GROUP OF COMPANIES
AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS
S.A.
ANNUAL FINANCIAL REPORT
of the fiscal year from 1 January 2025 to
December 31, 2025
According to article 4 of Law 3556/2007
AS Commercial Industrial Company of Computers and Toys S.A.
NO. GEMI : 57546304000 ΑΜΑΕ : 22949/06/Β/90/107
Headquarters: Ionias Street, Oreokastro, 57013, Thessaloniki
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
1
CONTENTS
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS ........................ 3
II. ANNUAL CONSOLIDATED REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND
CONSOLIDATED) FOR THE FISCAL YEAR FROM JANUARY 1, 2025 TO DECEMBER 31, 2025. .... 4
III. INDEPENDENT AUDITOR'S REPORT ........................................................................ 78
A. ANNUAL STATEMENT OF FINANCIAL POSITION .............................................. 88
II. ANNUAL STATEMENT OF TOTAL INCOME ........................................................ 89
III. ANNUAL STATEMENT OF CHANGES IN EQUITY.............................................. 90
IV. ANNUAL CASH FLOW STATEMENT ................................................................... 92
V. NOTES TO THE CORPORATE AND CONSOLIDATED ANNUAL FINANCIAL
STATEMENTS .......................................................................................................... 93
1. General information .................................................................................................... 93
2. Framework for the preparation of financial statements ............................................. 93
3. New Accounting Policies .............................................................................................. 94
4. Essential Accounting Policies ....................................................................................... 96
4.1 Consolidation and Shareholdings in subsidiaries ............................................. 97
4.2 Accounting policy for business combinations ...................................................... 97
4.3 Owner-occupied tangible fixed assets ............................................................ 97
4.4 Investment Properties ....................................................................................... 98
4.5 Intangible Assets Elements ........................................................................... 98
4.6 Impairment of Non-Financial Assets .............................................................. 99
4.7 Financial Instruments ................................................................................... 99
4.8 Inventories ................................................................................................. 101
4.9 Cash and Cash Equivalents .......................................................................... 101
4.10 Share Capital .............................................................................................. 101
4.11 Government Grants ..................................................................................... 101
4.12 Staff Benefits .............................................................................................. 101
4.13 Predictions .................................................................................................. 102
4.14 Deferred Taxation-Income Tax ..................................................................... 102
4.15 Revenue recognition .................................................................................... 102
4.16 Dividends .................................................................................................... 103
4.17 Leases ........................................................................................................ 103
4.18 Currency conversions .................................................................................. 104
4.19 Reclassifications............................................................................................. 104
5. Other Information ..................................................................................................... 104
5.1 Consolidated Financial Statements ................................................................ 104
5.2 Seasonality of activities ................................................................................ 104
6. Operating Sectors ...................................................................................................... 104
7. NOTES TO THE FINANCIAL STATEMENTS ................................................................... 106
7.1 Owner-Occupied Tangible assets and Asset Use Rights .................................. 106
7.2 Intangible assets - Goodwill ......................................................................... 108
7.3 Investment Properties ................................................................................. 110
7.4 Holdings in subsidiaries .......................................................................... 110
7.5 Other non-current assets ........................................................................ 111
7.6 Inventories .............................................................................................. 111
7.7 Trade Receivables ................................................................................... 111
Receivables from customers are broken down as follows: ........................................ 111
7.8 Investing in fair value through results .................................................. 113
7.9 Other current assets ................................................................................ 115
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
2
7.10 Cash and cash equivalents ...................................................................... 115
7.11 Paid-up Share Capital and Reserves ...................................................... 116
7.12 Lease obligations ...................................................................................... 117
7.13 Deferred tax liabilities............................................................................. 118
7.14 Termination of staff benefits .................................................................. 119
7.15 Other long-term liabilities ...................................................................... 120
7.16 Debts to suppliers ................................................................................... 120
7.17 Short-term loan obligation ..................................................................... 120
7.18 Other short-term liabilities ..................................................................... 120
7.19 Turnover ................................................................................................... 121
7.20 Cost of sales ............................................................................................. 121
7.21 Other operating income .......................................................................... 121
7.22 Administrative costs ................................................................................ 122
7.23 Disposal operating expenses .................................................................. 122
7.24 Research and development costs ........................................................... 122
7.25 Payroll costs ............................................................................................. 122
7.26 Depreciation-Impairment ....................................................................... 123
7.27 Financial operating expenses ................................................................. 123
7.28 Taxes ........................................................................................................ 124
8. Transactions with related parties ............................................................................. 125
9. Financial Risk Management and Financial Assets .................................................... 127
10. Fair Value and Fair Value Hierarchy ......................................................................... 131
11. Commitments and contingent liabilities – Guarantees granted ............................. 132
12. Earnings per Share .................................................................................................... 133
13. Audit fees .................................................................................................................. 133
14. Events after the date of the Financial Position ........................................................ 134
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
3
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS
(in accordance with article 4 paragraph 2 of Law 3556/2007)
We, the members of the Board of Directors of "AS COMMERCIAL INDUSTRIAL COMPUTERS
AND TOYS COMPANY S.A.»:
1. Efstratios Andreadis, son of Konstantinos, Executive Chairman of the Board of Directors and
Chief Executive Officer,
2. Anastasia Andreadou, née Angelos Kozlakidis, Executive Vice President of the Board of
Directors, Executive Member
3. Theodora Koufou, daughter of Dimitrios, Executive Member of the Board of Directors,
in the above capacities, specially appointed for this purpose by the Board of Directors of "AS
COMMERCIAL INDUSTRIAL COMPUTERS AND TOYS COMPANY S.A." (hereinafter
referred to for brevity as the "Company") hereby declare and certify that, to the best of our
knowledge:
(a) The attached Corporate and Consolidated Annual Financial Statements for the fiscal year
from January 1, 2025 to December 31, 2025 of the Company "AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS S.A." as well as the companies included in the
consolidation as a whole, prepared in accordance with the applicable International Financial
Reporting Standards, as adopted by the European Union, present in a true manner the assets
and liabilities, the net worth and the results of the twelve-month year ended 31 December
2025.
(b) The Board of Directors' Report on these Financial Statements presents truthfully the
development, performance and position of the Company and the companies included in the
consolidated Financial Statements, taken as a whole, including a description of the main risks
and uncertainties they face.
Thessaloniki, 7 April 2026
THE EXECUTIVE CHAIRMAN OF THE
BOARD OF DIRECTORS
THE EXECUTIVE VICE PRESIDENT
& CEO
OF THE BOARD OF DIRECTORS
EFSTRATIOS ANDREADIS
of Konstantinos
ANASTASIA ANDREADOU née
Angelos Kozlakidis
VAT number: 025447871
VAT number: 040526342
THE MEMBER OF THE BOARD
OF DIRECTORS
THEODORA KOUFOU of
Dimitrios
VAT number: 116532026
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
4
II. ANNUAL CONSOLIDATED REPORT OF THE BOARD OF DIRECTORS
(CORPORATE AND CONSOLIDATED) FOR THE FISCAL YEAR FROM JANUARY 1, 2025
TO DECEMBER 31, 2025.
Dear Shareholders,
This Annual Report of the Board of Directors of the Company relates to the fiscal year 2025, was
prepared in accordance with the provisions of articles 150-154 of Law 4548/2018, article 4 of Law
3556/2007 and the relevant executive decisions issued by the Hellenic Capital Market Commission
and refers to the Annual Corporate and Consolidated Financial Statements (hereinafter the
"Financial Statements") as of December 31, 2025 and the twelve-month fiscal year that ended
on that date.
This Report contains the financial report for the fiscal year from 1 January 2025 to 31 December
2025, the significant events that took place during 2025, the description of the main risks and
uncertainties, the significant events that took place after the end of 2025 and until its drafting,
the significant transactions of the Company and its Group (the "Group") with the related parties
as well as the Corporate Governance Statement.
The Annual Financial Statements (Corporate and Consolidated), the Report of the Independent
Auditor and the report of the Board of Directors of the Company are posted at:
https://ir.ascompany.gr/el/home/.
The Separate and Consolidated Financial Statements have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as adopted by the European Union (EU).
The Annual Report of the Board of Directors presents in a true manner the development,
performance, position of the Company, as well as of the companies included in the consolidated
Financial Statements as a whole.
The amounts in this Financial Report are shown in Euros.
A. ECONOMIC REPORT 2025
During the fiscal year 2025, the Group recorded an increase in turnover at higher levels compared
to previous years, with sales amounting to €36,1 mil. euros, increased by 16,38% compared to
the corresponding year of 2024. At the same time, the Group's profit before taxes amounted to
€7,4 mil. reflecting the positive development of core operating activities during the fiscal year.
The Group's EBITDA amounted to €8,1 mil. euros and includes a profit of 0,9 mil. from the sale
of investment properties in Elounda, Crete. On a comparable basis, adjusted EBITDA amounted
to €7,2 mil. euros, showing an improvement compared to the year 2024. This transaction of the
sale of investment properties contributed to the overall increase in earnings before taxes, which
increased by 32,6%.
The increase in the Company's (parent) sales is partly attributed to the new infant development
activity, which in 2025 concerned a period of 12 months, compared to a three-month period in
2024. At the same time, the increase in market share in the countries in which the Group operates
also contributed to its growth. The financial results of the infant development activity contributed
to both the increase of EBITDA and profit before taxes in the context of Management's strategy
to strengthen and expand the Group's product portfolio.
The Group's turnover abroad through the two subsidiaries in Cyprus and Romania increased by
5,4% in 2025, compared to last year. Specifically, the earnings before taxes of the two
subsidiaries in absolute terms showed an improvement of 19,06%. The participation of the
subsidiaries' sales in consolidated turnover amounted to 14,24% during the fiscal year 2025,
compared to 15,72% in the fiscal year 2024, while the adjusted EBITDA recorded a percentage
of 15,32% and 17,19% respectively in the two fiscal years.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
5
In the context of working capital management, the Group systematically monitors the
developments of the relevant indicators, with the aim of ensuring sufficient liquidity and the
effective utilization of available resources. During the fiscal year 2025, working capital (excluding
cash) amounted to €16.652.170 compared to €14.788.493 in the fiscal year 2024, while the
working capital ratio to sales amounted to 46,1% compared to 47,7% in the previous year.
At the same time, working capital commitment days decreased compared to the previous year, a
development that indicates an improvement in the operating capital management efficiency in
the fiscal year 2025.
Cash, investments at fair value and the value of investment properties amounted to €21.171.529
on 31.12.2025, compared to €20.093.566, recording an increase of €1.077.963 compared to the
corresponding year of the previous year.
The most important figures of the Company and the Group for the fiscal year 2025 compared to
2024 were as follows:
Group
Company
1.1 to
31.12.2025
1.1 to
31.12.2024
V %
1.1 to
31.12.2025
1.1 to
31.12.2024
V %
Sales
36.085.179
31.007.216
16,38%
33.337.097
28.497.970
16,98%
% Gross Profit
49,14%
48,57%
45,72%
44,95%
EBITDA
8.075.626
5.165.980
56,32%
6.973.203
4.277.963
63,00%
% in sales
22,38%
16,66%
20,92%
15,01%
Adjusted EBITDA
7.193.642
5.165.980
39,25%
6.091.219
4.277.963
42,39%
% in sales
19,94%
16,66%
18,27%
15,01%
Earnings before taxes
7.385.338
5.568.119
32,64%
8.161.057
6.295.830
29,63%
Earnings after tax
5.752.141
4.209.660
36,64%
6.675.651
5.054.725
32,07%
Total inputs from operating
activities
3.193.299
4.644.727
-31,25%
2.705.827
3.018.138
-10,35%
Cash & Investments
19.046.454
15.851.825
20,15%
18.149.309
13.605.391
33,40%
The Group's gross profit percentage improved to 49,14%, compared to 48,57% in the
corresponding year last year, as a result of the strengthening of the product mix and the more
favorable development of transport costs, due to lower freight rates. It is noted, however, that
for the year 2026 a similar effect is not expected, given that there is already a significant upward
trend in fares.
In absolute terms, EBITDA increased by €2.909.646 which includes the profit from the sale of
real estate in Elounda, Crete of €881.984.
The Group's earnings before taxes amounted to €7,38 mil., compared to €5,57 mil. of the previous
year, recording an increase of 32,64%, while profit after taxes amounted to €5,75 mil., compared
to €4.21 mil. of the previous year, recording an increase of 36,64%.
Total inflows from the Group's operating activities amounted to €3.193 thousand in the fiscal year
2025, compared to €4.645 thousand in the fiscal year 2024. The cash flow of the fiscal year 2024
was positively impacted by cheques with maturity dates of 30.12.2023 and 31.12.2023, which
were deposited in the Company's bank accounts on the first business day of 2024, comparatively
affecting the presentation of operating cash flows between the two fiscal years.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
6
Net Profit Before Tax: The change in profitability compared to the previous year for the Group
and the Company is attributed to:
Parent ( A )
A. Increase Sales Volume
2.212.464
B. Increase % of gross profit
218.980
C. Increase in operating expenses
-712.498
D. Increase of Financial Revenues
-959.135
E. Increase of other operating income
976.294
F. Increase in depreciation
-90.878
Total change in earnings before tax
1.645.227
Activity of Subsidiaries ( B )
171.991
Total Change ( A + B )
1.817.218
Leverage Ratio: The position of the Leverage Ratio at 31.12.2025 excluding IFRS 16 in euro
was as follows:
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Bank Lending
0
0
0
0
minus : Cash/Cash
equivalents &
Investment
-19.046.454
-15.851.825
-18.149.309
-13.605.391
Net Debt
-19.046.454
-15.851.825
20,2%
-18.149.309
-13.605.391
33,4%
Equity
42.014.713
39.338.113
6,8%
41.457.132
37.817.781
9,6%
Leverage Factor
-45,33%
-40,30%
-43,78%
-35,98%
There is no bank lending either at the Company or Group level. The leverage ratio shows a further
improvement compared to 2024, while cash and investments stand at €18,1 mil. for the Company
and €19,0 mil. for the Group. The above data confirm the stable and healthy financial position of
the Company and the Group.
The adjusted leverage ratio, taking into account the impact of IFRS 16, is as follows:
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Bank Lending & Lease
Obligations
626.624
811.902
622.112
747.978
minus : Cash/Cash
equivalents &
Investment
-19.046.454
-15.851.825
-18.149.309
-13.605.391
Net Debt
-18.419.830
-15.039.922
22,5%
-17.527.197
-12.857.413
36,3%
Equity
42.014.713
39.338.113
6,8%
41.457.132
37.817.781
9,6%
Leverage Factor
-43,84%
-38,23%
-42,28%
-34,00%
Working Capital: The comparative data for working capital were as follows:
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Current Assets
44.112.321
38.878.498
42.474.517
36.317.980
Short-Term Liabilities
-8.566.718
-8.399.791
-8.040.900
-7.898.816
Working Capital
35.545.603
30.478.708
16,6%
34.433.618
28.419.164
21,2%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
7
The Group's Inventories amounted to 9.015 thousand euros compared to 9.083 thousand euros
of the previous year and represent 17,55% of the total Assets, compared to 18,6% of the
corresponding previous year.
Receivables from customers for the Group are increased compared to the previous year by 2.067
thousand euros.
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Inventories &
Receivables from
Customers & Other
Items
25.065.867
23.026.673
24.325.209
22.712.590
minus : Commercial &
Other Short-term
Obligations
-8.413.698
-8.238.181
-7.892.391
-7.763.423
Net Working Capital
16.652.170
14.788.493
12,6%
16.432.817
14.949.167
9,9%
46,15%
47,69%
49,29%
52,46%
During the fiscal year 2025, the Group showed an improvement in working capital management
compared to the fiscal year 2024, as reflected in the reduction of capital commitment days (168
days in 2025 compared to 174 days in 2024).
Earnings per share: The Group's earnings per share based on the weighted number of shares
amounted to 0,4416 euro compared to 0,3226 euro in the previous year, recording an increase
of 36,89%. The weighted number of shares on 31.12.2025 stood at 13.026.124.
Capital Expenditure: The Group's investments for the purchase of tangible and intangible fixed
assets amounted to €261.142 in the fiscal year 1.1.2025 to 31.12.2025 compared to €73.083 in
the corresponding comparative year 2024.
Research and Development Expenses: In the fiscal year 2025, the Company and the Group
incurred expenses increased by 14,31% compared to the previous year, i.e. 194 thousand euros
compared to 170 thousand euros.
Key Economic Indicators: The main economic indicators of 31.12.2025 and 31.12.2024,
31.12.2023 were formed as follows taking into account the impact of IFRS16:
Group
31.12.2025
31.12.2024
31.12.2023
a. Economic Structure Ratios
Current Assets / Total Assets
85,9%
79,6%
79,6%
Equity / Total Liabilities
449,1%
414,7%
471,5%
Equity / Fixed Assets
948,9%
807,4%
788,2%
Current Assets / Current Liabilities
514,9%
462,9%
495,7%
b. Performance & Efficiency Ratios
31.12.2025
31.12.2024
31.12.2023
EBITDA/Turnover
22,4%
16,7%
19,2%
Gross Results/Sales
49,1%
48,6%
48,3%
Sales / Equity
85,9%
78,8%
76,1%
Company
31.12.2025
31.12.2024
31.12.2023
a. Economic Structure Ratios
Current Assets / Total Assets
84,5%
77,7%
77,1%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
8
Equity / Total Liabilities
470,4%
423,5%
477,1%
Equity / Fixed Assets
936,8%
777,1%
740,1%
Current Assets / Current Liabilities
528,2%
459,8%
484,9%
b. Performance & Efficiency Ratios
31.12.2025
31.12.2024
31.12.2023
EBITDA/Turnover
20,9%
15,0%
17,6%
Gross Results/Sales
45,7%
45,0%
44,9%
Sales / Equity
80,4%
75,4%
74,8%
Facilities: The Company maintains in Oreokastro, Thessaloniki, in privately owned space, offices
and warehouse. The Company also maintains leased offices and exhibition space in Attica. In
Cyprus and Romania, the subsidiaries lease space for their offices.
Personnel: The number of employees at the end of the audited financial year 2025 amounted
to 86 employees in the Group, i.e. 80 in the parent company and 6 in the subsidiaries in Cyprus
and Romania. At the end of the previous financial year, the number of employees in the Group
amounted to 89 employees, i.e. 83 in the parent company and 6 in the subsidiaries in Cyprus and
Romania.
Participations: The structure of the Group as of 31.12.2025 is as follows:
Name Consolidation Method % of the Parent
AS COMMERCIALINDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. Parent
Ionias Street, Oreokastro,
57013, Thessaloniki, Greece
AS COMPANY CYPRUS LTD Total Consolidation 100%
Esperidon 5, 4th floor
2001, Nicosia, Cyprus
AS KIDS TOYS S.R.L Total Consolidation 100%
24 Delea Veche street, building A, floor 8,
office 8-2, module M.2.1.
2nd district, Bucharest, Romania
In the financial year ended 31.12.2025, Consolidated Financial Statements were prepared which
include the financial data of the subsidiaries "AS COMPANY CYPRUS LTD" and "AS KIDS TOYS
S.R.L.".
The financial statements of the Group's subsidiaries that are consolidated and their shares are
not traded on a stock exchange market, are posted at the following address:
https://ir.ascompany.gr/el/home/.
B. MAJOR EVENTS OF 2025
1st
Resolutions of the Ordinary General Meeting
The Annual Ordinary General Meeting of the Shareholders of the Company convened on June 19,
2025 and resolved the following:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
9
1. approved the Corporate and Consolidated Annual Financial Statements for the fiscal year
1.1.2024 to 31.12.2024 (Management Report in a single form for the Company and its Group and
Annual Financial Statements for the Company and its Group, based on Law 4548/2018 and the
International Financial Reporting Standards) with the accompanying Certified Auditor's Report).
2. Approved the distribution of a dividend for the fiscal year 2024 of a gross amount of
€0,17/share, i.e. a total amount to be distributed to shareholders of €2.231.415. The gross
amount was increased by the dividend corresponding to the 100.539 own shares held by the
Company, which are not entitled to a dividend.
3. approved the overall management of the Board of Directors for the fiscal year 1.1.2024 –
31.12.2024, in accordance with article 108 of Law 4548/2018 and the discharge of the Auditors
for the same fiscal year, in accordance with article 117 par. 1 par. c' of Law 4548/2018.
4. The Chairman of the Audit Committee informed the shareholders regarding the annual report
of the Audit Committee, in accordance with article 44 par. 1 of Law 4449/2017.
5. The Non-Executive Vice-Chairman and independent member of the Board of Directors
submitted to the General Meeting the report of the independent non-executive members of the
Board of Directors to the General Meeting for the period from the previous corresponding Report
of the independent members (27/05/2024) and until the date of its drafting, i.e. on 22/05/2025.
6. The Remuneration Report of the members of the Board of Directors for the fiscal year 1.1.2024
– 31.12.2024 was submitted, in accordance with article 112 par. 3 of Law 4548/2018, which was
approved by majority by the General Meeting, following the unanimous positive opinion of the
Remunerations and Nominations Committee to the Board of Directors on 22.05.2025, in
accordance with article 11 case c' of Law 4706/2020.
7. approved the remuneration and benefits to the members of the Board of Directors for the fiscal
year 1.1.2024–31.12.2024.
8. approved the remuneration to be paid for the fiscal year 2025 to the members of the Board of
Directors.
9. approved the payment of additional remuneration (bonus) to nine (9) executives of the
Company from the profits of the fiscal year 2024.
10. Approved the election of the Certified Public Accountants under the name KPMG Certified
Public Accountants SA (AM:114), having its registered office in Athens, Stratigou Tombra 3, PC
15342, Agia Paraskevi, for the audit of the annual and semi-annual Corporate and Consolidated
Financial Statements and the issuance of the annual tax certificate for the fiscal year 2025
(1.1.2025-31.12.2025) and its respective fees.
11. Decided to elect a new Board of Directors, which will manage the Company for a period of
three years, due to the expiration of the previous one's term of office and the appointment of
independent members. The following were elected as members of the Board of Directors: Mr.
Efstratios Andreadis, Mrs. Anastasia Andreadou, Mr. Apostolos Petalas, Mrs. Theodora Koufou,
Mr. Konstantinos Andreadis, Mr. Athanasios Chrysafidis, Mr. Georgios Vletsos and Mr. Theofilos
Mechteridis. The members of the Board of Directors Messrs. Apostolos Petalas, Athanasios
Chrysafidis and Georgios Vletsos were appointed as independent non-executive members of the
Board of Directors. The fulfilment of the criteria and conditions provided for in the law and in the
Company's Suitability Policy for the candidate members of the Board of Directors who were
elected, as well as the fulfillment of the independence requirements of the appointed independent
non-executive members, in accordance with Law 4706/2020, were ascertained by the
Remunerations and Nominations Committee and confirmed by the Board of Directors.
12. approved the amendment of the suitability policy of the members of the Board of Directors,
following a proposal by the Remunerations and Nominations Committee, in accordance with
article 3 par. 3 of Law 4706/2020.
13. approved the revision of the Remuneration Policy of the members of the Board of Directors,
following a proposal by the Remunerations and Nominations Committee, in accordance with
articles 110 to 111 of Law 4548/2018.
14. approved a new program for the purchase of own shares of the Company, in accordance with
article 49 of Law 4548/2018, up to 5% of the total existing shares of the Company, with a
minimum purchase price of €1,00/share and a maximum purchase price of €6,00/share, and the
provision of relevant authorizations to the Board of Directors for the implementation of this
program. The duration of the program is twenty-four (24) months from 24/6/2025 until
23.6.2027.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
10
2nd Constitution of the Board of Directors
On 19.06.2025, the new Board of Directors of the Company, elected by the General Meeting of
19.6.2025, was formed as follows:
1. Efstratios Andreadis of Konstantinos, Chairman of the Board of Directors, Chief Executive
Officer and executive member of the Board of Directors. 2. Anastasia Andreadou of Angelos,
executive Vice President of the Board of Directors and executive member of the Board of
Directors. 3. Theodora Koufou of Dimitrios, executive member of the Board of Directors 4.
Konstantinos Andreadis of Efstratios, executive member of the Board of Directors 5. Apostolos
Petalas of Dimitrios, non-executive Vice-Chairman of the Board of Directors, independent non-
executive member of the Board of Directors 6. Athanasios Chrysafidis of Paschalis, independent
non-executive member of the Board of Directors 7. Georgios Vletsos of Christos, independent
non-executive member of the Board of Directors. 8. Theofilos Mechteridis of Ioannis, non-
executive member of the Board of Directors.
The term of office of the elected Board of Directors is three years, expires on 19.06.2028, and is
automatically extended until the convening of the Annual Ordinary General Meeting of the year
2028, if it takes place after 19.06.2028.
3rd Disclosure of Transactions of persons exercising managerial duties
a) Mr. Efstratios Andreadis, Chairman and Chief Executive Officer of the company, informed the
Company that on 10.01.2025 he sold 50.000 common shares of the Company, for €3. 20 each,
of a total value of €160.000. The above were notified to the Company on 13.01.2025.
b) Mrs. Anastasia Andreadou, Executive Vice President of the Company, notified the Company
that on 10.01.2025 she sold 50.000 common shares of the Company, for €3,20 each, of a total
value of €160.000. The above were notified to the Company on 13.01.2025.
c) Mr. Efstratios Andreadis, Chairman and Chief Executive Officer of the Company, notified the
Company that on 13.01.2025 he sold 50.000 common shares of the Company, for €3,20 each, of
a total value of €160.000. The above was notified to the Company on 14.01.2025.
d) Mrs. Anastasia Andreadou, Executive Vice President of the Company, notified the Company
that on 13.01.2025 she sold 50.000 common shares of the Company, for €3,20 each, of a total
value of €160.000. The above was notified to the Company on 14.01.2025.
4th Appointment of market makers
In December 2024, the Company entered into a special negotiation agreement with "PIRAEUS
SINGLE MEMBER INVESTMENT SERVICES FIRM S.A." under the following basic terms:
1. The market maker will transmit to the Athens Stock Exchange Trading System pairs of market
orders (i.e. simultaneous buy and sell orders) on its own account on the shares of the Company,
in accordance with the specific provisions of the applicable legislation. For this service, the
Company will pay the agreed fee.
2. The market maker agreement had a duration of one (1) year with automatic renewal from the
date of commencement of market trading on the Company's shares, January 2, 2025.
5th Sale of Land in Elounda, Crete
The Company signed on 21.5.2025 a binding preliminary agreement with the public limited
company "ELOUNDA GREEN PROPERTIES Mon. S.A.", for the sale to it of nine (9) properties,
located in the location "Pezoulous" of Elounda, Ag. Nikolaos, Crete.
On 8.9.2025, the final sale agreement was signed. The properties, with a total area of
approximately 58 acres, were acquired between 2022-2024 as investments. The total agreed
price amounted to three million (3.000.000) €. The resulting profit amounted to €881.984 with
the return on investment for the Company amounting to 40%.
The Company continues to own two more areas of investment properties in Crete, – in Matala,
Heraklion and Plaka, Elounda, Ag. Nikolaou – examining every possibility for the best use of its
existing real estate portfolio.
6th Own Share Acquisition Program
On 23.06.2025, the Own Share Acquisition Program, which had been approved by the Annual
General Meeting of shareholders on 23.06.2023, in accordance with the provisions of article 49
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of Law 4548/2018, expired. The General Meeting had decided, inter alia, to acquire on behalf of
the Company, through the Athens Stock Exchange and within a period of twenty-four (24) months
from the date of the above decision, a maximum percentage of 5% of the then existing shares
of the Company, corresponding to 656.301 shares, with a purchase price range from 0,50
euros/share (minimum limit) to 4,00 euros/share (maximum limit) and to grant authorization to
the Board of Directors of the Company for the implementation of the above decision. In the
context of the execution of the above decision of the General Meeting of shareholders, on
23.02.2024 the Company announced the commencement of the Acquisition Program as of
26.02.2024. During the entire period of duration of the Program, the Company purchased a total
of 38.099 own common registered shares, with an average purchase price of 2,70886 Euro per
share.
In accordance with the decisions of the Annual General Meeting of shareholders of 19.06.2025
and the Board of Directors of 20.10.2025, on 21.10.2025 the implementation of a new Own Share
Acquisition Program with effect until 23.6.2027 commenced, according to which the purchase of
its own (treasury) shares is provided for at a maximum rate of 5% of the total shares existing at
the time of the General Meeting's resolution (19.06.2025) and its paid-up capital, corresponding
to 656.301 shares out of a total of 13.126.020 shares, with a purchase price range of €1,00/
share (minimum) to €6,00/ share (upper limit).
On 31.12.2025 the Company held 102.979 treasury shares, corresponding to 0,78454% of its
paid-up capital.
7th Participation in exhibitions
Following its successful presence in domestic and international exhibitions in 2024, AS Company
continued in 2025 with consistency and a clear strategic orientation, with the aim of further
consolidating its position in the toy market, enhancing brand awareness and expanding its
presence in both the domestic and international markets.
In January 2025, the Company participated in the GIFT EXHIBITION held at the METROPOLITAN
Exhibition Center in Athens, enhancing direct communication with partners and customers in the
domestic market. In February 2025, it participated in the Nuremberg International Toy Fair
("Spielwarenmesse"), one of the most important international exhibitions in the industry, where
new products were presented and AS Company's commercial relations at European level were
strengthened.
At the end of the same month, the Annual Corporate Exhibition was held at the Company's
premises in Attica, which served as a platform for the presentation of innovative products, the
exchange of know-how and the further strengthening of partnerships with its commercial
network.
In November 2025, AS Company participated in the international exhibition held in Deauville,
France, further strengthening its international presence and partnerships.
These actions reflect the Company's firm strategic commitment to the development of its
commercial activity, strengthening its position in the Greek market and at the same time
expanding its European footprint, creating the conditions for a dynamic commercial course within
2026.
8th Payment of Dividends Ordinary & Extraordinary General Meeting
On July 16th, 2025, the dividend approved by the General Meeting of 19.6.2025 was paid by the
paying bank "Piraeus Bank S.A." to the shareholders, which amounted to a net amount to be
collected by the shareholders € 0,1627465604 per share, i.e. a total amount of € 2.130.937,97
(Total Amount of Money Distributed minus dividend tax).
The Extraordinary General Meeting of the Shareholders of the Company on 12.12.2025 decided
the extraordinary cash distribution of a total gross amount of €787.552,55 from the taxed and
undistributed profits of the fiscal year 2022. The above extraordinary cash distribution
corresponds to a gross amount of €0,06/share, which is increased by the distribution amount
corresponding to the 100.539 own shares held by the Company and not entitled to participate in
the distribution. Following the increase, the amount of the distribution corresponds to a gross
amount of 0,0604631180 €/share, while the net amount to be collected by the Shareholders
amounted to 0,0574399621 €/share.
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9th Announcement of the dismissal of the Market Maker.
The Listings and Market Operation Committee of the Athens Stock Exchange, at its meeting on
3.9.2025, approved the resignation of the company – Member of the Athens Stock Exchange
"PANTELAKIS SECURITIES S.A.", from the capacity of Market Maker on the share of the company
"A.S. COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.". Wednesday,
October 1, 2025 has been set as the last day of the market making.
10th Distribution of dividend by the Romanian subsidiary.
On 1.8.2025, the 100% subsidiary of the Company in Romania, following a decision of the parent
company, as the sole partner, approved the distribution of a dividend of €900.000 to the parent
company. This amount comes from previous years' profits as well as from the profits of the first
half of 2025.
11th Distribution of dividend by the subsidiary of Cyprus.
On 24.11.2025 the Board of Directors of the subsidiary in Cyprus approved the payment of a final
dividend of €850.000. The dividend was paid in securities of a total value of €823.944 and in cash
of €26.056.
Then, on 17.12.2025, it approved the payment of an interim dividend of €100.000 to the parent
company, derived from the reserve profits of the subsidiary Company which arose from January
1, 2025 to November 30, 2025.
12th Decision for the closure and liquidation of the subsidiary in Cyprus
The Board of Directors of the Company at its meeting on 30/10/2025 decided the dissolution and
liquidation of the subsidiary in Cyprus, having taken into account the recent developments in the
structure of the retail trade and the optimization of customer service by utilizing the existing
infrastructure and central organization of the Company. Cyprus remains a market of strategic
importance and commercial activity will continue unhindered through the parent Company with
the aim of further strengthening partnerships and sales growth. The implementation of this
decision is expected to be completed within the current year 2026.
13th Issuance of tax certificate for the year 2024
The tax audit of the Company for the fiscal year 2024, carried out by the Certified Public
Accountant in accordance with article 65A of Law 4174/2013, was completed on November 18,
2025, and the corresponding Tax Compliance Report was issued with a conclusion "without
reservation".
14th Amendment of the Company's Articles of Association on its purpose
At the Extraordinary General Meeting of Shareholders on 12.12.2025, it was decided to amend
article 4 of the Company's Articles of Association
C. FINANCIAL RISK MANAGEMENT AND FINANCIAL ASSETS
The Group is exposed to various risks related to its operation and can significantly impact financial
results, business operations and cash flow.
C1. Planning to deal with major risks
The Group's Management has prioritized the following 5 most important risks in terms of achieving
its strategic goals.
- Profitable growth risk. In order to achieve the goals of profitable organic growth, it is
imperative to plan to respond to risks and limit their consequences.
- Risk of sustainable development. In order to achieve the objectives of sustainable
development and to reduce the risk of competitiveness consequences in relation to large
companies that may take advantage of their faster adaptation, there must be
comprehensive plans to deal with them.
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- Internal risk factors. The achievement of the Group's goals and vision requires a healthy
organization, capable of both strengthening existing fundamental competencies and
developing new ones, such as internationalization capabilities, modern digital capabilities
with an emphasis on digitalization, as well as collective leadership with high standards of
corporate governance, adapted to the specificities and size of the Group and the
Company.
- Compliance Risks. Compliance with the requirements of the legislative framework is an
ongoing process that the Group must and strives to respond to consistently.
- Risks from Geopolitical Developments. Geopolitical developments in the wider region
cause uncertainty and affect the global supply chain.
C2. Categorisation of risks
The main risks to which the Company and the Group are exposed have been categorized as
follows:
a. Business Risks
Risks related to the Group's strategy and the industry in which it operates, such as the speed of
response to changing customer/consumer demands, competition, regulatory framework and the
reputation of the Company, as well as issues such as technological innovation.
b. Operational Risks
Risks in relation to the operation of the Group, arising from factors such as the supply chain
(procurement, production, distribution), financial information. Errors – fraud and malicious actions
of third parties that may affect the information system and communications as well as security in
customer service.
c. Financial Risks
Risks arising on the one hand from the general macroeconomic environment and on the other
hand factors that constitute obstacles for the Group to meet its commitments and financial
targets. The primary objective is to maintain a strong credit rating and sound business indicators,
with a view to supporting its business plans.
d. Risks from Geopolitical Developments
Global geopolitical developments continue to create significant uncertainty for economic and trade
activity. In particular, the trade policies of major economies, such as the United States, armed
conflicts in Eastern Europe and the Middle East, as well as tensions in areas of important maritime
trade corridors, can affect the global supply chain, leading to delays in the supply of raw materials,
increased transport costs and changes in product prices. At the same time, the volatility in
exchange rates and the increase in logistics costs may affect profitability and pricing policy,
requiring risk management strategies and flexibility in the Company's commercial decisions.
The Group does not conduct trade with Middle Eastern countries that are directly or indirectly
involved in the conflict with Iran.
However, developments in the war in Iran are expected to negatively affect transport costs, as
more than 70% of the Group's imports come from China.
At the same time, key suppliers in China have already announced their intentions to increase
prices on their products, citing rising energy costs.
Under the current circumstances, and if the conflict is prolonged, Management estimates that the
gross profit margin may fall by 2% up to 5%.
C3. Description of the most important risks and uncertainties
The main risks that have a direct impact on the financial results are listed.
(a) Exchange rate risk
This risk relates to the ratio of the euro to other currencies related to the sales and purchases of
the Company and its Subsidiaries.
The Group makes a significant part of its imports originating in China and Hong Kong which are
priced in US dollars (USD). In 2025, dollar purchases accounted for 74,1% of total purchases
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compared to 71,2% of purchases in the corresponding previous year. The value of dollar (USD)
imports is up 7,08% in comparison to the corresponding period last year.
The Group has cash and investment products denominated in dollars (USD), which cover 45,0%
(2024: 47,3%) of the value of dollar imports made in 2025.
The average euro/dollar exchange rate over the last 3 years has been as follows:
2023
2024
2025
Average exchange rate
1,082
1,085
1,129
Annual Change %
0,3%
4,0%
Due to the Group's activity in Romania through the subsidiary AS KIDS TOYS S.R.L., there is a
foreign exchange risk related to the valuation of the equity, as the assets are valued in Romanian
lei (RON). The average exchange rates of the Romanian lei (RON) against the Euro for the years
2023 to 2025 were as follows.
2023
2024
2025
Average exchange rate
4,9498
4,9756
5,0424
Annual Change %
0,5%
1,3%
Based on the Group's total equity figures, this risk remains at low levels.
In 2025, the Group did not use financial derivatives to reduce exposure to foreign exchange risk
arising from the markets.
(b) Interest rate risk
The Group Companies have credit limits in banks, however due to liquidity they have not resorted
to bank lending in 2025 and all their working capital needs are financed by own cash.
The Group does not use financial derivatives in order to reduce its exposure to the risk of changes
in interest rates, as of the date of preparation of the Financial Report.
The Group monitors developments very closely, adjusts its policy to protect its high reserves and
continues to invest in highly investment-grade portfolios.
Management considers that the aforementioned risk is not expected to materially affect the
financial position of the Company and the Group.
(c) Risk of fluctuations in commodity market prices and dependence on the supply of commodities
Given that a large part of the Group's toys originate from China, any changes in China's trade
relations with the European Union, the exchange rate of the Chinese yuan against the USD —
which accounts for a significant part of the Group's purchases — and transportation costs may
affect, as the case may be, positively or negatively, on the one hand, customer supply and sales,
and on the other hand, the Cost of Sales and the Group's profitability.
Given that more than 70% of the Group's products originate from China and Hong Kong in order
to limit the economic impact of extraordinary events (indicatively: temporary embargo –
imposition of tariffs, etc.), Management has adopted a policy of higher stocks to ensure the
smooth supply of its customers.
The Company continuously monitors economic developments in the toy market in China, while
maintaining long-term partnerships with its existing supplier network. In addition, it systematically
monitors exhibitions held in China, with the aim of exploring and evaluating alternative suppliers
that could meet its operational needs.
(d) Credit and liquidity risk
The Company and the Group are exposed to credit risk due to the possible inability of customers
to fulfill their contractual obligations. To limit risk, a rational credit policy is applied, with an
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assessment of customers' creditworthiness based on market data and banking information. The
receivables come mainly from wholesalers and large customers, with continuous monitoring of
credits and, where necessary, additional guarantees.
