are prepared. A value adjustment is recorded where the market value
is lower than the weighted average price. These value adjustments are not continued if the reasons for
which the value adjustments were made have ceased to apply.
The market value corresponds to the last available quotation on the valuation day for the investments.
Cash at bank and in hand
Cash at bank and in hand is recorded at their nominal values.
Prepayments
This asset item includes expenses incurred during the financial period but relating to a subsequent financial
period.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
28
NOTE 2 – Summary of significant accounting policies (continued)
Provisions
On the last day of the financial year, provisions are formed to cover all known or foreseeable liabilities and
charges.
Provisions are regularly reviewed and adjusted when the source of the liability or charge no longer exist.
Provisions for taxation correspond to the tax liability estimated by the Company for the financial years for
which tax returns have not been filed or tax assessments have not been received yet.
Creditors
Creditors are valued at their reimbursement value.
Net turnover
The net turnover comprises amounts paid by the group companies using and benefiting from the Fotex
name (name wearing fee). Fotex Holding SE also provides guidance in the fields of property management
to those subsidiaries which require it in exchange for a regular property management fee.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
29
NOTE 3 – Intangible assets
Evolution of intangible assets:
Trademarks
IP Rights and
software
Media rights Total
Gross book value - opening balance 7,748,182.09 1,889.00 2,658,396.00 10,408,467.09
Additions for the financial year 0.00 0.00 0.00 0.00
Disposals for the financial year 0.00 0.00 -829,083.44 -829,083.44
Transfers for the financial year 0.00 0.00 0.00 0.00
Gross book value - closing balance 7,748,182.09 1,889.00 1,829,312.56 9,579,383.65
Value adjustment - opening balance -7,747,635.55 -1,889.00 -1,895,181.00 -9,644,705.55
Value adjustment for the financial year -160.12 0.00 0.00 -160.12
Reversals for the financial year 0.00 0.00 65,868.44 65,868.44
Transfers for the financial year 0.00 0.00 0.00 0.00
Value adjustments - closing balance -7,747,795.67 -1,889.00 -1,829,312.56 -9,578,997.23
Net book value - opening balance 546.54 0.00 763,215.00 763,761.54
Net book value - closing balance 386.42 0.00 0.00 386.42
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
30
NOTE 3 – Intangible assets (continued)
Trademarks
The basis for recognition of the Trade Mark concession “Fotex” as an intangible asset consists of the fact
that since its incorporation in 1984 the Company became well known and gained a good reputation. In 1990,
in connection with the transformation of the Company to an Rt. (public limited company) and associated to
an increase in share capital, the “Fotex” name has been valued by an independent appraiser. The gross
value of the “Fotex” name amounts to 2.05 billion HUF which is equivalent to EUR 7.7 million.
The “Fotex” name has been recognized as an asset to be in line with the regulations of Hungarian GAAP.
Moreover, since February 10, 2011 the “Fotex” name has been registered not only in Hungary but at an EU
level.
Since the “Fotex” name can serve the best interest of the Company for a long period of time and is a well-
known name, it has been amortized over 24 years.
Media rights
Intangible assets consist primarily of the Company' holding of media and merchandising rights in FTC
Labdarúgó Zrt of EUR 0 (2023 EUR 763,214).
As part of discontinuing its ownership of FTC Labdarúgó Zrt., (a company that operates and manages the
football club „FTC”) acquired in 2001 (at a cost at that time of HUF 1.9 billion – ca, EUR 7 million), Fotex
acquired certain merchandising rights in FTC (media and brand merchandise, distribution and promotion
rights (billboards) in 2003 for an unlimited period. Owing to changes in Hungarian legislation, as of 1 January
2012, all rights related to the Club’s address, logo and name reverted to the FTC Sport Association. Such
reversion is due compensation by FTC, the amount of which will be determined based on the fair value of
the rights at the time of reversal by a court competent to act based on the location of the Club’s
headquarters. Connected to this, in 2016 Fotex was awarded the use of a Skybox and 8 VIP tickets at the
Stadium in Budapest which it is able to utilise without any restrictions.
Fotex launched a number of legal cases since 2012 to recover the value. In December 2024, Fotex received
compensation from the outstanding legal cases of Euro 829,083 which has been treated as recovery and
adjustment to the impaired amount of the intangible asset. The value as of December 31
st
, 2024 is Euro 0
and the management is not expecting any future economic benefits.
Fotex continues to review the value lost through the change in legislation and may launch further legal cases
to recover amounts recorded as impaired.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
31
NOTE 4 – Tangible assets
Evolution of tangible assets:
Lands and
buildings
Other fixtures
and fittings, tools
and equipment
Total
Gross book value - opening balance 1,941,501.00 20,846.35 1,962,347.35
Additions for the financial year 0.00 0.00 0.00
Disposals for the financial year 0.00 0.00 0.00
Transfers for the financial year 0.00 0.00 0.00
Gross book value - closing balance 1,941,501.00 20,846.35 1,962,347.35
Value adjustment - opening balance -503,602.00 -20,846.35 -524,448.35
Value adjustment for the financial year -10,072.02 0.00 -10,072.02
Reversals for the financial year 255,885.41 0.00 255,885.41
Transfers for the financial year 0.00 0.00 0.00
Value adjustments - closing balance -257,788.61 -20,846.35 -278,634.96
Net book value - opening balance 1,437,899.00 0.00 1,437,899.00
Net book value - closing balance 1,683,712.39 0.00 1,683,712.39
The “Land and buildings” item includes real estate property owned by the Company in Budaörs, Hungary.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
32
NOTE 5 – Financial assets
Evolution of financial assets:
1. Shares in
affiliated
undertakings
5.Investments
held as fixed
assets
Total
Gross book value - opening balance 242,250,173.93 1,251.25 242,251,425.18
Additions for the financial year 0.00 0.00 0.00
Disposals for the financial year -26,247,704.08 0.00 -26,247,704.08
Transfers for the financial year -751,467.62 751,467.62 0.00
Gross book value - closing balance 215,251,002.23 752,718.87 216,003,721.10
Value adjustment - opening balance -3,403,017.77 -357.00 -3,403,374.77
Value adjustment for the financial year 0.00 -166,694.00 -166,694.00
Reversals for the financial year 1,717,704.08 0.00 1,717,704.08
Transfers for the financial year 483,764.80 -483,764.80 0.00
Value adjustments - closing balance -1,201,548.89 -650,815.80 -1,852,364.69
Net book value - opening balance 238,847,156.16 894.25 238,848,050.41
Net book value - closing balance 214,049,453.34 101,903.07 214,151,356.41
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
33
NOTE 5 – Financial assets (continued)
The financial information of affiliated undertakings, altogether known as “subsidiaries” as at December 31
st
,
2024 are summarized below:
Name of the
company
Registered office / Country
Ownership
%
Last approved
Financial
statement date
Capital and reserves at
the last balance sheet
date (*)
Results at the last
balance sheet date (*)
Net book value
2024
Net book value
2023
Hungaroton Music
Zrt
Reitter F. u 39-49, 1135
Budapest, Hungary
99.21
31/12/2023
HUF 301,467,000.00/
EUR 787,572.20
HUF 19,904,000.00/
EUR 52,111.53
EUR 742,001.11 EUR 742,001.11
Sigma Kft
Csörsz u.45.6.em., 1124
Budapest, Hungary
100.00
31/12/2023
HUF 82,308,000.00 /
EUR 215,026.91
HUF 23,968,000.00 /
EUR 62,751.67
EUR 217,150.27 EUR 217,150.27
Upington
Investments Sàrl
28, avenue Pasteur L-2310
Luxembourg
100.00
31/12/2023 EUR 20,817,466.66 EUR -29,311.66 EUR 1,105,093.38 EUR 1,105,093.38
Szekhely 2007 Kft
Palatinus ut. 1, 1025
Budapest, Hungary
99.28
31/12/2023 Merged into Fotexnet Nil Nil EUR 267,702.82
Fotex Netherlands
BV
Sarphatikade 13, 1017 WW
Amsterdam, The
Netherlands
100.00
31/12/2023 EUR 303,948,646.00 EUR 2,884,480.00 EUR 211,985,208.58 EUR 236,115,208.58
Arany Juhar
Idosotthon Kft
Agard-Gardonyi utca
98.B.ép, 2484 Gardony,
Hungary
100.00
31/12/2023 Dissolved Nil Nil EUR 400,000.00
TOTAL EUR 214,049,453.34 EUR 238,847,156.16
(*) The closing exchange rate used to convert HUF into EUR (when the share capital of the subsidiaries is
expressed in HUF) is 382.78 and the average exchange rate used to convert HUF into EUR (when the 2023
results of the subsidiaries is expressed in HUF) is 381.95 and is given only for information and conversion
purpose.