Potential credit risk also exists in cash and investments, due to the possible weakness of
counterparties. The Group ensures diversification and invests in highly rated institutions,
significantly reducing risk, both in Greek systemic banks and in highly rated international banks.
Liquidity risk refers to the possibility of insolvency of financial obligations. According to the
financial statements, both at the Company and Group level, the liquidity risk is fully controlled,
as confirmed by the working capital ratio.
Potential credit risk exists in cash and cash equivalents, as well as in investments. In such cases,
the risk may arise from the inability of the counterparty to meet its obligations to the Group. The
Group ensures that it maintains appropriate diversification, and invests in institutions with an
increased credit rating to reduce risk.
The credit risk, which may arise from the inability of financial institutions to meet their obligations
to the Group in terms of investment and cash investments, has been significantly reduced, as the
most significant part of these are placed either in systemic Greek banks or in international banks
outside Greece, of high investment grade.
The liquidity risk is located in the possibility that the Group will find itself in a position that will
not allow it to meet its financial obligations. As can be seen from the financial statements, both
at the Company level and at the Group level, the liquidity risk is fully controlled (see working
capital ratio).
GROUP
31.12.2025
31.12.2024
31.12.2023
Current Assets / Current Liabilities
Ratio
514,9%
462,9%
495,7%
COMPANY
31.12.2025
31.12.2024
31.12.2023
Current Assets / Current Liabilities
Ratio
528,2%
459,8%
484,9%
With regard to cash flow risk, it is noted that the Company and its subsidiaries are adequately
protected, which is due to: a) their good cash flows as mentioned above, b) the high
creditworthiness they have from banking institutions, c) the Company's financial assets, the
displayed value of which in the financial statements does not deviate from their fair value d) the
safeguarding of cash in banks with good evaluation by international firms and e) the placement
of the Company's reserves for investment in marketable securities.
As for the Romanian subsidiary, on 31.12.2025 it had cash reserves of €215 thousand, while it
has secured a line of financing from a bank of €200.000 which it has not used to date.
Due to the seasonality of the Group's product category, rational management of working capital
is required, as a possible weakness may burden its results with additional financial expenses. The
Group has sufficient lines of financing from Banking organizations.
The following tables summarize the maturity dates of the financial liabilities of the Company and
the Group, which appear on the date of preparation of the Financial Statements, based on the
payments arising from the relevant loan agreements or agreements with the counterparties.
Group
Totals
Up to 1 year
From 1 to 5 years
2025
2024
2025
2024
2025
2024
Debts to suppliers
3.931.646
4.096.052
3.931.646
4.096.052
0
0
Lease liabilities
626.624
811.902
153.021
161.610
473.603
650.292
Other short-term
liabilities
4.482.051
4.142.128
4.482.051
4.142.128
0
0
Total
9.040.322
9.050.083
8.566.718
8.399.791
473.603
650.292
Company
Totals
Totals
From 1 to 5 years
2025
2024
2025
2024
2025
2024
Lease liabilities
622.112
747.978
148.508
135.394
473.603
612.584
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Debts to Suppliers
3.815.484
3.893.359
3.815.484
3.893.359
0
0
Other short-term
liabilities
4.076.907
3.870.064
4.076.907
3.870.064
0
0
Total
8.514.503
8.511.401
8.040.900
7.898.816
473.603
612.584
In view of the above, the Group's Management considers that the cash and short-term
investments, combined with the available liquidity raising capabilities that have been mentioned,
are sufficient to effectively hedge the aforementioned risks.
(e) Insurance Risk (non-financial risk)
Given that the majority of the Company's goods are forwarded from its Warehouse to customers,
the Company should be protected from its exposure to the risk of a policyholder from the
insurance of its products.
To this end, the Company insures its facilities at fair values by a consortium of insurance
companies, which gives it adequate insurance coverage for all major risks.
The subsidiaries of Romania and Cyprus do not have their own warehouses and the movement
of goods is carried out through the Company's warehouse facilities. The products are insured
during their transport, both to the Company's warehouses and until their delivery to the
subsidiaries.
(f) Risks from the possible impairment of financial assets and other investments
The Company makes short-term placements – investments (mainly bonds) of high credit rating,
after first evaluating the relevant evaluations by international agencies. As a rule, the bonds, in
which it invests part of its cash, are transferable securities, are traded mainly in the secondary
market but also in other organized markets. The risks arising from bond investments are a) risk
of default of the invested coupon capital b) market risk related to fluctuations in bond prices, as
a result of changes in interest rates and inflation, c) liquidity risk, resulting in the bond being sold
at a price below the fair valuation and d) risk of early repayment by the issuer, resulting in a
reduction in the expected return and an inability to reinvest the capital in products with similar
returns.
The Company's Management, aiming to mitigate its investment risk, has invested a part of its
reserves in real estate, as part of an overall plan for safer and more efficient utilization of the
high liquidity available to the Group. The analysis of the
Financial Assets & Other Investments is set out in the table below.
31.12.2025
%
31.12.2024
%
Investment Properties
2.125.075
10,0%
4.241.741
21,1%
Bond Investments
12.747.804
60,2%
12.138.410
60,4%
Available
6.298.650
29,8%
3.713.415
18,5%
21.171.529
20.093.566
(g) Seasonality Risk
The Group operates in a sector that is highly seasonal, especially during the Christmas and Easter
periods. Indicatively, the Group's sales in the last quarter of the fiscal year – Christmas period –
constitute 33% to 43% of its annual sales. This seasonality requires proper planning of receipts
and timely delivery of the quantities requested by our customers.
Any inability of the Group to cope with the increased demand during these periods will negatively
affect the financial results of the entire fiscal year. In view of this risk, the Company takes care,
as far as possible, to plan orders and receipts in a timely manner, in order to maintain sufficient
stocks.
(h) Exposure to ESG Risks
The Group takes into account the risks and opportunities arising from environmental, social and
corporate governance (ESG) factors, which may affect its operation and long-term viability.
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At the environmental level, the risks associated with climate change and the energy transition are
recognised, as well as the opportunities arising from the use of recycled raw materials and
investments in renewable energy sources.
At the same time, the Group emphasizes on social responsibility issues, which concern the health
and safety of employees, relations with partners and suppliers, as well as the responsible
marketing of its products.
At the level of corporate governance, procedures and practices are implemented that enhance
transparency, regulatory compliance and effective risk management, adapted to the size and
structure of the Group.
Through the above, the Group seeks to strengthen the resilience and sustainability of its activities,
with a balanced approach between economic performance, responsible operation and long-term
value.
Other Risks
The demand for the Company's products is affected by exogenous factors such as economic
uncertainty, reduction of consumption and consumer preference for products with an affordable
selling price. In this context, the Company's Management has selected quality products and with
a wide range of prices, which are attractive to consumers all year round.
The Group's Management aims to limit the potential negative effects of these risks on its financial
results by monitoring and adapting the Group's operation to the current conditions in a timely
manner.
D. COMPANY STRATEGY AND PROSPECTS FOR 2026
During the fiscal year 2025, the Group continued its business activity unhindered, remaining firmly
committed to its strategic planning and further strengthening its position in the markets in which
it operates. This course confirms the long-term resilience and flexibility of its business model, as
well as its ability to maintain a high level ofoperational and financial stability, even in conditions
of heightened uncertainty.
The international macroeconomic and geopolitical environment during the fiscal year 2025, as
well as at the beginning of fiscal year 2026, remained particularly volatile. The ongoing
developments in Ukraine, combined with tensions in the Middle East and in critical international
trade corridors, such as the Red Sea and the Strait of Hormuz, continued to negatively affect the
functioning of the global supply chain, significantly increasing the cost of transport, products and
creating an increased level of uncertainty in the consumer environment and their "wallet". At the
same time, the international financial environment, despite partial signs of gradual normalization,
maintained characteristics of increased interest rates and high financing costs, affecting both
demand and business planning.
In this demanding environment, the Group recorded a positive course in 2025, remaining
consistent with its timelessly conservative risk management approach. Management evaluates
the results of the fiscal year in terms of sustainability, maintaining financial balance, and creating
value over the long term, avoiding options that could increase exposure to business or financial
risks.
The Group's strategy continues to focus on its core business area, namely the children's toy
sector, baby development products and lifestyle products for teens and adults, with an emphasis
on the continuous enrichment of the product portfolio, the maintenance of a competitive pricing
policy and the continuous improvement of operational efficiency. At the same time, the disciplined
management of operating costs and the strengthening of organizational flexibility remain key
axes of the strategic direction.
In the context of the further development of its activities, the commercial cooperation with the
manufacturer of Chicco products, which was included in the Group's strategy as early as the year
2024, evolved in a gradual and controlled manner. Management proceeded with targeted
organizational adjustments and investments in infrastructure, while placing particular emphasis
on the effective coordination of the operating units, with the aim of supporting the expansion of
the Group's presence in the field of baby care.
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During the fiscal year, the digital transformation and optimization of internal processes continued,
with the aim of enhancing operational efficiency, improving the quality of administrative
information and more effectively supporting commercial activity. These actions shall be
implemented in a consistent manner with the principles of good corporate governance and
prudent risk management.
As far as investments in the real estate and tourism sectors are concerned, Management
maintains its strategic approach unchanged, emphasizing the careful and selective evaluation of
investment opportunities, with the aim of creating goodwill in the medium to long term and the
optimal utilization of existing assets.
The Group's financial position remains strong, with zero leverage, high liquidity levels and limited
exposure to financial risks. Management continues to implement a prudent treasury management
policy, ensuring the required flexibility and the ability to adapt immediately to an environment of
ever-changing conditions.
Outlook for 2026
For 2026, the Group's outlook is assessed with caution, taking into account the persistence of
geopolitical tensions and macroeconomic uncertainties at the international level. Within this
framework, the strategic direction remains oriented towards ensuring operational efficiency,
prudent cost and supply chain management, as well as the gradual and targeted utilization of
commercial partnerships and activities.
The Group does not conduct trade with Middle Eastern countries that are directly or indirectly
involved in the conflict with Iran. However, developments in the war in Iran are expected to
negatively affect transport costs, as more than 70% of the Group's imports come from China. At
the same time, key suppliers in China have already announced their intentions to increase prices
on their products, citing rising energy costs. Under the current circumstances, and if the conflict
is prolonged, Management estimates that the gross profit margin may decrease by 2% to 5%.
Management will continue to closely and systematically monitor developments in both the
international and domestic economic environment, adjusting, where necessary, its strategy, with
a view to protecting the interests of shareholders and achieving sustainable and long-term
growth.
E. TRANSACTIONS WITH RELATED PARTIES
Related parties within the meaning of IAS 24 mean, in addition to subsidiaries and related
companies, the members of Management and the Directors and their close relatives.
The shareholders (natural or legal persons) who held on 31.12.2025, directly or indirectly, more
than 5% of the total number of shares and the relevant voting rights of the Company are listed
in the table below.
Shareholder's name
Participation percentage*
1. Andreadis Efstratios
31,35975%
2. Andreadou Anastasia
31,08181%
Transactions with related parties during the fiscal year 2025, i.e. intercompany sales/purchases
and intercompany balances, all related to transactions within the scope of the Company's purpose
of operation and in market terms.
The overall framework of activities of the Company and its affiliated companies concerns AS
COMPANY CYPRUS LTD and AS KIDS TOYS S.R.L. No intercompany transaction was carried out
beyond those described above.
Sales
2025
2024
AS COMPANY CYPRUS LTD
921.137
1.023.585
AS KIDS TOYS S.R.L
1.467.684
1.341.452
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Total
2.388.822
2.365.037
Purcahases
2025
2024
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
Other Transactions
2025
2024
AS COMPANY CYPRUS LTD
71.107
82.954
AS KIDS TOYS S.R.L
105.931
123.376
Total
177.037
206.331
Balances from trade transactions
Receivables
2025
2024
AS COMPANY CYPRUS LTD
402.348
547.661
AS KIDS TOYS S.R.L
671.593
739.552
Total
1.073.941
1.287.213
Obligations
2025
2024
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
In the fiscal year 2025, a dividend was approved to the Parent Company by the subsidiary AS
COMPANY CYPRUS LIMITED amounting to Euro 950.000 and by the subsidiary AS KIDS TOYS
SRL amounting to Euro 900.000. (2024: from the subsidiary AS COMPANY CYPRUS LIMITED to
the Parent Company of the amount of Euro 1.630.000).
The gross dividend proposed by the Board of Directors of the Company for approval by the Annual
General Meeting of the shareholders of the Company for the year 2026, from the earnings of the
year 2025 amounts to € 0,19 per share compared to € 0,17 of the corresponding year last year,
i.e. increased by 11,8%.
The benefits to the Company's Managers and Management are analyzed as follows:
Executive Remuneration
and Transactions
Group
Company
Short-term employee
benefits
2025
2024
2025
2024
Remuneration
932.917
613.197
902.917
613.197
Social Security Costs
142.140
92.343
141.270
92.343
Total
1.075.057
705.540
1.044.187
705.540
Remuneration and
Transactions of BoD
Members
Group
Company
Short-term benefits
2025
2024
2025
2024
Remuneration
409.148
449.748
409.148
419.748
Social Security Costs
75.265
79.119
75.265
78.249
Stamp duty for the
remuneration of the Board of
Directors
0
5.037
0
5.037
Other fees
53.480
43.180
53.480
43.180
Total
537.893
577.084
537.893
546.214
During the fiscal year 2025, four (4) new Executives were brought in, following the assumption
of increased responsibilities and responsibilities, in accordance with the approved new
organizational chart of the Company
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No loans have been granted to members of the Board of Directors or to Executives (and their
families). There were no changes in the transactions between the Company and its related
persons that could have material consequences on the financial position and performance of the
Company.
The remuneration paid during the fiscal year 2025 to the Chairman of the Board of Directors, Mr.
Efstratios Andreadis, the Executive Vice President of the Board of Directors, Mrs. Anastasia
Andreadou, to the Executive Member, Mr. Konstantinos Andreadis, the Non-Executive Vice
Chairman of the Board of Directors, Mr. Apostolos Petalas and the Non-Executive Member, Mr.
Theofilos Mechteridis, relate to remuneration in their capacity as members of the Board of
Directors. The Company does not proceed with the payment of remuneration to the Members of
the Board of Directors for their capacity as Members of the Audit & Remunerations and
Nominations Committees. Also, the remuneration of the non-executive members of the Board of
Directors, Messrs. Athanasios Chrysafidis and Georgios Vletsos, concern remuneration in their
capacity as members of the Board of Directors.
In accordance with the decision of the Annual General Meeting on 19.06.2025, the payment of
the annual gross remuneration from the profits of the closing fiscal year 1.1.2024 – 31.12.2024
was approved.
The non-executive member of the Board of Directors, Theofilos Mechteridis, was also paid fees
due to the provision of customs broker services, in the context of his professional cooperation
with the Company, based on a relevant evaluation by the Remuneration Committee and the Board
of Directors and a corresponding contract. The remuneration paid to the executive member of
the Board of Directors, Mrs. Theodora Koufou, concerns the provision of employment services to
the Company throughout the fiscal year. Managers who are not members of the Board of Directors
received remuneration based on the employment contracts they have with the Company.
Also, by the General Meeting of the shareholders on 19.06.2025, the payment of an additional
remuneration (bonus) of 159.487 euros (including employer contributions) to the Company's
executives from the profits of the year 2024 was approved.
F. CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement has been prepared in accordance with article 152 of Law
4548/2018, Law 4706/2020 and the relevant decisions, circulars and instructions of the Hellenic
Capital Market Commission (hereinafter "HCMC"). It is included in the Annual Management Report
of the Board of Directors of the Company (hereinafter the “BoD”) for the fiscal year 2025, as a
special part thereof and is available through the Company's website. The following correspond to
the current legal and factual situation of the Company.
CONTENTS
I. Principles of Corporate Governance
II. Corporate Governance Code (C.G.C.)
III. Corporate Governance Practices in addition to the requirements of the legislation
IV. Deviations from the C.G.C. – Justification
V. Description of the main features of the internal control and risk management systems of the
Company and the Subsidiaries in relation to the preparation of the financial statements
VI. Information required pursuant to Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC
of the European Parliament and of the Council of 21 April 2004 on takeover bids, should the
Company be subject to this Directive.
VII. Information on the operation of the General Meeting of shareholders and its basic powers,
as well as a description of the rights of the shareholders and the manner in which they are
exercised.
VIII. Information on the composition and mode of operation of the Board of Directors
IX. Information on the composition and operation of the Audit Committee
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X. Information on the composition and operation of the Remunerations and Nominations
Committee
XI. Diversity policy in administrative, management and supervisory bodies.
XII. Evaluation of the Company's Internal Control System by an independent evaluator.
XIII. Evaluation of the Corporate Governance System
XIV. Evaluation (individual – collective) of the Board of Directors, Chairman and CEO, General
Manager and Self-Evaluation of Board Committees with the assistance of an external evaluator.
I. Principles of Corporate Governance
The Company has adopted and implements the Principles of Corporate Governance, in accordance
with the applicable Legislation and applicable international practices, in combination with its
principles and corporate culture, with the aim of functionality and efficiency, transparency to the
investing public and safeguarding the interests of shareholders and all those who are in any way
connected with its operation.
II. Corporate Governance Code (C.G.C.)
In the context of the implementation of the current legislative framework and in accordance with
the specific provisions of article 17 of Law 4706/2020 and Decision 2/905/3.3.2021 of the Board
of Directors of the Hellenic Capital Market Commission, the Company has voluntarily adopted, by
the decision of its Board of Directors dated 15.7.2021, the Hellenic Corporate Governance Code
(June 2021) of the Hellenic Corporate Governance Council (HCGC), with deviations that were
deemed to be consistent with the specific characteristics of the Company and make its
management flexible and functional. This decision was initially updated by the no.
851/21.02.2025 minutes of the Board of Directors and then with the no. 866/25.07.2025 minutes
of the Board of Directors For the current deviations in force see below, under IV.
The adopted Code, in its original form (without deviations), can be found at:
https://www.esed.org.gr/web/guest/code-listed
The Board of Directors may make amendments regarding the deviations from the C.G.C. adopted
by the Company, always within the framework of the current regulatory framework and the C.G.C.
itself.
III. Corporate Governance Practices in addition to the requirements of the legislation
The Company does not apply additional Corporate Governance practices, beyond those provided
for by the adopted C.G.C. and the applicable Legislation.
IV. Deviations from the Corporate Governance Code – Justification
The Company had initially adopted the CGC, specifying specific deviations reflected in the no.
762/15.07.2021 minutes of the Board of Directors. Within 2025, the Board of Directors of the
Company updated the deviations from the CGC in the meetings of 21.02.2025 and 25.07.2025,
respectively. Therefore, during the fiscal year 2025, the defined deviations from the CGC are
determined as follows, for the time periods: a) from 01.10.2025 to 20.02.2025, b) from
21.02.2025 to 24.07.2025 and c) from 25.07.2025 to 31.12.2025.
IV.a. With its minutes no. 762/15.07.2021, the Board of Directors adopted the 2021 CGC,
specifying the following deviations from it. The following deviations concern the period from
01.10.2025 to 20.02.2025:
1. Clause 1.20. of the Code stipulates that:
"The members of the Board of Directors receive the Agenda of the next meeting and the
supporting documents in a timely manner, i.e. before the expiration of the mandatory deadlines
of the Law, so that they can be studied, taking into account each time the complexity of the
issues to be discussed."
➢ Deviation and Justification:
Article 14 par. 3 of the Company's Articles of Association provides that:
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"3. The Board of Directors is convened by the Chairman or his deputy, by invitation notified to its
members at least two (2) working days before the meeting and at least five (5) working days if
the meeting is to be held outside the company's headquarters. The invitation must necessarily
clearly state the items on the agenda, otherwise decision-making is allowed only if all its members
are present or represented and no one objects to the decision-making. In the case of a meeting
by teleconference, the invitation to the members of the board of directors must also include all
the necessary information for their participation in the meeting."
According to article 94 of Law 4548/18 and article 15 par. 4 of the Company's Articles of
Association provides that:
"4. The preparation and signing of minutes by all the members of the Board of Directors or their
representatives shall be equivalent to a decision of the Board of Directors, even if no meeting has
preceded. This provision also applies if all the directors or their representatives agree that their
majority decision will be recorded in minutes, without a meeting. The relevant minutes are signed
by all Directors. The signatures of the Directors or their representatives may be replaced by an
exchange of messages by e-mail or other electronic means, if this is provided for in the Articles
of Association. The minutes drawn up in accordance with the present shall be recorded in the
Book of Minutes, in accordance with article 93 of Law 4548/2018".
The Rules of Operation of the Board of Directors, which will be drafted in compliance with clause
1.15. of the Code, it will be provided that the members of the Board of Directors will be able to
take a decision without complying with the formalities of the Law, provided that no member raises
an objection, even without a prior meeting, under the conditions provided for in article 94 of Law
4548/18 and articles 14 and 15 par. 4 of the Company's Articles of Association. In practice, it has
been proven that in many cases and as long as the nature and subject matter of the issue under
discussion does not require prior information and study thereon, the Board of Directors may take
decisions as above, for reasons of speed and flexibility. It is considered that no risk arises from
the above deviation.
2. Clause 2.2.12. of the CGC 2021 stipulates that:
"2.2.12. The independent non-executive members shall not be less than one second (1/2) of the
total number of members of the Board of Directors".
➢ Deviation and Justification:
According to the current structure of the Board of Directors, it consists of eight (8) members, of
which three (3) executive members and five (5) non-executive members. Of the non-executive
members, three (3) are independent non-executives. This scheme has proven to be functional
and flexible in practice; it fulfills the requirements of the current regulatory framework in terms of
the necessary number of independent non-executive members in relation to executive members,
as well as the staffing needs of the Committees of the Board
of Directors with the persons and
capacities provided for on a case-by-case basis. In accordance with the above, it is considered
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that at this stage, with the structure and needs of the Company, the administration and
management of the Company's affairs is served in the best possible way, without requiring the
independent non-executive members of the Board of Directors to be at least half of its independent
non-executive members. It is estimated that no risk arises from the above deviation.
3. According to Clauses 2.2.21., 2.2.22. and 2.2.23. of the Code:
"2.2.21. The Chairman shall be chosen by the independent non-executive members. In the event
that the Chairman is chosen by the non-executive members, one of the independent non-
executive members is appointed, either as a Vice-Chairman or as a Senior Independent Director.
2.2.22. The independent non-executive Vice-Chairman or the Senior Independent Director, as the
case may be, shall have the following responsibilities: to support the Chairman, to act as a liaison
between the Chairman and the members of the Board of Directors, to coordinate the independent
non-executive members and to lead the evaluation of the Chairman.
2.2.23. Where the Chairman is executive, the independent non-executive Vice-President or the
Senior Independent Director shall not replace the President in his executive duties.'
➢ Deviation and Justification:
In accordance with the current Articles of Association of the company (article 12), the Board of
Directors elects an Executive Chairman, a non-executive Vice-Chairman and an executive Vice-
Chairman. In the event that the Chairman is absent or prevented from exercising his duties,
he/she is replaced as Chairman of the Board of Directors, in his/her non-executive duties by the
non-executive Vice-Chairman, and in his/her executive duties by the executive Vice-Chairman, in
case of absence or impediment, by another member of the Board of Directors in a corresponding
capacity, who will be specially determined by the Board of Directors.
The above regulations cover the provision of paragraph 2 of article 8 of Law 4706/2020,
according to which:
"In the event that the Board of Directors, by way of deviation from par. 1, appoints as Chairman
one of the executive members of the Board of Directors, mandatorily appoints a Vice-Chairman
from among the non-executive members".
Therefore, the adopted structure of the Board of Directors meets the conditions and definitions of
the Law and is considered to be functional and adequate, both in terms of regulatory compliance,
as well as the flexibility and effectiveness of exercising the respective responsibilities. It is
estimated that no risk arises from the above deviation.
4. According to Clauses 2.3.1., 2.3.2., 2.3.3. and 2.3.4. of the Code:
2.3.1. The Company has a framework for filling positions and succession of the members of the
Board of Directors, in order to identify the needs for filling positions or replacement positions and
to ensure the smooth continuity of the administration and the achievement of the Company's
purpose each time.
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2.3.2. The Company ensures the smooth succession of the members of the Board of Directors by
gradually replacing them in order to avoid lack of management.
2.3.3. The succession framework shall take into account in particular the findings of the Governing
Board of Directors’ evaluation in order to achieve the required changes in composition or skills
and to maximize the effectiveness and collective suitability of the Board of Directors.
2.3.4. The Company also has a succession plan for the Chief Executive Officer. The preparation
of a sound succession plan for the CEO is entrusted to the nomination committee, which in this
case ensures that:
• identification of the required qualitative characteristics that the person of the CEO should have,
• continuous monitoring and identification of potential internal candidates,
• where appropriate, search for possible external candidates;
• and liaise with the Chief Executive Officer regarding the evaluation of candidates for his position
and other senior management positions".
Also, Clause 3.3.2. of the Code provides that:
"3.3.2 "The Board of Directors shall ensure for the Company the appropriate succession plan, for
the smooth continuation of the management of the Company's affairs and decision-making
following the departure of its members, especially executive and committee members".
➢ Deviation and Justification:
The Company, in the context of its compliance with the new legal framework of Law 4706/2021
and Circular 60/18.9.2020 of the Hellenic Capital Market Commission, with its decision no.
47/25.6.2021 decision of the General Meeting of its shareholders approved the Suitability Policy
of the members of the Board of Directors. The Company complies in principle with terms 2.3.1.,
2.3.2. and 2.3.3. of the Code, regarding the existence of a framework for the replacement and
succession of the members of the Board of Directors, especially with regard to the independent
members of the Board of Directors, but does not have a succession plan for the Chief Executive
Officer. If any issue arises of change, replacement of members of the Board of Directors, but also
of the Chief Executive Officer, the Remunerations and Nominations Committee takes action,
which, having the responsibilities of articles 11 and 12 of Law 4706/2020 and applying the
provisions thereof, circular 60 of the HCMC and the Company Suitability Policy adopted by the
Company, proceeds to the identification and examination of the candidates and submits its
proposal to the Board of Directors, for the persons it deems suitable for the acquisition of the
status of member of the Board of Directors. The Board of Directors is then competent, in the
context of the process of its formation and assignment of responsibilities, to proceed in
accordance with the Company's Articles of Association to the appointment of a Chief Executive
Officer. It is considered that the risk of the above deviation is low.
5. Clauses 2.4.3. and 2.4.4. of the Code provide for the following:
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"2.4.3. The remuneration of the executive members of the Board of Directors and the Company's
senior executives is related to the size of the Company, the complexity of its action, the extent
of their responsibilities, their degree of responsibility, the corporate strategy, the objectives of
the Company and their realization, with the ultimate goal of creating long-term value for the
Company. The process for developing a remuneration policy is characterized by objectivity and
transparency. The additional remuneration of the members of the Board of Directors should be
linked to the achievement of certain objectives and should be dependent on or justified by the
Company's financial results based on its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information is shown separately in the remuneration
report, but also in their approval by the general meeting".
➢ Deviation and Justification:
The Company has not provided in the Remuneration Policy it has adopted, nor does it grant the
members of the Board of Directors additional remuneration related to the achievement of certain
objectives or remuneration which depends on or is justified by the financial results of the
Company based on its annual financial statements. Similarly, no additional remuneration is
provided for and granted to the members of the Board of Directors for their participation in other
committees. All members of the Board of Directors, in such capacity, receive fixed remuneration,
which is determined by the Remuneration Committee to correspond to the financial situation of
the Company and the market conditions, taking into account various factors, such as the specific
duties of each member, the need to allocate the time required for their execution, etc. It is
considered that no risk arises from the above deviation.
6. Clause 2.4.10. of the Code provides for the following:
2.4.10. The Board of Directors examines and links the remuneration of executive members to
indicators related to ESG and sustainable development issues that could add long-term value to
the Company. In this case, the Board of Directors shall ensure that these indicators are relevant
and reliable and promote the proper and effective management of ESG and sustainable
development issues."
➢ Deviation and Justification:
The Company does not link the remuneration of the executive members of the Board of Directors
to the above indicators, given that fixed remuneration is paid, based on the prevailing general
economic conditions, as well as the financial situation of the Company itself. It is noted that the
Company is not obliged - due to its size - to publish non-financial statements, in accordance with
Regulation 2014/95/EU and Law 4548/2018. It is estimated that no risk arises from the above
deviation.
7. Clauses 3.3.3., 3.3.4. and 3.3.5. of the Code provide for the following:
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3.3.3 The Board of Directors annually assesses its effectiveness, the fulfilment of its tasks and its
committees.
3.3.4 The Board of Directors collectively, as well as the Chairman, the Chief Executive Officer and
the other members of the Board of Directors are evaluated annually in terms of the effective
performance of their duties. At least every three years, this evaluation is facilitated by an external
consultant.
3.3.5 The evaluation process is chaired by the Chairman in cooperation with the nomination
committee. The Board of Directors also evaluates the performance of its Chairman, a process that
is headed by the nomination committee."
➢ Deviation and Justification:
Whereas the provision of clause 3.3.5. of the Code takes it for granted that the Chairman of the
Board of Directors is non-executive, while in the Company the Chairman is executive and for this
reason a non-executive Vice-Chairman is appointed, the latter will preside over the evaluation
process, which will be carried out in cooperation with the nomination committee. It is estimated
that no risk arises from the above deviation.
8. In Clauses 5.1. and 5.6. of the Code, the following are provided, in
accordance with the provision of article 14 par. 3l of Law 4706/2020 and Article 151
of Law 4548/2018:
"MANDATORY PROVISION
5.1 Among others, the Company's rules of operation include the sustainable development policy
followed by the Company, where required. […]
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy)
➢ Deviation and Justification:
According to the first subparagraph of par. 1 of article 151 of Law 4548/2018:
"1. Large Sociétés
Anonymes which are entities of public interest, within the meaning of Annex A of Law 4308/2014,
and which, at the balance sheet date, exceed the average number of five hundred (500)
employees during the financial year, include in the management report a non-financial statement
containing information, to the extent necessary for the understanding of the development, the
performance, position and impact of its activities, in relation to, at least, environmental, social
and labour issues, respect for human rights, the fight against corruption and corruption-related
issues. [..]»
The Company, due to its size, does not fall under the conditions for the application of
the above provision, which leads to the obligation to adopt a sustainable development policy.
Therefore, a deviation from clause 5.1 of the Code is introduced, given that the Company's Rules
of Operation is not required to include its sustainable development policy. The Company does not
intend to immediately adopt and implement a policy on ESG and sustainable development issues
(Sustainability Policy), in accordance with clause 5.6. of the Code, to the extent that it is not
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mandatory under the current regulatory framework. The Board of Directors will consider the
adoption of such a policy in the future.
IV.b. Subsequently, with its minutes no. 851/21.02.2025, the Board of Directors adopted the
2021 CGC, specifying the following deviations from it. The following deviations concern the period
from 21.02.2025 to 24.07.2025:
4. Clause 1.20. of the Code stipulates that:
"The members of the Board of Directors receive the Agenda of the next meeting and the
supporting documents in a timely manner, i.e. before the expiration of the mandatory deadlines
of the Law, so that they can be studied, taking into account each time the complexity of the
issues to be discussed."
➢ Deviation and Justification:
Article 14 par. 3 of the Company's Articles of Association provides that:
"3. The Board of Directors is convened by the Chairman or his deputy, by invitation notified to its
members at least two (2) working days before the meeting and at least five (5) working days if
the meeting is to be held outside the company's headquarters. The invitation must necessarily
clearly state the items on the agenda, otherwise decision-making is allowed only if all its members
are present or represented and no one objects to the decision-making. In the case of a meeting
by teleconference, the invitation to the members of the board of directors must also include all
the necessary information for their participation in the meeting."
According to article 94 of Law 4548/18 and article 15 par. 4 of the Company's Articles of
Association provides that:
"4. The preparation and signing of minutes by all the members of the Board of Directors or their
representatives shall be equivalent to a decision of the Board of Directors, even if no meeting has
preceded. This regulation also applies if all the directors or their representatives agree that their
majority decision will be recorded in minutes, without a meeting. The relevant minutes are signed
by all Directors. The signatures of the directors or their representatives may be replaced by an
exchange of messages by e-mail or other electronic means, if this is provided for in the statutes.
The minutes drawn up in accordance with the present shall be recorded in the book of minutes,
in accordance with article 93 of Law 4548/2018".
Rules of Operation of the Board of Directors have been drafted and adopted since November
2022, which have been drafted in compliance with clause 1.15. of the Code. The Rules of
Operation of the Board of Directors provide, among other things, that:
«[..] II. Calendar of meetings – Corporate Secretary
At the beginning of each calendar year, the Board of Directors prepares an indicative calendar
of meetings and an annual action plan, which is revised according to developments and the
needs of the Company, in order to ensure the correct, complete and timely fulfillment of its
duties, as well as the examination of all issues on which it takes decisions. At the same time, a
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calendar of regular meetings of the Committees of the Board of Directors [Audit Committee &
Remunerations and Nominations Committee] is drawn up.
The Board of Directors is supported by a capable, qualified and experienced corporate secretary,
in order to assist in compliance with internal procedures and policies, applicable laws and
regulations and to operate effectively and efficiently. The corporate secretary is responsible, in
consultation with the Chairman, for ensuring immediate, clear and complete information to the
Board of Directors, the integration of new members, the organization of General Meetings, the
facilitation of communication between shareholders and the Board of Directors and the
facilitation of communication between the Board of Directors and the senior executives.
[…]
XIII. Convening and Meeting of the Board of Directors
The Board of Directors meets whenever the law, the Articles of Association or the needs of the
Company require it, at the Company's headquarters or at its branch in Attica. The Board of
Directors validly convenes outside its headquarters in another place, either in Greece or abroad,
provided that all its members are present or represented at this meeting and no one objects to
the holding of the meeting and the taking of decisions. The Board of Directors may meet by
teleconference. In this case, to the extent required, the invitation to the members of the Board
of Directors includes the necessary information for their participation in the meeting. The Board
of Directors is convened by the Chairman or his deputy, with an invitation notified to its members
at least two (2) working days before the meeting and at least five (5) working days if the
meeting is to be held outside the Company's headquarters. The invitation must necessarily
clearly state the items on the agenda, otherwise decision-making is allowed only if all the
members of the Board of Directors are present or represented and no one objects to decision-
making.
The members of the Board of Directors may take a decision without complying with the
formalities of the Law, provided that no member raises an objection, even without a prior
meeting, under the terms provided for in article 94 of Law 4548/18 and articles 14 and 15 par.
4 of the Company's Articles of Association. In practice, it has been proven that in many cases
and as long as the nature and subject matter of the issue under discussion does not require
prior information and study on it, the Board of Directors may take decisions as above, for reasons
of speed and flexibility.
The convening of the Board of Directors may be requested by two (2) of its members with their
application to its president or his substitute, who are obliged to convene the Board of Directors,
in order for it to convene within seven (7) days from the submission of the application. The
application must, under penalty of inadmissibility, clearly state the issues that will concern the
Board of Directors. If the Board of Directors is not convened by the Chairman or his substitute
within the above deadline, the members who requested the convocation are allowed to convene
the Board of Directors within a period of five (5) days from the expiration of the above deadline
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of seven (7) days, notifying the relevant invitation to the other members of the Board of
Directors [..]".
From the above, it can be concluded that the main meetings of the Board of Directors and its
Committees are recorded in the Annual Calendar of Meetings, which is approved at the beginning
of each year by the Board of Directors. As far as these meetings are concerned, all members of
the Board of Directors receive in a timely manner - at least two (2) days before the meeting - the
detailed agenda of the meeting and the basic supporting material on the agenda items (see above
under II).
It was also provided for under Clause XIII. of the Rules of Operation of the Board of Directors,
that the members of the Board of Directors may take a decision without complying with the
formalities of the Law, provided that no member raises an objection, even without a prior
meeting, under the conditions provided for in article 94 of Law 4548/18 and articles 14 and 15
par. 4 of the Company's Articles of Association. In practice, it has been proven that in many cases
and as long as the nature and subject matter of the issue under discussion does not require prior
information and study on it, the Board of Directors may take decisions as above, for reasons of
speed and flexibility. There is no risk arising from the above practice.
5. Clause 2.2.12. of the CGC 2021 stipulates that:
"2.2.12. The independent non-executive members shall not be less than one second (1/2) of the
total number of members of the Board of Directors".
➢ Deviation and Justification:
According to the current structure of the Board of Directors, it consists of eight (8) members, of
which three (3) executive members and five (5) non-executive members. Of the non-executive
members, three (3) are independent non-executives. This scheme has proven to be functional
and flexible in practice; it meets the requirements of the current regulatory framework in terms
of the necessary number of independent non-executive members in relation to executive
members, as well as the staffing needs of the Committees of the Board of Directors, with the
persons and capacities provided for on a case-by-case basis. According to the above, it is
considered that at this stage, with the structure and needs of the Company, the administration
and management of the Company's affairs is served in the best possible way, without requiring
the independent non-executive members of the Board of Directors not to be less than 1/2 of the
total number of its members.
It is noted that the existing composition of the Board of Directors is also in accordance with the
recent provision of Article 5 of Law 5178/2025, by virtue of which Article 3A was added to Law
4706/2020 "Gender balance in the Board of Directors". It is considered that no risk arises from
the above deviation.
6. According to Clauses 2.2.21., 2.2.22. and 2.2.23. of the Code:
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"2.2.21. The Chairman shall be chosen by the independent non-executive members. In the event
that the Chairman is chosen by the non-executive members, one of the independent non-
executive members is appointed, either as a Vice-Chairman or as a Senior Independent Director.
2.2.22. The independent non-executive Vice-President or the Senior Independent Director, as the
case may be, shall have the following responsibilities: to support the Chairman, to act as a liaison
between the Chairman and the members of the Board of Directors, to coordinate the independent
non-executive members and to lead the evaluation of the Chairman.
2.2.23. Where the Chairman is executive, the independent non-executive Vice-President or the
Senior Independent Director shall not replace the Chairman in his executive duties.'
➢ Deviation and Justification:
In accordance with the current Articles of Association of the company (article 12), the Board of
Directors elects an Executive Chairman, a non-executive Vice-Chairman and an executive Vice-
Chairman. In the event that the Chairman is absent or prevented from exercising his duties,
he/she is replaced as Chairman of the Board of Directors, in his/her non-executive duties by the
non-executive Vice-Chairman, and in his/her executive duties by the executive Vice-Chairman, in
case of absence or impediment, by another member of the Board of Directors in a corresponding
capacity, who will be specially determined by the Board of Directors.
The above regulations cover the provision of paragraph 2 of article 8 of Law 4706/2020,
according to which:
"In the event that the Board of Directors, by way of deviation from par. 1, appoints as Chairman
one of the executive members of the Board of Directors, mandatorily appoints a Vice-Chairman
from among the non-executive members".
Therefore, the adopted structure of the Board of Directors meets the conditions and definitions
of the Law and is considered to be functional and adequate, both in terms of regulatory
compliance and in terms of flexibility and effectiveness in the exercise of the respective
responsibilities, without considering that a risk arises from the above deviation.
4. According to Clauses 2.3.1., 2.3.2., 2.3.3., 2.3.4. and 2.3.7. of the Code:
2.3.1. The Company has a framework for filling positions and succession of the members of the
Board of Directors, in order to identify the needs for filling positions or replacement positions and
to ensure the smooth continuity of the administration and the achievement of the Company's
purpose each time.
2.3.2. The Company ensures the smooth succession of the members of the Board of Directors by
gradually replacing them in order to avoid lack of management.
2.3.3. The succession framework shall take into account in particular the findings of the Board of
Directors’ evaluation in order to achieve the required changes in composition or skills and to
maximize the effectiveness and collective suitability of the Board of Directors.
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2.3.4. The Company also has a succession plan for the Chief Executive Officer. The preparation
of a sound succession plan for the CEO is entrusted to the nomination committee, which in this
case ensures that:
• identification of the required qualitative characteristics that the person of the CEO should have,
• continuous monitoring and identification of potential internal candidates,
• where appropriate, search for possible external candidates;
• and liaise with the Chief Executive Officer regarding the evaluation of candidates for his position
and other senior management positions". 2.3.7. The Board of Directors establishes a nomination
committee, which has the primary role in the process of nominating candidates, in the design of
a succession plan for the members of the Board of Directors and the top management.
Also, Clause 3.3.2. of the Code provides that:
"3.3.2 "The Board of Directors ensures for the company the appropriate succession plan, for the
smooth continuity of the management of the company's affairs and decision-making after the
departures of its members, especially executive and committee members".
➢ Deleting a deviation and justification thereof:
The Company, in the context of its compliance with Law 4706/2021 and Circular 60/18.9.2020 of
the Hellenic Capital Market Commission, by decision no. 47/25.6.2021 of the General Meeting of
its shareholders, approved the Suitability Policy of the members of the Board of Directors, which
was subsequently amended by the decision of the Board of Directors dated 30.11.2022 (1st
Amendment of the Suitability Policy) and by the decision of the Board of Directors dated
25.05.2023 (2nd Modification of the Suitability Policy).
Also, with the minutes of the Remunerations and Nominations Committee dated 29.11.2024 and
the 844/13.12.2024 minutes of the Board of Directors, the approval of the Succession Policy and
Procedure of the Members of the Board of Directors took place. The above Policy and Procedure
provide for the succession of the members of the Board of Directors and the Chief Executive
Officer.
Therefore, there is no reason to foresee and justify a relevant deviation (explain), in view of the
Company's compliance with terms 2.3.1., 2.3.2. and 2.3.3. of the Code, regarding the existence
of a replacement and succession plan for the members of the Board of Directors and the Chief
Executive Officer. However, the Company does not have a succession plan for senior management
in accordance with clause 2.3.7., given its small size and its constant cooperation with its top
management. The Company is oriented towards the future update of the Succession Policy and
Procedure of the Members of the Board of Directors, so that Senior Executives are included.
8. Clauses 2.4.3. and 2.4.4. of the Code provide for the following:
"2.4.3. The remuneration of the executive members of the Board of Directors and the company's
senior executives is linked to the size of the Company, the complexity of its action, the extent of
their responsibilities, their degree of responsibility, the corporate strategy, the objectives of the
company and their realization, with the ultimate goal of creating long-term value for the company.
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The process for developing a remuneration policy is characterized by objectivity and transparency.
The additional remuneration of the members of the Board of Directors should be linked to the
achievement of certain objectives and should be conditional or justified on the financial results of
the company on the basis of its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information is shown separately in the remuneration
report, but also in their approval by the general meeting".
➢ Deviation and Justification:
The Company has not provided in the Remuneration Policy it has adopted, nor does it grant the
members of the Board of Directors additional remuneration related to the achievement of certain
objectives or remuneration which depends on or is justified by the financial results of the
Company based on its annual financial statements. Similarly, no additional remuneration is
provided for and granted to the members of the Board of Directors for their participation in other
committees. The members of the Board of Directors, in this capacity, receive fixed remuneration,
which is determined by the Remunerations and Nominations Committee to correspond to the
financial situation of the Company and the market conditions, taking into account various factors,
such as the specific duties of each member, the need to allocate the time required for their
execution, etc. Members of the Board of Directors who are connected to the Company by an
employment relationship, receive remuneration and benefits only on the basis of this relationship.
No risk arises from the above deviation.
9. Clause 2.4.10. of the Code provides for the following:
2.4.10. The Board of Directors reviews and links the remuneration of executive members to ESG
and sustainable development indicators that could add long-term value to the company. In this
case, the Board of Directors shall ensure that these indicators are relevant and reliable and
promote the proper and effective management of ESG and sustainable development issues."
➢ Deviation and Justification:
The Company has not linked the remuneration of the executive members of the Board of Directors
to the indicators related to ESG and sustainable development issues, given that stable
remuneration is paid, based on the prevailing general economic conditions, as well as the financial
situation of the Company.
It is noted that the Company is not yet obliged - due to its size - to publish non-financial
statements, in accordance with Regulation 2014/95/EU and Law 4548/2018. However, in view of
the entry into force of Law 5164/2024, in accordance with the provision of article 14 par. 1 c)
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1
thereof, the Company will start in 2025 the preparation for the collection of the necessary data
for the preparation of the sustainability report.
In addition, it is noted that in the context of the Policy and Procedure of the Succession Plan, the
following has been included in the "Board Composition Skills Matrix" as a distinct
selection/evaluation criterion for the candidate members of the Board of Directors: "ESG expertise
| Experience in ESG issues". It is considered that the risk of the above deviation is insignificant.
10. Clauses 3.3.3., 3.3.4. and 3.3.5. of the Code provide for the following:
3.3.3 The Board of Directors annually assesses its effectiveness, the fulfilment of its tasks and its
committees.
3.3.4 The Board of Directors collectively, as well as the Chairman, the Chief Executive Officer and
the other members of the Board of Directors are evaluated annually in terms of the effective
performance of their duties. At least every three years, this evaluation is facilitated by an external
consultant.
3.3.5 The evaluation process is chaired by the President in cooperation with the nomination
committee. The Board of Directors also evaluates the performance of its Chairman, a process that
is chaired by the nomination committee."
➢ Elimination of Deviation and Justification:
The Company has a Policy & Procedure for the Evaluation of the Members of the Company's
Board of Directors and its Committees, pursuant to the No. 793/30.11.2022 decision of the Board
of Directors, in accordance with the provisions of Law 4706/2020, the principles of the Hellenic
Capital Market Commission, the Suitability Policy of the members of the Board of Directors,
adopted by the Company regarding the assessment of the suitability of the members of the Board
of Directors, as well as in accordance with the guidelines of the Hellenic Capital Market
Commission, as set out in the no. 60/18.09.2020 Circular.
The evaluation process is carried out on an annual basis internally (individual & collective
evaluation). The Chairman of the Board of Directors or the non-Executive Vice-Chairman presides
over the relevant process, assisting and cooperating with the Remuneration and Nominations
Committee, the Corporate Secretary and the Vice-Chairman of the Board of Directors. Also, every
three years, the evaluation of all the above persons and bodies is facilitated with the assistance
of an external consultant.
Therefore, there is no longer a deviation from terms 3.3.3., 3.3.4. and 3.3.5. of CGC. In 2025,
the company contracted with an external consultant to provide assistance in the evaluation
process of the Board of Directors and Committees, with 2024 as the reference year, given that
1
Article 14 par. 1 c) of Law 5164/2024: "c) For the financial years starting from 1 January 2026: ca) in small and medium-
sized enterprises as defined in par. 4 and 5 of article 2 of Law 4308/2014, which are entities of public interest of par. l) of
article 2 of Law 4548/2018, and are not very small businesses, as defined in par. 2 of article 2 of Law 4308/2014".
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the current one is the third evaluation carried out by the company (the first evaluation was carried
out in 2023 with reference year 2021-2022).
8. In clauses 5.1. and 5.6. of the Code, the following are provided, in accordance with
the provision of article 14 par. 3l of Law 4706/2020 and Article 151 of Law 4548/2018:
"MANDATORY PROVISION
5.1 Among other things, the Company's rules of operation include the sustainable development
policy followed by the Company, where required. […]
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy)
➢ Deviation and Justification:
According to the first subparagraph of par. 1 of article 151 of Law 4548/2018:
"1. Large Sociétés
Anonymes which are entities of public interest, within the meaning of Annex A of Law 4308/2014,
and which, at the balance sheet date, exceed the average number of five hundred (500)
employees during the financial year, include in the management report a non-financial statement
containing information, to the extent necessary for the understanding of the development, the
performance, position and impact of its activities, in relation to, at least, environmental, social
and labour issues, respect for human rights, the fight against corruption and corruption-related
issues. [..]»
Initially, it was provided that the Company, due to its size, does not fall under the
conditions for its application of the above provision, which leads to the obligation to adopt a
sustainable development policy. Therefore, a deviation from clause 5.1 of the Code was
introduced, since the Company's Rules of Operation was not required to include its sustainable
development policy. The Company's Board of Directors, reviewing the provisions of Law
5164/2024, intended to take the appropriate steps within 2025 for the adoption of the ESG
Agenda and the appropriate preparation of the Company on ESG and sustainable development
issues, in view of the obligation to prepare sustainability reports with the first reference year in
2026 and the year of publication of the 1st sustainability report in 2027.
It should be noted that in the meantime and after the adoption by the EU of the Omnibus Package,
the Company no longer falls within the scope of the companies that are required to prepare
sustainability reports.
IV.c. With its minutes no. 866/25.07.2025, the Board of Directors adopted the 2021 CGC,
specifying the following deviations therefrom. The following deviations concern the period from
25.07.2025 to 31.12.2025:
1. According to terms 2.2.15 and 2.2.16 of the CGC:
"2.2.15. The company shall ensure that the diversity criteria relate beyond the members of the
Board of Directors to top and/or senior management with specific gender representation targets,
as well as timetables for achieving them.
2.2.16. The selection criteria for the members of the Board of Directors shall ensure that the
Board of Directors, collectively, can understand and manage issues related to the environment,
social responsibility and governance (ESG) within the framework of the strategy it develops."
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➢ Deviation and Justification:
The Company has adopted a Policy on Diversity, Equality and Inclusion and has taken actions to
inform, train and raise awareness among its staff. It strictly applies the provisions of the current
legislation regarding the percentage of gender representation in the Board of Directors. However,
it does not include specific quantitative targets for gender representation and timetables for
achieving them, by way of derogation from Article 2.2.15. of CGC, on the one hand because the
employment rates of women, especially in managerial positions and positions of responsibility in
the Company, are already very high, and on the other hand because it is particularly difficult to
set measurable quantitative targets.
As regards Article 2.2.16. of the CGC, which stipulates that the Board of Directors, collectively,
can understand and manage issues related to the environment, social responsibility and
governance (ESG), it is noted that the existence of experience in ESG issues has been included
in the Policy and Procedure of the Succession Plan in the "Board Composition Skills Matrix" as a
distinct selection/evaluation criterion for candidate members of the Board as follows: «ESG
expertise | Experience in ESG issues". In addition, the Suitability Policy, as approved by the
decision of the General Meeting dated 19/06/2025, includes the criteria and the selection process
of the members of the Board of Directors, in compliance with the minimum percentages for the
balanced representation of the sexes in the Board of Directors, in accordance with articles 3A and
3B of Law 4706/2020. In particular, the participation of the underrepresented gender in the Board
of Directors of the Company must not be less than twenty-five percent (25%) of the total number
of its members, in accordance with the provision of article 3A par. 2, which was added by article
5 of Law 5178/2025.
However, the above criteria have not been implemented, since the issue of selecting a new
member of the Board of Directors has not arisen since their adoption. It is considered that the
above deviation poses an insignificant risk to the Company.
2. According to Clauses 2.2.21., 2.2.22. and 2.2.23. of the CGC:
"2.2.21. The Chairman shall be chosen by the independent non-executive members. In the event
that the Chairman is chosen by the non-executive members, one of the independent non-
executive members is appointed, either as a Vice-Chairman or as a Senior Independent Director.
2.2.22. The independent non-executive Vice-President or the Senior Independent Director, as the
case may be, shall have the following responsibilities: to support the Chairman, to act as a liaison
between the Chairman and the members of the Board of Directors, to coordinate the independent
non-executive members and to lead the evaluation of the Chairman.
2.2.23. Where the Chairman is executive, the independent non-executive Vice-President or the
Senior Independent Director shall not replace the Chairman in his executive duties.'
➢ Deviation and Justification:
In accordance with the current Articles of Association of the Company (article 12), the Board of
Directors elects a Chairman, who is an executive, a non-executive Vice-Chairman and an
executive Vice-Chairman. In the event that the Chairman is absent or prevented from exercising
his duties, he/she is replaced as Chairman of the Board of Directors, in his/her non-executive
duties by the non-executive Vice-Chairman and in his/her executive duties by the Executive Vice-
Chairman, in case of absence or impediment of these, by another member of the Board of
Directors in a corresponding capacity, who will be specially determined by the Board of Directors.
The above regulations cover the provision of paragraph 2 of article 8 of Law 4706/2020,
according to which:
"In the event that the Board of Directors, by way of derogation from par. 1, appoints as Chairman
one of the executive members of the Board of Directors, mandatorily appoints a Vice-Chairman
from among the non-executive members".
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Therefore, the adopted structure of the Board of Directors meets the conditions and definitions
of the Law and is considered to be functional and adequate, both in terms of regulatory
compliance and in terms of flexibility and effectiveness in the exercise of the respective
responsibilities. No risk arises from the above deviation.
3. Clauses 2.4.3 and 2.4.4 of the CGC provide for the following:
"2.4.3. The remuneration of the executive members of the Board of Directors and the company's
senior executives is linked to the size of the Company, the complexity of its action, the extent of
their responsibilities, their degree of responsibility, the corporate strategy, the objectives of the
company and their realization, with the ultimate goal of creating long-term value for the company.
The process for developing a remuneration policy is characterized by objectivity and transparency.
The additional remuneration of the members of the Board of Directors should be linked to the
achievement of certain objectives and should be conditional or justified on the financial results of
the company on the basis of its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information is shown separately in the remuneration
report, but also in their approval by the general meeting".
➢ Deviation and Justification:
The Company has not provided in the Remuneration Policy it has adopted, nor does it grant to
the members of the Board of Directors additional remuneration related to the achievement of
certain objectives or remuneration, which depends on or is justified by the financial results of the
Company based on its annual financial statements. Similarly, no additional remuneration is
provided or granted to the members of the Board of Directors for their participation in other
committees. The members of the Board of Directors, in such capacity, receive a fixed
remuneration, which is judged by the Remunerations and Nominations Committee to correspond
to the financial situation of the Company and the market conditions, taking into account various
factors, such as the specific duties of each member, the need to allocate the time required for
their execution, etc. Members of the Board of Directors who are linked to the Company by an
employment relationship, receive remuneration and benefits only on the basis of this relationship.
No risk arises from the above deviation.
4. Clause 5.6. of the CGC provides for the following:
"
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy)"
➢ Deviation and Justification:
According to mandatory condition 5.1. of the CGC, the Company's Rules of Operation include,
inter alia, the sustainable development policy followed by the Company, where required. By
virtue of the first paragraph of par. 1 of article 151 of Law 4548/2018, the Company, due to its
size, does not fall under the conditions for the application of the above provision, which leads to
the obligation to adopt a sustainable development policy. Therefore, clause 5.1 of the Code does
not apply, given that the Company's Rules of Operation was not required to include its sustainable
development policy. For the same reason, there is no obligation to draw up a Sustainability
Policy, in accordance with clause 5.6 of the Corporate Governance Code.
The Company's Board of Directors, reviewing the provisions of Law 5164/2024, as well as the
recent provisions of Directive (EU) 2025/794 of 14.04.2025 amending Directives (EU) 2022/2464
and (EU) 2024/1760 as regards the dates from which Member States must apply certain
sustainability reporting requirements by companies and due diligence requirements ("Stop the
clock Directive"), has initiated the necessary actions in 2025 in cooperation with an external
consultant, in order to proceed with the timely preparation and preparation of the sustainability
reports, in accordance with the current legislative framework.
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With the no. 866/25.07.2025 minutes, the Board of Directors had declared a deviation from terms
2.3.4 and 2.3.7 of the Corporate Governance Code, as, although it had an established succession
framework for its members and the CEO, by virtue of the minutes of the Remunerations and
Nominations Committee dated 29.11.2024 and no. 844/13.12.2024 minutes of the Board of
Directors, which approved the Policy and Procedure for the Succession of the Members of the
Board of Directors, had not drawn up a comprehensive and standardized succession plan.
With the no. 873/27.11.2025 minutes of the Board of Directors, following the recommendation
of the Remunerations and Nominations Committee dated 27.11.2025, a succession plan of the
members of the Board of Directors and the Company's top management executives was
approved, therefore, the relevant deviation is deleted from the corporate governance statement.
V. Description of the main features of the internal control and risk management
systems of the Company and its Subsidiaries regarding the process of preparing
financial statements
An internal control system is defined as all the procedures implemented by the Board of Directors,
the Management and the rest of the Company's personnel, in order to ensure the effectiveness
and efficiency of the company's operations, the reliability of the financial information aimed at
the preparation of the financial statements and the compliance with the applicable laws and
regulations. Among other things, it includes the monitoring of financial information, the evaluation
and improvement of risk management and internal control systems, as well as the verification of
compliance with the statutory policies and procedures as defined in the Company's Internal Rules
of Operation and applicable legislation.
The Cypriot subsidiary "AS Company Cyprus Ltd" in the fiscal year 2025 entered its tenth year of
operation (it was established in May 2016) and the internal control and risk management systems
are currently exercised on a case-by-case basis by the Company's executives or external partners
who assist the Management of the Subsidiary. It is noted, however, that, by the decision of the
Board of Directors of the Company dated 30.10.2025 (No. 871/30.10.2025 minutes of the Board
of Directors), a decision was taken for the cessation of operation, dissolution and liquidation of
the subsidiary company in Cyprus "AS Company Cyprus Ltd" and the implementation of the
decision is expected to be completed within the current year 2026.
The Romanian subsidiary "AS KIDS TOYS S.R.L." in the fiscal year 2025 formally entered its eighth
year of operation (its substantial activity began in the fourth quarter of 2018). The internal control
and risk management systems are currently exercised on a case-by-case basis by the Company's
executives or external partners who assist the Management of the Subsidiary.
The accounting services of the two subsidiaries have been outsourced to local partners, who are
supervised by the Chief Financial Officer and the accounting department of the Parent Company
on a monthly basis.
The Company and the Subsidiaries apply the following control and verification procedures for the
preparation of the financial statements:
• The Accounting Department makes periodic reconciliation of receivables, liabilities, cash
and short-term investment accounts
• Unified budgets for the following year are prepared and approved by the Board of
Directors of the Company in cooperation with the directors of the subsidiaries.
• Summary statements of profit and loss and financial position are prepared each month
on the basis of IFRS and uniform accounting applications and audits
• Subsidiaries shall submit the six-month and annual statement of financial position and
statement of profit and loss and total income in accordance with specific closing and audit
procedures
• The Accounting Department carries out the consolidation entries on the basis of IFRS.
• The Financial Statements of the Company and the Group are audited by independent
auditors, whose work is monitored by the Audit Committee and cooperates with them.
The draft Financial Report of the Board of Directors is reviewed and checked by the Audit
Committee, which in turn makes a relevant recommendation to the Board of Directors of
the Company for its approval.
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• There are safeguards related to the security of the information systems used and classified
access to data, according to the hierarchical level and the tasks of the user.
• The Auditors communicate regularly with the Management and the Audit Committee, as
well as the Audit Committee with the Chief Financial Officer and the Head of the Internal
Audit Unit.
• The Board of Directors confirms the fulfilment of the independence requirements of the
independent members of the Board of Directors on at least an annual basis and in any
case before the publication of the annual financial report.
• It should be noted that according to the provisions of no. 844/13.12.2024 minutes of the
Board of Directors and the minutes of the Audit Committee dated 13.12.2024 apply
revised auditing standards of the subsidiaries that require closer cooperation between the
auditing firm that audits the parent company and the auditors of the subsidiaries, which,
according to the auditors of the parent company, was implemented in 2025.
There are safeguards at the corporate level that are applied, on the one hand, by the Management
of each Group Company with regard to the performance of corporate operations, and on the
other hand by the Audit Committee of the Company with regard to the Internal Control System
based on the Internal Rules of Operation.
The Board of Directors constantly reviews and, in any case, at least once a year, the corporate
strategy for the main business risks, as well as the internal control systems it implements, in
cooperation with the Audit Committee.
Furthermore, in any case of transaction between related parties, including the transactions of its
subsidiaries with such parties, the Board of Directors receives all necessary information from its
competent executives, as the case may be, in order to safeguard the interests of the Company
and its shareholders.
VI. Information required in accordance with Article 10(1), points (c), (d), (f), (h) and
(i) of Directive 2004/25/EC of the European Parliament and of the Council of 21
st
of April 2004, regarding takeover bids, provided that the Company is subject to
said directive.
The Company does not fall within the scope of the above Directive.
VII. Information on the operation of the General Meeting of shareholders and its basic
powers, as well as a description of the rights of the shareholders and the manner
in which they are exercised.
Mode of operation of the General Meeting
The General Meeting of the Company's shareholders (hereinafter referred to as the "GM")
convenes under the terms of Law 4548/2018 and the Company's Articles of Association, which
are published in its current form on the website of the https://www.ascompany.gr/ and in the
General Commercial Registry.
The Board of Directors prepares and publishes draft decisions in a timely manner and ensures
the careful preparation and smooth conduct of the General Meeting. In this context, it facilitates
the effective exercise of the rights of shareholders, who can easily and in the foreseen ways be
informed about the issues related to their participation in the GM, including agenda items and
their rights. The General Meeting is the forum where all the necessary information and
clarifications are provided, in the context of a substantive dialogue between Management and
the shareholders. The Company shall post on its website at least twenty (20) days prior to the
General Meeting (with the exception of repetitive or equivalent to it) information regarding:
• The date, time and place of the General Meeting,
• the basic rules and practices for participation, including the right to put items on the
agenda and to ask questions, as well as the time limits within which these rights can be
exercised;
• the voting procedures, the conditions of proxy representation and the forms used for
proxy voting;
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
39
• the proposed agenda of the meeting, including draft resolutions to be discussed and
voted on, as well as any accompanying documents;
• the proposed list of candidate members of the Board of Directors, the justification of their
proposal and the detailed CVs of the candidates, which include in particular information
about their current or previous activity, as well as their participation in management
positions of other companies or their participation in other boards of directors and
committees of the Boards of Directors of legal entities. (if there is an issue of electing
members),
• The determination of the eligibility criteria of the candidate members of the Board of
Directors (if there is an issue of the election of new members), in accordance with the
Company's suitability policy, and, if the candidate is proposed for election as an
independent member of the Board of Directors, the fulfillment of the conditions set out
in article 9 of Law 4706/2020, the recommendations of the Board of Directors and the
Nomination Committee and the determination of the eligibility criteria of the candidate
members of the Board of Directors, by the Board of Directors itself and
• the total number of shares and voting rights on the date of the meeting.
• any other element required by the applicable Legislation and/or the EC, within the
framework of its competences.
At least the Chairman of the Board of Directors, the Vice-Chairmen, the Chief Executive Officer,
the Chairman of the Audit Committee, the Chairman of the Remuneration Committee, the Internal
Auditor and the Statutory Auditor shall be present at the General Meeting, in order to provide
information and updates on issues within their competence, which are put up for discussion, and
on questions or clarifications requested by the shareholders. The Chairman of the General Meeting
ensures that sufficient time is allocated for the submission of questions by the shareholders and
the fullest possible answer to them.
Basic powers of the GM
The General Meeting is the supreme body of the Company and is competent to decide on all the
Company's affairs. Its decisions bind all shareholders and absentees or dissenters.
The General Meeting is exclusively competent to decide on all matters provided for in paragraph
1 of article 117 of Law 4548/2018 (including amendments to the articles of association), subject
to the exceptions listed in paragraph 2 of the same article.
Shareholders' rights and ways of exercising them
Any shareholder who appears in this capacity in the records of the entity in which the Company's
securities are held is entitled to participate and vote in the General Meeting. The exercise of these
rights does not imply the freezing of the beneficiary's shares or the observance of a similar
procedure. Shareholders who have the right to participate in the General Meeting may be
represented in it by a person they have legally authorized. Each share provides all the rights
provided by the Law as in force from time to time, as well as the Company's Articles of Association.
The Company provides through its website templates for the appointment of a representative.
Shareholders are informed with the Invitation of each General Meeting about their rights and how
to participate in it.
VIII. Information on the composition and operation of the Board of Directors
Suitability Policy of the members of the Board of Directors
The Company has a suitability policy for the members of the Board of Directors, which includes
all the provisions of article 3 of Law 4706/2020. The current policy was approved by the minutes
of the Board of Directors no. 861/15.05.2025 of the Company and, subsequently, by the ordinary
General Meeting of the Company on 19.06.2025. The Remunerations and Nominations Committee
monitors the implementation of the suitability policy, examines its content on an ongoing basis
and makes proposals to the Board of Directors, in accordance with the special practice of the CGC
3.3.7.
The policy, as in force, is published on the Company’s website https://ir.ascompany.gr/el/etairiki-
diakyvernisi/politikes-kanonismoi/politiki-katallilotitas-ton-melon-tou-d-s/
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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General principles regarding the selection, replacement or renewal of the term of
office of the members of the Board of Directors, in accordance with the Suitability
Policy
1. The Board of Directors has a sufficient number of members and an appropriate composition.
2. The Company seeks to staff the Board of Directors with persons of ethics and reputation.
3. Board members must have the skills and experience required based on the duties they
undertake and their role on the Board, while at the same time they have sufficient time to
perform their duties.
4. When selecting, renewing the term of office and replacing a member of the Board of
Directors, the assessment of individual and collective suitability is taken into account.
5. Prospective members of the Board of Directors know, among other things, as far as possible,
before assuming the position, the culture, values and general strategy of the Company.
6. The Board of Directors and the Remunerations and Nominations Committee monitor on an
ongoing basis the suitability of the members of the Board of Directors, in particular in order
to identify, in the light of any relevant new event, cases in which it is deemed necessary to
re-evaluate their suitability. In particular, a reassessment of suitability is carried out in
particular in the following cases: a) when doubts arise regarding the individual suitability of
the members of the Board of Directors or the suitability of the composition of the body, b)
in case of a significant impact on the reputation of a member of the Board of Directors, c)
in any case of occurrence of an event that may significantly affect the suitability of the
member of the Board of Directors, including the independence of independent members,
and cases in which members do not comply with the Company's Conflict of Interest Policy.
In any case, and in addition to the above-mentioned cases, the suitability of the members
is examined annually, through the evaluation process, which takes place within the first
quarter of each financial year.
7. According to par. 3 of article 9 of Law 4706/2020, the Board of Directors reviews, on an
annual basis per financial year, and prior to the publication of the annual financial report,
the fulfilment of the independence requirements of its independent non-executive members
and the relevant finding is contained in the Corporate Governance Statement. In
accordance with the current Suitability Policy, approved by the decision of the Board of
Directors dated 15.05.2025, the independent members sign a declaration of independence,
which examines the fulfillment of the conditions of independence and disclosure of any
dependency relationships of the independent non-executive members of the Board of
Directors and the persons who have close ties with them, in accordance with article 9 of
Law 4706/2020. In the event that at any time it is ascertained, by a competent body, that
the conditions have ceased to be met in the person of an independent member, the Board
of Directors shall take the appropriate actions to replace him.
8. The Board of Directors identifies as early as possible the needs for filling positions or
replacing its members and, in cooperation with the Remunerations and Nominations
Committee, prepares a relevant succession plan, in order to ensure the smooth continuity
of the administration and the achievement of the company's purpose each time. The
succession plan takes into account the findings of the evaluation of the Committee and the
Board, in order to achieve the required changes in composition or skills and to maximize
the effectiveness and collective suitability of the Board
9. With the no. 844/13.12.2024 minutes of the Board of Directors, following the
recommendation of the Remunerations and Nominations Committee dated 29.11.2024, a
Procedure and Policy for the succession of the members of the Board of Directors was
approved, which was updated with the no. 873/27.11.2025 minutes of the Board of
Directors, following the recommendation of the Remunerations and Nominations Committee
dated 27.11.2025; during the same meeting, the succession plan of the members of the
Board of Directors and the Company's senior management executives was also approved.
10. The Suitability Policy includes a detailed reference to the criteria of individual and collective
evaluation, as well as diversity.
Composition of the Board of Directors
The Board of Directors exercises the administration and management of corporate affairs for the
benefit of the Company and all its shareholders, ensuring the implementation of the corporate
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
41
strategy and the fair and equal treatment of all shareholders, including minority shareholders and
foreigners. It is competent to decide on any issue concerning the Company, except for those for
which the General Meeting of shareholders is competent according to the Law or the Articles of
Association.
The Company is governed, in accordance with its Articles of Association, by a Board of Directors,
which consists of at least seven (7) to a maximum of eleven (11) members. A legal entity may
also be appointed as a member of the Board of Directors, which is obliged to appoint a natural
person for the exercise of its powers, as a member of the Board of Directors. The members of
the Board of Directors are elected by the General Meeting of the Company's shareholders for a
term of three (3) years.
The General Meeting may also elect alternate members in the event of resignation or death of
the persons elected by it or for any other reason they have lost their status as members of the
Board of Directors. If no substitute member has been elected and the position of a Director
remains vacant due to death, resignation for any reason, forfeiture or legal incapacity, the
remaining Directors may, provided that there are at least three (3), elect a temporary replacement
to fill the vacancy for the term of office remaining in the replaced Director. The decision of the
election is made public and announced by the Board of Directors at the next General Meeting,
which may replace the elected members, even if no relevant item has been mentioned on the
agenda. If the above supplementary election of a director by the Board of Directors is not
approved, the General Meeting immediately elects another Director.
The current Board of Directors consists of eight (8) members, four executive and four non-
executive. Of the non-executive members, three (3) are independent, meeting the requirements
set by Law 4706/2020 on Corporate Governance.
The persons who currently make up the Board of Directors of the company are the following:
1. Efstratios Andreadis of Konstantinos, executive member of the Board, Chairman of the
Board of Directors and Chief Executive Officer.
2. Anastasia Andreadou née Angelos Kozlakidis, Executive Member of the BoD, Executive
Vice Chairman of the BoD
3. Apostolos Petalas of Dimitrios, independent non-executive member of the BoD, Non-
Executive Vice-Chairman of the BoD,
4. Theodora Koufou of Dimitrios, executive member of the Board of Directors
5. Konstantinos Andreadis of Efstratios, - executive member of the Board of Directors
6. Athanasios Chrysafidis of Paschalis, independent non-executive member of the Board of
Directors
7. Georgios Vletsos of Christos, independent non-executive member of the Board of
Directors
8. Theofilos Mechteridis of Ioannis, non-executive member of the Board of Directors
The term of office of the Board of Directors, as provided for in the articles of association and set
by the General Meeting of 19.6.2025, is three years and expires on 19.06.2028, and is
automatically extended until the convening of the Annual Ordinary General Meeting of the year
2028, if it takes place after 19.06.2028.
The Board of Directors was formed into a body after its election (Minutes No. 864/19.6.2025).
With the minutes of the Board of Directors dated 875/08.01.2026, the Board of Directors was
constituted into a body and powers of representation were granted. The existing composition of
the Company's Board of Directors meets the requirements of article 3A par. 2 of Law 4706/2020,
as added by Article 5 of Law 5178/2025, regarding the balanced representation of genders in the
Board, given that the participation of the underrepresented gender in the Board amounts to 25%
of the total members of the Board. The operation of the Board of Directors is assisted by a
Company Secretary. By decision of the Company's Board of Directors on 16.11.2021, Mrs.
Dionysia Chaikali has assumed the duties of Corporate Secretary of the Company's Board of
Directors and its Committees as of 17.11.2021.
Short CVs of the members of the Board of Directors, Corporate Secretary and senior
executives
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
42
Members of the Board of Directors and Committees
1) Efstratios Andreadis, Chairman of the Board of Directors, Executive Member and
Chief Executive Officer.
He was born in 1957 in Vienna, Austria. He studied Mathematics at the Universita Degli Studi Di
Perugia in Italy and is fluent in English and Italian. He has over 30 years of experience in the
trade and toy industry, holding the position of Executive Chairman and CEO of the Company. As
a co-founder of the Company together with Mrs. Anastasia Andreadou in 1990, he led its
establishment as a leading Greek company in the design, production and distribution of toys,
while envisioning and leading its expansion into international markets, through strong
partnerships with well-known brands. He is recognized in the business community for his strategic
approach, innovation, and commitment to product differentiation and safety.
2) Anastasia Andreadou, Executive Vice President of the Board of Directors and
Executive Member.
She was born in 1950 in Thessaloniki and studied Accounting. She has been active in the field of
commerce since 1982. Together with the Chairman of the Board of Directors, Mr. Efstratios
Andreadis, they founded "AS Company SA" in 1990. Since then, she has been actively involved
in the management of the Company, with executive duties and from the position of Vice Chairman
of the Board of Directors. Since the establishment of the Company, she has contributed decisively
to its strategic development in Greece and abroad, as well as to its financial stability, in order to
become a pioneer in the field of production and distribution of toys in the Greek and international
market. Her professional experience focuses on managing financial operations, specializing in
strategic financial management, budgeting, cost control, and ensuring long-term sustainability.
She has managed the preparation of financial reports and compliance with accounting standards
at local and international level, while she has undertaken initiatives that have improved the
Company's operational performance. At the same time, she actively participated in the
development of the Company's product portfolio and the promotion of the corporate brand in
new markets. She speaks fluent English, thus having the ability to operate in the international
business environment. Her strategic thinking, business insight, and dedication have been
instrumental in the Company's success.
3) Apostolos Petalas, Non-Executive Vice-Chairman of the Board of Directors and
Independent Non-Executive Member of the BoD, Chairman of the Audit Committee
and the Remunerations and Nominations Committee.
He was born in 1961 in Soufli, Evros. He holds a degree in Business Administration from the
University of Piraeus, certified in special programs in Leadership, Executive Management,
Economic and Strategic Analysis in the internal training system of Colgate Palmolive and PepsiCo
in the USA. From 1985 to 1990 he worked at Colgate Palmolive in various areas of Financial
Services. From 1990 to 1999 he held managerial positions in the Financial Sector of PepsiCo and
until 2007 he was President and CEO of PepsiCo in Greece. From 2007 to 2023 he was an
executive member of the Board of Directors and CEO of the listed "Fourlis Holdings S.A.", a Fourlis
Group Holdings company. Since 2023 he has been the General Manager of the Hellenic
Supermarket Association. He served as Vice President of the Association of Senior Business
Executives (ACEO) and until 2022 he was a Member of the Board of Directors of the Association
of Retail Companies of Greece (SELPE).
4) Theodora Koufou, Executive member of the Board of Directors & General Manager
Born in 1972 in the USA, she holds a BSc in Finance from New York University and a Master's
degree in Economics from Pace University. She has been working for the Company since
September 2001. She was appointed General Manager of the Company in July 2015. From
September 2001 to June 2015 she was the Company's Internal Audit Officer. Prior to joining the
Company, she had worked in the USA at John Kaldor USA, Angelika Films, etc. She holds the
position of manager of the subsidiary AS Kids Toys Srl in Romania. From the position of General
Manager of the Company, she has contributed decisively to the coordination of its operations and
its overall successful course.
5) Konstantinos Andreadis, Executive member of the Board of Directors
Born in 1980 in Thessaloniki, he received a BA in Business Administration from Kingston University
– ICBS (Bachelor Degree). He also holds an MA in Marketing Management from Middlesex
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
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University. From 01.12.2004 to 30.09.2016 he worked in the Company's Sales Department, a
tenure that has provided him with a deep knowledge of customer-centric planning. Since 2016
he has focused on the management of subsidiaries, applying innovative approaches to the
market, building strong relationships with partners, and optimizing operational operations. From
25.05.2016 until today he holds the position of Director of the Company's subsidiary in Cyprus,
"AS Company Cyprus Ltd", while at the same time he holds the position of Country Manager of
"AS Kids Toys Srl" in Romania, where he contributes to the company's market penetration and
adapts strategies to local needs. In these roles, he guides strategies aimed at operational
excellence, increasing market share, and enhancing local brand awareness. With the strategic
thinking that distinguishes him and his many years of experience, he contributes to the further
growth and development of the Company internationally.
6) Athanasios Chrysafidis, Independent non-executive member of the Board of
Directors, member of the Audit Committee and the Remunerations and Nominations
Committee.
He was born in 1962 in Didymoticho. He is a graduate of Hunter College in New York and holds
a master's degree from the same institution. He has long-term experience in the field of financial
services and extensive knowledge on the capital market and corporate governance. From 2018
to 2025, he served as Non-Executive Chairman of the Board of Directors of the company "NBG
ASSET MANAGEMENT M.F.M.C" of NBG GROUP, while from 2015 to 2021 he was Chief Executive
Officer and Executive Member of the Board of Directors of the company "NBG SECURITIES S.A"
of NBG GROUP. From 2016 to 2021 he was a member of the Investment Committee of "NATIONAL
BANK OF GREECE", while in previous years he has worked in various managerial positions in
banking institutions and companies, in Greece and abroad (BANK OF ATTICA S.A., ERNST &
YOUNG, HELLENIC INVESTMENT Co., INTERBANK, BANKERS TRUST Co. New York). From 1998
to 2015 he worked as a Treasurer at BANK OF ATTICA S.A.
7) Georgios Vletsos, Independent non-executive member of the BoD, member of the
Audit Committee
He was born in 1985 in Thessaloniki. He studied Business Administration at the University of
Macedonia. He continued his studies in Applied Auditing and Accounting of the Institute for the
Education of Certified Public Accountants and received a master's degree in Banking and Finance
from the International Hellenic University. He worked for 8 years at the Auditing Company SOL
S.A. receiving the title of Certified Public Accountant. For the last 5.5 years he has been working
in the group of "Raidestos SA" in the Industrial Area of Sindos, Thessaloniki, as Chief Financial
Officer of the group, having under his supervision the financial strategy and financial management
of the group's companies in Greece and abroad. The companies of the "Raidestos" group have
as their object the wholesale trade in the agri-food sector and the provision of services in the
same sector. He has extensive knowledge of accounting principles in IFRS and Greek Accounting
Standards, tax legislation, international auditing standards and audit design in both the private
and public sectors. He has managed various special projects, including mergers, acquisitions,
conversions, and liquidations. He participates as a member of the Board of Directors of the
companies "K&N Efthymiadis SA", "KCB Agriscience BV", "BIOS AGROSYSTEMS S.A.", "VITRO
S.A." and "RAIDESTOS".