Hungaroton Music Kft.
The Company received a dividend of HUF 19,746,758.00.00 (EUR 50,131.40) from Hungaroton Music Kft
approved by its annual general meeting held on April 22
nd
, 2024.
Sigma Kft
The Company received a dividend of HUF 23,968,000.00 (EUR 60,847.93 from Sigma Kft approved by its
annual general meeting held on April 22
nd
, 2024.
Szekhely 2007 Kft
The Company received a dividend of HUF 87,680,015.00 (EUR 222,396.99) from Szekhely 2007 Kft
approved by its annual general meeting held on April 15
th
, 2024.
Szekhely 2007 Kft merged into Fotexnet Kft with effect as at July 1
st
, 2024. The Company became a direct
shareholder of Fotexnet Kft which has been reclassified as “investments held as fixed assets” for a net book
value of EUR 267,702.82. As at December 31
st
, 2024 the value of the investment was impaired by EUR
166,694.00
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
34
NOTE 5 – Financial assets (ended)
Arany Juhar Idősotthon Kft
The Company acquired Arany Juhar Idősotthon Kft in 2021. The purpose of the investee company was to
run a retirement home for third party customers. As at 31 December 2022, the operations of the investee
company had not yet started (early phase).
On July 6
th
, 2023, the Company has increased its shareholding from 99.92% to 100%.
On December 6
th
, 2023, the Board of Directors of the Company decided to discontinue with the current
business model by selling the retirement home to its group company, Keringatlan Kft and resolved to initiate
the dissolution of Arany Juhar Idősotthon Kft. Accordingly, the value of the investment was impaired by EUR
1,717,704.08.
On October 3
rd
, 2024 Arany Juhar Idősotthon Kft was struck off, therefore the Company has written off the
net book value of Arany Juhar Idősotthon Kft (EUR.400,000) and received EUR 423,325.17 as return on
investment.
Fotex Netherlands B.V.
On July 10
th
, 2024, the Company, acting as the sole shareholder of Fotex Netherlands B.V., resolved to
cancel 24,130,000 shares (with a nominal value of EUR 1.00) in the capital of Fotex Netherlands B.V. and
to repay to the Company the par value of those shares (being a total of EUR 24,130,000.00).
The Board of Directors have concluded that there was no other durable depreciation on the remaining
financial assets as at December 31
st
, 2024.
NOTE 6 – Amounts owed by affiliated undertakings
As at December 31
st
, 2024, this caption is mainly composed of:
- Interest bearing loan of EUR 300,000.00 drawn-down as part of a facility for a total amount of EUR
300,000.00 granted to Upington Investments S.à r.l. (matured) is totally paid back subsequently in year
2025 (2023: EUR 300,000.00);
- Interest bearing loan of EUR 50,000.00 drawn-down as part of a facility for a total amount of EUR
100,000.00 granted to Upington Investments S.à r.l..(matured) is totally paid back subsequently in year
2025 (2023: 50,000.00);
- Interest bearing loan of EUR 2,550,000.00 drawn-down as part of a facility amended on August 8
th
, 2023
for a total amount of EUR 2,600,000.00 granted to Arany Juhar Idősotthon Kft. was totally repaid for an
amount of EUR 11,356.00 during the year (2023: EUR 11,356.00);
- Dividends receivable of EUR 234,619.64 from Fotexnet Kft, following the merger of Szekhely 2007 Kft into
Fotexnet Kft (2023: EUR 706,922.10 was due from Szekhely 2007 Kft before the merger).