8) Theofilos Mechteridis, Non-Executive Member of the BoD, Member of the Audit
Committee and the Remunerations and Nominations Committee
He was born in 1966 in Thessaloniki. He studied at the School of Management and Economics
(SDO) of the Department of Business Administration of the Technological Educational Institute of
Kavala. He received his degree as a customs broker in 1989 and since then he has been practicing
this profession until today. He specializes in the import of toys and other related items and has
been cooperating as a customs broker with the Company for more than twenty-five years. He
has specialized experience in the processes of international transit trade, with a focus on the
import and distribution of toys, compliance with customs regulations and safety standards. He
has many years of experience in the field of transport and logistics, the provision of consulting
services on customs regulations and the optimization of import-export procedures. With his
knowledge and participation in critical committees, he contributes substantially to the
development of the Company. He is a Non-Executive Member of the Board of Directors of the
Company from 2009 until today, with active participation in the Audit and Remunerations and
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
44
Nominations Committees, contributing to the strategic guidance and supervision of the Company.
He is fluent in English, which allows him to collaborate effectively at the international level.
The independent non-executive members, as established by the Board of Directors in its decision
of 02/04/2026 , following the recommendation of the Remunerations and Nominations
Committee, retain their independence at the time of drafting this Decision, in accordance with
the independence criteria of Law 4706/2020, and have submitted relevant declarations of
independence to the Company.
In addition, by the same decision, the Board of Directors examined the annual Declarations of
Compliance of the members of the Board of Directors with the Company's Conflict of Interest
Policy and Procedure and investigated the capacity or position held by members of the Board of
Directors or the Audit Committee of the Company, at the same time in other companies, taking
into account the arising from this capacity, professional or personal commitments and conditions,
in particular any issues of independence and conflict of interest, in accordance with the approved
Suitability Policy and in conjunction with the relevant provisions of the legislation. It is noted that
the Statement of Compliance with the Conflict of Interest Policy and Procedure is resubmitted on
an annual basis, by the existing members of the Board of Directors, prior to the publication of the
annual financial report.
As can be seen from the above, the members of the Board of Directors have the skills, diversity
and experience required for the exercise of their duties and responsibilities and respond in
accordance with the provisions of the Suitability Policy, the Company's operating model and
strategy.
Corporate Secretary
Dionysia Chaikali
Mrs. Dionysia Chaikali is a lawyer, registered with the Thessaloniki Bar Association, a graduate of
the Law School of the Aristotle University of Thessaloniki and holds a master's degree in the field
of Public Law of the same School. She is a PhD candidate in Law at the Aristotle University of
Thessaloniki and speaks English, French and German. She has eight years of experience in the
operation of public limited companies and very good supervision of stock exchange legislation
and Corporate Governance. Since 2023 she has been a Certified Compliance Officer and since
2022 a certified DPO.
Senior Manager
Panagiotis Papaspyrou, Chief Financial Officer
He was born in 1960 in Athens. He studied at the University of Piraeus – Department of Business
Administration, at the University of Manchester U.K – Accounting & Finance and holds a Master's
degree from the University of Lancaster U.K – Accounting & Finance. He has worked as a Financial
Manager of companies in Greece and abroad for more than 20 years [Internal Auditor at Banque
Nacionalale de Paris, Nutricia (Dutch listed in baby food), IMI (English listed in the soft drink
dispenser sector), 3E (bottler of Coca Cola products) & Misko – Barilla (Italian company in the
food industry). Since 2000 he has been working as a financial-tax consultant in support of the
Financial Departments large enterprises. His professional cooperation with the Company began
in the year 2000.
Sultana Stroikou, Internal Auditor
Sultana Stroikou is an economist, a graduate of the University of Macedonia (BSc in Economics),
with more than 20 years of professional experience in the fields of accounting, corporate
compliance and internal audit. She has significant experience in the private sector, having worked
at AS Company S.A. in accounting and financial management positions, while since 2015 she has
also assumed the duties of Head of Corporate Announcements and Shareholder Service
Department. From 2020 until today, she holds the position of Internal Auditor at AS Company
S.A., with the main object of internal control, compliance and implementation of the corporate
governance framework. He has attended specialized training programs in internal audit and
corporate governance (Law 4706/2020) and has strong expertise in accounting and information
systems. At the same time, she has developed research activity with publications in international
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scientific journals and participation in conferences in the fields of public economics and financial
markets.
The CVs of the members of the Board of Directors and the top management are posted on the
website of https://ir.ascompany.gr/el/etairiki-diakyvernisi/dioikitiko-symvoulio/simerini-synthesi/
company
Description of the main responsibilities of the Chairman of the Board of Directors and
Chief Executive Officer.
According to the existing composition of the Board of Directors into a body and the current
legislative and regulatory framework:
• Determines the items on the agenda and convenes the Board of Directors, ensures the
good organization of its work and directs its Meetings.
• Represents the Company in court and out of court.
• Exercises all the powers that belong to the Board of Directors by the statute and the Law
and do not require collective action, being able to delegate responsibilities to another
member by proxy.
As Chief Executive Officer, he monitors the implementation of the objectives and manages the
day-to-day affairs of the Company, always in accordance with the decisions of the General
Meeting and the Board of Directors, ensuring the smooth and effective operation of the Company.
Given that the Chairman of the Board of Directors of the Company is the Executive Chairman, Mr.
A. Petalas has been appointed as non-Executive Vice Chairman, in accordance with an expressly
permitted deviation from the CGC.
Members of the Board of Directors and main managers who hold shares of the
Company
On the date of drafting of the Corporate Governance Statement, the members of the Board of
Directors and main Executives who held shares issued by the Company are the following:
(a) Efstratios Andreadis, Chairman of the Board of Directors and Chief Executive Officer: holds
4.120.637 shares, representing 31,39289% of the Company's share capital.
(b) Anastasia Andreadou, Executive Vice Chairman of the BoD: holds 4.079.804 shares,
representing 31,08181% of the Company's share capital.
(c) Apostolos Petalas, Non-Executive Vice Chairman of the BoD, independent non-executive
member of the BoD: holds 65.000 shares, representing 0,4952% of the Company's share capital.
(d) Theodora Koufou, Executive Member of the BoD: holds 793 shares, representing 0,00604%
of the Company's share capital.
(e) Konstantinos Andreadis, Executive member of the BoD: holds 201.421 shares, representing
1,53452% of the Company's share capital.
(f) Athanasios Chrysafidis, son of Paschalis, independent non-executive member of the BoD: holds
20.000 shares, representing 0,15237% of the Company's share capital.
(g) Panagiotis Papaspyrou, Chief Financial Officer: holds 8.040 shares, representing 0,06125% of
the Company's share capital.
Table
Full Name
Capacity
Number of
Shares
1
Efstratios Andreadis
Chairman of the Board of
Directors, CEO
4.120.637
2
Anastasia Andreadou
Executive Vice President of the
Board of Directors
4.079.804
3
Apostolos Petalas
Non-Executive Vice-Chairman of
the Board of Directors
65.000
4
Theodora Koufou
Executive member of the Board
of Directors
793
5
Konstantinos Andreadis
Executive member of the Board
of Directors
201.421
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6
Georgios Vletsos
Independent member of the
Board of Directors
Does not own
shares
7
Athanasios Chrysafidis
Independent member of the
Board of Directors
20.000
8
Theophilos Mechteridis
Non-executive member of the
Board of Directors
Does not own
shares
9.
Panagiotis Papaspyrou
Chief Financial Officer
8.040
10.
Sultana Stroikou
Internal Auditor
Does not own
shares
Conflict of Interest – Other Professional Commitments
The Company has adopted a Policy and Procedure for the Prevention and Treatment of Conflict
of Interest Situations, which was amended by the decision of the Board of Directors dated
17/03/2025. In accordance with the procedure applied by the Company, the members of the
Board of Directors notify the Chairman of the Board of Directors and the Remunerations and
Nominations Committee of any professional occupation outside the Company as well as any actual
and/or potential conflicts of interest of the same or related persons, before assuming their duties,
but also on an annual basis, before the publication of the annual financial report. The declarations
are evaluated by the Remunerations and Nominations Committee and then by the Board of
Directors.
In accordance with the above, as examined in the context of the meetings of the Remunerations
and Nominations Committee and the Board of Directors of the Company dated 02/04/2026, the
members of the Board of Directors have notified the Company of their following other professional
commitments (including significant non-executive commitments to companies and non-profit
institutions), which are as follows:
N/A
Name of the member of the Board
of Directors
Participation in companies, corporate management
bodies or committees of companies
1
Efstratios Andreadis
No
2
Anastasia Andreadou
BINGO LIMITED COMPANY OF FURNITURE AND
ELECTRONIC DEVICES/ BINGO E.E.
3
Konstantinos Andreadis
AS COMPANY CYPRUS LTD (subsidiary)
4
Apostolos Petalas
1) DREAM SEA NEPA
2) PALAIΟLEDIA SA (SOLAR PARK)
3) SUPERMARKET ASSOCIATION OF GREECE
4) NOVA CONSTRUCTIONS S.A.
5) HELLENIC RECYCLING GUARANTEE SYSTEM
S.A. ("DRS HELLAS S.A.")
5
Theophilos Mechteridis
No
6
Athanasios Chrysafidis
No
7
Georgios Vletsos
1) RAIDESTOS SA
2) BIOS AGROSYSTEMS M.ABEE
3) VITRO HELLAS S.A.
4) K&N Efthymiadis SA
5) KCB Agriscience BV
8
Theodora Koufou
1) AS KIDS TOYS SRL
2) WORLDTRADE T&E SINGLE MEMBER P.C.
According to the above, the Chairman of the Board of Directors does not participate in another
Board of Directors of a listed company and none of the other members of the Board of Directors
(executive, non-executive and independent non-executive) held a position on the Boards of
Directors of more than five (5) listed companies and companies not affiliated with the Company
during the fiscal year 2025.
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Declaration of annual review of the fulfilment of the independence requirements of
the independent non-executive members of the Board of Directors
In accordance with par. 3 of article 9 of Law 4706/2020, the Board of Directors examines the
fulfilment of the independence requirements of its independent non-executive members. In this
context, the three (3) existing independent members of the Board of Directors, Messrs.
Athanasios Chrysafidis, Georgios Vletsos and Apostolos Petalas, were invited and signed
Statements, according to which they state that, at the time of drafting this Decision, meet the
independence criteria of the law, as detailed in the signed statement, which is part of the
company's Suitability Policy. At its meeting on 02/04/2026, the Remunerations and Nominations
Committee, in cooperation with the Legal Department and the respective relevant departments
of the Company, proceeded to ascertain the truth of the content of the above statements, based
on the files and data made available to them.
The Board of Directors, after taking into account the above recommendation of the
Remunerations and Nominations Committee dated 02/04/2026, regarding the review of the
fulfilment of the independence criteria of the existing three (3) independent members of the
Board of Directors Messrs. Apostolos Petalas, Athanasios Chrysafidis and Georgios Vletsos, with
its decision of 02/04/2026, found in accordance with the provisions of par. 3 of article 9 of Law
4706/2020, that at the time of drafting this document, all the conditions of par. 1 and 2 of article
9 for the characterization of all the above members of the Board of Directors as independent.
XIII. Mode of operation of the Board of Directors
The Board of Directors meets at the headquarters of the Company or the branch maintained by
the Company in Attica, or anywhere in Greece or abroad, in accordance with the terms of the
Law, the Articles of Association and its Rules of Operation, as well as by teleconference. It is
convened by the President or his deputy, or whenever at least two (2) of the councillors request
it.
The Board of Directors may, by special decision taken by a simple majority of its Members who
are present and/or represented, delegate part of its responsibilities, including the power of
representation and commitment of the Company, even from those assigned to its members by
the minutes of the formation into a body of the Board of Directors, with the exception of those
exercised collectively, to third parties, members or non-members of the Board of Directors,
determining at the same time in the above decision the extent of the above assignment.
The Board of Directors has a quorum and meets validly if half (1/2) plus one of the Directors are
present or represented in it. In order to find the quorum number, the fraction that may arise is
omitted. The Board of Directors decides validly by an absolute majority of the Directors who are
present in person or are represented, except in cases for which an increased majority is provided
for in the Articles of Association or in the Law. In case of a tie, the vote of the Chairman of the
Board of Directors prevails. In case of personal issues, the Board of Directors decides by secret
ballot. Each director has one vote, while when he represents an absent director he/she has two
(2) votes. A Director who is absent from a meeting for any reason is entitled to be represented
by another Director, but in no case can a member of the Board represent more than one Directors.
In 2025, the Company's Board of Directors held thirty-one (31) meetings. The following table lists
the participations of each member in the meetings of the Board of Directors:
Member
Participation in
meetings
Efstratios Andreadis, President & Director. Consultant, Executive Member
31
Anastasia Andreadou, Vice-Chairman, Executive Member
31
Theodora Koufou, executive member
31
Athanasios Chrysafidis, independent non-executive member
31
Georgios Vletsos, independent non-executive member
31
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Apostolos Petalas, independent non-executive member
31
Konstantinos Andreadis, executive member
31
Theofilos Mechteridis, non-executive member
30
According to the above, all the members of the Board of Directors participated in all its meetings,
except for the member Mr. Theofilos Mechteridis, who did not participate in one of them. In
particular, he did not participate in the meeting of the Board of Directors on 12.01.2025 (minutes
of the Board of Directors no. 846/12.01.2025), given that the issue under discussion concerned
him (approval of a contract for the provision of customs broker services with the Company).
The independent non-executive members of the Board of Directors held a joint meeting and
submitted to the regular General Meeting of 2025 the report dated 22/05/2025, in accordance
with article 9 par. 5 of Law 4706/2020, which concerns the period from the previous
corresponding Report of the independent members (27/05/2024) and until the date of its drafting,
i.e. on 22/05/2025.
IX. Information on the composition and operation of the Audit Committee
The Company, in compliance with the requirements of Law 4449/2017, as a Company listed on
the Stock Exchange ("Public Interest") has an Audit Committee, which is a Committee of the
Board of Directors, consisting of four (4) members of the Board of Directors, of which three (3)
are independent Non-Executive Members and one (1) Non-Executive Member. The regulation of
the Audit Committee is published on the website of the Company
https://ir.ascompany.gr/el/etairiki-diakyvernisi/epitropes-dioikitikou-symvouliou/epitropi-
elegchou/.
The Audit Committee of the Company consists of the following members of the Board of Directors:
(a) Georgios Vletsos, Independent Non-Executive Member of the BoD
(b) Athanasios Chrysafidis, Independent Non-Executive Member of the BoD
(c) Theofilos Mechteridis, Non-Executive Member of the BoD
(d) Apostolos Petalas, Independent Non-Executive Member of the BoD
The Committee consists of three members who have knowledge of accounting and/or auditing,
Mr. G. Vletsos, Mr. A. Petalas and Mr. A. Chrysafidis and its Chairman is the independent Vice
Chairman of the Board of Directors, Mr. A. Petalas.
The renewal of the term of office or the modification of the composition of the Audit Committee
is made by decision of the Board of Directors of the Company.
The term of office of the Audit Committee, as a Committee of the Board of Directors, follows the
term of office of the Board of Directors, as defined by the General Meeting of 19.06.2025, and is
three years, expires on 19.06.2028, and is automatically extended until the convening of the
Annual Ordinary General Meeting of the year 2028, if it takes place after 19.06.2028.
The Audit Committee, among other things, monitors and supervises the conduct of the Internal
Audit by the Internal Audit Service, cooperates with the Company's auditors and evaluators and
proposes its proposals to the Board of Directors.
The Audit Committee meets on a regular basis at least 4 times a year, after the completion of the
quarterly Internal Audit Reports, as well as extraordinarily, if the circumstances arise. Two
meetings are held before the publication of the half-year and annual financial statements. During
the meetings, the findings of the audit work of the statutory auditors, the bodies of the
supervisory authorities and the Internal Auditor are evaluated and utilized.
The Audit Committee is convened by its Chairman. The Committee meets and has a quorum when
at least three (3) of its Members are present. Decisions are taken by a majority of its members.
In a separate chapter of the Annual Financial Report of the Board of Directors of the Company,
in accordance with the relevant instruction of the Hellenic Capital Market Commission (prot. no.
427/21.02.2022 – question 13), the Report of the Activities of the Audit Committee to the Annual
General Meeting of the shareholders of the year 2026, which was approved on 07.04.2026 at a
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meeting of the Audit Committee, is included. This Report also includes the details of the meetings
of the Committee held during the year 2025.
X. Information on the composition and operation of the Remunerations and
Nominations Committee
The Remuneration Committee of the members of the Board of Directors was established by
decision of the Board of Directors of the Company in December 2019, based on the decision of
the extraordinary General Meeting of 18.12.2019. With the same decision of the General Meeting,
its Rules of Operation were also approved. With the decision of the Board of Directors of the
Company dated 16.7.2021, the Committee also assumed the role of the Nomination Committee
and was renamed to Remuneration and Nominations Committee and on the same day the Rules
of Procedure were approved by the Board of Directors of it. On 30.11.2022 with the no. 793
minutes of the Board of Directors, the Rules of Procedure of the Remunerations and Nominations
Committee (2nd edition) were amended again. The Committee consists of three non-executive
members of the Board of Directors, the majority of whom are independent. An independent non-
executive member of the Board of Directors is also its Chairman. The Commission's Regulation is
published on the website of the https://ir.ascompany.gr/el/etairiki-diakyvernisi/epitropes-
dioikitikou-symvouliou/epitropi-elegchou/
The current Remunerations and Nominations Committee was appointed by virtue of the no.
864/19.06.2025 minutes of the Board of Directors and consists of the following members:
a) Apostolos Petalas, Independent Non-Executive Member of the BoD & Chairman of the Audit
Committee
b) Athanasios Chrysafidis, Independent Non-Executive Member of the Board of Directors
c) Theofilos Mechteridis, Non-Executive Member of the Board of Directors
The term of office of the Remunerations and Nominations Committee follows the term of office
of the Board of Directors and expires on 19.06.2028, and is automatically extended until the
convening of the Annual Ordinary General Meeting of the year 2028, during which a new Board
of Directors will be elected, if it takes place after 19.06.2028.
The Remunerations and Nominations Committee has the responsibilities mentioned in its Rules
of Procedure (see link above).
Activities of the Remunerations and Nominations Committee
During the fiscal year 2025, the Commission held eleven (11) meetings.
Members
Participation in meetings
Apostolos Petalas, independent non-executive member
11
Athanasios Chrysafidis, independent non-executive member
11
Theofilos Mechteridis, non-executive member
10
According to the above, all the members participated in all the meetings of the Committee, except
for one in which Mr. Mechteridis did not participate, given that it concerned the proposal to the
Board of Directors for the approval of a service contract between the Company and himself.
In addition to the meetings/teleconferences, there were also telephone communications between
the members, whenever deemed necessary.
At those meetings, inter alia, the Committee:
- Reviewed and approved the signing of a contract with a related party (non-executive member
of the Board of Directors) and made a relevant proposal to the Board of Directors.
- Selected an external evaluator to assist in the work of the annual process of individual and
collective evaluation of the Board of Directors, the Chairman & CEO and the General Manager, as
well as the Committees, in accordance with the special practice CGC 3.3.4, according to which at
least every three years the evaluation is facilitated by an external consultant.
- Headed the annual individual and collective evaluation process of the Board of Directors, the
Chairman & CEO and the General Manager, as well as the self-evaluation of the Remunerations
and Nominations Committee, in collaboration with the external evaluator. At the same time, it
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reviewed the Policy and Procedure for the evaluation and the relevant questionnaires, with the
assistance of the external evaluator. The evaluation took place in the first quarter of 2025, with
2024 as the reference year, and on 31.03.2025, the Committee met to present the results of its
evaluation and self-evaluation and to discuss and decide on the submission of proposals or action
plans to the Board of Directors, while on the same day the above results were also presented to
the Board of Directors of the company.
- Reviewed the annual declarations of conflict of interest and declarations of independence and
made a recommendation to the Board.
- Approved a draft of the annual remuneration report for the year 2024 and expressed an opinion
to the Board of Directors, in view of the Ordinary General Meeting of the year 2025.
- Made a proposal to the Board of Directors for the advance payment of the remuneration of the
members of the Board of Directors for the year 2025.
- Made a proposal to the Board of Directors regarding the determination of the method of payment
of the remuneration of the members of the Board of Directors and the method of payment of the
bonus to the Company's executives for the fiscal year 2025, in the context of the implementation
of the decisions of the Ordinary General Meeting of 19.06.2025.
- Approved an Annual Continuous Training Program for the members of the Board of Directors
for the year 2026.
- Approved the succession plan and the Succession Policy and Procedure of the Members of the
Board of Directors and the Senior Executives, submitting a relevant proposal to the Board of
Directors.
Report on the Remuneration of the members of the Board of Directors
The Remunerations and Nominations Committee prepares a clear and comprehensible
Remuneration Report, which presents a summary of the remuneration paid to the members of
the Board of Directors during the previous financial year, as required by Law 4548/2018. The
Remuneration Report is then submitted for discussion to the regular General Meeting, as a
separate item on the agenda. The vote of the shareholders regarding the Remuneration Report
is advisory and the Board of Directors must explain in the next Remuneration Report, the way in
which the result of the Shareholders' vote was taken into account. In accordance with the
procedure described above, the remuneration report for 2024 was submitted and approved by
the Annual General Meeting of 2025 and further published on the Company's website.
Additionally, the 2025 remuneration report will be submitted for discussion at the 2026 Annual
General Meeting, ensuring that the report is prepared and published in accordance with the
requirements of applicable law.
XI. Diversity policy in administrative, management and supervisory bodies
The Members of the existing Board of Directors have experience covering a relatively wide age
range (ages from 40-75 years old) while at the same time most of them have studied abroad.
They actively contribute to the work of the bodies as they have multifaceted experience in areas
related to the business object of the Company and the Group such as trade, import/export,
finance, accounting and audit procedures.
The Board of Directors of the Company elected by the General Meeting of 19.06.2025 consists of
six (6) men and two (2) women (75% and 25% respectively). The Audit Committee and the
Remunerations and Nominations Committee are made up of men only.
The Company makes an effort to ensure that the Members of the Board of Directors and the
Audit Committee have high professional training and experience, a high level of education and
organizational and administrative skills, having experience and tenure in similar positions.
According to the provision of article 5 of Law 5178/2025, which introduced article 3A par. 2 in
Law 4706/2020, the participation of the underrepresented gender in the Board of Directors should
not be less than 25% of the total members of the Board of Directors. In the case of a fraction,
the percentage is rounded to the nearest whole number. Based on the existing composition of
the Board of Directors, the Company meets the requirements of Law 4706/2020, as amended by
Law 5178/2025, regarding the balanced representation of the Boards of Directors
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The Company and the Group do not consider gender as a criterion and factor that may in any
way influence the selection or participation of a person in any body or position in the Company,
a fact that is reflected in its Rules of Operation, as well as in the policies and regulations that
accompany it as annexes. The aim is to add other representatives of the underrepresented gender
to the Board of Directors or to the Committees in the future, in accordance with the needs of the
Company and the Group in general, but this is not an end in itself. In any case, the relevant legal
provisions are strictly observed.
As far as the underrepresented gender is concerned, in addition to the Executive Vice President
and Executive Member of the Board of Directors, Ms. Anastasia Andreadou, the Executive Member
of the BoD, Ms. Theodora Koufou, holds the position of General Manager of the Company, as well
as that of the Manager of the subsidiary in Romania, "AS KIDS TOYS S.R.L". Managerial positions
in the Company are held by 3 other women, one Director and two heads of departments. Women
have also been assigned the duties of Internal Auditor and Compliance Officer.
In any case, after the entry into force of Law 5178/2025 and in particular of article 3B thereof,
the publication of the guidelines by the Hellenic Capital Market Commission, in accordance with
article 17 par. 1 of Law 5178/2025, so that an update of the selection criteria can take place.
XII. Evaluation of the Company's Internal Control System by an independent
evaluator.
According to the no. 1/891/30.9.2020 decision of the Hellenic Capital Market Commission, the
evaluation of the ICS is carried out either periodically or on a case-by-case basis. Periodicity is
defined as the period of time between two consecutive evaluations and which is determined at
three (3) years starting from the reference date of the last evaluation. In this regard, the external
assessment of the company's internal control system (ICS) was completed by the auditing firm
KPMG in March 2023, with a reference date of 31 December 2022 and a reference period from
the entry into force of Article 14 of Law 4706/2020, i.e. July 2021.
According to the previous "Report on the Evaluation of the Adequacy and Effectiveness of the
Internal Control System" dated 31.03.2023, which was sent to the Board of Directors of the
Company and to the HCMC by the evaluating company KPMG, it is concluded that the evaluator
did not report anything that could be considered as a material weakness of the Company's ICS,
in accordance with the Regulatory Framework. The findings, which do not constitute material
weaknesses, have been recorded in the detailed evaluation report. The Company, after receiving
the report, proceeded to gradually comply with all the findings of the above audit.
By decision of the A.C. dated 29/10/2025, the Company assigned the Assessment of the Adequacy
and Effectiveness of the Internal Control System it implements, to the company "Grant Thorton",
for the period from 01/01/2023 to 31/12/2025 and with reference date 31.12.2025.
According to the "Summary Report on the Assessment of the Adequacy and Effectiveness of the
Internal Control System" dated 23.03.2026, sent to the Board of Directors of the Company and
to the HCMC on 27.03.2026 by Mrs. Moustaki, Certified Public Accountant of Grant Thornton,
regarding the assessment of the adequacy and effectiveness of the Company's ICS, with a
reference period from 01.1.2023 to 31.12.2025 and a reference date of 31.12.2025, it did not
come to the attention of the evaluator anything that could be considered as a material weakness
of the Company's ICS in accordance with the Regulatory Framework.
XIII. Evaluation of the Corporate Governance System.
In accordance with paragraph 1 of article 4 of Law 4706/2020 and the letter no. 604/05.03.2024
of the Hellenic Capital Market Commission, the Board of Directors defines and supervises the
implementation of the corporate governance system of provisions 1 to 24 of Law 4706/2020,
monitors and evaluates periodically every three (3) financial years its implementation and
effectiveness, taking the appropriate actions to address deficiencies. According to paragraph 1 of
article 13 of Law 4706/2020, the corporate governance system includes at least the following:
(a) an adequate and effective internal control system, including risk management and regulatory
compliance systems;
(b) adequate and effective procedures for the prevention, detection and suppression of conflicts
of interest;
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c) adequate and effective mechanisms for communication with shareholders to facilitate the
exercise of their rights and active dialogue with them (shareholder engagement);
d) remuneration policy, which contributes to the Company's business strategy, long-term interests
and viability.
Based on the above, in March 2025, the company completed the external evaluation of the
company's Corporate Governance System (CGS) in collaboration with the auditing firm Grant
Thornton, with a reference date of December 31, 2024 and a reference period from the entry
into force of article 14 of Law 4706/2020, i.e. July 2021 to 31.12.2024. The above work of Grant
Thornton did not reveal any material weaknesses in the Company's Corporate Governance
System.
In order for the periodicity of the two audits (the Internal Control System and the Corporate
Governance System) to be synchronized and carried out from now on within the same year, by
the decision of the AC dated 29/10/2025, it was decided to conduct an external audit of the
Internal Control System with reference date 31.12.2025 and evaluation period of 1.1.2023 –
31.12.2025, as well as of the Corporate Governance System with reference date of 31.12.2025
and period 1.1.2025 –31.12.2025.
The Board of Directors, in the context of its obligations arising from par. 1 of article 4 of Law
4706/2020, assigned to Grant Thornton S.A. the assessment of the adequacy and effectiveness
of the Company's Corporate Governance System.
According to the "Summary Report on the Evaluation of the Adequacy and Effectiveness of the
Corporate Governance System" dated 23.03.2026, sent to the Board of Directors of the Company
by Mrs. A. Moustaki, Certified Public Accountant of Grant Thornton, it is concluded that based on
their work performed, as described in the paragraph "Scope of Work Performed", as well as the
evidence obtained, regarding the assessment of the adequacy and effectiveness of the
Company's CGS, with reference date 31.12.2025, the evaluator did not notice anything that could
be considered as a material weakness of the Company's CGS in accordance with the obligations
arising from the Applicable Criteria. The findings, which do not constitute material weaknesses,
have been recorded in the detailed evaluation report. The Company, after receiving the report,
began the gradual compliance with the findings of the above audit.
XIV. Evaluation (individual – collective) of the Board of Directors, Chairman and CEO,
General Manager and Self-Evaluation of Board Committees with the assistance of an
external evaluator.
Brief description of the Evaluation Process of the Board of Directors and its
Committees
The evaluation process of the Company's Board of Directors and its Committees is structured in
individual and collective evaluation, as well as self-evaluation of the committees, while every
three years it receives an external evaluation from an independent third party.
Regarding the Individual Evaluation of the Chairman of the Board of Directors & Chief Executive
Officer and the General Manager:
The Chairman of the Board of Directors & the Chief Executive Officer is self-evaluated through a
questionnaire and is evaluated by the members of the Board. The final evaluation is made by the
Non-Executive Vice President, who provides feedback.
The General Manager is evaluated by the Chairman and the members of the Board of Directors,
following a similar procedure.
The results of the above evaluations are then examined by the Remunerations and Nominations
Committee, which submits them to the Board of Directors for evaluation and utilization at each
level.
Regarding the Collective Evaluation of the Board of Directors:
It is held annually, as well as when there are substantial changes in the composition of the Board
of Directors. The aim is to ensure that the Board of Directors collectively has sufficient knowledge
and skills for the proper governance of the Company. The process includes the completion of
questionnaires by the members of the Board, the subsequent evaluation by the Remunerations
and Nominations Committee and the presentation of the results to the Board, which decides on
any corrective actions.
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As for the Self-Evaluation of the Committees (Remuneration & Nomination Committee and Audit
Committee), it is carried out annually under the responsibility of the Chairmen of the Committees.
The members of the Committees and the Board of Directors fill in questionnaires, which then,
after being evaluated by the respective Committee as a whole, are submitted for evaluation to
the Board of Directors. If necessary, the Board of Directors may invite the members of the
Committees to a meeting for clarifications and improvements in their operation.
As far as the individual evaluation of the Board of Directors is concerned, each member of the
Board of Directors is self-evaluated and then evaluated by the members of the Remunerations
and Nominations Committee. The results are presented to the Board of Directors, which decides
on any corrective actions.
External Evaluation of the Board of Directors and its Committees:
According to the Greek Corporate Governance Code, the External Evaluation is carried out every
three years with the assistance of an external consultant, who is selected through a bidding
process.
The company decided for the year 2025 to assign the Evaluation of the Members of the Board of
Directors and its Committees, both individually and collectively, to the company "DCP PROTAU
CERTIFIED AUDITORS ACCOUNTANTS BUSINESS CONSULTANTS S.A" and to a project team with
knowledge and experience for the preparation of this evaluation.
The evaluation process of the Board of Directors and the Committees of the Company included
the evaluation of:
(a) Individual Fulfillment of Suitability Criteria of each member, taking into account his/her
capacity in the Board of Directors and/or the Committees,
(b) Collective suitability of the Board of Directors and its Committees, taking into account the
criteria of collective suitability as defined in the Company's Suitability Policy
(c) Effectiveness of individual performance through a process of self-evaluation and feedback by
the Remunerations and Nominations Committee, as well as collectively for each body by
calculating the average of the members.
The process was supported by questionnaires completed by each member in the following
pillars/key areas:
- Individual and Collective Suitability Criteria based on the Suitability Policy
- Internal Control System Framework
- Corporate Governance System Framework
All of the above were analyzed by the Remunerations and Nominations Committee in collaboration
with the project team of the External Partner. The results of the process were recorded in a
detailed report by the external partner and presented to the Remunerations and Nominations
Committee at its meeting on 31/03/2025, for further processing and for the information of the
Board of Directors.
According to the conclusion of the above report, the Board of Directors of the Company and its
Committees exceed expectations in all the above areas of evaluation in terms of the suitability
and effectiveness of its members.
In particular, the above procedure ascertained the fulfillment of the conditions for the existing
members of the Audit Committee and the Remunerations and Nominations Committee, in terms
of the suitability criteria adopted by the Company, in its current Suitability Policy, and especially
in terms of the independence criterion of the majority of their members, in accordance with par.
3 of article 9 of Law 4706/2020 and full compliance was confirmed.
Taking into account the above, the members of the Remunerations and Nominations Committee
unanimously found that the Board of Directors of the Company as well as its Committees are
worthy in terms of qualifications, size and composition, with the business model and strategy of
the Company, the effective cooperation of the members is achieved and there is no need to renew
or replace members of the Board of Directors or its Committees.
The results of the external evaluation are examined by the Remunerations and Nominations
Committee and the Board of Directors, in order to take measures to improve the efficiency of the
body's operation. Especially for the Audit Committee, the external evaluation of the Internal
Control System is a key tool to ensure its proper functioning.
For the year 2026, the Company proceeded with a corresponding evaluation process of the Board
of Directors and its Committees, which was implemented internally, without the assistance of an
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external consultant. The evaluation covered both the individual and collective suitability and
effectiveness of the members of the Board of Directors, following the same principles and criteria
provided by the Suitability Policy and the corporate governance framework of the Company. The
results of the process were examined at meetings of the Board of Directors, the Audit Committee
and the Remunerations and Nominations Committee, which took place on 31/03/2026.
The results of the evaluation showed that the Board of Directors and its Committees continue to
fully meet the suitability requirements and operate with a high degree of efficiency, with no need
for changes in the composition or functioning of the bodies.
The evaluations aim at the continuous improvement of the operation of the Board of Directors
and its Committees, with the aim of effective governance of the Company. The Board of Directors
is responsible for taking improvement measures and implementing an appropriate succession
plan to maintain administrative continuity.
Report on the activities of the Audit Committee for the year 2025, according to article
44 of Law 4449/2017
To the Annual General Meeting of the Company's shareholders for the year 2026
Dear Shareholders,
In my capacity as Chairman of the Audit Committee of the Company, I present to you a summary
of the Committee's Activity Report, the content of which has been approved by its members on
07.04.2026 for the closing year 2025 (01.01.2025-31.12.2025), in order to demonstrate the
performance of the Committee's duties, as well as its contribution and assistance to the
Company's compliance with the provisions of the applicable legislative and regulatory framework
governing its operation.
(1) Purpose
The primary purpose and main concern of the Audit Committee is to support and assist the Board
of Directors (BoD) in the exercise of its duties regarding financial reporting, internal audit,
regulatory compliance and corporate risk management and to monitor compliance with the
relevant procedures by the Company's executives and external partners.
(2) Composition – Rules of Operation
The Company, in compliance with the requirements of Law 4449/2017 and Law 4706/2020, like
any Company listed on the stock exchange ("of public interest"), has an Audit Committee, which
is a Committee of the Board of Directors, consisting of four (4) members of the Board of Directors,
of which three (3) are Independent Non-Executive Members and one (1) Non-Executive Member.
The Audit Committee of the Company consists of the following members of the Board of Directors:
(a) Georgios Vletsos, Independent Non-Executive Member of the BoD
(b) Athanasios Chrysafidis, Independent Non-Executive Member of the BoD
(c) Apostolos Petalas, Independent Non-Executive Member of the BoD
(d) Theofilos Mechteridis, Non-Executive Member of the BoD
The term of office of the Audit Committee, as a committee of the Board of Directors, follows the
term of office of the Board of Directors, as defined by the General Meeting of 19.06.2025, and is
three years, expires on 19.06.2028, and is automatically extended until the convening of the
Annual Ordinary General Meeting of the year 2028, if it takes place after 19.06.2028.
As it was found from the review of the relevant data, the members of the Audit Committee meet
the criteria set by Article 4 of Law 3016/2002 and Article 44 of Law 4449/2017, namely:
(a) do not hold shares in more than 0,5% of the share capital of the Company and
(b) do not maintain any relationship of dependence with the Company or persons associated with
it, as defined in particular in the provisions of the above article 4 of Law 3016/2002.
The members of the Audit Committee as a whole have proven sufficient knowledge in the field in
which the Company operates (wholesale trade). Mr. Petalas and Mr. Mechteridis have been
involved in the management of the Company for many years and have acquired deep knowledge
of the way of organization, administration and operation of the Company and its individual
departments and have corresponding professional experience. Mr. Chrysafidis has many years of
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Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
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experience in finance, in matters of the Stock Exchange and the Hellenic Capital Market
Commission, in corporate governance, as well as in matters of investment management and
financing. His participation in the Audit Committee was selected due to his experience in the
analysis of balance sheets and financial data of companies in the wholesale sector, including listed
companies, as well as his involvement in the financing of companies in the same sector. Mr.
Vletsos has remarkable experience in auditing, finance, and wholesale in recent years, as the
financial director of a group of companies operating in this field. He is at the right age to have
the prospect of his long-term cooperation with the Company as a member of the Board of
Directors and its Committees. Of the above members, sufficient knowledge in auditing and/or
accounting matters is held by Messrs. Athanasios Chrysafidis, Apostolos Petalas and Georgios
Vletsos, who have the corresponding academic education and/or professional experience, which
ensures the smooth and effective organization and operation of the Committee to the maximum
extent possible. By decision of the Audit Committee dated 19.06.2025, it was determined that
the member of the Committee who will be present at the meetings of the Board of Directors
related to the approval of the financial statements, will be the Chairman of the Committee, Mr.
Apostolos Petalas.
The Audit Committee has a Regulation of Operation, as amended and approved on 17.03.2025
(3rd amendment). This Regulation is posted on the website of https://ir.ascompany.gr/el/home/
company.
(3) Meetings - frequency of performance
During the fiscal year 2025 (01.01.2025-31.12.2025), the Audit Committee met eleven (11) times.
Specifically, it met on the following dates: 08.01.2025, 17.02.2025, 17.03.2025, 31.03.2025,
15.04.2025, 22.05.2025, 19.06.2025, 25.09.2025, 29.10.2025, 27.11.2025 and 22.12.2025. The
participation of members in the meetings is reflected in the table below.
Members of the Audit Committee
Number of participants
Apostolos Petalas, independent non-executive member
11
Theofilos Mechteridis, non-executive member
11
Athanasios Chrysafidis, independent non-executive member
11
Georgios Vletsos, independent non-executive member
11
It can be seen from the above table that all the members of the Committee participated in all its
meetings.
The frequency and timing of the meetings are decided by the Chairman of the Audit Committee,
always in consultation with the members. By its decision dated 17.02.2025, the Audit Committee
approved the annual scheduling of its meetings for the year 2025. For the year 2026, the annual
planning and the action plan of the Audit Committee were approved by the Committee's decision
of 19/02/2026. The action plan and the meetings of the Commission are dynamic and are adjusted
if necessary during the year.
Depending on the subject matter of the meetings and on a case-by-case basis, the Certified
Auditors-Accountants, the Internal Auditor, the Compliance Officer, the Risk Management Officer,
the Legal Advisor, as well as other Executives of the Company who are in charge of the
administration and management of the company's operations, cases and activities or with other
objects related to the Committee's responsibilities are invited to participate in the meetings. in
order to provide the necessary information and clarifications. The company secretary is also
present at the meetings, who keeps the respective minutes.
(4) Committee's activities
In particular, with regard to the Commission's activities during the year ended 31 December 2025:
(A) Financial reporting procedure
The Audit Committee was mainly concerned with:
- The procedure and timetable for the preparation of financial information by Management. For
this purpose, members of the Committee held online meetings with the competent executives of
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the Company's Financial Department, who are in charge of preparing the Financial Reports
(Annual and Semi-Annual), as well as other executives of the Company.
- The information from the Certified Public Accountant on the annual statutory audit program for
the following year, 2026. In this context, an information meeting was held with the above on
27.11.2025, during which the Certified Auditor presented the planning and methodology of the
audits that will be carried out in 2026. The Committee carried out an evaluation of the statutory
audit program and made sure that it would cover the most important areas of control, taking into
account the main areas of business and financial risk of the Company. During the fiscal year 2025,
the members of the Audit Committee systematically made several telephone contacts and
electronic communications via email with executives of the auditing firm KPMG, who are involved
in the audit of the Company, in order to receive information on the progress of the preparation
of the annual and semi-annual financial statements.
- The monitoring, evaluation and examination of the process of compiling financial information,
i.e. the mechanisms and systems for the flow and dissemination of financial information as well
as other published information (stock market announcements, press releases, etc.). In particular,
it was found that the financial statements reasonably present the financial position of the
company and the group, their financial performance and their cash flows for the year ended in
accordance with the International Financial Reporting Standards (IFRS), as adopted by the
European Union. Compliance with these publicity rules was also ascertained, as well as the
possibility of immediate, unhindered and uninterrupted access to them.
On 15.04.2025, prior to the publication of the annual financial statements, the Audit Committee,
in the context of its meeting, held a meeting with the executives of KPMG and following questions
to the statutory auditors and the provision of the necessary clarifications, explaining how the
statutory audit contributed to the integrity of financial information and the role of the Audit
Committee in this process, proceeded then, through its Chairman, to inform the Board of
Directors of the Company regarding the result of the statutory audit, providing the necessary
explanations and clarifications and proposed to the Board of Directors the approval of the annual
financial statements and the comments of the auditor, before their approval by the Board of
Directors.
Accordingly, prior to the semi-annual financial report of the Board of Directors, the Audit
Committee, after meeting with the executives of KPMG, on 25.09.2025, approved a report
submitted to the Board of Directors for the preparation and audit of the half-yearly financial
statements and the comments of the Statutory Auditor.
- To examine the most important issues and risks that may have an impact on the Company's
financial statements.
(B) Procedures for internal control and risk management systems
During the fiscal year 2025, the Audit Committee was mainly concerned with:
- The self-assessment of the Audit Committee, in accordance with the approved Evaluation Policy
and Procedure, with a reference time of the year 2024, with the assistance of an external
evaluator. The self-evaluation took place in the first quarter of 2025 and on 31/03/2025, the
Committee met to present the results of its self-evaluation and to discuss and decide on the
submission of proposals or action plans to the Board of Directors, while on the same day the
above results were also presented to the Board of Directors of the Company.
- The monitoring, examination and evaluation of the adequacy and effectiveness of all the
Company's policies, procedures and safeguards regarding the internal control system, in order to
ensure that the main risks (credit risk, liquidity risk, interest rate risk, risk from macroeconomic
conditions, etc.) are identified, addressed and disclosed appropriately and completely.
- The monitoring and evaluation of the Internal Audit Unit. To this end, the Committee monitored
and inspected the proper functioning of the Internal Audit Unit in accordance with professional
standards and the applicable legislative and regulatory framework, while assessing its work,
adequacy and effectiveness, without, however, affecting its independence in any way. On
31/03/2025, the Committee received from the Company's internal auditor and examined her
annual report, for the period from 01.01.2024 – 31.12.2024, which included her annual self-
assessment under the Quality Assurance and Improvement Program, the annual risk assessment
by the MGC and the confirmation regarding the Head of the Internal Audit Unit's access to all the
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Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
57
data necessary for the performance of her duties. The annual report was approved by the
Committee on 31/03/2025 and on the same day it was submitted to the Board of Directors.
- The evaluation of the annual audit program of the internal audit unit. The annual internal audit
plan for the fiscal year 2025, initially approved by the Audit Committee, on 31.03.2025, provided
for the conduct of ten (10) audit missions. In September 2025, the Head of the Internal Audit
Department (TEE), following an assessment of the Company's regulatory developments and
business priorities, recommended the amendment of the audit scope of the Fourth Quarter, which
was approved by the Audit Committee on 25/09/2025. In total, during the fiscal year 2025, the
Internal Audit Department completed eleven (11) audit missions, achieving full implementation
of the approved plan (100%), while areas were identified to further improve the adequacy and
effectiveness of the Company's governance, risk management and control processes.
The Audit Committee systematically monitored the execution of the internal audit program and
maintained regular communication with the Internal Auditor. In this context, it received the
reports of the first, second, third and fourth quarters of 2025, which it discussed at its respective
meetings on 22.05.2025, 25.09.2025 and 27.11.2025 (while the discussion for the fourth quarter
took place in 2026, on 19.02.2026), and informed the Board of Directors of the Company
accordingly, as reflected in the relevant minutes. In addition, on 22.12.2025, a meeting was held
with the participation of the Internal Auditor and the members of the Information Technology
(IT) Department, during which the findings of the internal and external audit regarding the
Company's information systems were thoroughly examined. Also, on 17/02/2025, the Annual
Compliance Audit Report for the year 2024 was submitted and approved by the Audit Committee
and on 19.02.2026 the corresponding one for the year 2025.
On 31/03/2025, the Risk Management Officer presented to the Audit Committee the annual Risk
Management Report with the reference period from 01/01/2024 - 31/12/2024.
Within 2026: The Audit Committee approved on 19.02.2026 the annual internal audit program
for the year 2026, as submitted by the Internal Auditor of the Company. At the same meeting, it
reviewed the annual Compliance report with a reference period from 01/01/2025 to 31/12/2025
and proceeded to the approval of the annual Compliance Program for 2026, ensuring its alignment
with the applicable regulatory and legislative framework.
Furthermore, the Audit Committee met on 31/03/2026, where the annual report of the Head of
the Company's Internal Audit Department for the year 2025 was presented, in the context of
which the Committee evaluated the adequacy, effectiveness and smooth operation of the
Department, in accordance with professional standards and the applicable regulatory framework.
During the same meeting, the annual Risk Management Report for the period from 01/01/2025
to 31/12/2025 was examined, with the aim of assessing the adequacy of the Company's risk
identification and management mechanisms.
For the year 2026, the self-evaluation of the Audit Committee was carried out, in accordance with
the approved Evaluation Policy and Procedure of the Company, without the assistance of an
external evaluator. The process took place within the first quarter of 2026 and was concluded
with the meeting of the Committee on 31/03/2026, during which the results of the self-
assessment were presented, the relevant findings were discussed and it was decided to submit
any proposals or action plans to the Board of Directors. The results of the evaluation were
presented on the same day to the Board of Directors of the Company.
(C) External audit of the Certified Auditor
The Audit Committee was mainly concerned with:
• To confirm the independence, impartiality, objectivity and integrity of the Statutory Auditor,
as well as the effectiveness of the audit process, based on the relevant professional standards
and regulatory requirements. In this context, both the Reports submitted by the Auditor and
the relevant declarations of independence contained therein were evaluated.
• The procedure for conducting the statutory audit of the Company's corporate and
consolidated financial statements (annual and semi-annual), as well as the content of the
main and supplementary reports submitted by the Statutory Auditor. In this context, the
Commission confirmed that the audit of the financial statements is carried out in accordance
with the applicable legal framework, i.e. in accordance with the International Standards on
Auditing (IFRS) and the ethical rules imposed by the audit.
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• The examination of the proposal of the Auditing Firm "KPMG Certified Auditors SA" for the
statutory audit of the financial statements of the company and the Group for the year 2025,
as well as for the issuance of a tax certificate, and the recommendation to the Board of
Directors for the assignment of the above services to the above company, based on the
positive experience of previous years and the relevant offer submitted (Committee meeting
on 22.05.2025). The proposal was accepted by the Board of Directors and then by the
ordinary General Meeting of 2025.
• The provision to the Company of any additional services by the Audit Firm to which the
Statutory Auditor belongs. In this context, the Audit Committee at its meeting on 27/11/2025
confirmed that the additional services provided to the Company by "KPMG Certified Auditors
SA" related to permitted audit and other audit services.
In order to monitor the above, in 2025 there were numerous telephone contacts and electronic
communications via email, between members of the Committee, the Statutory Auditor and other
KPMG officials.
In general, the Committee’s cooperation with the external auditors is assessed as very positive,
with a direct flow of information and ease of communication whenever deemed necessary. The
auditors confirmed their excellent cooperation with all departments of the Company related to
the audit they carried out.
(D) External Evaluation of the Internal Control System
The Commission monitored the progress of the external evaluation and compliance with the
findings obtained. In particular:
The 1st external evaluation was carried out by KPMG during the period December 2022 - March
2023, and the "Report on the Evaluation of the Adequacy and Effectiveness of the Internal Control
System" of AS COMPANY S.A. dated 31.03.2023 was prepared, according to which the evaluator
did not come to the attention of the evaluator anything that could be considered as a material
weakness of the Company's ICS.
According to the evaluation report, none of its "findings" were considered significant (high risk)
as they were all classified as "medium" or "low" risk.
The 2nd external evaluation in accordance with Law 4706/2020, following a relevant
recommendation of the Audit Committee to the Board of Directors, was assigned to the company
Grant Thornton, which appointed Ms. Athena Moustaki as evaluator. In particular, with the
decision of the EU dated 29/10/2025, the Company assigned the Assessment of the Adequacy
and Effectiveness of the Internal Control System it implements, to the company "Grant Thorton",
for the period from 01/01/2023 to 31/12/2025 and with reference date 31.12.2025. Grant
Thornton has confirmed its independence in accordance with the Code of Conduct for Professional
Auditors of the International Council for the Standards of Conduct for Auditors (Code of Conduct
for Auditors) which has been incorporated into Greek Law, as well as the ethical requirements of
Regulation EU 537/2014 and Law 4449/2017, Law 4706/2020 and Decision 1/891/30.09.2020 of
the Board of Directors of the Hellenic Capital Market Commission. The audit by Grant Thornton
was carried out, in accordance with the International Assurance Standard 3000 (Revised)
"Assurance Projects beyond the audit or review of historical financial information", during the
period October 2025-March 2026, and the appointed evaluator prepared the "Summary Report
on the Assessment of the Adequacy and Effectiveness of the Internal Control System" dated
23.03.2026 of AS COMPANY S.A. (conducting an external audit in accordance with article 14 par.
3 par. I and 4 of Law 4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the
HCMC. The report was notified to a) the Board of Directors, b) the Audit Committee and c) the
Hellenic Capital Market Commission on 27.03.2026.
According to the conclusion of the Evaluation Report "[..] Based on our work carried out, as described
above in the paragraph "Scope of Work Performed", as well as the evidence obtained, regarding the
assessment of the adequacy and effectiveness of the Company's ETS, with reference date 31.12.2025, we
haven’t noticed anything that could be considered as a material weakness of the Company's ICS in
accordance with the Regulatory Framework" and under the title "Detailed Report to the Board of
Directors and the Audit Committee" "Any further findings, which do not constitute material weaknesses,
have been recorded in our detailed evaluation report to the Board of Directors and the Audit Committee of
the Company, as provided by the Regulatory Framework".
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According to the evaluation report, none of its "findings" were considered significant (high risk)
as they were all classified as "medium" or "low" risk.
The findings concerned the following audited areas: (a) Control mechanisms and safeguards and
(b) Monitoring of the ICS. The Company proceeds to gradual substantial compliance with the
findings of the external audit and the Audit Committee closely monitors the whole process.
In the context of the above procedure, a meeting of the Audit Committee was held on
23/03/2026, with the participation of Grant Thornton's evaluators, during which the findings of
the assessment of the adequacy and effectiveness of the Internal Control System, as well as the
relevant recommendations for further improvement, were presented in detail.
(E) Evaluation of the Corporate Governance System
In March 2025, the Audit Committee completed the external evaluation of the company's
Corporate Governance System (CGS) in cooperation with the auditing firm Grant Thornton, with
a reference date of December 31, 2024 and a reference period from the entry into force of article
14 of Law 4706/2020, i.e. July 2021 to 31.12.2024. The above work of Grant Thornton did not
reveal any material weaknesses in the Company's Corporate Governance System.
In order for the periodicity of the two audits (the Internal Control System and the Corporate
Governance System) to be synchronized and carried out from now on within the same year, by
the decision of the EU dated 29/10/2025, it was decided to conduct an external audit of the
Internal Control System with reference date 31.12.2025 and evaluation period of 1.1.2023 –
31.12.2025, as well as of the Corporate Governance System with reference date of 31.12.2025
and period 1.1.2025 –31.12.2025. At its meeting dated 29.10.2025, the Audit Committee
examined the tenders received and assigned Grant Thornton Certified Public Accountants S.A. to
evaluate the adequacy and effectiveness of the Company's Corporate Governance System. This
assessment was carried out on the basis of the assurance procedures program included in the
decision I'73/08b/14.02.2024 of the Supervisory Board of the Institute of Certified Public
Accountants, in accordance with the International Standard for Assurance Assignments 3000
(Revised), "Assurance Projects Beyond the Audit or Review of Historical Financial Information".
Throughout the project, the Audit Committee monitored the progress of the audit and provided
assistance to the members of the audit firm Grant Thornton.
According to the "Summary Report on the Evaluation of the Adequacy and Effectiveness of the
Corporate Governance System" dated 23.03.2026, which was sent to the Audit Committee and
the Board of Directors of the Company on 23.03.2026 by the evaluating company Grant Thornton
and signed by the certified auditor accountant Ms. Athena Moustaki, it is concluded that based
on their work carried out, as this is described in the paragraph "Scope of Work Performed", as
well as the evidence obtained, regarding the assessment of the adequacy and effectiveness of
the Company's CGS, with reference date of 31.12.2025, the evaluator did not report anything
that could be considered as a material weakness of the Company's CGS in accordance with the
obligations arising from the Applicable Criteria. The findings, which do not constitute material
weaknesses, have been recorded in the detailed evaluation report. The Company, after receiving
the report, began the gradual compliance with the findings of the above audit.
In the context of the above evaluation process of the Corporate Governance System, a meeting
of the Audit Committee was held on 23/03/2026, with the participation of the representatives and
evaluators of Grant Thornton, during which the results of the evaluation, the main findings, as
well as the relevant recommendations for the further strengthening of the System were presented
in detail. During this meeting, it was confirmed that no material weaknesses were identified, while
the individual findings recorded in the detailed report were also discussed, in the context of the
continuous improvement of the Company's corporate governance.
(F) Cooperation with the Compliance Officer
The Audit Committee took note of the quarterly reports of the Compliance Officer, was informed
and monitored all the actions taken by it during the year 2025, in accordance with the approved
Monitoring Plan, as well as in addition to the planned actions.
During the 1st quarter
The following actions were taken as foreseen in the Monitoring Plan for Q1/2025:
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➢ Drafting of a Safety Regulation for Contractors and External Workshops.
➢ Training on "Competition Law Issues - Investigations and Control Tools of the Hellenic
Competition Commission - Practical Guide" to the Board of Directors and staff, which took
place on 07/02/2025.
➢ Drafting of a Gifts and Benefits Policy & relevant training for the Board of Directors and
staff, which was recorded on 27.03.2025 and communicated on 31.03.2025 to the
members of the Board of Directors and the staff of the Company to attend.
➢ Drafting of a sanctions policy.
➢ Drafting an Anti-Corruption and Fraud Policy.
➢ Drafting of a Policy on Diversity, Equality and Inclusion and relevant training for the Board
of Directors and staff, which was recorded on 27.03.2025 and communicated on
31.03.2025 to the members of the Board of Directors and the staff of the Company to
attend.
➢ Drafting a Donation Policy
➢ Drafting of a Sponsorship Policy.
In addition to the Monitoring Plan, the following actions took place during the 1st
quarter:
✓ Dispatch of a reminder letter to the members of the Board of Directors regarding the
obligation of the Corporate Secretary to maintain the independence of the members of
the Board of Directors, on 08.01.2025.
✓ Updating of the model/standard employment contracts by the Legal Department based
on the latest legislative developments.
✓ On 5.2.2025, an updated Labor Regulation was submitted to the competent department
of the Labor Inspectorate.
✓ Attendance of the seminar "Athens Exchange Group Workshop on Gender Equality in
Global Markets" by the Compliance Officer and the Corporate Secretary of the Company,
on February 17-18, 2025.
✓ Approval of Regulatory Compliance Policy and Procedure with No. 850/21.02.2025
Minutes of the Board of Directors. The above Policy and Procedure was included as Annex
19 to the Company's Regulation of Operation.
✓ Amendment of the Company's Rules of Operation and its Annexes, pursuant to the
minutes of the BoD 854/17.03.2025.
✓ Amendment of the Operating Manual of the Shareholder Services and Corporate
Announcements Department, which was approved by the no. 854/17.03.2025 minutes of
the Company's Board of Directors.
✓ Correspondence with Alpha Bank regarding GAZPROM bonds, confirming that it is
permissible to hold GAZPROM bonds.
During the 2nd quarter
The following actions were taken as foreseen in the Monitoring Plan for Q2/2025:
➢ ESG Agenda: 1. Mapping of liabilities under Law 5164/2024 (CSRD integration) and 2.
Creation of a task force / potential preparation actions.
➢ Training of staff and members of the Board of: Anti-Corruption and Fraud Policy, which
took place on 14/04/2025. The relevant training was recorded and posted on the
Company's Intranet, in order for employees and the Board of Directors to have
continuous access and the possibility of rewatch.
➢ Training of staff on GDPR issues by DPOs. On 16.04.2025, two (2) trainings of the
Company's staff took place: a) general training on GDPR issues and b) extensive training
on GDPR issues to the employees of the Marketing Communications, Reception, Imports-
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Exports, Sales, E-Commerce & Digital, B2B, Quality, Internal Audit and HR Departments
by executives of the company Samaras & Associates, which provides DPO services to the
Company.
➢ AS Company Cybersecurity Awareness Training by TicTac (external consultant) in
collaboration with the Company's IT Department, which took place on 14.05.2025.
➢ Training of staff and board members by the Regulatory Compliance Officer for the
Sanctions Policy and KYC (Know Your Customer) Controls, which took place on
22.05.2025. The relevant training was recorded and posted on the Company's Intranet.
At the same time, the Sanctions Policy Implementation Guide was sent to the staff.
➢ Overview of the Defective Product Recall Process.
➢ Overview of the Product Return Process at B2C level (purchase from physical stores &
from B2C).
➢ Revision of the Remuneration Policy. The updated Remuneration Policy was approved by
Decision No. 861/15.05.2025 decision of the Board of Directors and then by the General
Meeting of 19-06-2025 and has been posted on the Company's website.
➢ Adding a reference to the interests of key stakeholders in the Annual Management
Report.
➢ Compliance of the Board Committees and the Board of Directors with the observations of
Grant Thornton's external audit regarding the recording of processes and discussions in
the minutes of its meetings.
➢ Compliance of the Audit Committee with the comments of Grant Thornton regarding the
content of the Activity Report and the recording of processes and discussions in the
minutes of its meetings.
➢ Amendment of the Suitability Policy and drafting of a separate Examination Procedure for
the Fulfilment of Conditions of Article 9 of Law 4706/2020.
➢ Update of Policies and procedures of the IT Department.
➢ TIC TAC Laboratories prepared the Penetration Testing Report dated 20.12.2024,
following an audit of the IT systems of AS COMPANY S.A. in terms of Cybersecurity
readiness and protection that took place from 11.11.2024 (task duration 30 days).
➢ Update of HR Policies.
In addition to the Monitoring Plan, the following actions took place during the 2nd
quarter:
✓ Dispatch of an information letter to the members of the Board of Directors regarding the
obligations of listed companies in view of the selection of new members of the Board of
Directors.
✓ Attendance of Seminars: 1. Attendance of a Compliance & ESG seminar (8 hours) by the
Nomiki Bibliothiki on 7-8/4/2025 by the Company's Compliance Officer and 2. Attendance
of the teleconference "Teleconference Association of Greek Toy Craftsmen Code of
Ethics" on 9/4/2025 by the Legal Advisor, the Compliance Officer and the Corporate
Secretary. A link was sent to the General Manager with questions and answers about the
new Code of Conduct of 2025.
During the 3rd quarter
The following actions were taken as foreseen in the Monitoring Plan for Q3/2025:
➢ Monitoring of obligations under the new Athens Stock Exchange Regulation (share
dispersion).
➢ GDPR and Control of Policies & Procedures, implemented by the Company, in compliance
with the legislation on personal data.
➢ Control of the implementation of the Company's HR Policies and staff trainings by HR.
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➢ Training of staff and the Board of Directors on obligations of related parties, which took
place on 30.09.2025 by the Corporate Secretary.
➢ Drafting of the evaluation process of the CGS, which was approved by the no.
869A/25.09.2025 minutes of the Board of Directors.
➢ Staff training for Code of Conduct and Code of Conduct for Suppliers, which took place
on 30.07.2025.
➢ Compilation of the Company's Delegation Matrix.
In addition to the Monitoring Plan 2025, the following actions took place during the
3rd quarter:
✓ Drafting of new Procedures by the Quality Manager, Ms. Saramourtsi: a) "Operating
Framework" and b) "Control of files and documents", which were approved by the
General Manager.
✓ The Compliance Officer attended a seminar of the "Nomiki Bibliothiki" in relation to the
use of Artificial Intelligence by lawyers: "CHATGPT FOR LAWYERS: LEGAL PROMPT
ENGINEERING" and a workshop of the National and Kapodistrian University of Athens on
ESG (1-10-2025).
In the 4th Quarter
The following actions provided for in the Monitoring Plan for Q4/2025 took place:
➢ Update of Quality Assurance Department Procedures for compliance with toy safety
legislation.
➢ Sending a reminder email from the Compliance Officer about the rules for
accepting/offering gifts during holiday seasons.
➢ Audit of legislation for advertising & compliance by the Company/ control of the
Advertising Assignment Procedure.
➢ Checking compliance with the findings of External Audits [Corporate Governance System
and Internal Control System] and informing the Board of Directors.
➢ Instead of training the Board of Directors on legislative developments / corporate
governance / ESG, due to the anticipation of the adoption of a new Directive on the
Omnibus Package, a detailed update was included in the Q4/2025 report regarding CSRD
developments in relation to non-financial reporting. Based on the new data, AS Company
is not obliged to prepare sustainability reports, as it does not fall within the scope of the
CSRD.
➢ Staff Training on Sponsorship & Donation Policy, which took place on 10.11.2025 by the
Compliance Officer.
➢ Drafting of a Succession Plan for the Board of Directors and senior executives.
➢ Overview & update of Procedures of the Warehouse Department, Sales Department,
Financial Department.
➢ IT issues – adaptation to proposals to improve the external control of the CCA.
➢ Internal Audit Issues – adaptation to proposals for improving the external audit of the
CGS.
➢ Control of the implementation of labor legislation.
➢ The new labor law has been updated and relevant actions have been included in the
Compliance Plan 2026.
In addition to the Monitoring Plan 2025, the following actions took place during the
4
th
quarter:
➢ GDPR - Control of Policies & Procedures implemented by the Company. DPO Ms. Panagou
did two additional trainings: a) GDPR training for the members of the company's Board
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of Directors (December 2025) and b) training/workshop for the IT & HR departments,
regarding the appropriate actions for completing and using the forms related to the
GDPR.
➢ The drafting of a) the "Operating Framework" Procedure and b) the "Inspection of files
and documents" Procedure by the QA Manager and their final approval by the General
Manager took place.
➢ ATHEXESG Data Portal submission. On 30/10/2025, the company's disclosed ESG data
were submitted to the ATHEXESG Data Portal on time.
➢ Update of the Violence and Harassment Policy (2025 edition), in compliance with the new
labor law.
➢ The Compliance Officer and the Head of the QA Department attended the "Athex
Sustainability Summit 2025" conference on 09.10.2025. Also, the Compliance Officer
participated on 13.11.2025 in the 8th
Compliance Conference organized by SEKASE in
collaboration with the Nomiki Bibliothiki and in the 5th public procurement conference on
17-18/12/2025.
➢ Information regarding the dispersion of the shares of AS COMPANY. On 8.10.2025, AS
Company received an informative email from the Listed Companies Division of the Athens
Stock Exchange with the subject "Update of the Average Dispersion and Trading Activity
Level" regarding how the data of AS COMPANY S.A. are formed for the current audit
period from 01/07/2025 to 08/10/2025. Relevant information to the Board of Directors
was included in the Q4/2025 compliance report.
Also, the Audit Committee was informed on 27/11/2025 by the Compliance Officer regarding the
Company's gradual compliance with the medium or low risk findings of the conducted external
audit of the ETS and CCA.
In 2026: The Audit Committee examined the Annual Compliance Report with a reference period
from 01/01/2025 to 31/12/2025 and both the Audit Committee and the Board of Directors of the
Company, during their meetings dated 19.02.2026, proceeded to the approval of the annual
Compliance Program for 2026.
(g) Sustainable Development
The Company does not have a recorded sustainable development policy, since, based on its
characteristics, it is not obliged by law. In fact, with the recent amendments to EU legislation, it
follows that the Company, due to its size, is not obliged to prepare sustainability reports.
In any case, the Company is committed to regulatory compliance and business ethics, ensuring
the health and safety of employees, customers and visitors, creating and distributing direct
economic value to stakeholders, creating jobs, creating safe products, responsible communication
policy with customers and consumers of its products, active and responsible social contribution
through targeted actions, the defense of human rights, equal treatment and the avoidance of
any discrimination at work and the investment in the training/development of its employees and
executives.
It is noted, for the sake of completeness of this Report, that during the closing year 2025, the
Audit Committee had full and unhindered access to all the information that was necessary and
necessary for the exercise of its duties, while Management of the Company provided it with the
necessary infrastructure and premises for the effective execution of its work.
All the Members of the Audit Committee, we are confident that the Committee has carried out its
duties in full, in accordance with the provisions of the applicable legislation, contributing to the
promotion of corporate governance and the general work of the Board of Directors, safeguarding
the interests of the Company's shareholders.
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G. CORPORATE SOCIAL RESPONSIBILITY
General
Corporate Social Responsibility is a fundamental priority for AS Company, reflecting the values of
the society in which we operate and expressing our firm commitment to responsible and
sustainable business practice.
The Company is fully committed to providing high-quality products, with the basic principle of
safety and the unsurpassed quality of our toys, ensuring that every child safely enjoys learning
and entertainment experiences. Our strategy is guided by the continuous effort to bring joy,
creativity and knowledge to children, while at the same time actively contributing to society,
supporting and empowering our employees and promoting environmental sustainability.
With actions that include educational programs and initiatives to enhance social cohesion, AS
Company continues to invest in a future where business success coexists with responsibility,
integrity, and sustainable development, making its social contribution an essential part of its
identity.
Responsibility for the Market
AS Company recognizes the importance of ethical values and responsibility as the foundations of
its operation. Through the Code of Ethics we are committed to integrity, respect, compliance with
professional standards and transparency, ensuring the quality of our products and services and
the protection of human rights, which are key pillars of Corporate Social Responsibility.
Our commitment to product safety and quality is supported by close cooperation with accredited
laboratories and the performance of regular audits, strict compliance with European and national
legislation, applicable standards and regulations, as well as the implementation of systematic
quality and environmental management procedures, as established in 2025 through the
Integrated Management System (ISO 9001 & ISO 14001).
By doing so, we ensure that our products meet stringent safety and quality standards, meeting
both regulatory requirements and consumer expectations, enhancing their trust, and supporting
the growth of the new generation. The Quality Department monitors and ensures compliance
with the specifications across the entire range of our products.
As far as production in third countries is concerned, the company only cooperates with suppliers
who comply with the Business Social Compliance Initiative. These factories are subject to regular
audits and inspections by authorized organizations, ensuring working conditions in line with
ethical and social requirements, enhancing the overall responsibility of the supplier chain.
Strengthening Organizational Resilience through an Integrated Quality and
Environmental Management System
2025 was a year of substantial organizational upgrading for AS Company, through the
development and implementation of an Integrated Quality and Environmental Management
System, in accordance with the internationally recognized ISO 9001 and ISO 14001 standards
respectively.
This initiative marked a broader organizational transformation, with a focus on structural process
standardization, enhanced transparency, systematic management of operational risks, and
prevention of environmental impacts.
The project was designed and implemented under the guidance of Quality Manager with active
collaboration between departments throughout the corporate operation. In this context:
• Critical operational processes were mapped and redesigned.
• Risk-based thinking was further integrated into decision-making processes, enhancing
systematic risk assessment.
• Performance indicators (KPIs) have been updated and expanded to provide a measurable
snapshot of the effectiveness of quality and environmental processes.
• A system for monitoring environmental parameters was developed.
The implementation of the Quality and Environmental Management System has contributed to
enhancing operational efficiency, reducing discrepancies and systematically monitoring regulatory
compliance.
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The completion of this organizational transition confirms Management's strategic commitment to
continuous improvement and strengthens the Company's credibility regarding customers,
suppliers and institutional investors. In 2025, the Company established a new level of operational
discipline and organizational maturity, setting the stage for continuous improvement and
sustainable growth.
Based on the foundations laid in 2025, the Company plans for 2026 to continue deepening
organizational maturity, with the aim of further optimizing processes, enhancing environmental
efficiency and ensuring systematic improvement across the entire range of its activities.
Responsibility for Society
The Company considers giving back to society as fundamental values that guide its strategy and
action. With a focus on improving social conditions, the company seeks to make a substantial
contribution to the development of children and young people, who are the future and
development of society. In this context, it actively supports humanitarian actions and initiatives
aimed at real change and the creation of long-term, positive outcomes.
Through the Corporate Social Responsibility program, the Company implements actions that
strengthen vulnerable social groups, focusing on improving the daily lives of children and their
families. In 2025, the Company distributed a total of 5,356 pieces of toys through product
donations.
Actions and Contribution of AS Company in 2025
• Support of the Association "I Agalia"
The Company donated 380 pieces of Chicco products to the Association for the Protection of the
Unborn Child "Agalia", contributing to the support of pregnant women and new mothers facing
socio-economic difficulties. The donation covers the basic needs of infants aged 0–24 months,
offering baby equipment and essential care items.
• Collaboration with Make-A-Wish Greece
Recognizing the important work of the organization, the Company offered 315 toys, which were
distributed to the organization's wish children, as well as to their siblings, contributing to the
creation of moments of joy and supporting the organization's mission to fulfill children's wishes.
• Support for ELEPAP
The Company donated 100 pieces of board games, which were donated to ELEPAP's Christmas
Bazaars. Through the distribution of the products, funds were collected to support the treatments
of the "Brave Children" with disabilities.
• Support of "The Smile of the Child"
As part of its social contribution, the Company donated 215 toys for the organization's "Christmas
Smile Bazaar". The toys were available for sale in the bazaars held in Agia Paraskevi, Piraeus and
Thessaloniki, with the aim of strengthening the actions to support children and families in need.
• Support of Christmas Charity Activities
During the festive season, the Company also supported important organizations and institutions
by providing games for the Christmas Bazaars and their activities, including:
• Greek Children's Village of Filyro
• Lampsi – Association of Parents of Children with Neoplastic Disease
• SOS Children's Villages of Greece (Plagiari)
• Children's Asylum
• Down Syndrome Association of Greece
• Elpida – Autistic Person Unit
• Iliachtida – Association for the Support of People with Disabilities
and many more organizations active in supporting children and vulnerable social groups.
Through these initiatives, the Company continues to actively contribute to creating a positive
social impact, supporting organizations and associations that offer substantial help to children
and families throughout Greece.
Commitment to a Better Tomorrow
The Company remains committed to promoting social well-being, strengthening organizations
and associations that support the most vulnerable groups in society. Through specific and tangible
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actions, the Society contributes to the relief and improvement of the living conditions of children
and families in need.
H. ENVIRONMENTAL & LABOR ISSUES
Environmental Strategy & Sustainable Product Initiatives
The Product Marketing Department continues the implementation and further development of the
"Reduce – Remove – Recycle – Materials" strategy, which was adopted in 2021 and is a key pillar
of the Company's environmental strategy.
This strategy aims to reduce the environmental footprint of products and packaging, through the
responsible management of raw materials and the integration of sustainable practices throughout
the product life cycle.
The four pillars of the strategy:
Reduce - The goal is to reduce raw material consumption and save resources through optimized
production and packaging processes.
Remove - Eliminating unnecessary or unsustainable materials from products and packaging,
with a focus on reducing the use of plastic.
Recycle - Integrating recycled materials and enhancing recycling practices in the production
process.
Materials - Selection of sustainable and certified materials, with a focus on the use of raw
materials that reduce the environmental footprint.
Initiatives by Product Category
Board Games
In the category of board games, important initiatives were implemented to optimize packaging
and use sustainable/recyclable raw materials.
Reduce packaging materials - All new products in the category have around 20% less
packaging, while at the same time the plastic film used to seal boxes and cards has been removed.
This initiative has made a significant contribution to reducing waste. In 2025, 19 new products
were launched on the market, with a total volume of around 180.000 pieces with this new
packaging approach.
Recycle – Use of certified materials - The use of 100% FSC certified materials in board game
packaging expanded significantly. In total, approximately 400.000 pieces were traded, while the
use of FSC materials recorded a 33% increase compared to the previous year, confirming the
category's steady transition to responsibly and sustainably sourced raw materials.
Outdoor Toys – AS Wheels & SHOKO
In the category of outdoor toys, the Company continues to adopt packaging solutions based on
certified materials.
AS Wheels - 100% FSC certified materials are used in the packaging (colorbox) of the products
in the category. In 2025, approximately 22.000 pieces were sold in this form of packaging.
SHOKO - The products in the series are available exclusively in FSC-certified packaging, with
approximately 17.000 pieces on the market in 2025.
HappiHobbi - At the HappiHobbi brand, the strategy of transitioning all products to FSC certified
packaging continued.
In 2025, the Giga Blocks and Magic Scribblers categories were sold entirely in FSC packaging,
with a total distribution of approximately 318.000 pieces.
At the same time, the preparation carried out in 2024 for the transition of additional categories
to FSC materials was implemented in 2025. Specifically, approximately 223.000 pieces from the
categories of Painting Workshops, Paint & Frame, Magnet, Art and Projectors were placed on the
market exclusively with FSC certified packaging.
Distribution Games
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In the category of distribution toys, the company implements initiatives aimed at reducing the
use of plastic, the use of recycled materials and improving the environmental performance of
packaging.
Reduce – Reduce the use of materials and plastic
Cry Babies – Dreamy - The product packaging was designed without plastic parts, helping to
reduce the environmental footprint. Approximately 1.150 pieces were placed on the market.
Baby Paws - The packaging consists exclusively of cardboard, significantly reducing the use of
plastic. Approximately 9.050 pieces were placed on the market.
Silverlit – Remote-controlled toys - The gradual replacement of conventional batteries with
rechargeable batteries continues, while at the same time plastic windows are gradually removed
from product packaging.
SuperThings – Collection figures - Blister packs are gradually replaced with cardboard boxes,
helping to reduce the use of plastic.
Recycle – Use of recycled materials
Cry Babies- Loving Care - The packaging consists of 30% recycled PET, with approximately
15.190 pieces placed on the market.
Cry Babies – Stars - The packaging includes 30% recycled PET, enhancing the use of recycled
materials. Approximately 1.621 pieces were placed on the market.
Disney Plush – Fluffy Toys - A significant part of the collection uses 100% recycled polyester
to fill the products. Around 250.000 pieces were placed on the market with this feature.
Sustainability and Energy Management of the Company
The Company, respecting the environment and committed to sustainable development, adopts
practices that save valuable energy resources. In this context, it proceeded with the construction
of a photovoltaic (PV) park with the aim of reducing dependence on conventional energy sources
and promoting the use of clean energy. The park, which was installed on the roof of the
Company's headquarters building, covers exclusively the energy needs of the company, without
injecting into the grid or storing excess energy.
This investment demonstrates the Company's commitment to reducing its ecological footprint and
integrating sustainability practices into all its operations. The PV park was commissioned on March
8, 2024 with a photovoltaic capacity of 145 kW.
2025 PV Park Performance Review
Parameter
Value
Park Operation Performance
99%
Annual total consumption
302,8 MWh
Consumption from the grid
190,13 MWh (63%)
Consumption from PV park
111,95 MWh (37%)
Overall energy self-sufficiency
37%
Saving CO2 emissions
48,84 tons
Strengthening of energy infrastructure and upgrading of PV installations
In 2025, the increase in the capacity of the photovoltaic park by 99 kW was completed, resulting
in the total installed capacity from 145 kW to 244 kW. The final connection of the new capacity
to the grid by HEDNO is expected to take place within 2026, when the system will be fully
operational, further enhancing the Company's level of energy self-sufficiency.
At the same time, the Company implemented a significant energy upgrade of its facilities,
replacing the existing heating and cooling system with an A+++ energy class heat pump with a
capacity of 400 kW. The new solution replaced older technology-based equipment based on fuel,
introducing a modern, fully automated system of high energy efficiency, with no direct CO₂
emissions and no need to store fuel, using ecological refrigerant R32.
The facility now covers all the heating and cooling needs of the facilities, contributing substantially
to the reduction of energy consumption and the improvement of the Company's overall
environmental footprint.
In addition, in the context of optimizing the supporting infrastructure, two conventional air
conditioning units in the server room were replaced with new inverter technology units of energy
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class A+++, which ensure increased efficiency and stable operating conditions for the IT
equipment, with significantly lower energy consumption.
The above interventions are part of the Company's overall strategy for continuous improvement
of energy efficiency, reduction of emissions and strengthening of its sustainable operation.