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
35
NOTE 6 – Amounts owed by affiliated undertakings (continued)
- Name wearing and property management accrued fee for EUR 284,295.06 (2023: EUR 296,343.63).
As at December 31
st
2024, the Board of Directors concluded that no value adjustment was necessary in
respect of the amounts owed by affiliated undertakings.
NOTE 7 – Other debtors
As at December 31
st
, 2024, the other debtors are mainly composed of:
- VAT recoverable for an amount of EUR 419,521.07 (2023: EUR 378,004.38);
- Advance paid to the Direct Tax Administration for an amount of EUR 12,050.00 (2023: EUR 19,446.47).
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
36
NOTE 8 – Own shares
Own shares
Own shares Quantity Recorded Value/EUR
Opening balance 15,262,199 24,421,680.50
Acquisition 154,770 494,203.37
Sale 0 0.00
Closing balance 15,416,969 24,915,883.87
The Company has created a non-distributable reserve in the caption “Reserve for own shares”.
The own shares were recorded at purchase price and they are valued at the weighted average cost.
NOTE 9 – Capital and reserves
The movements in capital and reserves during the financial year are as folllows:
Subscribed capital Share premium
Reserve for own
shares
Legal reserve Dividends (*)
Other non-
distributable
reserves (**)
Profit or loss
brought forward
Result for the
financial year
As at December
31st, 2023
30,543,933.00 4,978,495.50 24,421,680.50 3,054,393.30 0.00 93,118.36
187,275,126.98 -3,439,290.15
Dividends (*)
0.00 0.00 0.00 0.00 -180,000.00 0.00
0.00
0.00
Transfer to reserve
0.00 -494,203.37 494,203.37 0.00 0.00 0.00
0.00
0.00
Increase capital
0.00 0.00 0.00 0.00 0.00 0.00
0.00
0.00
Decrease capital
0.00 0.00 0.00 0.00 0.00 0.00
0.00
0.00
Allocation of the
results
0.00 0.00 0.00 0.00 180,000.00 0.00
-3,619,290.15
3,439,290.15
Result for the
financial year
0.00 0.00 0.00 0.00 0.00 0.00
0.00
-360,523.68
As at December
31st, 2024
30,543,933.00 4,484,292.13 24,915,883.87 3,054,393.30 0.00 93,118.36 183,655,836.83 -360,523.68
(*) At the Annual General Meeting of the Company held on April 18
th
, 2024, the Company has decided not
to pay dividends to the shareholders holding ordinary shares of the Company and to declare dividends on
the dividend preference shares in the amount of EUR 0.20/dividend preference shares for a total amount of
EUR 180,000.00.
(**) At the Annual General Meeting of the Company held on May 12
th
, 2014, the Company has decided to
allocate an amount of EUR 93,118.36 to an un-distributable reserve for unrealized gains on foreign
exchange.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
37
NOTE 9 – Capital and reserves (continued)
The movements in capital and reserves during the previous financial year are as folllows:
Subscribed capital Share premium
Reserve for own
shares
Legal reserve Dividends (*)
Other non-
distributable
reserves (**)
Profit or loss brought
forward
Result for the
financial year
As at December 31st,
2022
30,543,933.00 5,523,277.71 23,876,898.29 3,054,393.30 0.00 93,118.36
183,702,243.71 3,662,883.28
Transfer to reserve
0.00 -544,782.21 544,782.21 0.00 -90,000.00 0.00
0.00
0.00
Increase capital
0.00 0.00 0.00 0.00 0.00 0.00
0.00
0.00
Decrease capital
0.00 0.00 0.00 0.00 0.00 0.00
0.00
0.00
Allocation of the results
0.00 0.00 0.00 0.00 90,000.00 0.00
3,572,883.27
-3,662,883.28
Result for the financial
year
0.00 0.00 0.00 0.00 0.00 0.00
0.00
-3,439,290.15
As at December 31st,
2023
30,543,933.00 4,978,495.50 24,421,680.50 3,054,393.30 0.00 93,118.36 187,275,126.98 -3,439,290.15
(*) At the Annual General Meeting of the Company held on April 17
th
, 2023, the Company has decided not
to pay dividends to the shareholders holding ordinary shares of the Company and to declare dividends on
the dividend preference shares in the amount of EUR 0.10/dividend preference shares for a total amount of
EUR 90,000.00
(**) At the Annual General Meeting of the Company held on May 12
th
, 2014, the Company has decided to
allocate an amount of EUR 93,118.36 to an un-distributable reserve for unrealized gains on foreign
exchange.
Subscribed capital
As at December 31
st
, 2024, the Company has an issued and subscribed capital of EUR 30,543,933.00
divided into 70,723,650 ordinary shares and 2,000,000 dividend preference shares, i.e. a total of 72,723,650
shares with a par value of EUR 0.42.
The dividend preference shares carry the same rights as ordinary shares in the event of liquidation or
dissolution of the Company.
Dividend preference shares come with a right to an annual dividend decided by the General Assembly, but
are without right to vote. This dividend may not exceed 50% of the average annual price of the ordinary
shares but may not be less than twice the amount produced by applying the 12-month interest rate of the
European Central Bank prevailing at 1 January of the year in which the dividend is paid on the nominal
value of shares (i.e. 0.42 x interest rate x 2). This dividend may only be paid if the Company's consolidated
financial statements for the relevant year prepared under IFRS show profits which, subject to compliance
with legal provisions, allow for the distribution of such dividend.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
38
NOTE 9 – Capital and reserves (continued)
The total dividends paid in respect of dividend preference shares may not exceed thirty percent (30%) of
the consolidated after-tax profit based on the IFRS financial statements (less minority interest). The holders
of dividend preference shares are not entitled to any other rights or dividends outside those described
above, attributed to them by the General Assembly. Such dividends are paid once a year and interim
payment is only allowed if the conditions of such a distribution are met.
If the Company is unable to pay such dividends for one year or if it pays only a minimum portion due for a
given year and does not regularize the payment of the full amount upon payment of the dividends for the
following year, the right to vote identical to that applied to ordinary shares will be granted to the holders of
dividend preference shares. The voting will be extended until the Company has paid all minimum dividends
due with respect to the dividend preference shares.
A subsequent General Assembly meeting representing at least 50% of the ordinary shares may determine
the limits and conditions of the authorised capital within the limits set by the law.
In this case, the Board of Directors is authorised and empowered to:
- increase the capital in one sum or in instalments, by issuing new shares to be paid in cash or in
contributions in kind, by converting receivables or, upon approval of the Annual General Assembly, by way
of capitalising the profit or reserves.
- determine the place and date of the issue or successive issues of the new shares along with the costs of
such an issue as well as the terms and conditions of subscription.
- suppress or limit the preferential subscription right of shareholders should the new shares be issued as
part of the authorized capital.
This authorisation is valid for a period of five years from the date of publication of the deed of authorization
and may be prolonged by a General Assembly of the shareholders with respect to shares that form part of
the authorised capital and have not yet been issued by the Board of Directors.
Following each capital increase realised and duly effected in accordance with the relevant legal forms, the
first paragraph of the article 5 shall be amended to reflect the latest increase; such changes will be
recorded in due form by the Board of Directors or by a person appointed for that purpose.
Since February 23
rd
, 2012, the Company’s ordinary shares are quoted on the Luxembourg Stock Exchange.
Legal reserve
Luxembourg companies are required to allocate to a legal reserve a minimum of 5% of the annual net
income, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed.