Recycling Contributions 2025
The Company actively participates in recycling, paying contributions for waste management and
the promotion of the circular economy. In this context, for 2025, the recycling contributions are
distributed as follows:
RECYCLING CONTRIBUTIONS 2025
ITEM CALCULATED
QUANTITY
UNIT MEASUREMENT
TOTAL
CONTRIBUTION
VALUE
PLASTIC & PAPER PACKAGING THAT IS NOT
CONSIDERED AN ESSENTIAL PART OF THE
PRODUCT
261.633,99
KILOGRAMS
18.562,61 €
ELECTRICAL APPLIANCES (ITEMS THAT WORK
WITH ELECTRICITY)
241.609,46
KILOGRAMS
69.793,61 €
BATTERIES
1.236.458
PIECES
21.653,02 €
TOTAL GROUP
110.009,24 €
CONTRIBUTIONS OF THE NATIONAL ORGANIZATION FOR MEDICINES (E.O.F.) 2025
ITEM CALCULATED
TURNOVER
OF
COSMETICS
PRODUCTS
CALCULATION
PARAMETER
TOTAL
CONTRIBUTION
VALUE
ANNUAL COSMETICS FEE
908.477,17 €
GRADUATED
PERCENTAGE OF
COSMETICS TURNOVER
8.834,77 €
The Company continues to invest in reducing its environmental footprint by implementing
responsible recycling and waste management practices, in accordance with the principles of
sustainable development.
Carbon Footprint
In 2025, the Company continued to consistently implement its strategy for transparency and
sustainable development, submitting the carbon footprint report for the year 2024 to the publicly
accessible electronic database of the Natural Environment and Climate Change Agency, in
accordance with applicable regulatory requirements. At the same time, it remained active in the
implementation of initiatives that contribute to the gradual reduction of its emissions.
Following the significant reduction of its carbon footprint by 20,42% in 2024, the Company sought
to further enhance its environmental performance in 2025 as well, emphasizing energy
optimization actions and the increased utilization of renewable energy sources.
The Company seeks to achieve its corporate goals by combining its contribution to sustainable
development with the satisfaction of consumer needs. With absolute respect and responsibility
towards the environment, it promotes a progressive approach founded on creating a sustainable
future for children and families. Through the creation of innovative products and experiences, the
Company provides children with a play environment that inspires, entertains and promotes their
development.
Commitment to Sustainable Mobility: Upgrading Our Fleet with Electric Vehicles
As part of the Group's strategy for sustainable development and the reduction of its environmental
footprint, in 2025 the maintenance of six (6) purely electric cars in the corporate vehicle fleet
continues, actively contributing to the reduction of emissions and the promotion of
electromobility. At the same time, the Group has eight (8) electric vehicle charging points at its
facilities, supporting their daily and uninterrupted use.
The choice of electric vehicles is part of the Group's overall commitment to responsible business
operation, reducing dependence on fossil fuels and improving the energy efficiency of its daily
activities. Electric vehicles leverage modern technologies and optimized range, offering a low
environmental footprint, as well as high levels of safety and comfort for employees.
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This initiative is part of a broader framework of actions towards a greener and more sustainable
business model. The Group remains committed to the gradual integration of environmentally
friendly solutions, with the aim of reducing carbon dioxide emissions and adopting practices that
contribute to the creation of a healthier and more sustainable environment.
Basic intangible resources
The Group essentially relies on its intangible resources to create value, diversify its products and
maintain its competitiveness. According to article 150 of Law 4548/2018, large companies must
provide information on the main intangible resources that affect their business model. In the
case of the Group, intangible resources do not just function as complementary assets, but are
fundamental factors in ensuring the financial performance and long-term viability of the company.
The Group's dependence on intangible resources, as well as the creation of value, are reflected
as follows:
• Strong Brand Equity – Reliance on consumer awareness and trust.
The Group operates in markets where consumer confidence and quality perception play a key
role in purchasing decisions. The Company's brands have established themselves as
benchmarks in the toy category, allowing for pricing power and the continuous development
of new products.
• Customer Relationships & Consumer Behavior Data – Reliance on market insights and loyalty.
The Group relies on the analysis of consumer behavior data, which allows the adaptation of
its products and commercial strategies to the needs of customers. Losing access to this data
would reduce the Company's ability to adapt quickly to changing market trends, negatively
impacting sales and new product development.
• Organizational culture and human capital – Dependence on know-how & innovative thinking
The specialization of human resources is an essential competitive advantage. The Research &
Development (R&D) department is instrumental in creating improved products that shape
consumer trends.
Employment
AS Company is its people who support its operation and progress every day.
Selection, placement in specific jobs, assignment of duties and corresponding remuneration are
made on the basis of the principles of equal treatment and meritocracy.
The management of the Company in matters of Human Resources and relations between
employees affect its performance and consequently are an important lever for its long-term
development.
In this context, the Group attaches particular importance to providing a positive, productive and
safe working environment, while implementing a recruitment and staffing policy aimed at the
development of its employees and the development of their skills. The key points of its policy
are:
• It provides equal recruitment opportunities to external candidates, based on meritocratic
criteria, according to the specifications of each job.
• It provides equal opportunities for development to its employees, in order to ensure equal
opportunities and the fight against discrimination through internal transfer and promotion
procedures.
• New jobs are filled either by internal movement - promotion of employees with a direct
proposal for a change of position - promotion to an employee or by a new hire, without
discrimination on any basis (gender, nationality, religion, political or other opinions, disability,
sexual orientation, etc.).
• It implements a fair remuneration and benefits policy.
• It implements a staff evaluation system on an annual basis. For 2025, the staff evaluation
started in January 2026 and is expected to be completed by the end of March of the year.
The gender profile of the Group's employees is mixed, as it employs men by 54% and women by
46%.
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The Group's relations with the staff are excellent and there are no labor issues.
The consequence of these relations is the lack of court cases related to labor issues.
Staff Training & Retention
The Company's philosophy is "lifelong learning" and its goal is to maintain a well-trained Human
Resources that meet the requirements of their role, the modern market requirements that shape
new skills needs, as well as the possible intra-company changes in the work environment.
For this reason, the Company attaches importance to the training of its employees.
In the context of the educational process, the appropriate programs are selected, their content
is planned, implemented and the appropriate evaluation data are kept.
The purpose of the training programs is to improve the subject of knowledge of employees, to
provide them with know-how in their work, to deepen and develop their skills, so that,
consequently, they enhance their performance and contribute to the achievement of corporate
goals.
The first training program for each employee is the onboarding program, through which newly
hired employees are informed about the structure of the Company, their job position, the
Company's Internal Work and Rules of Operation, its computer systems, as well as the corporate
policies and procedures that concern them.
The annual training plan for each year is drawn up at the beginning of the year by the Directors
/ Heads of the Departments in collaboration with the HR department. For the development of the
annual training plan, the following parameters are taken into account:
• The Company's strategic objectives
• Last year's trainings, programs, program evaluation and participants
• The educational needs of each department and each employee in relation to the individual
development of their skills and their subject
• The Company's available budget for the implementation of the trainings
Based on the needs and proposals of all departments, the Company creates the annual training
plan that is gradually implemented the following year.
All programs, internal trainings and trainings from external implementing bodies, are evaluated
in terms of their effectiveness and are implemented either in person or remotely (e-learning).
Goal Setting-Evaluation
In the context of the Company's operation and its continuous development, a culture has been
established that encourages initiatives to optimize the organization and implementation of the
procedures described in its Operating Regulations. In this direction, as of 2023, the Company's
Human Resources department has completed the creation of an employee evaluation system, in
order to identify strengths, areas for improvement and their training needs, always with the aim
of retaining, developing and rewarding talented and efficient employees. At the same time, every
year the Company implements a reward system for executives, which includes setting goals and
linking it with a bonus for achieving the goals.
Health & Safety
Creating a safe and healthy working environment is a priority for the Group. In the context of
protecting the health and safety of its employees, suppliers, customers and partners, the following
are implemented:
 Intensive inspections by safety technicians at all the Company's facilities (Athens and
Thessaloniki).
 The Company provides occupational physician services in accordance with the requirements
of the legislation.
 Regular training of employees to deal with safety and health emergencies, both themselves
and visitors to the Company's premises. At the same time, an internal Fire Safety and First
Aid team has been created, while care has also been taken for the installation of safety-
related markings in the facilities.
 Free provision to all Group Private Medical Insurance staff, providing in addition the possibility
of inclusion in the insurance program of dependent members of employees' families with a
subsidy of part of the premium by the Company.
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Respect for Man
The Company adopts policies aimed at the protection of Human Rights in the workplace with the
following main axes:
• the Internal Work Rules
• the Internal Rules of Operation
• Human Resources Policies
• the Code of Ethics and Ethical Conduct
• the Policy on Violence and Harassment in the Workplace
• Diversity, Equity and Inclusion Policy
All policies and regulations are available on the Company's intranet and individual updates and
trainings have been implemented for all its staff.
Business Ethics and Regulatory Compliance
The Company's regulatory compliance issues are based on three main pillars: corporate
governance, business ethics and solidarity work behavior.
In this context, the Company, inter alia, implements and disposes of the following:
• Internal Rules of Operation
• Code of Ethics and Ethical Conduct
• Audit Committee & Remuneration/Nomination Committee
• Internal Audit Department
• Nominations and Remunerations Committee
• Regulatory Compliance Officer
• Policy & Procedure for informing the Senior Management and the Internal Audit of any incident
of fraud or corruption
• Regulatory Compliance Policy & Process
• Whistleblowing Policy.
In addition, the above regulatory framework is systematically updated whenever deemed
appropriate and necessary, while at the same time training activities are provided to the
Management and staff in relation to ethical and regulatory compliance issues.
Protection of personal data
The Company is dedicated to protecting the confidentiality and privacy of the information
provided to it or collected by it and complies with the applicable legislation on the protection of
personal data of visitors, partners, customers and suppliers (current and former), employees and
prospective employees.
The policies, in compliance with the European Personal Data Protection Regulation (GDPR) and
Law 4624/2019, are posted on the Company's intranet.
In addition, the Personal Data Protection Officer, in collaboration with the heads of the HR and
IT departments, carries out actions to continuously raise awareness and inform the Company's
staff about the proper processing of the personal data it manages, as well as regular relevant e-
learnings to all employees.
I. OTHER ITEMS – OWN SHARES
The Company has specialized executives who conduct market research on the trends of the game
in the markets of Greece and abroad and propose to the Group's Management the development
of games that suit the preferences of consumers in the markets where the Group operates.
Participation in Exhibitions abroad helps significantly in this direction.
INFORMATION ON ACQUIRED OWN SHARES article 49 par.2 of Law 4548/2018
On 23.06.2025, the Own Share Acquisition Program, which had been approved by the Annual
General Meeting of shareholders on 23.06.2023, in accordance with the provisions of article 49
of Law 4548/2018, expired.
Subsequently, following the implementation of the resolutions of the Annual General Meeting of
shareholders of 19.06.2025 and the Board of Directors of 20.10.2025, on 21.10.2025 the
implementation of a new Own Share Acquisition Program with effect until 23.6.2027 began.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
72
In the context of the share buyback programs, to date (07.04.2026) 127.131 own shares of a
total nominal value of € 83.906,46 have been purchased by the company, representing 0,96854%
of the capital with an average acquisition price of €2,604 per share.
I. DIVIDEND POLICY
The General Meeting of the Company decided at the ordinary General Meeting of 19.06.2025 the
distribution of a dividend of a total amount of €2.231.415,18, i.e. a gross amount of
€0,171321688/share.
Subsequently, by the decision of the Extraordinary General Meeting of the company dated
12.12.2025, an extraordinary cash distribution was decided to the shareholders of the Company
from the taxed and non-distributed profits of 2022 of a total amount of 787.552,55 euros, i.e. a
gross amount of €0,060431180.
The Management of the Company, having positively evaluated the financial results of the year
2025 as well as its commitment to its shareholders for a return at the level of 5,0%, will propose
at the next Ordinary General Meeting of the year 2026, the distribution of a gross dividend of
0,19 euro per share. The proposed distribution is subject to the approval of the Annual General
Meeting of Shareholders.
IA. EXPLANATORY REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY
GENERAL MEETING OF SHAREHOLDERS (article 4 par. 7 of Law 3556/2007)
This explanatory report of the Board of Directors to the Annual General Meeting of the
Shareholders of the Company contains detailed information regarding the issues of paragraph 7
of article 4 of Law 3556/2007 and is incorporated in the report of the Board of Directors.
a. Share capital structure
The share capital of the Company amounts to eight million six hundred sixty-three thousand one
hundred seventy-three euro and twenty cents (€ 8.663.173,20), divided into thirteen million one
hundred twenty-six thousand and twenty (13.126.020) common registered shares, with a nominal
value of sixty-six euro cents (€ 0,66) each.
The shares of the Company are listed for trading in their entirety on the Athens Stock Exchange.
The Company holds 127.131 treasury shares at the time of this drafting. The shares with voting
rights are 12.998.889.
The rights of the shareholders of the Company deriving from its share are proportional to the
percentage of the capital, to which the paid-up value of the share corresponds. All shares have
the same rights and obligations and each share incorporates all the rights and obligations provided
by the Law and the Articles of Association of the Company.
b. Restrictions on the transfer of the Company's shares
The transfer of the Company's shares is carried out in accordance with the Law and there are no
restrictions on their transfer by the Company's Articles of Association, especially given that these
are dematerialized shares listed on the Athens Stock Exchange.
There was no change during the year 2025 and until the time of writing this document.
c. Significant direct or indirect holdings within the meaning of articles 9 to 11 of
Law 3556/2007
The shareholders (natural or legal persons) who held on 31.12.2025, directly or indirectly, more
than 5% of the total number of shares and the relevant voting rights of the Company are listed
in the table below.
Shareholder's name
Percentage of participation
in total shares
Percentage of participation on
shares with voting rights
1. Andreadis Efstratios
31,35975%
31,60773%
2. Andreadou Anastasia
31,081181%
31,32758%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
73
From the reference date 31.12.2025 and until the time of writing, on 18.02.2026, Mr. Efstratios
Andreadis, Chairman and CEO of the company, purchased 1.850 common shares of the company,
at €4,0946 each, of a total value of €7575,10. Also on 02.03.2026 he purchased 2.500 common
shares of the company, for €3,9354 each, of a total value of €9.838,50. Following the above
transactions, their participation percentages at the time of drafting this are as follows:
Shareholder's name
Percentage of participation
in total shares
Percentage of participation on
shares with voting rights
1. Andreadis Efstratios
31,39289%
31,69992%
2. Andreadou Anastasia
31,081181%
31,38579%
There were no other changes regarding the other shareholders (natural or legal persons) who
hold, directly or indirectly, more than 5% of the total number of shares and the related voting
rights of the Company.
d. Shares conferring special control rights and description thereof
There are no shares of the Company that provide their holders with special control rights.
There was no change during the year 2025 and until the time of drafting this one.
e. Restrictions on the right to vote
The Company's Articles of Association do not provide for any restrictions on the voting rights
deriving from its shares, other than those provided by the Law for the same shares.
There was no change during the year 2025 and until the time of drafting this one.
f. Agreements between shareholders known to the Company, which entail
restrictions on the transfer of shares or the exercise of voting rights
The Company is not aware of the existence of agreements between its shareholders, which entail
restrictions on the transfer of its shares or on the exercise of the voting rights deriving from its
shares.
There was no change during the year 2025 and until the time of drafting this one.
g. Rules for the appointment and replacement of members of the Board of Directors
and amendment of the Articles of Association
The rules provided by the Company's Articles of Association for the appointment and replacement
of the members of its Board of Directors and the amendment of its provisions do not differ from
those provided for in Law 4548/2018.
h. Competence of the Board of Directors or certain of its members for the issuance
of new shares or for the purchase of own shares
First of all, it is noted that no issue of new shares took place in 2025.
With regard to the purchase of own shares, the acquisition and treatment of own shares by the
Company takes place within the framework of the provisions of articles 49 et seq. of Law
4548/2018. The articles of association do not contain any different provisions than those provided
by law in relation to these matters.
In particular, by the decision of the General Meeting dated 19.06.2025, it was decided to
purchase, at a maximum rate, 5% of the total shares existing at the time of the decision of the
General Meeting (19.06.2025) and its paid-up capital, corresponding to 656.301 shares out of a
total of 13.126.020 shares, with a purchase price range from €1,00/ share (minimum) to
€6,00/share (maximum limit), which purchase must be implemented within a period of twenty-
four (24) months, from 24/6/2025 to 23.6.2027. Subsequently, the Board of Directors with the
no. 870/20.10.2025 decision unanimously decided, in accordance with the decision of the General
Meeting dated 19.06.2025, the commencement of the purchase program of the company's own
shares, through the brokerage company "EUROBANK EQUITIES S.A.", as of Tuesday, 21.10.2025.
The total number of shares of the Company that are traded on the Athens Stock Exchange equals
13.126.020 shares, of which the Company holds 127.131 shares.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
74
i. Significant agreements entered into by the Company that enter into force, are
amended or expire in the event of a change of control following a public offer and
the effects of these agreements
There are no agreements that enter into force, are amended or expire in the event of a change
in the Company's control following a public offer.
There was no change during the year 2025 and until the time of drafting this one.
j. Agreements of the Company with members of the Board of Directors or with
its staff, regarding compensation in case of resignation or dismissal without
valid reason or termination of their term or employment due to a public offer
There are no agreements of the Company with members of its Board of Directors or with its staff,
which provide for the payment of compensation, especially in case of resignation or dismissal
without a valid reason or termination of their term or employment due to a public offer.
There was no change during the year 2025 and until the time of drafting this one.
IB. Stakeholders / interested parties
Stakeholders or interested parties are the persons, natural and legal, who affect or are affected
by the decisions of the Company's bodies, its activities and its business operation in general. The
Company attaches particular importance to communication and cooperation, as far as possible,
with interested parties, taking them into account in the decisions of its competent decision-making
bodies. In particular, the most important stakeholders/interested parties of AS COMPANY S.A. are
the following: (a) Customers (b) Employees (c) Shareholders (d) Suppliers (e) Society (f) State
and Regulatory Authorities (g) SMEs.
The Company's aim is to develop a harmonious and sustainable relationship and cooperation with
stakeholders.
Stakeholder
groups
How to contact
Main issues of concern to the
teams
Customers
-Continuous communication, electronically
and/or in person.
- Responding to every communication on
behalf of retail customers (B2C)
-Informing customers through promotions,
social media, corporate site.
-Security, Availability and Product
Prices
-Payment terms
-Terms and conditions of product
returns (B2C)
-Product returns/recalls
-Observance of a Code of Conduct
for Offers and Discounts
- Protection of personal data
Employees
-Continuous information through the
Company's intranet
-Trainings (indicatively: on code of ethics,
GDPR, Cybersecurity, Policy for the
Prevention and Combating of Violence &
Harassment, Whistleblowing, etc.)
-Growth and development
-Health & Safety at Work
-Equal opportunities / respect for
diversity / inclusion
-Fees / additional benefits
-Education
Shareholders
- G.M. (regular and extraordinary)
-Periodic and extraordinary announcements
-Organization of information meetings and
roadshows
-Annual Investor Briefing
-Ensuring valid and timely
information
-Information on Financial Results
-Prospects and investments
-Corporate Governance
Suppliers
-Continuous electronic and/or face-to-face
communication
-On-site visits to suppliers' facilities
-Meetings in the context of international
sectoral exhibitions
-Toy security
-Control of technical specifications
and preparation of technical files
-Terms of cooperation with suppliers
-Signing and observing a Supplier
Code of Conduct
Society
-Contact with local bodies
-Actions / competitions through social media
-Implementation of corporate
responsibility programs and actions
(sponsorships and donations)
-Product cost control
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
75
-Recruitment of employees from the
local community
State and
Regulatory
Authorities
-Participation in information events
-Electronic and/or face-to-face
communication and cooperation with
Supervisory Authorities at national and local
level
-Regulatory compliance on issues
related to the general operation of
the Company
Media
-Periodic announcements
-Promotions/ Advertising
-Informing the public
- Commercial development
-Adherence to an advertising code of
ethics
IC. HIGHLIGHTS AFTER THE END OF 2025
Completion of the ICS Adequacy and Effectiveness Assessment
The assessment of the adequacy and effectiveness of the ICS for the period 01.01.2023 to
31.12.2025, as provided by the provisions of par. i of par. 3 and par. 4 of article 14 of Law
4706/2020 and the decision 1/891/30.9.2020 of the Board of Directors of the Hellenic Capital
Market Commission, conducted by the Certified Auditor Accountant Ms. Athena Moustaki, was
completed on March 23, 2026. In the Summary Report on the Assessment of the Adequacy and
Effectiveness of the ICS prepared and sent to the Hellenic Capital Market Commission on
27.03.2026, it is recorded that no material weakness of the Company's Internal Control System
was found, in accordance with the Regulatory Framework.
Assessment of the Adequacy and Effectiveness of the CGS
The assessment of the adequacy and effectiveness of the CGS for the period 01.01.2025 to
31.12.2025, carried out by the Certified Auditor Accountant Ms. Athena Moustaki, was completed
on March 23, 2026. According to the "Certified Public Accountant Assurance Report dated
23.03.2026 for the evaluation of the Corporate Governance System in accordance with the
obligations provided by paragraph 1 of Article 4 of Law 4706/2020", nothing that could be
considered as a material weakness of the CCA in accordance with the obligations arising from the
Applicable Criteria, with reference date 31.12.2025, was identified.
The Group does not conduct trade with Middle Eastern countries that are directly or indirectly
involved in the conflict with Iran.
However, developments in the war in Iran are expected to negatively affect transport costs, as
more than 70% of the Group's imports come from China.
At the same time, key suppliers in China have already announced their intentions to increase
prices on their products, citing rising energy costs.
Under the current circumstances, and if the conflict is prolonged, Management estimates that the
gross profit margin could decline by aproximately 2% to 5%.
There are no other events subsequent to the Financial Statements, which relate either to the
Group or to the Company, which are required to be referred to by the International Financial
Reporting Standards.
N. ALTERNATIVE PERFORMANCE METRICS ('EDMA')
The Group uses Alternative Performance Indicators (EDMA), in addition to the figures resulting
from the Financial Statements prepared in accordance with the International Financial Reporting
Standards (IFRS), in the context of performance evaluation, strategic planning and business
decision-making.
The EDMAs used are based on "comparable" figures, which are obtained through the addition or
subtraction of specific items from the corresponding figures of the financial statements, in order
to more fully reflect the operational performance of the Company and the Group.
EBITDA Ratio
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
76
This indicator results from the subtraction of administrative, disposal and research expenses from
the gross profit plus other revenues. For the fiscal year 2025, the EBITDA ratio has been taken
into account by deducting the profit from the sale of real estate in Elounda, Crete, for
comparability purposes.
This index provides useful information for the analysis of the operating performance of the
Company and the Group.
The development of the index for the Group in the respective twelve months of 2023, 2024 and
2025 was as follows:
31.12.2025 ( * )
31.12.2024
31.12.2023
EBITDA
7.193.642
5.165.980
5.499.810
% in sales
19,94%
16,66%
19,16%
 The EBITDA Ratio for 2025 has been calculated based on adjusted data for comparability purposes
Leverage Ratio and Net Debt
This indicator results from the addition of Short-Term Loan Liabilities plus Long-Term Loan
Liabilities, from which Cash and cash equivalents and Short-Term investments are subtracted.
The result of these funds is divided by the Equity to calculate the leverage factor. The Group uses
this indicator to assess its liquidity. Following the implementation of IFRS 16, financial liabilities
related to leases are included in the calculation of net borrowing from 2020 onwards.
The development of the index for the Group in the respective twelve months of 2023, 2024 and
2025 was as follows:
31.12.2025
31.12.2024
31.12.2023
% of Net Debt / Equity
-43,84%
-38,23%
-37,96%
Net Debt
-18.419.830
-15.039.922
-13.810.649
Net Working Capital Ratio
The Net Working Capital ratio is calculated as the difference between current assets (inventories,
customer receivables and other assets) and current liabilities (commercial and other short-term
liabilities). This ratio assesses the Group's liquidity without including cash and fair value
investments.
The evolution of the Net Working Capital for the corresponding twelve months is as follows:
31.12.2025
31.12.2024
31.12.2023
Net Working Capital
16.652.170
14.788.493
14.822.534
The index shows a gradual increase in 2025 compared to previous years, confirming the Group's improved
liquidity.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Thessaloniki, 7 April 2026
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
77
THE EXECUTIVE CHAIRMAN OF THE
BOARD OF DIRECTORS
THE MEMBER OF THE BOARD OF
DIRECTORS
& CEO
EFSTRATIOS ANDREADIS
of Konstantinos
THEODORA KOUFOU
of Dimitrios
VAT number: 025447871
VAT number: 116532026
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
78
III. INDEPENDENT AUDITOR'S REPORT
KPMG Certified Public Accountants S.A.
44 Syngrou Avenue
117 42 Athens, Greece
Telephone: +30 210 6062100
Fax: +30 210 6062111
Email: info@kpmg.gr
Report of the Independent Certified Auditor
To the Shareholders of
AS COMMERCIAL – INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Audit Report on the Corporate and Consolidated Financial Statements
Opinion
We have audited the Separate and Consolidated Financial Statements of AS Company S.A.
(the “Company”) which comprise the Separate and Consolidated Statement of Financial
Position as at 31 December 2025, the Separate and Consolidated Statements of
Comprehensive Income, Changes in Equity and Cash Flows for the year then ended, and
notes, comprising material accounting policies and other explanatory information.
In our opinion, the accompanying Separate and Consolidated Financial Statements present
fairly, in all material respects, the separate and consolidated financial position of AS Company
S.A. and its subsidiaries (the “Group”) as at 31 December 2025 and its separate and
consolidated financial performance and its separate and consolidated cash flows for the year
then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted
by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as
incorporated in Greek legislation. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Separate and Consolidated
Financial Statements section of our report. We are independent of the Company and the Group
in accordance with the International Ethics Standards Board for Accountants International
Code of Ethics for Professional Accountants (IESBA Code), as applicable to audits of the
financial statements of public interest entities, together with the ethical requirements that are
relevant to the audit of the separate and consolidated financial statements in Greece and we
have fulfilled our other ethical responsibilities in accordance with the requirements of the
applicable legislation and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
79
Key Audit Matters
Key audit matters are those matters, that, in our professional judgment, were of most
significance in our audit of the Separate and Consolidated Financial Statements of the current
period. These matters and the relevant significant assessed risks of material misstatement
were addressed in the context of our audit of the Separate and Consolidated Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
1. Inventory Valuation
See Notes 2, 4.8 and 7.6 to the Separate and Consolidated Financial Statements
The key audit matter
How the matter was addressed in our
audit
The inventories of the Company and the Group
as at 31 December 2025 amounted to
EUR 6 397 thousand, against which an
impairment provision of EUR 717 thousand
has been recognized.
Inventories are measured at the lower of cost
and net realizable value. Net realizable value
is determined based on selling prices
subsequent to the reporting period.
In this context, Management’s estimate
regarding the inventory impairment provision is
supported by factors such as slow-moving and
obsolete inventories, inventory seasonality,
and estimates of future selling prices.
Due to the significant balance of inventories,
as well as the considerable degree of
judgment required by Management in
estimating the impairment provision, inventory
valuation was considered a key audit matter.
Regarding this matter, our audit procedures
included, among others, the following:
We performed audit procedures by analyzing
inventory movements in order to identify
slow-moving items and assess the
appropriateness of Management’s
assumptions used in the valuation
process and in determining the inventory
impairment provision.
To assess valuation against net realizable
value, we compared, on a sample basis,
the carrying amounts of inventories to
their selling prices subsequent to the
reporting period.
We attended the physical inventory count to
perform sample test counts and to assess
the physical condition of inventories,
including any potential obsolescence.
Finally, we evaluated the appropriateness
and adequacy of the disclosures included in
the Financial Statements in relation to this
matter.
2. Impairment assessment of trade receivables
See Notes 2, 4.7 and 7.7 to the Separate and Consolidated Financial Statements
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
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The key audit matter
How the matter was addressed in our
audit
Trade receivables of the Company and the
Group as at 31 December 2025 amount to
EUR 14 629 thousand and EUR 15 546
thousand, respectively, against which
impairment provisions of EUR 111 thousand
and EUR 151 thousand have been recognized,
respectively.
Management assesses the recoverability of
the Company’s and the Group’s trade
receivables and estimates the required
impairment provision for expected credit
losses.
For the determination of expected credit losses
relating to trade receivables, the Company and
the Group apply a provision matrix based on
the ageing of balances, relying on the historical
credit loss experience of the Company and the
Group, adjusted for forward-looking factors
relating to the debtors and the economic
environment.
The impairment assessment of trade
receivables was considered a key audit matter
due to the significant balance of trade
receivables and the significant degree of
judgement required by Management in
assessing their recoverability.
Regarding this matter, our audit procedures
included, among others, the following:
For the purpose of assessing forward-looking
factors, we reviewed cash collections
received subsequent to the reporting date
in respect of a sample of trade
receivables.
We assessed, on a sample basis, the ageing
analysis of trade receivable balances with
respect to the accuracy and
completeness of the ageing and the
overdue status presented in the report.
We evaluated the adequacy of the
impairment provision for trade receivables
of the Company and the Group by
assessing the methodology applied by
Management in accordance with IFRS,
the related assumptions made by
Management and the data used, in
relation to the adequacy of the expected
credit loss rates per ageing category,
taking into account our knowledge of the
industry and the assessment of the
Company’s and the Group’s external legal
advisors regarding the outcome of cases
they are handling in relation to the
recoverability of trade receivables.
Finally, we evaluated the appropriateness
and adequacy of the disclosures included in
the Financial Statements in relation to this
matter.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
81
Other Information
The Board of Directors is responsible for the other information. The other information
comprises the information included in the Board of Directors’ Report, for which reference is
made in the “Report on Other Legal and Regulatory Requirements” and the Declarations of the
Members of the Board of Directors, but does not include the Separate and Consolidated
Financial Statements and our Auditor’s Report thereon.
Our opinion on the Separate and Consolidated Financial Statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Separate and Consolidated Financial Statements, our
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Separate and Consolidated Financial Statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the Board of Directors and Those Charged with Governance
for the Separate and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate
and Consolidated Financial Statements in accordance with IFRS, as adopted by the European
Union, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of separate and consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the Separate and Consolidated Financial Statements, the Board of Directors is
responsible for assessing the Company’s and the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the
Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee of the Company is responsible for overseeing the Company’s and the
Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated
Financial Statements
Our objectives are to obtain reasonable assurance about whether the Separate and
Consolidated Financial Statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs which have been incorporated in Greek legislation will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Separate and
Consolidated Financial Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
82
As part of an audit in accordance with ISAs, which have been incorporated in Greek legislation,
we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s and
the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the Separate and Consolidated Financial Statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Separate and Consolidated
Financial Statements, including the disclosures, and whether the separate and consolidated
financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the Group as a basis for forming
an opinion on these Group Financial Statements. We are responsible for the direction,
supervision and review of the audit work performed for purposes of the group audit. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Separate and Consolidated Financial
Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
83
Report on Other Legal and Regulatory Requirements
1 Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement that are included in this report. Our opinion on the
financial statements does not cover the Board of Directors’ Report and we do not express an
audit opinion thereon. Our responsibility is to read the Board of Directors’ Report and, in doing
so, consider whether, based on our financial statements audit work, the information therein is
materially misstated or inconsistent with the financial statements or our audit knowledge.
Based solely on that work pursuant to the requirements of paragraph 1, cases aa, ab and b, of
article 154 C of L. 4548/2018, we note that:
(a) The Board of Directors’ Report includes a Corporate Governance Statement which
provides the information set by Article 152 of L. 4548/2018.
(b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the
applicable legal requirements of Articles 150 and 153 of L. 4548/2018, and its contents
correspond with the accompanying Separate and Consolidated Financial Statements for
the year ended 31 December 2025.
(c) Based on the knowledge acquired during our audit, relating to AS Company S.A. and its
environment, we have not identified any material misstatements in the Board of Directors’
Report.
2 Additional Report to the audit Committee
Our audit opinion on the Separate and Consolidated Financial Statements is consistent with
the Additional Report to the Audit Committee of the Company dated 7 April 2026, pursuant to
the requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
84
3 Provision of non Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014.
The permissible non-audit services that we have provided to the Company and its
subsidiaries during the year ended 31 December 2025 are disclosed in Note 13 of the
accompanying Separate and Consolidated Financial Statements.
4 Appointment of Auditors
We were appointed for the first time as Certified Auditors of the Company based on the
decision of the Annual General Shareholders’ Meeting dated 21 June 2018. From then
onwards our appointment has been renewed uninterruptedly for a total period of 8 years
based on the annual decisions of the General Shareholders’ Meeting.
5 Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the
provisions of the article 14 of L. 4706/2020.
6 Assurance Report on the European Single Electronic Reporting Format
Subject Matter
We were engaged to perform a reasonable assurance engagement to examine the digital
files of the company AS Company S.A. (the “Company” and “Group”), which were prepared in
accordance with the European Single Electronic Format (ESEF) and that include the separate
and consolidated financial statements of the Company and the Group for the year ended as
at 31 December 2025 in XHTML format, and also the file XBRL (213800NW1S2T9JRVU437-
2025-12-31-el.zip) with the appropriate mark up of the those consolidated financial
statements, including other explanatory information (Notes to the Financial Statements)
(hereafter the “Subject matter”), in order to verify that it was prepared in accordance with the
requirements set out in the Applicable Criteria section.
Applicable Criteria
The Applicable Criteria for the European Single Electronic Format (ESEF) are defined by the
European Commission Delegated Regulation (EU) 2019/815, as in force (hereafter the “ESEF
Regulation”) and the 2020/C 379/01 Commission Interpretative Communication issued on
10 November 2020, as required by the L. 3556/2007 and the relevant announcements of the
Hellenic Capital Markets Commission and the Athens Stock Exchange.
In summary, these Criteria provide, among others, the following:
All the annual financial reports must be prepared in XHTML format.
With respects to the consolidated financial statements based on International Financial
Reporting Standards (IFRS), the financial information that is included in the Statement of
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
85
Comprehensive Income, the Statement of Financial Position, the Statement of Changes in
Equity and the Statement of Cash Flows, as well as in the Notes to the consolidated
financial statements, must be marked up with XBRL tags and “block tag”, in accordance
with the ESEF Taxonomy, as in force. The technical requirements for the ESEF, including
the relevant taxonomy, are included in the ESEF Regulatory Technical Standards.
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is responsible for the preparation and filing of the separate and
consolidated financial statements of the Company and the Group, for the year ended as at
31 December 2025, in accordance with the Applicable Criteria and for such internal control as
the Board of Directors determines is necessary to enable the preparation of digital files that
are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to issue this Report regarding the evaluation of the Subject Matter, based
on our work performed, which is described below in the “Scope of Work Performed” section.
Our work was conducted in accordance with International Standard on Assurance
Engagements 3000 (Revised) “Assurance Engagements Other than Audits or Reviews of
Historical Financial Information” (hereafter “ISAE 3000”).
ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance about
the evaluation of the Subject Matter in accordance with the Applicable Criteria. In the context
of the procedures performed, we assess the risk of material misstatement of the information
related to the Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate and support the
conclusion expressed in this assurance report.
Professional ethics and quality management
We are independent of the Company and the Group, throughout this engagement and have
complied with the requirements of the International Code of Ethics for Professional
Accountants issued by the International Ethics Standards Board for Accountants, the ethics
and independence requirements of L. 4449/2017 and Regulation (EU) 537/2014.
Our firm applies International Standard on Quality Management (ISQM) 1, “Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other
Assurance or Related Services Engagements” and consequently maintains a comprehensive
quality management system that includes documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable legal and
regulatory requirements.
Scope of work performed
The assurance work we performed covers only the items included in the 214/4/11-02-2022
Decision of the Hellenic Accounting and Auditing Standards Oversight Board and the
Guidelines for the assurance engagement and report of Certified Auditors on the European
Single Electronic Reporting Format (ESEF) of issuers with shares listed in a regulated market
in Greece”, as these were issued by the Institute of Certified Public Accountants of Greece on
14 February 2022, in order to obtain reasonable assurance that the financial statements of the
Company that are prepared by the the Board of Directors of the Company comply in all
material respects with the Applicable Criteria.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion
that the separate and consolidated financial statements of the Company and the Group for
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
86
the year ended as of 31 December 2025 in XHTML format, and the XBRL file
(213800NW1S2T9JRVU437-2025-12-31-el.zip) marked up with respects to the consolidated
financial statements, including the other explanatory information (Notes to financial
statements), have been prepared, in all material respects, in accordance with the
requirements as defined in the Applicable Criteria.
Athens, 7 April 2026
KPMG Certified Auditors S.A.
Reg. No. SOEL 186
Dimitrios Tanos, Certified Auditor Accountant
Reg. No. SOEL 42241
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
87
AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS
S.A.
ANNUAL FINANCIAL STATEMENTS
(CORPORATE & CONSOLIDATED) OF DECEMBER 31, 2025
In accordance with the International Financial Reporting Standards as
adopted by the European Union
It is hereby certified that the attached Annual Corporate and Consolidated Financial Statements
dated December 31st, 2025 are those approved by the Board of Directors of ''AS COMMERCIAL
INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.'' on April 7, 2026 and have been
made public by posting on the Internet, at Address www.ascompany.gr where they will remain
available to the public for a period of at least ten (10) years.
Efstratios K. Andreadis
Executive Chairman of the Board of Directors & CEO
AS COMPANY A.E.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
88
IV. ANNUAL FINANCIAL STATEMENTS
A. ANNUAL STATEMENT OF FINANCIAL POSITION
Amounts denominated in euro
GROUP
COMPANY
31.12.2025
31.12.2024
31.12.2025
31.12.2024
ASSETS
Note
Non-current assets
Self-used tangible fixed assets
7.1
3.687.447
3.889.752
3.685.151
3.883.940
Investment Properties
7.3
2.125.075
4.241.741
2.125.075
4.241.741
Intangible assets
7.2
670.286
912.489
670.286
912.489
Goodwill
7.2
70.054
70.054
70.054
70.054
Rights to use leased assets
7.1
594.874
781.244
589.674
727.006
Holdings in subsidiaries
7.4
0
0
550.000
550.000
Other non-current assets
7.5
109.994
50.021
105.184
45.093
7.257.730
9.945.301
7.795.423
10.430.322
Current Assets
Inventories
7.6
9.014.904
9.082.515
9.014.904
9.082.515
Requirements from customers
7.7
15.395.073
13.327.698
14.518.084
12.782.376
Investing in fair value through results
7.8
12.747.804
12.138.410
12.747.804
11.323.295
Other current assets
7.9
655.890
616.460
792.221
847.699
Cash and cash equivalents
7.10
6.298.650
3.713.415
5.401.505
2.282.096
44.112.321
38.878.498
42.474.517
36.317.980
TOTAL ASSETS
51.370.051
48.823.799
50.269.940
46.748.303
OWN FUNDS AND LIABILITIES
Equity
Paid-up share capital
7.11
8.663.173
8.663.173
8.663.173
8.663.173
Other Reserves
7.11
2.441.568
2.239.705
2.435.524
2.232.246
Retained earnings balance
7.11
30.909.972
28.435.235
30.358.435
26.922.362
Total Equity of Parent Company shareholders
42.014.713
39.338.113
41.457.132
37.817.781
Total Equity
42.014.713
39.338.113
41.457.132
37.817.781
Long-Term Liabilities
Long-term loan obligations
Long-term Lease Obligations
7.12
473.603
650.292
473.603
612.584
Deferred tax liabilities
7.13
125.802
258.547
125.802
258.547
Obligations for staff benefits due to exit of service
7.14
167.424
152.524
150.712
136.043
Other long-term liabilities
7.15
21.791
24.531
21.791
24.531
788.620
1.085.895
771.909
1.031.706
Short-Term Liabilities
Debts to suppliers
7.16
3.931.646
4.096.052
3.815.484
3.893.359
Short-term lease liabilities
7.12
153.021
161.610
148.508
135.394
Other short-term liabilities
7.18
4.482.051
4.142.128
4.076.907
3.870.064
8.566.718
8.399.791
8.040.900
7.898.816
Total Liabilities
9.355.338
9.485.685
8.812.808
8.930.522
TOTAL EQUITY AND LIABILITIES
51.370.051
48.823.799
50.269.940
46.748.303
The accompanying notes set forth on pages 93 to 134 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
89
II. ANNUAL STATEMENT OF TOTAL INCOME
Amounts denominated in euro
GROUP
COMPANY
Note
1.01 to
31.12.2025
1.01 to
31.12.2024
1.01 to
31.12.2025
1.01 to
31.12.2024
Turnover
7.19
36.085.179
31.007.216
33.337.097
28.497.970
Cost of sales
7.20
-18.353.227
-15.947.364
-18.095.271
-15.687.588
Gross Profit
17.731.952
15.059.852
15.241.826
12.810.382
Other operating income
7.21
1.135.742
122.074
1.293.705
317.411
Administrative costs
7.22
-3.396.598
-3.306.149
-3.166.547
-3.068.383
Disposal operating expenses
7.23
-8.059.779
-7.307.733
-7.034.661
-6.353.724
Research and development costs
7.24
-193.913
-169.639
-193.913
-169.639
Earnings before interest, taxes, and investment
results
7.217.404
4.398.405
6.140.409
3.536.047
Income/(Expenses) of financial operations - net
7.27
167.934
1.169.714
2.020.648
2.759.783
Earnings before taxes
7.385.338
5.568.119
8.161.057
6.295.830
Income Taxes
7.28
-1.633.197
-1.358.459
-1.485.406
-1.241.105
Net Profit After Tax
5.752.141
4.209.660
6.675.651
5.054.725
Other Total Income that is not later reclassified
in the results:
Actuarial gains/(losses) from defined benefit schemes
7.14
7.773
-12.982
7.773
-12.982
Deferred Tax
-1.710
2.856
-1.710
2.856
Total Other Income that is not subsequently
reclassified in the results
6.063
-10.126
6.063
-10.126
Other Total Income that may be classified later in
the results:
Effect of exchange rates from the conversion of financial
statements into foreign currency
-39.241
71
0
0
Other Total Income for the year
-33.178
-10.055
6.063
-10.126
Aggregate Total Income for the year
5.718.963
4.199.606
6.681.714
5.044.599
They are divided into:
Company Shareholders
5.718.963
4.199.606
6.681.714
5.044.599
-Non-controlling holdings
0
0
0
0
Earnings after tax per share - basic (in €)
12
0,4416
0,3226
0,5125
0,3873
Impaired earnings per share
0,4416
0,3226
0,5125
0,3873
Earnings before interest, taxes, depreciation and
amortization
7.26
8.075.626
5.165.980
6.973.203
4.277.963
The accompanying notes set forth on pages 93 to 134 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
90
III. ANNUAL STATEMENT OF CHANGES IN EQUITY
Amounts denominated in euro
Group
Share
Capital
Other
Reserves
Retained
earnings
balance
Total
Equity at the start of the year (1.01.2024)
8.663.173
2.138.821
26.912.958
37.714.952
Profit for the year after tax
0
0
4.209.660
4.209.660
Exchange Differences & Other Reserves
0
71
0
71
Actuarial gains/(losses) from defined benefit
schemes
0
0
-12.982
-12.982
Deferred tax on actuarial gains/(losses)
0
0
2.856
2.856
Other Total Income
0
71
-10.126
-10.055
Aggregated total incomes
0
71
4.199.534
4.199.606
Purchases of Own Shares
0
-89.423
0
-89.423
Formation of a regular reserve
0
190.236
-190.236
0
Dividend Distribution
0
0
-2.487.022
-2.487.022
Transactions with owners
0
100.813
-2.677.258
-2.576.445
Equity at the end of the year (31.12.2024)
8.663.173
2.239.705
28.435.235
39.338.113
Equity at the start of the year (1.01.2025)
8.663.173
2.239.705
28.435.235
39.338.113
Profit for the year after tax
0
0
5.752.141
5.752.141
Exchange Differences & Other Reserves
0
-39.241
0
-39.241
Actuarial gains/(losses) from defined benefit
schemes
0
0
7.773
7.773
Deferred tax on actuarial gains/(losses)
0
0
-1.710
-1.710
Other Total Income
0
-39.241
6.063
-33.178
Aggregated total incomes
0
-39.241
5.758.204
5.718.963
Purchases of Own Shares
0
-23.395
0
-23.395
Formation of a regular reserve
0
264.500
-264.500
0
Dividend Distribution
0
0
-3.018.968
-3.018.968
Transactions with owners
0
241.105
-3.283.468
-3.042.363
Equity at the end of the year (31.12.2025)
8.663.173
2.441.568
30.909.972
42.014.713
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
91
Company
Share
Capital
Other
Reserves
Retained
earnings
balance
Total
Equity at the start of the year (1.01.2024)
8.663.173
2.131.433
24.555.020
35.349.627
Profit for the year after tax
0
0
5.054.725
5.054.725
Actuarial gains/(losses) from defined benefit schemes
0
0
-12.982
-12.982
Deferred tax on actuarial gains/(losses)
0
0
2.856
2.856
Other Total Income
0
0
-10.126
-10.126
Aggregated total incomes
0
0
5.044.599
5.044.599
Purchases of Own Shares
0
-89.423
0
-89.423
Formation of a regular reserve
0
190.236
-190.236
0
Dividend Distribution
0
0
-2.487.022
-2.487.022
Transactions with owners
0
100.813
-2.677.258
-2.576.445
Equity at the end of the year (31.12.2024)
8.663.173
2.232.246
26.922.362
37.817.781
Equity at the start of the year (1.01.2025)
8.663.173
2.232.246
26.922.362
37.817.781
Profit for the year after tax
0
0
6.675.651
6.675.651
Actuarial gains/(losses) from defined benefit schemes
0
0
7.773
7.773
Deferred tax on actuarial gains/(losses)
0
0
-1.710
-1.710
Other Total Income
0
0
6.063
6.063
Aggregated total incomes
0
0
6.681.714
6.681.714
Purchases of Own Shares
0
-23.395
0
-23.395
Formation of a regular reserve
0
226.673
-226.673
0
Dividend Distribution
0
0
-3.018.968
-3.018.968
Transactions with owners
0
203.278
-3.245.641
-3.042.363
Equity at the end of the year (31.12.2025)
8.663.173
2.435.524
30.358.435
41.457.132
The item Balance of retained earnings for the year 2025 includes income from dividends of Euro 1.850.000, in accordance
with the provisions of article 48 of Law 4172/2013 (POL 1039/2015). Respectively, in 2024, income from dividends
amounting to Euro 1.630.000 is included, in accordance with the provisions of article 48 of Law 4172/2013 (POL
1039/2015).
The accompanying notes set forth on pages 93 to 134 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
92
IV. ANNUAL CASH FLOW STATEMENT
Amounts denominated in euro
GROUP
COMPANY
Note
1.01 to
31.12.2025
1.01 to
31.12.2024
1.01 to
31.12.2025
1.01 to
31.12.2024
Operational activities
Results before tax (continuing operations)
7.385.338
5.568.119
8.161.057
6.295.830
Plus / minus adjustments for :
Depreciation
7.26
858.222
767.574
832.793
741.915
Predictions
102.443
124.357
102.443
111.114
Exchange differences
-69.610
8.225
-7.976
8.086
Results (income, expenses, profits and losses) of
investment activity
-967.831
34.279
-906.261
84.656
Net financial income / (expenses)
-167.934
-1.203.992
-2.020.648
-2.844.438
Plus / minus adjustments for changes in working capital
accounts:
Decrease / (increase) of inventories
-12.389
-1.430.431
-12.389
-1.430.431
Reduction / (increase) of claims
-2.166.789
-525.997
-1.744.361
347.417
(Decrease) / increase in liabilities (excluding loans)
-693.067
2.978.840
-788.707
1.261.808
Minus:
Interest and related expenses paid
-141.360
-230.856
-91.630
-218.697
Taxes paid
-933.723
-1.445.391
-818.494
-1.339.121
Total inputs/(outputs) from operating activities
(a)
3.193.299
4.644.727
2.705.827
3.018.138
Investment activities
Acquisitions from business combinations
0
-1.524.063
0
-1.524.063
Sale/(Acquisition) of investment properties
7.3
3.000.000
-245.861
3.000.000
-245.861
Purchase of tangible and intangible fixed assets
7.1-
7.2
-261.142
-73.083
-261.142
-72.486
Receipts from sales of tangible and intangible fixed
assets
2.911
0
1.650
0
(Purchases) / Sales of securities
-857.477
6.543
-1.660.384
277.653
Interest received
553.779
571.286
515.449
537.337
Dividends received
0
0
1.850.000
1.630.000
Total inflows / (outflows) from investment
activities (b)
2.438.071
-1.265.178
3.445.573
602.580
Financing activities
Purchase of own shares
-23.395
-89.423
-23.395
-89.423
Repayments of leasing liabilities (amortization)
-140.011
-148.627
-125.866
-125.475
Dividends paid
-2.882.729
-2.370.273
-2.882.729
-2.370.273
Total inflows/(outflows) from financing
operations (c)
-3.046.135
-2.608.323
-3.031.991
-2.585.171
Net increase / (decrease) in cash
and use equivalents (a) + (b) + (c)
2.585.235
771.227
3.119.409
1.035.547
Cash and cash equivalents at the start of the year
7.10
3.713.415
2.942.188
2.282.096
1.246.549
Cash and cash equivalents at the end of the year
7.10
6.298.650
3.713.415
5.401.505
2.282.096
The accompanying notes set forth on pages 93 to 134 are an integral part of these Corporate and Consolidated Financial
Statements.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
93
V. NOTES TO THE CORPORATE AND CONSOLIDATED ANNUAL FINANCIAL
STATEMENTS
1. General information
"AS COMMERCIALINDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A." is a Greek Societe
Anonyme. It was founded on November 8, 1990 (Government Gazette 4222/03.12.1990), under
the name "ASCO S.A. – COMMERCIAL – CRAFT TOY COMPANY". By the decision of the
Extraordinary General Meeting of the shareholders dated 30.12.1990, the name was changed to
"AS COMMERCIAL-INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A." (Government
Gazette 4056/31.10.1991) and by the decision of the Extraordinary General Meeting of the
shareholders dated 11.6.1999, its current name was approved "AS COMMERCIALINDUSTRIAL
COMPANY OF COMPUTERS AND TOYS S.A." (Government Gazette Issue of SA and Ltd.
5266/6.7.1999). The Company is registered in the Register of Sociétés Anonymes of the Ministry
of Economy, Development and Tourism, with No. GEMI 057546304000 and Registration Number
22949/06/B/90/107. The duration of the Company is indefinite. The registered office of the
Company, which is also the main place of its operations, is Ionia Street, Oreokastro, PC 57013 of
the Regional Unit of Thessaloniki, Greece. Its web address is www.ascompany.gr and it is
listed on the Athens Stock Exchange. The Financial Statements as of December 31, 2025 were
approved by the Board of Directors on April 7, 2026, and are subject to the final approval of the
Annual General Meeting of its shareholders.
As of December 31, 2025, the number of employees of the Company amounted to 80 people and
that of the Group to 86 people.
The Company's main activity concerns the wholesale trade of toys, while from the end of 2024 a
new activity related to infant development was added.
The subsidiary in Cyprus under the name "AS COMPANY CYPRUS LTD" is governed and operates
under Cyprus Law, in the form of a Limited Liability Company. The subsidiary company was
founded in May 2016 with an initial capital of € 150.000,00, which was 100% covered by the
parent company, which is also its sole shareholder.
The subsidiary in Romania under the name "AS KIDS TOYS S.R.L.", is governed and operates
under Romanian Law, in the form of a Limited Liability Company. The subsidiary Company was
established in February 2018. Its capital amounts to € 400.000 and has been 100% covered by
the parent company, which is also its sole shareholder.
2. Framework for the preparation of financial statements
The Financial Statements have been prepared in accordance with the International Financial
Reporting Standards ("IFRS") as they have been adopted by the European Union and are
mandatorily applied for the fiscal years ending on December 31, 2025.
The Financial Statements have been prepared in accordance with the historical cost principle,
except for financial assets at fair value through results, which are measured at fair value based
on IFRS. In addition, the Financial Statements have been prepared in accordance with the
business continuity principle.
Despite the uncertainty that has been created in the market by the continuous price increases of
basic goods due to the war in Ukraine and the negative geopolitical developments in the Middle
East, Management believes that – even in adverse scenarios – the Company is able to cope with
the challenges of the crisis for the following reasons:
• The Group and the Company have strong liquidity.
• The Group and the Company are able to fully cover the liabilities since as of 31.12.2025
the current assets exceed the short-term liabilities by € 36 million for the Group and € 34 million
for the Company.
• The Company holds stocks that cover the current orders of its customers.
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The amounts of the Financial Statements (Corporate and Consolidated) are shown in Euros,
unless expressly stated otherwise.
The preparation of the Financial Statements requires the Management of the Company and the
Group to make significant assumptions and accounting estimates that affect the values of assets,
liabilities, the disclosure of contingent receivables and liabilities on the date of preparation of the
Financial Statements, as well as the income and expenses presented during the period under
consideration. Although these calculations are based on the best possible knowledge of the
Management in relation to the circumstances and current conditions, the actual results may
ultimately differ from these estimates.
Estimates and judgments are continuously evaluated and based on empirical data and other
factors, including expectations of future events that are considered expected under reasonable
circumstances.
The important accounting estimates and assumptions are as follows:
Income tax forecast - Note 4.14: The income tax forecast based on IAS 12 is calculated by
estimating the taxes to be paid to the tax authorities and includes the current income tax for each
fiscal year and a provision for additional taxes that may arise in future tax audits. The final income
tax statement is likely to deviate from the relevant amounts recorded in the Financial Statements.
Useful life assessment of assets Note 4.3: The Company makes accounting estimates
regarding the useful life of its tangible fixed assets. These estimates are reviewed at least on
each Financial Position date, taking into account new data and market conditions.
Staff benefit obligations arising from termination of employment - Note 4.12: Staff
benefit obligations are calculated on the basis of actuarial methods, the performance of which
requires the Management to estimate specific parameters such as the future increase in the
remuneration of employees, the discount rate of these obligations, the rate of departure of
employees, etc. The Management endeavours, on each date of Financial Position where this
provision is review, to assess these parameters in the best possible way.
Provision for depreciated inventories -Note 4.8: The Company reduces the value of its
inventories when there are indications that either the cash flows from their sale will be lower than
their current value or that due to their condition it is not possible to sell or process them. The
Management periodically reassesses the adequacy of the provision for depreciated stocks and
any resulting impairments are recorded in the Statement of Total Income.
Provisions for impairment of receivables - Note 4.7(iii): The Company impairs the value
of its trade receivables based on the expected credit losses for trade receivables. The Group and
the Company use percentages for expected credit losses over the life of their receivables. These
percentages are based on past experience and are adjusted in such a way as to reflect projections
of the future financial condition of the customers and the economic environment. The Company's
Management periodically reassesses the adequacy of the provision for doubtful debts based on
factors such as its credit policy, reports from the legal department on recent developments in
cases it handles, as well as its assessment/judgment of the impact of other factors on the
collectability of receivables.
3. New Accounting Policies
The accounting policies on the basis of which the attached Financial Statements are prepared are
consistent with those used for the preparation of the Financial Statements for the comparative
year 2024. The Group has adopted the new standards and interpretations, the implementation of
which became mandatory for the fiscal years that began on January 1, 2025. The new standards
are presented below:
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New and revised International Financial Reporting Standards ("IFRS") and
Interpretations
As of January 1, 2025, the Group has adopted all changes to IFRS as adopted by the European
Union ("EU") related to its operations. This adoption has not had a significant impact on the
Group's financial statements.
IAS 21 (Amendment) "The effects of exchange rate changes: Lack of Fungibility"
(applicable to annual accounting periods starting on or after 1 January 2025)
In August 2023, the International Accounting Standards Board (IASB) adopted amendments to
IAS 21 'The effects of changes in exchange rates' which require entities to provide more useful
information in their financial statements when one currency cannot be exchanged for another
currency. The amendments include the introduction of the definition of the exchangeability of a
currency and provide guidance on how to the entity calculates the exchange rate (spot rate) in
cases where the currency is not fungible. Additionally, they require additional disclosures in cases
where an entity has calculated an exchange rate due to a lack of fungibility.
New Standards, Interpretations and Amendments to existing Standards that have not
yet entered into force or have not been adopted by the European Union
The following New IFRS, Revisions to IFRS and Interpretations have been issued by the
International Accounting Standards Board ("IASB") but have not become effective for annual
periods beginning on 1 January 2025. Those related to the Group's operations are presented
below.
The Group does not intend to adopt the following New IFRS, IFRS Revisions and Interpretations
before their effective date as set forth below.
The adoption of the following amendments is not expected to have a material impact on the
Group's Financial Statements, except for IFRS 18, the effects of which are being examined.
IFRS 18 "Presentation and Disclosures in Financial Statements" (effective for annual
periods beginning on or after January 1, 2027)
In April 2024, the International Accounting Standards Board (IASB) adopted a new Standard,
IFRS 18, which replaces IAS 1 "Presentation of Financial Statements".
The new accounting standard introduces the following key new requirements:
• Entities are required to classify all income and expenses into five categories in the income
statement, namely: operational, investment, financial, discontinued operations and income
taxes. Entities are also required to present a new, defined subset of operating profit. The
entity's net profits will not change.
• Management Defined Performance Measures (MPMs) are disclosed in aggregate in a single
note in the financial statements.
• Specific instructions are provided on how to group information in the financial statements.
In addition, all entities are required to use the operating profit subset as a starting point for the
cash flow statement when presenting operating cash flows by the indirect method.
The Standard enters into force for annual reference periods starting on or after 1 January 2027
and earlier application is allowed. This Standard has not yet been adopted by the European Union.
Amendments to the Classification and Measurement of Financial Instruments (IFRS
9 and IFRS 7 Amendments) (applicable to annual accounting periods beginning on or
after 1 January 2026)
The amendments clarify that a financial liability ceases to be recognised on the 'settlement date'
and introduce as an accounting policy option the cessation of recognition of financial liabilities
settled using an electronic payment system before the settlement date. Additional clarifications
include the classification of financial assets associated with ESG characteristics through additional
guidance on the assessment of possible characteristics. Furthermore, clarifications have been
added regarding non-recourse-loans and contractually linked instruments, as regards the key
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characteristics of these contractually linked instruments and how they differ from financial assets
with non-recourse characteristics. In addition, factors that a company must consider when
evaluating the cash flows supporting a financial asset with non-recourse characteristics (the “look-
through” test) have been incorporated.
The amendments require additional disclosures for investments in equity instruments measured
at fair value at profits or losses presented in other comprehensive income (FVOCI).
IFRS Annual Improvements Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS
7 (applicable to annual years beginning on or after January 1, 2026)
The "Annual Improvements to IAS and IFRS - Volume 11" issued on 18 July 2024 by the
International Accounting Standards Board published amendments that include clarifications,
simplifications, corrections and changes to the following Standards:
• IFRS 1 First Application of International Financial Reporting Standards - Compensation
Accounting at First Application
• IFRS 7 Financial Instruments: Disclosures:
- Profit or loss on derecognition
- Disclosures of differences between fair value and transaction price
- Credit risk disclosures
• IFRS 9 Financial Instruments,
- Derecognition of lease obligations
- Transaction price
• IFRS 10 Consolidated Financial Statements – Identification of a "de facto trustee"
• IAS 7 Cash Flow Statement-Cost Method
The amendments to IFRS 9 clarify:
• the discrepancies between IFRS 9 and IFRS 15 Revenue from Contracts with Customers in
relation to the initial measurement of trade receivables
• the question of how a lessee accounts for the derecognition of a lease obligation in respect
of IFRS 9.
The amendment on the write-off of lease obligations applies only to lease obligations that
have been written off on or after the start of the annual reference period in which the
amendment is first applied.
The amendments apply to accounting periods starting on or after 1 January 2026 and earlier
application is allowed.
Amendments to IAS 21 "The Effects of Changes in Exchange Rates: Translation into
Hyperinflationary Presentation Currency" (applicable to annual years beginning on or
after 1 January 2027)
In November 2025, the International Accounting Standards Board (IASB) issued amendments to
IAS 21 "The Effects of Changes in Exchange Rates: Translation into Hyperinflationary Presentation
Currency". These amendments aim to clarify how companies should translate financial statements
from non-hyperinflationary operating currency to hyperinflationary presentation currency.
More specifically, according to the final amendments, when a company prepares financial
statements in hyperinflationary currency, but has a non-hyperinflationary operating currency,
then it translates all amounts of the financial statements (including comparative items) using the
closing rate the last reporting date. In addition, clarifications are provided for cases where both
the operating currency and the currency presenting the financial statements are hyperinflationary
and has foreign activity with a non-hyperinflationary operating currency. Additional notification
requirements are also introduced.
The amendments apply to annual accounting periods starting on or after 1 January 2027, with
the possibility of earlier application. The amendments have not yet been adopted by the European
Union.
4. Essential Accounting Policies
Below are the most important accounting policies used to prepare the Financial Statements:
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4.1 Consolidation and Shareholdings in subsidiaries
Subsidiaries are the economic entities over which the Group exercises control over their
operations. The Group controls a company when it is exposed to or has rights to variable returns
of the company due to its participation in that company and has the ability to influence these
returns through its authority over that company. Subsidiaries are fully consolidated (full
consolidation) from the date on which control of them is acquired and ceases to exist. The
subsidiaries of the Group have resulted from the direct establishment of the Company with a
100% participation percentage.
Transactions, balances and unrealized profits arising between Group companies are eliminated
during consolidation. The financial statements of the subsidiaries are prepared on the same date
and with the same accounting principles and methods as the financial statements of the Company.
4.2 Accounting policy for business combinations
Business combinations are accounted for by the Group on the basis of the purchase method,
when the acquired set of activities and assets meets the definition of an enterprise and control is
transferred to the Group. In determining whether a particular set of activities and assets is an
enterprise, the Group assesses whether the acquired set of assets and activities includes, at least,
an input and a substantive process and whether the acquired set has the potential to produce
outputs.
The Group has the ability to apply a "concentration test" that allows a simplified assessment of
whether an acquired set of activities and assets does not constitute a business. Voluntary
concentration control is satisfied if substantially all of the gross assets acquired are concentrated
in a single identifiable asset or in a group of similar identifiable assets.
Costs related to the acquisition are recorded in the results. The difference between the acquisition
price and fair value at the date of acquisition of the acquired activities and assets is recognised
as goodwill. Any capital gain that arises is checked annually for impairment.
Acquisition costs include:
• the fair value of the assets transferred,
• the obligations entered into or existing towards the former shareholders,
• the participation rights issued by the Group and
• the fair value of any receivables or liabilities arising from the transaction.
4.3 Owner-occupied tangible fixed assets
Land and buildings, other real estate elements, mechanical equipment, means of transport, and
other equipment are presented at historical cost reduced by accumulated depreciation and any
impairment of their value.
The acquisition cost and accumulated depreciation of tangible fixed assets sold or withdrawn are
written off from the respective accounts at the time of sale or withdrawal and any profit or loss
incurred is included in the Statement of Total Income.
Expenses incurred for the replacement of part of the tangible fixed assets are incorporated in the
value of the fixed assets, provided that it can be reliably calculated that they increase the future
benefits that the Company will derive from the fixed assets. Repair and maintenance costs are
recorded on the Statement of Total Income when incurred.
Land areas are not depreciated. Depreciation for other elements of real estate, facilities and
equipment is calculated using the fixed method in order to allocate the cost of each element of
real estate, plant and equipment over their estimated useful life.
The estimated useful life (or annual depreciation rates) of owner-occupied tangible fixed assets
is as follows:
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Useful Life Rate Buildings, constructions, installations 25 years 4% Machinery, equipment, Other fixed assets 10 years 10% Means of transport of people 6.25 years 16% Computer Equipment 5 years 20%
4.4 Investment Properties
Properties that are held for the purpose of collecting rents and/or obtaining capital gains are
included in investment properties. Land held for future use that is currently undetermined, i.e.
when the Company has not specified that it will use the land either as owner-occupied property
or for short-term sale in the ordinary course of business, then the land is deemed to be occupied
for an increase in the value of funds.
Investment properties are initially recorded at their acquisition value, which includes both
transaction costs and borrowing costs.
Investment properties are recognised as an asset when and only when:
a) it is likely that the future financial benefits associated with the investment properties will flow
to the Company and the Group and
b) the cost of investing in real estate can be measured reliably.
According to this principle of recognition, the Company values every cost of investment properties
when it is realized. These costs include the costs initially incurred for their acquisition and the
costs incurred subsequently for the completion, replacement or maintenance of one of their
elements.
Investment properties are initially measured at their cost, while transaction costs are included in
the initial measurement. The cost of investment real estate consists of the market price and any
directly charged expenses which may include, for example, professional fees for legal services,
property transfer taxes and other transaction costs.
Following the initial recognition, the Company chooses the cost model as its accounting policy
and measures all investment properties in accordance with the requirements of IAS 40, i.e. at
historical cost minus the accumulated depreciation and any impairments of their value, except for
those that meet the criteria for classification as occupied for sale (or included in a disposal group
classified as occupied for sale) in accordance with IFRS 5 "Non-current assets held for sale and
discontinued activities'.
Transfers to or from investment properties are made when and only when there is a change in
use, evidenced by the start of occupancy by the owner, in the case of a transfer from investment
properties to owner-occupied property. In the case of cost measurement, transfers between
investment properties and owner-occupied property do not change the book value of the property
being transferred and do not change the cost of that property for measurement or disclosure
purposes
4.5 Intangible Assets Elements
Acquired intangible assets are shown at cost of acquisition reduced by accumulated depreciation
and impairment losses.
The cost of an intangible asset acquired separately includes its purchase price and any directly
chargeable costs of preparing the asset for its intended use.
Intangible assets are recognized in business combinations if they are separated from the acquired
entity or create other contractual/legal rights. After initial recognition, intangible assets are
measured at their cost minus their accumulated depreciation and any impairment loss that may
have occurred.
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Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the
future economic benefits embodied in the specific asset reported. All other expenses are
expended when they are incurred.
Depreciation is recorded in the Statement of Total Income with the fixed depreciation method
over the estimated useful life of the intangible asset.
Intangible assets include software programs with an estimated useful life of five (5) years and
customer relationships with an estimated useful life of four (4) years.
4.6 Impairment of Non-Financial Assets
The book values of the non-financial assets of the Group or the Company are examined for
impairment when there are indications that their book values are not recoverable. In this case,
the recoverable amount of the assets is determined and if the book values exceed the estimated
recoverable amount, an impairment loss is recognized, which is recorded directly in the income
statement. The recoverable amount of the assets is the greater between fair value minus the
expenses required for the sale and the value of their use. For the purpose of estimating the value
for use, estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market estimates of the time value of money and the risks associated
with these assets. For an asset that does not generate independent cash flow, the recoverable
amount is determined for the cash-generating unit to which the asset belongs. At each date of
preparation of financial statements, the Group and the Company examine whether there are
indications that the conditions that led to the recognition of impairment in previous periods do
not continue to exist. In this case, the recoverable amount of the asset is redetermined and the
impairment loss is reversed by restoring the book value of the asset to its recoverable amount to
the extent that it does not exceed the book value of the asset that would have been determined
(net of depreciation or impairment) if the impairment loss had not been recorded in previous
years.
4.7 Financial Instruments
A financial instrument is any contract that simultaneously creates a financial asset for the
Company and a financial obligation or equity instrument for another Company.
(I) Identification and initial measurement
All financial assets and financial liabilities are initially recognized when the Company becomes a
party to the contractual provisions of the financial instrument.
A financial asset or a financial liability is initially measured at fair value now, for an item that is
not measured at fair value through the results, the transaction costs that can directly correspond
to its acquisition or issuance. Trade receivables without a significant financial component are
initially measured in the transaction price.
Financial assets are classified at initial recognition as subsequently measured at amortised cost,
fair value through other comprehensive income or fair value through profit or loss. The
classification of financial assets at initial recognition is based on the conventional cash flows of
the financial assets and the business model within which the financial asset is held.
(II) Classification and measurement
After initial recognition, financial assets are classified into three categories
• in depreciable costs
• fair value through other total income directly to equity (FVOCI);
• at fair value through profit or loss (FVTPL)
The Group and the Company do not have assets that are measured at fair value through other
total income as at 31 December 2024 and 31 December 2025.
Financial assets that are classified as fair value through profit or loss are initially recognised at
fair value with gains or losses from their valuation recognised in the Statement of Comprehensive
Income.
The measurement of the financial assets of the Company and the Group is as follows:
- Financial assets measured at amortised cost
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Financial assets that are held under the business model with the aim of holding them and
collecting conventional cash flows that meet the "SPPI" criterion are classified. This category
includes all the Group's financial assets, except investments in shares listed on the Athens
Stock Exchange, as well as in mutual funds which are measured at fair value through the
results.
- Financial assets measured at fair value through profit or loss
This includes investments in shares listed on the Athens Stock Exchange, as well as in mutual
funds and bonds.
Financial assets are not reclassified after their initial recognition, unless the Company changes
their 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 business model.
(III) Impairment of financial assets
The Group and the Company recognize impairment provisions for expected credit losses for all of
the above financial assets, except those measured at fair value through income.
In order to determine the expected credit losses in relation to customer claims, the Group and
the Company apply the simplified approach of the standard and use a credit loss forecast table
based on the maturity of the balances, based on the Group's and the Company's historical data
on credit losses, adjusted for future factors in relation to debtors and the economic environment.
Losses are recognized in the results and reflected in a forecast account. When the Company
considers that there are no realistic prospects for the recovery of the asset, the relevant amounts
are written off. If the amount of the impairment loss is subsequently reduced and the impairment
is objectively related to an event that occurred after the impairment was recognised, then the
previously recognised impairment loss is reversed through the results.
Cash and cash equivalents comprising cash, sight and short-term deposits of up to 3 months are
also subject to impairment requirements. Cash and cash equivalents are highly liquid and low-
risk.
(IV) Derecognition Financial Assets
The Company and the Group derecognize a financial asset when the rights to inflow cash from
the financial asset expire or the Company has transferred the cash flow rights from that asset
while at the same time it has transferred substantially all the risks and rewards of ownership of
the financial asset; either it has not transferred substantially all of the risks and benefits of
ownership, but has transferred control of the financial asset. Also, when the Company reserves
the right to inflow cash flows from the specific asset, but at the same time it has the obligation
to pay them to third parties in full, without significant delay in the form of a transfer agreement.
When the Company or the Group carries out transactions by which it transfers assets recognised
in its Statement of Financial Position, it retains the risks and rewards of ownership of the
transferred assets. In such cases, the transferred assets are not derecognised.
Financial liabilities
The Company or the Group writes off a financial obligation when its contractual obligations are
cancelled or expire. Also, the Company or the Group ceases to recognize a financial obligation
when the financial obligation is replaced by another by the same lender, but with substantially
different terms or the terms of the existing obligation are significantly modified, in which case
this exchange or modification is treated as a derecognition of the original obligation and
recognition of a new one.
When writing off a financial liability, the difference between the book value that has been
eliminated and the amount paid (including any non-transferable assets or liabilities undertaken)
is recognized in the Statement of Total Income.
(V) Set-off
Financial assets and financial liabilities are offset and the net amount is reflected in the Financial
Position Statement, when and only when the Company or Group legally has this right and intends
to set them off on a net basis against each other, or to claim the asset and settle the liability at
the same time.
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4.8 Inventories
The Company's inventories, which consist mainly of commodities which are valued at the lowest
value between cost of acquisition and net realisable value. The acquisition cost is determined by
the method of the weighted average price, which is always followed. The net realisable value is
the calculated sale price in the normal course of operations, minus the estimated costs needed
to carry out the sale. Stocks that do not have full market value and which will be disposed of at
prices below cost are characterized as depreciated.
4.9 Cash and Cash Equivalents
Cash and cash equivalents include cash, demand and short-term deposits of up to 3 months,
highly liquid and low risk. For cash flow statement purposes, cash and cash equivalents consist
of cash in cash and deposits in the bank minus bank overdrafts.
4.10 Share Capital
Common shares are classified as Equity.
Each share of the Company incorporates all the rights and obligations set forth by Law 4548/2018
and the Company's Articles of Association. The distribution of dividends to the shareholders of
the Company is recorded as an obligation in the Financial Statements when the distribution is
approved by the General Meeting of shareholders. The cost of acquiring own shares is shown less
Equity until the same shares are sold or cancelled.
Distribution of profits to members of the Board of Directors
The Group recognizes the obligation and the expense in the results for the distribution of profits
to members of the Board of Directors when and only when they are approved by the Annual
General Meeting of shareholders.
4.11 Government Grants
Government grants are recorded at fair value when there is reasonable assurance that the grant
will be received and the Company and the Group will comply with all the terms stipulated. State
grants related to expenses are deferred and recorded in the Statement of Total Income within
such a period that there is a correspondence with the expenses intended to compensate.
Government grants related to the purchase of tangible assets are included in the long-term
liabilities as deferred government grants and are carried forward as revenue to the income
statement in the income statement on the fixed method to the expected useful life of the relevant
assets.
4.12 Staff Benefits
(a) Short-term benefits
Short-term benefits to staff in cash and in kind are recorded as an expense when they become
accrued.
(b) Defined contribution schemes
Defined contribution plans are plans for the period after the termination of the employee's
employment during which the Company and the Group pay a fixed amount to a third legal entity
without any other obligation. The worked cost of the defined contribution programs is recorded
as an expense in the year concerned.
(c) Defined benefit schemes
Defined benefit plans are retirement plans. The liability recorded in the Financial Position
Statement for defined benefit plans is the present value of the defined benefit commitment less
changes resulting from unrecognized actuarial gains and losses and the cost of seniority at the
end of the financial statement preparation period. These liabilities are calculated annually by
independent actuaries using the Projected Unit Credit Method.
Based on the decision issued in May 2021 by the IFRS Interpretation Committee, the way in which
the basic principles of IAS 19 were applied in Greece is different.
The application of this final decision to the attached Consolidated and Corporate Financial
Statements results in the distribution of benefits over the last 16 years until the date of retirement
of the employees, following the scale of Law 4093/2012.
Actuarial gains and losses resulting from adjustments based on historical data are recorded in
Other Total Income. When the benefits of a plan are modified or when the plan is cut, the
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Country Income Ta x Rate Greece 22.0% Cyprus 12.5% Romania 16.0%
consequent change in the benefit obligation associated with the prior service or the profit or loss
from the cut is recognized directly in Other Total Income.
(d) Termination benefits
Termination benefits are paid when employees leave before the date of retirement. The Company
registers these benefits when it commits, either when it terminates the employment of existing
employees according to a detailed program for which there is no possibility of withdrawal, or
when it offers these benefits as an incentive for voluntary retirement. Termination benefits due
12 months after the balance sheet date are discounted.
e) Distribution of profits and additional benefits
The Group recognises the obligation and expense in profit and loss for the distribution of profits
and additional benefits when and only when there is a legal or presumptive commitment. A
presumptive commitment exists when:
(a) the past policy provides a clear indication of the obligation of the Group's presumed
commitment, or
b) the amount of the above benefits to be paid has been determined before the approval of the
Financial Statements for issuance.
4.13 Predictions
Provisions are recognised when the Company and the Group have a present legal or imputed
liability arising from events that have preceded it, there is likely to be a flow of assets to repay
that obligation, and the amount of the liability can be reliably calculated. Contingent liabilities are
reviewed at each Financial Position date and if it is no longer likely that there will be an outflow
of resources incorporating economic benefits to settle the commitment, the provisions are
reversed. Provisions are used only for the purpose for which they were originally created.
Contingent liabilities are not recognised in the Financial Statements but are disclosed. Contingent
liabilities are not recognised in the Financial Statements but are disclosed. Contingent liabilities
receivables are not recognised in the Financial Statements but are disclosed if the inflow of
financial benefits is likely.
4.14 Deferred Taxation-Income Tax
The Company's income tax refers to a tax on taxable profits as amended in accordance with the
requirements of the tax law based on the applicable tax rates, on the date of the Financial Position
The fiscal year charge consists of the current tax and deferred taxes. The income tax charge is
recorded in the Income Statement.
The expected tax consequences of temporary tax disputes are identified and displayed either as
future (deferred) tax liabilities or as deferred tax assets.
Deferred income taxes refer to cases of temporary differences between the tax recognition of
assets and liabilities and their recognition for the purposes of preparing the Financial Statements
Deferred taxes are calculated on the basis of tax rates that are expected to apply at the time the
asset is recognized and the liability is settled and are based on the tax rates (and tax laws) that
are in force or have been enacted on the date of preparation of the Financial Statements. Deferred
tax assets are recognized for deductible temporary differences, to the extent that there is likely
to be sufficient future taxable income.
Deferred tax assets are offset against deferred tax liabilities when there is a legally exercisable
right to offset and they are both subject to the same tax authority.
The value of deferred tax assets is checked on each Financial Position date and is reduced to the
extent that there is not expected to be sufficient taxable income to cover the deferred tax claim
The tax rates used in the countries where the Group operates are presented as follows:
4.15 Revenue recognition
Revenues consist of the pricing value of the marketing and provision of services offered by the
Company and the Group, net before recovered taxes (VAT), discounts and refunds.
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As defined in IFRS 15, the identification and measurement of revenue is based on the five-step
recognition model, consisting of:
1: Determination of the contract for the sale of goods.
2: Identification of the separate obligations arising from the contract with the customer.
3: Determination of the transaction price.
4: Allocation of the transaction price to the obligations arising from the contract with the
customer.
5: Recognition of revenue as the entity satisfies its obligations arising from the contract with the
customer.
Net sales revenue is measured at fair value of the price received or receivable minus sales
discounts and any returns. The Group provides wholesale customers with discounts due to the
achievement of sales targets as defined by the contracts for the sale of goods. These discounts
are recognized in the fiscal year in which the relevant sales are made and are recorded minus the
sales.