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
39
NOTE 10 – Creditors
Remaining terms of amounts due and payable for the accounts shown under “creditors “are as follows:
Within After one After more
one year and then five Total Total
year
within five
years 31/12/2024 31/12/2023
years
Trade creditors (1) 233,574.03 0.00 0.00 233,574.03 222,287.78
Amounts owed to affiliated undertakings (2) 0.00 0.00 0.00 0.00 23,592,765.32
Other creditors
Tax authorities
32,043.20 0.00 0.00 32,043.20 38,525.46
Social security authorities
4,578.23 0.00 0.00 4,578.23 4,771.67
Other creditors 138,321.21 0.00 0.00 138,321.21 138,925.08
Total 408,516.67 0.00 0.00 408,516.67 23,997,275.31
(1) As at December 31
st
, 2024, the trade creditors are mainly composed of trade creditors – purchase invoice
accruals for an amount of EUR 127,543.46 (2023: EUR 192,385.25).
(2) As at December 31
st
, 2024, the amounts owed to affiliated undertakings are mainly composed of:
- Interest bearing loan drawn-down as part of a facility for a total amount of EUR 8,000,000.00 granted by
Fotex Netherlands B.V. were totally repaid during the year. (2023: EUR 8,000,00.00).
- Interest bearing loan granted by FN2 B.V, company held indirectly by Fotex Holding SE. were totally repaid
during the year (2023: EUR 14,000,000.00).
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
40
NOTE 11 – Net turnover
The Company has had the following revenues during the financial year captured:
2024 2023
Name wearing fees 714,311.76 709,832.82
Property management fees 413,062.85 462,961.43
1,127,374.61 1,172,794.25
The name wearing fees and property management fees are earned from group companies in Hungary
and in the Netherlands.
NOTE 12 – Other operating income
As at December 31
st
, 2023, the other operating income includes compensation received in relation to a
litigation for an amount of EUR 29,266.20.
NOTE 13 – Raw materials and consumables and other external expenses
The other external expenses are composed of:
2024 2023
Rent, commissions and professional fees 691,712.26 707,582.48
Insurance premiums 8,320.00 8,319.98
Marketing and communication costs 8,274.39 4,912.40
Miscellaneous external charges 44,057.53 94,889.38
752,364.18 815,704.24
As at December 31st 2024, audit fees amounted to EUR 130,000.00 (2023:EUR 117,500.00).
The item Miscellaneous external charges relate mainly to contributions paid to the CSSF.
NOTE 14 – Other operating expenses
The other operating expenses mainly include:
- directors’ fees for a gross amount of EUR 373,065.85 (2023: EUR 345,645.85).
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
41
NOTE 15 – Income from participating interests
This item is composed of:
- dividends received from affiliated undertakings for an amount of EUR 356,701.49 (2023: EUR 245,526.89).
NOTE 16 – Interest payable and similar expenses concerning affiliated undertakings
The interest payable is mainly composed of:
- interest paid/or due to affiliated undertakings for an amount of EUR 560,873.17 (2023: EUR 923,288,16).
NOTE 17 – Tax on profit
The Company has entered into a tax consolidation regime with its subsidiary Upington Investment S.à r.l.
as per the article 164 bis LIT as of 01/01/2010.
In accordance with the tax consolidation regime, the corporate income and the municipal business taxes of
Fotex Holding S.E. (as parent company) and Upington Investment S.à r.l (subsidiary company) are
calculated and accounted for at the level of Fotex Holding S.E.
This caption can be detailed as follows:
2024 2023
Regularisation of corporate income tax from previous year 652.77 0.00
652.77 0.00
NOTE 18 – Other taxes
2024 2023
Net wealth tax 4,815.00 12,050.00
4,815.00 12,050.00
NOTE 19 – Additional information
Staff costs
During the financial year, the Company employed 1.33 employee (2023: 1 employee).
FOTEX HOLDING
Annual Accounts for the year ended 31/12/2024
(expressed in EUR)
42
NOTE 19 – Additional information (continued)
Advances and loans granted to the members of the administrative, managerial and supervisory
bodies
During the year, the Company did not grant advances and loans to the members of those bodies and no
commitments have been entered into on their behalf by way of guarantees of any kind (2023: NIL).
Off balance sheet commitments
There are no off-balance sheet commitments.
Subsequent event
There have been no subsequent event following the financial year-end.