The transaction price is the consideration that the Group expects to have in the transaction of
transfer of the goods to the customer. Amounts collected by other parties, such as VAT collection
(collected by the State), are not part of the transaction price. The terms of payment of the
transaction price are set out in the contract with the customer.
The recognition of revenues by category is done as follows:
Sales of goods in the wholesale and retail markets
The Group is active in the trade of children's toys and baby items and contracts with customers
consist of an obligation to perform or provide a service and prices are fixed and result from price
lists. Control is transferred to a specific point in time. The Group recognises revenue when it
delivers the goods to the customers and the goods are accepted by them or at the time the
customer acquires control of the goods.
Financial Income
Interest income is recognised by the effective interest rate method. When calculating interest
income, the effective interest rate is applied to the gross carrying amount of the asset (where
the asset is not impaired) or to its recoverable amount.
Income from royalties
Royalty income is recognised in accordance with the accrued income principle depending on the
substance of the rights agreements concerned.
Dividend income
Dividend income is recognized when the Company's right to receive it is established.
4.16 Dividends
Dividends are recorded in the Financial Statements of the fiscal year in which the distribution
proposal by the Management is approved by the Annual General Meeting of Shareholders.
4.17 Leases
The Company and the Group are tenants
At the entry into force of a contract, the Group and the Company assess whether the contract
constitutes, or includes, a lease. A contract is, or includes, a lease if the contract transfers the
right to control the use of a recognised asset for a specified period of time in exchange for
consideration.
The Group and the Company recognize lease obligations for lease payments and rights of use
assets representing the right to use the underlying assets.
i. Usable assets
The Group and the Company recognise the right of use assets on the start date of the lease
period (i.e. the date the underlying asset is available for use). With regard to the subsequent
measurement, the Group and the Company apply the cost method for the measurement of the
rights to use leased assets. Therefore, the right to use leased assets will be measured at the cost
after deduction of accumulated depreciation and accumulated impairment losses and will be
adjusted due to the remeasurement of the lease liability. Right of use assets are depreciated on
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a fixed method over the shortest period of time between the duration of the lease and their useful
life.
ii. Lease liabilities
On the date of commencement of the lease, the Group and the Company shall measure the lease
liability at the present value of the rents to be paid during the lease period. On the other hand,
interest-expense on lease liabilities will be recognized, while their accounting balance will be
reduced in order to reflect rent payments. In case of revaluations or amendments, the accounting
balance of lease liabilities is remeasured to reflect the revised rents.
4.18 Currency conversions
The assets and liabilities of the companies participating in the consolidation, which are initially
presented in a currency other than the Group's presentation currency, have been translated into
euro at the balance sheet closing rate. Revenues and expenses have been converted into the
Group's currency of presentation at average rates during the mentioned period. Any differences
arising from this procedure are recorded in the Statement of Total Income and in the net worth,
except for the part of these differences that is allocated to the non-controlling participations,
where they exist. In the event that a foreign business is sold in whole or in part so as to lose the
control exercised by the Group over that activity, the accumulated foreign exchange differences
that were recorded in the equity are carried forward to the profit or loss as part of the profit or
loss from the sale.
"AS COMMERCIALINDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A." and the subsidiary
"AS COMPANY CYPRUS LTD" keep their accounting books in Euros. The subsidiary "AS KIDS TOYS
S.R.L" keeps its accounting books in RON. Transactions made in foreign currencies are converted
into Euros based on the official rate of the foreign currency in force on the day of the transaction.
On the date of the Financial Position, claims and liabilities denominated in foreign currencies are
converted into Euro based on the official rate of the foreign currency in force on the respective
date of the Financial Position. Profits or losses from exchange rates are recorded in the results.
4.19 Reclassifications
There are no reclassifications.
5. Other Information
5.1 Consolidated Financial Statements
In the fiscal year 2025, Corporate and Consolidated Financial Statements were prepared, which
include, in addition to the Company, the details of the subsidiaries "AS COMPANY CYPRUS LTD"
and "AS KIDS TOYS S.R.L.", using the method of total consolidation.
The corresponding financial data of the year 2024 referred to as the Group, refer to the same
companies.
5.2 Seasonality of activities
Customer demand for the products of the Company and its subsidiaries in Cyprus and Romania
is subject to seasonal fluctuations that have historically been increased during the Easter and
Christmas periods. Most of the customers sell the products supplied by the Company and its
subsidiaries during the Christmas period, for this reason the receipts in the second half of the
year are significantly increased compared to the corresponding first half of the year.
6. Operating Sectors
The following information refers to the Operating Sectors of the Company, which are reported
separately in the Financial Statements.
The Operating Sectors have been defined based on the structure of the Company and the Group
and mainly refer to the division of the Group's activity into two main segments: a) Toys and b)
Infant Development, based on which financial decision-makers monitor the financial information
included in the consolidation.
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The real estate sector is a distinct activity from the trade in toys and infant development, the
exploitation of which has not yet begun.
The responsible bodies for making and monitoring the relevant decisions are the Chief Executive
Officer and the General Manager.
Turnover from trade in toys and infant development is broken down by geographical area as
follows: Group Company Account Descripti on 2025 2024 2025 2024 Domestic Merch andise Sales 29.395.845 24.990.758 29.395.845 24.990.758 Merchandise Sal es Abroad 6.689.334 6.016.458 3.941.252 3.507.212 Total 36.085.179 31.007.216 33.337.097 28.497.970
Foreign sales represent 18,54% of total consolidated sales for the current year, while in the
corresponding year last year they accounted for 19,40%.
On July 31, 2024, the Company completed the acquisition of stocks related to the category of
infant development from the until then exclusive distributor of these products in Greece.
Management reviewed the way it internally monitors and evaluates the performance of its
activities and identified their operating sectors on the basis of the product category, i.e. the toys
sector and the infant development sector, as these categories have different characteristics in
terms of cost structure and levels of gross profitability.
The breakdown of sales by operating segment for the fiscal years 2025 and 2024 is as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Toys 33.766.750 30.244.955 31.044.418 27.739.674 Infant dev elopment 2.318.429 762.261 2.292.679 758.297 Sales by Sec tor 36.085.179 31.007.216 33.337.097 28.497.970
The Company and the Group approach their sales in the light of the above functional areas, as
the categories of toys and baby development are differentiated mainly in terms of:
• the nature of the products and their cost structure, and
• the gross profit levels achieved by category.
Although most of the distribution of products is carried out through joint commercial partners and
channels, the differentiation in the gross profitability of the two categories makes it appropriate
to monitor and evaluate their performance separately at Group and Company level.
The Baby Development segment in the Group contributed to the sales of the fiscal year 2025 with
an amount of €2.318.429 and a gross profit of €823.025, while the corresponding figures for the
fiscal year 2024 amounted to €762.261 and €251.671.
The Group's results by sector are analyzed as follows:
Information by sector 2 0 2 5 Infant Unallocated Toys Group development elements Sales 33.766.750 2.318.429 36.085.179 Gross Profit 16.908.927 823.025 17.731.952 Other ope rating income 253.758 881.984 1.135.742 Operatin g E xpenses -11.107.207 -543.083 -11.650.290 E B I T D A 6.724.821 468.821 881.984 8.075.626 Earnings before taxes 6.227.108 276.245 881.984 7.385.338 Total Assets 46.269.419 2.287.609 2.813.023 51.370.051
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Information by sector 2 0 2 4 Infant Unallocated Toys Group development elements Sales 30.244.955 762.261 31.007.216 Gross Profit 14.808.181 251.671 15.059.852 Other ope rating income 122.074 122.074 Operatin g E xpenses -10.243.239 -540.282 -10.783.520 E B I T D A 5.395.989 -230.009 5.165.980 Earnings before taxes 5.857.671 -289.552 5.568.119 Total Assets 43.029.417 1.552.641 4.241.741 48.823.799
7. NOTES TO THE FINANCIAL STATEMENTS
7.1 Owner-Occupied Tangible assets and Asset Use Rights
Owner-occupied tangible assets are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Fields - Plot s 1.947.228 1.947.228 1.947.228 1.947.228 Buildings and t echnical works 1.167.776 1.422.175 1.167.776 1.422.175 Machinery - t echnical installatio ns 136.234 95.194 136.234 95.194 Means of Transpo rt 215.776 273.211 215.776 275.701 Furniture and other equipment 220.433 151.942 218.136 143.643 Total 3.687.447 3.889.752 3.685.151 3.883.940
The investments of the Group and the Company for the fiscal year 2025 amounted to € 243.642,
while the investments for the fiscal year 2024 amounted to € 61.833 for the Group and € 61.236
for the Company.
There are no encumbrances on the properties of the Company and the Group.
The Company owns a complex of building facilities, located in Oreokastro of the prefecture of
Thessaloniki on a privately owned plot of 45.787,60 sq.m. The building facilities include areas
that cover all the activities of the Company, for the storage and assembly of toys, offices and
exhibition and amount to an area of 16.169,56 sq.m.
The operation of the photovoltaic station in Oreokastro started on 01.03.2024.
The acquisition values, depreciation and amortization of fixed assets are broken down as follows:
Table of fixed assets for the year as at December 31, 2025 and December 31, 2024:
GROUP Furniture & Fixed Mechan. Means of Acquisiti on values Fields - Plo ts Building s other assets in TOTAL Equip transport equipment execution Balance 31.12.2023 1.947.228 7.823.646 61.774 584.186 1.511.184 113.000 12.041.018 Purchases – addi tions for fiscal year 0 3.935 9.530 -0 48.368 0 61.833 1.01 - 31. 12.2024 Decreases - s ales of fiscal year 1.01 0 0 0 -35.834 -2.331 0 -38.165 - 31.12.2 024 Other changes in acq uisition value 0 19.000 94.000 0 0 -113.000 0 Balance 31.12.2024 1.947.228 7.846.580 165.304 548.352 1.557.221 0 12.064.685
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Purchases – addi tions for fiscal year 0 56.954 51.393 13.000 122.295 0 243.642 1.01 - 31. 12.2025 Decreases - s ales of fiscal year 1.01 0 -21.799 0 -9.866 -2.863 0 -34.528 - 31.12.2 025 Balance 31.12.2025 1.947.228 7.881.736 216.697 551.485 1.676.652 0 12.273.799 Furniture & Fixed Mechan. Means of Depreciation Fields - Plo ts Building s other assets in TOTAL Equip transport equipment execution Balance 31.12.2023 0 6.116.471 61.774 235.915 1.347.880 0 7.762.039 Depreciation for the f iscal year 1.01 0 307.935 8.337 75.060 59.729 0 451.060 - 31.12.2 024 Depreciation reduct ions 0 0 0 -35.834 -2.331 0 -38.165 Balance 31.12.2024 0 6.424.405 70.110 275.141 1.405.277 0 8.174.934 Depreciation for the ye ar 1.01 - 0 310.554 10.353 72.925 50.942 0 444.774 31.12.2025 Depreciation reduct ions 0 0 0 -12.356 0 0 -12.356 Balance 31.12.2025 0 6.713.960 80.463 335.709 1.456.219 0 8.586.352 Net book value a t 31.12.2024 1.947.228 1.422.175 95.194 273.211 151.944 0 3.889.752 Net book value a t 31.12.2025 1.947.228 1.167.776 136.234 215.776 220.433 0 3.687.447 COMPANY Furniture & Fixed Mechan. Means of Acquisiti on values Fields - Plo ts Building s other assets in TOTAL Equip transport equipment execution Balance 31.12.2023 1.947.228 7.823.646 61.773 584.186 1.455.047 113.000 11.984.881 Purchases – addi tions for fiscal 0 3.935 9.530 -0 47.771 0 61.236 year 1.01 - 31. 12.2024 Decreases - s ales of fiscal year 0 0 0 -35.834 -2.331 0 -38.165 1.01 - 31. 12.2024 Other changes in acq uisition value 0 19.000 94.000 0 0 -113.000 0 Balance 31.12.2024 1.947.228 7.846.580 165.303 548.352 1.500.488 0 12.007.952 Purchases – addi tions for fiscal 0 56.954 51.393 13.000 122.295 0 243.642 year 1.01 - 31. 12.2025 Decreases - s ales of fiscal year 0 -21.799 -9.830 -5.000 0 -36.628 1.01 - 31. 12.2025 Balance 31.12.2025 1.947.228 7.881.736 216.696 551.522 1.617.782 0 12.214.965 Furniture & Fixed Mechan. Means of Depreciation Fields Plo ts Building s other assets in TOTAL Equip transport equipment execution Balance 31.12.2023 0 6.116.471 61.773 235.915 1.300.328 0 7.714.487 Depreciation for the f iscal year 0 307.935 8.337 72.570 58.847 0 447.689 1.01 - 31. 12.2024 Depreciation reduct ions 0 0 0 -35.834 -2.331 0 -38.165 Balance 31.12.2024 0 6.424.406 70.110 272.651 1.356.845 0 8.124.011 Depreciation for the ye ar 1.01 - 0 310.554 10.353 72.925 47.801 0 441.633 31.12.2025 Depreciation reduct ions 0 -21.000 -9.830 -5.000 0 -35.830 Balance 31.12.2025 0 6.713.960 80.463 335.746 1.399.646 0 8.529.814 Net book value at 31.12.2024 1.947.228 1.422.175 95.194 275.701 143.643 0 3.883.940 Net book value a t 31.12.2025 1.947.228 1.167.776 136.234 215.776 218.136 0 3.685.151
Rights to use assets
Rights to use assets are broken down as follows:
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Group Company Account De scription 2025 2024 2025 2024 Buildings 321.058 406.026 315.858 351.787 Means of transpo rt 273.815 375.218 273.815 375.218 Total 594.874 781.244 589.674 727.006
On October 13, 2023, the lease agreement of the offices and the exhibition space in Attica was
extended until October 31, 2031.
Group Acquisition val ues Buildings Means of tran sport TOTAL Balance 31.1 2.2023 751.950 190.672 942.622 Addition s for fiscal year 1.01 - 31.12.2024 0 426.252 426.252 Fiscal year redu ctions 1.01 - 31.12.2024 -4.089 -208.061 -212.150 Balance 31.1 2.2024 747.862 408.863 1.156.725 Addition s for fiscal year 1.01 - 31.12.2025 15.996 0 15.996 Fiscal year redu ctions 1.01 - 31.12.2025 -73.565 -27.244 -100.809 Balance 31.1 2.2025 690.293 381.619 1.071.912 Depreciation Balance 31.1 2.2023 267.433 181.370 448.803 Depreciati on for the fiscal year 1.01 - 74.402 57.405 131.807 31.12.2024 Depreciati on reductions 1.01 - 31.12.2024 0 -205.129 -205.129 Balance 31.1 2.2024 341.836 33.645 375.481 Depreciati on for the year 1.01 - 31.12.2025 74.213 79.532 153.745 Depreciati on reductions 1.01 - 31.12.2025 -46.814 -5.373 -52.188 Balance 31.1 2.2025 369.235 107.803 477.038 Net book val ue at 31.12.2024 406.026 375.218 781.244 Net book valu e at 3 1.12.2 025 321.058 273.815 594.874 Company Acquisition val ues Buildings Means of tran sport TOTAL Balance 31.1 2.2023 632.885 190.672 823.557 Addition s for fiscal year 1.01 - 31.12.2024 0 426.252 426.252 Fiscal year redu ctions 1.01 - 31.12.2024 -4.089 -208.061 -212.150 Balance 31.1 2.2024 628.797 408.863 1.037.660 Addition s for fiscal year 1.01 - 31.12.2025 15.996 0 15.996 Fiscal year redu ctions 1.01 - 31.12.2025 0 -27.244 -27.244 Balance 31.1 2.2025 644.793 381.619 1.026.412 Depreciation Balance 31.1 2.2023 224.895 181.370 406.265 Depreciati on for the fiscal year 1.01 - 52.114 57.405 109.519 31.12.2024 Depreciati on reductions 1.01 - 31.12.2024 0 -205.129 -205.129 Balance 31.1 2.2024 277.009 33.645 310.654 Depreciati on for the year 1.01 - 31.12.2025 51.925 79.532 131.457 Depreciati on reductions 1.01 - 31.12.2025 0 -5.373 -5.373 Balance 31.1 2.2025 328.935 107.803 436.738 Net book val ue at 31.12.2024 351.787 375.218 727.006 Net book valu e at 3 1.12.2 025 315.858 273.815 589.674
7.2 Intangible assets - Goodwill
Intangible assets are analyzed as follows:
GROUP Acquisition val ues Software Customer Relatio ns TOTAL Balance 31.1 2.2023 1.264.505 0 1.264.505
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Purchases – addi tions for fiscal year 1.01 - 11.250 0 11.250 31.12.2024 Identificat ion of assets from redemption 0 579.946 579.946 Balance 31.1 2.2024 1.275.755 579.946 1.855.701 Purchases – addi tions for fiscal year 1.01 - 17.500 0 17.500 31.12.2025 Balance 31.1 2.2025 1.293.255 579.946 1.873.201 Depreciation Software Customer Relatio ns TOTAL Balance 31.1 2.2023 758.504 0 758.504 Depreciati on for the fiscal year 1.01 - 129.996 54.712 184.708 31.12.2024 Balance 31.1 2.2024 888.500 54.712 943.212 Depreciati on for the year 1.01 - 31.12.2025 128.395 131.308 259.703 Balance 31.1 2.2025 1.016.895 186.020 1.202.915 Net book Valu e at 31.12.2023 506.001 0 506.001 Net book valu e at 3 1.12.2 024 387.255 525.234 912.489 Net book valu e at 3 1.12.2 025 276.360 393.926 670.286 COMPANY Acquisition val ues Software Customer Relatio ns TOTAL Balance 31.1 2.2023 1.264.505 0 1.264.505 Purchases – addi tions for fiscal year 1.01 - 11.250 0 11.250 31.12.2024 Identificat ion of assets from redemption 0 579.946 579.946 Balance 31.1 2.2024 1.275.755 579.946 1.855.701 Purchases – addi tions for fiscal year 1.01 - 17.500 0 17.500 31.12.2025 Identificat ion of assets from redemption 0 0 0 Balance 31.1 2.2025 1.293.255 579.946 1.873.201 Depreciation Software Customer Relatio ns TOTAL Balance 31.1 2.2023 758.504 0 758.504 Depreciati on for the fiscal year 1.01 - 129.996 54.712 184.708 31.12.2024 Balance 31.1 2.2024 888.500 54.712 943.212 Depreciati on for the year 1.01 - 31.12.2025 128.395 131.308 259.703 Balance 31.1 2.2025 1.016.895 186.020 1.202.915 Net book Valu e at 31.12.2023 506.001 0 506.001 Net book valu e at 3 1.12.2 024 387.255 525.234 912.489 Net book valu e at 3 1.12.2 025 276.360 393.926 670.286
Intangible assets include the acquisition value and the accumulated depreciation of computer
software programs.
The additions in the fiscal year amounted to € 17.500 for the Group and the Company, while the
corresponding amount in the previous year amounted to € 11.250. The recognition of the amount
of €579.946 concerns customer relationships from the acquisition of a business during the
previous year related to the infant development sector. Depreciation and amortization amounted
to € 259.703 for the Group and the Company, while the corresponding figures in the previous
year amounted to € 184.708.
The goodwill resulting from the acquisition of the infant development activity during the fiscal
year 2024 is mainly attributed to the prospects of creating future synergies, the utilization of the
customer base, as well as the acquisition of exclusive distribution rights, resulting from the
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integration of the activity into the Group. The capital gain is not subject to amortization and no
indication of impairment occurred during the fiscal year.
7.3 Investment Properties
Investment properties are analyzed as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Fields - Plot s and Buildings 2.125.075 4.241.741 2.125.075 4.241.741 Total 2.125.075 4.241.741 2.125.075 4.241.741
The cost of acquiring investment properties has been increased by directly imposed expenses,
such as professional fees for legal services, real estate transfer taxes and other direct costs.
The Company signed on 21.5.2025 with the company "ELOUNDA GREEN PROPERTIES Mon. S.A."
binding preliminary agreement for the sale to the latter, of nine (9) properties, located in the
location "Pezoulous" of Elounda, Ag. Nikolaos, Crete. The properties, with a total area of
approximately 58 acres, were acquired between 2022-2024 as investments. The total agreed
price amounted to three million (3.000.000) €.
On 8.9.2025, the corresponding final sales contract was signed. The total agreed price, which has
been collected in its entirety, amounted to three million (3.000.000) € with the return on
investment for the Company amounting to 40%.
The Company continues to own two more areas of investment properties in Crete – in Matala,
Heraklion and Plaka, Elounda, Ag. Nikolaos – examining every possibility for the best use of its
existing real estate portfolio.
The Company's Management confirmed with a recent valuation study that the estimate of the
market value of investment properties is slightly higher than the acquisition cost by an amount
of € 107 thousand. The fair value of the Group's and the Company's investment properties is
categorized at Level 3.
7.4 Holdings in subsidiaries
Shareholdings in subsidiaries are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 AS COMPANY C YPRUS LTD. 0 0 150.000 150.000 AS KIDS TO Y S S.R.L 0 0 400.000 400.000 Total 0 0 550.000 550.000
The basic financial figures of the subsidiaries are analyzed as follows:
Total Assets Obligations Equity 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 AS COMPANY C YPRUS LTD 1.231.980 1.926.756 647.460 923.002 584.520 1.003.754 AS KIDS TO Y S S.R.L. 1.632.203 2.223.344 1.109.142 1.156.766 523.061 1.066.578 Turnover Profit/(Loss) b efore tax 31.12.2025 31.12.2024 31.12.2025 31.12.2024 AS COMPANY C YPRUS LTD 1.786.878 1.932.751 608.889 539.307 AS KIDS TO Y S S.R.L. 3.350.026 2.941.532 465.392 362.982
"AS COMPANY CYPRUS LTD" is governed and operates under Cypriot law, in the form of a limited
liability company. The subsidiary company was established in May 2016 with an initial capital of
€ 150.000, which was 100% covered by the parent company.
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"AS KIDS TOYS SRL" is governed by and operates under the law of Romania, in the form of a
limited liability company. The subsidiary company was established in February 2018 with an initial
capital of € 400.000, which was 100% covered by the parent company.
The Company examines annually whether there are indications of impairment of participations.
No such indications emerged for shareholdings in subsidiaries.
7.5 Other non-current assets
Other non-current assets are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Advances for t he acquisition of land 86.905 21.415 86.905 21.415 Guarantees gi ven 23.090 28.606 18.279 23.678 Total 109.994 50.021 105.184 45.093
7.6 Inventories
The Stocks are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Merchandise 6.396.678 6.367.970 6.396.678 6.367.970 Minus: Forecasts for st ock depreciatio n -716.696 -636.696 -716.696 -636.696 Stocks on re ceipt 3.334.922 3.351.242 3.334.922 3.351.242 Total 9.014.904 9.082.515 9.014.904 9.082.515
The provisions for impairment of inventories amounting to € 716.696 cover the Company's slow-
moving and low-marketability inventories. Within the fiscal year, an additional provision for
impairment of stocks of € 80.000 was recorded in the Statement of Total Income.
In order to ensure its smooth supply in order to meet the orders of its customers, taking into
account the economic uncertainty due to the geopolitical developments in the Middle East, the
Company maintains increased inventories.
Stocks under receipt refer to import orders (purchases under receipt) from abroad.
The way the warehouse operates since 2019 has changed and the products are distributed
directly by the Company to the customers of its subsidiaries. Affiliates no longer maintain storage
space.
7.7 Trade Receivables
Receivables from customers are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Customers 4.499.175 4.693.640 3.978.033 4.492.835 Cheques recei vable 10.923.619 8.602.387 10.527.603 8.217.701 Promissory no tes receivable 123.061 182.453 123.061 182.453 Total 15.545.855 13.478.480 14.628.696 12.892.988 Minus : Provisio ns for doubtful debt s -150.781 -150.781 -110.612 -110.612 Total 15.395.073 13.327.698 14.518.084 12.782.376
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The table below analyzes the total customer requirements of 2025:
Group Company Non-overdu e balances 15.138.527 14.202.498 Overdue bal ances 407.328 426.198 Total custom er receivabl es 15.545.855 14.628.696
The age analysis of open trade receivables, which were overdue, is as follows:
Overdue balance s: Group Company Up to 90 days 244.240 298.856 91 - 1 80 days 50.173 51.336 181 days or more 112.915 76.006 Total 407.328 426.198
The Group applies IFRS' simplified approach 9 and calculates expected credit losses over the life
of its receivables.
On each Financial Position date, the Group performs an impairment check of receivables using a
table on the basis of which the expected credit losses are calculated. The maximum exposure to
credit risk on the day of the Financial Position is the carrying amount of each category of
receivables as set forth above.
The following table presents the information regarding the exposure of the Group and the
Company to credit risk:
Overdue Up to Overdue Up to Overdue Over Group 2025 Non-Overdue Total 90 days 91-180 day s 180 days Total amo unt of claims 15.138.527 244.240 50.173 112.915 15.545.855 Expected Credit L oss 13.625 13.208 11.034 112.915 150.781 Overdue Up to Overdue Up to Overdue Over Company 2025 Non-Overdue Total 90 days 91-180 day s 180 days Total amo unt of claims 14.202.498 298.856 51.336 76.006 14.628.696 Expected Credit L oss 12.782 12.024 9.801 76.006 110.612 Overdue Up to Overdue Up to Overdue Over Group 2024 Non-Overdue Total 90 days 91-180 day s 180 days Total amo unt of claims 13.105.578 236.841 9.051 127.010 13.478.480 Expected Credit L oss 11.795 6.695 5.282 127.010 150.781 Overdue Up to Overdue Up to Overdue Over Company 2024 Non-Overdue Total 90 days 91-180 day s 180 days Total amo unt of claims 12.536.452 243.985 20.023 92.527 12.892.988 Expected Credit L oss 11.283 6.701 102 92.527 110.612
The provisions for impairment of receivables amounting to €150.781 and €110.612 cover all
existing and expected credit losses of the Group and the Company respectively, from the non-
collection of their bad debts.
The change in the impairment provision for customer receivables is as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Initial bal ance 150.781 150.781 110.612 110.612 Addition al period forecast (chargeback) 0 0 0 0 Fee balance 150.781 150.781 110.612 110.612
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7.8 Investing in fair value through results
Investments in fair value through results are analyzed as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Shares liste d on the Athens Stock Exchange 398.675 391.816 398.675 391.816 Other dom estic debt securities 1.693.556 1.130.028 1.693.556 1.130.028 Units of Fore ign Mutual Funds 439.013 496.387 439.013 496.387 Other fo reign debt securities 10.216.561 10.120.179 10.216.561 9.305.064 Total 12.747.804 12.138.410 12.747.804 11.323.295 Group Company Account Descripti on 2025 2024 2025 2024 Short-t erm investments in euro 8.042.805 7.182.356 8.042.805 6.367.241 Short-t erm dollar investments 4.704.999 4.956.054 4.704.999 4.956.054 Total 12.747.804 12.138.410 12.747.804 11.323.295 Group Company 2025 2024 2025 2024 Starting balance 12.138.410 11.376.175 11.323.295 10.882.547 Acquisitio ns 4.193.044 2.783.403 3.681.974 2.411.763 Sales -3.451.598 -2.789.947 -2.036.547 -2.689.417 Profit/ (Loss) from Sale - Exchange -36.254 -80.235 -36.254 -80.235 Differen ces Accrued Intere st 61.882 28.544 23.553 28.544 Profit / (Loss) from valuation at fair val ue -157.680 820.469 -208.217 770.092 Maturity balanc e 12.747.804 12.138.410 12.747.804 11.323.295
For the year 2025, valuation losses amounted to €208.217 while in 2024 valuation gains
amounted to €770.092. For the Group, in the fiscal year 2025, valuation losses amounted to
€157.680 were recorded, while in 2024 valuation gains amounted to €820.469.
The acquisitions of the Company for the fiscal year 2025 include an amount of €823.944 as
dividend in kind from the subsidiary AS COMPANY CYPRUS LTD.
Fair value hierarchy
The Group and the Company use the following hierarchy to determine and disclose the fair value
of assets and liabilities:
• Level 1: Published market prices (without modification or adjustment) for financial assets
traded on active financial markets.
• Level 2: Observable data on the valued assets and liabilities beyond Level 1 prices, such as
trading prices for similar products, trading prices in inactive markets or other items that are
either observable or can be supported by observable data (for example, prices derived from
observable data), for almost the entire life of the financial instrument.
• Level 3: Data on the valued asset and liabilities that are not based on observable market data
(non-observable data). If observable data are used to calculate fair value that require
significant adjustments based on unobservable data, then the calculation belongs to level 3.
Level 3 includes financial instruments, the value of which is determined by valuation models,
cash flow discounting and similar techniques, as well as products for which the determination
of fair value requires significant judgment or assessment by Management.
Investments in fair value through results of the Group and the Company are categorized as
follows:
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Group 2025 Level 1 Level 2 Level 3 Total Shares liste d on the Athens Stock 398.675 0 0 398.675 Exchange Other dom estic debt securities 1.406.699 286.856 0 1.693.556 Units of Fore ign Mutual Funds 439.013 0 0 439.013 Other fo reign debt securities 9.824.412 392.148 0 10.216.560 Total 12.068.799 679.004 0 12.747.804 Company 2025 Level 1 Level 2 Level 3 Total Shares liste d on the Athens Stock 398.675 0 0 398.675 Exchange Other dom estic debt securities 1.406.699 286.856 0 1.693.556 Units of Fore ign Mutual Funds 439.013 0 0 439.013 Other fo reign debt securities 9.824.412 392.148 0 10.216.560 Total 12.068.799 679.004 0 12.747.804 Group 2024 Level 1 Level 2 Level 3 Total Shares liste d on the Athens Stock 391.816 0 0 391.816 Exchange Other dom estic debt securities 572.310 557.718 0 1.130.028 Units of Fore ign Mutual Funds 496.387 0 0 496.387 Other fo reign debt securities 9.879.093 241.086 0 10.120.17 9 Total 11.339.60 6 798.804 0 12.138.41 0 Company 2024 Level 1 Level 2 Level 3 Total Shares liste d on the Athens Stock 391.816 0 0 391.816 Exchange Other dom estic debt securities 572.310 557.718 0 1.130.028 Units of Fore ign Mutual Funds 496.387 0 0 496.387 Other fo reign debt securities 9.063.978 241.086 0 9.305.064 Total 10.524.49 1 798.804 0 11.323.29 5
For the fair value of Tier 2 securities, observable market data is used.
As of January 1, 2009, the Company and (following the consolidation of the subsidiaries) the
Group are implementing the amendment to IFRS 7 which requires the disclosure of financial
instruments measured at fair value through the prioritization of the above levels.
The fair value of the following financial assets of the Group and the Liabilities of the Group and
the Company approximates their book value:
- Other non-circulating items
- Requirements from customers
- Other current assets
- Cash and cash equivalents
- Long-term obligations from leases
- Other long-term liabilities
- Debts to suppliers - Short-term loan obligations
- Short-term liabilities from leases
- Other short-term liabilities
There were no changes in the valuation techniques used by the Group and the Company during
the year which ended on December 31, 2025, nor any changes in the categorization of the
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financial assets due to the change in their purpose or use. Also, during the year there were
transfers from level 1 to level 2 worth €71.652 and from level 2 to level 1 worth €380.666, while
there were no transfers inside and outside level 3 for the measurement of fair value. In other
foreign debt securities, there are foreign bonds of fair value on 31.12.2025 of €188.835 issued
debt securities originating from Russia.
The breakdown of other domestic and foreign debt securities based on the rating system of
Standard & Poor's and Moody's is shown in the table below:
Group Company Credit score 2025 2024 2025 2024 A 100.255 521.678 100.255 521.678 A- 22.928 577.537 22.928 577.537 A+ 0 215.987 0 116.693 A1 2.017.275 98.611 2.017.275 98.611 A2 804.129 229.395 804.129 229.395 A3 1.004.343 196.028 1.004.343 196.028 AA 0 0 0 0 Aa2 729.750 26.658 729.750 26.658 Aa3 260.693 135.632 260.693 135.632 AA 328.533 0 328.533 0 B- 0 203.729 0 103.734 B+ 0 188.703 0 188.703 Ba1 391.850 1.226.554 391.850 1.226.554 Ba1u 0 190.894 0 190.894 Ba2 415.351 612.254 415.351 612.254 Ba3 0 447.198 0 447.198 Baa1 1.263.509 0 1.263.509 0 Baa2 1.327.420 312.994 1.327.420 312.994 Baa3 570.384 390.349 570.384 390.349 BB 0 242.729 0 242.729 BB+ 0 791.757 0 589.682 BBB 0 570.991 0 570.991 BBB- 0 302.491 0 302.491 BBB+ 0 890.929 0 786.929 CCC+ 0 100.175 0 0 Unrated 2.6 73.6 97 2.776.935 2. 673.6 97 2.567.359 11.9 10.116 11.250.208 11.9 10.116 10.435.093
7.9 Other current assets
Receivables from other current assets are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Various debto rs 324.873 316.536 321.072 310.383 Expenses for subsequ ent years 180.473 199.791 180.473 199.791 Contracts wit h customers 150.544 100.133 290.675 337.524 655.890 616.460 792.221 847.699
Contracts with customers relate to revenues for which control was transferred at a given point in
time during the fiscal year 2025 and 2024 respectively.
7.10 Cash and cash equivalents
Cash and cash equivalents are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Cash at han d 722 2.204 722 2.204 Demand and t ime deposits 6.297.928 3.711.211 5.400.783 2.279.892 Total 6.298.650 3.713.415 5.401.505 2.282.096
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The Group's cash and cash equivalents are mainly invested in counterparties with a high credit
rating and for a short period of less than three months.
The composition of cash and cash equivalents by currency is as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Euros 5.984.751 2.748.753 5.302.965 2.207.557 Other curr encies 313.899 964.662 98.540 74.539 Total 6.298.650 3.713.415 5.401.505 2.282.096
The distribution of reserves based on the credit rating of the institutions, according to the rating
system of Standard & Poor's and Moody's, is shown in the table below:
Group Company Credit score 2025 2024 2025 2024 A- 109.240 0 50.526 0 A3 4.290.543 150.626 4.290.543 130.300 Baa1 790.159 0 173.961 0 Baa2 890.392 2.165.900 885.668 1.645.030 BB+ 199.034 0 0 0 Ba2 0 1.381.098 0 490.975 Unrated 18.558 13.586 85 13.586 Total 6. 297.928 3.711.210 5.400.783 2.279.892
7.11 Paid-up Share Capital and Reserves
The share capital of the Company amounts to eight million six hundred sixty-three thousand one
hundred seventy-three euros and twenty cents (€8.663.173,20), divided into thirteen million one
hundred twenty-six thousand and twenty (13.126.020) shares, with a nominal value of €0,66
each. The capital was formed as above by the decision of the Extraordinary General Meeting of
the Company's shareholders dated 22.12.2020, during which it was decided:
A) the increase of the Company's share capital by the amount of €74.509,17 with capitalization
of the premium reserve with an increase of the nominal value of the share by €0,00568.
B) the increase of the Company's share capital by the amount of €2.944.475,43 by capitalization
of previous years' profits, in accordance with the provisions of article 24 of Law 4646/2019 as
well as the relevant amendment of article 5 of the Company's Articles of Association on capital.
Following the above increase, the Company's share capital now amounts to €8.663.173,20 divided
into 13.126.020 common registered shares, of a nominal value of €0,66 each.
The Corporate Actions Committee of the Athens Stock Exchange was informed at the meeting of
04.02.2021 about the share capital increase in accordance with the above.
On 23.06.2025, the Own Share Acquisition Program, which had been approved by the Annual
General Meeting of shareholders on 23.06.2023, in accordance with the provisions of article 49
of Law 4548/2018, expired. The General Meeting had decided, inter alia, to acquire on behalf of
the Company, through the Athens Stock Exchange and within a period of twenty-four (24) months
from the date of the above decision, a maximum percentage of 5% of the then existing shares
of the Company, corresponding to 656.301 shares, with a purchase price range from 0,50
euros/share (minimum limit) to 4,00 euros/share (maximum limit) and to grant authorization to
the Board of Directors of the Company for the implementation of the above decision. In the
context of the execution of the above decision of the General Meeting of shareholders, on
23.02.2024 the Company announced the commencement of the Purchase Program as of
26.02.2024. During the entire period of validity of the Program, the Company purchased a total
of 38.099 own common registered shares, with an average purchase price of 2,70886 Euro per
share.
In accordance with the decisions of the Annual General Meeting of shareholders of 19.06.2025
and the Board of Directors of 20.10.2025, on 21.10.2025 the implementation of a new Own Share
Acquisition Program with effect until 23.6.2027 commenced, according to which the purchase of
its own (treasury) shares is provided for at a maximum rate of 5% of the total shares existing at
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the time of the General Meeting's resolution (19.06.2025) and its paid-up capital, corresponding
to 656.301 shares out of a total of 13.126.020 shares, with a purchase price range of €1,00/
share (minimum) to €6,00/ share (maximum limit).
On 31.12.2025 the Company held 102.979 own shares, corresponding to 0,78454% of its paid-
up capital.
The share capital and reserves accounts are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Paid-in shar e capital (13.126.020 share s of 8.663.173 8.663.173 8.663.173 8.663.173 €0,66) Regular reserve 2.692.710 2.428.209 2.642.433 2.415.760 Differen ce from conversion of capital into euro -11.168 28.074 33.064 33.064 Tax-free reserv es of special provisions 278.200 278.200 278.200 278.200 Subsidiary Ab sorption Loss -285.141 -285.141 -285.141 -285.141 Own Shares -233.033 -209.637 -233.033 -209.637 Balance of prof it / loss for the curren t year 30.909.972 28.435.235 30.358.435 26.922.362 Total 42.014.713 39.338.113 41.457.132 37.817.781
The Ordinary Reserve is formed in accordance with the provisions of the Greek Legislation (article
158, of Law 4548/2018) according to which an amount at least equal to 5% of the annual net
(after tax) profits, is mandatory to be transferred to the Ordinary Reserve until it reaches one
third of the paid-up share capital.
The item Balance of retained earnings for the fiscal year 2025 includes income from dividends
(tax reserve) amounting to Euro 1.850.000, in accordance with the provisions of article 48 of Law
4172/2013 (POL 1039/2015), compared to an amount of Euro 1.630.000 for the fiscal year 2024.
7.12 Lease obligations
Long-term and short-term lease liabilities are broken down as follows:
Group Company Long-term lea s e obli gations 2025 2024 2025 2024 Building lease s 276.946 346.511 276.946 308.803 Leases of mean s of transport 196.658 303.781 196.658 303.781 Total 473.603 650.292 473.603 612.584 Group Company Short-term l ease liabilities 2025 2024 2025 2024 Building lease s 66.198 86.266 61.686 60.050 Leases of mean s of transport 86.823 75.344 86.823 75.344 Total 153.021 161.610 148.508 135.394 Group Company Present value o f liability 2025 2024 2025 2024 Up to 1 year 142.361 161.700 137.849 135.394 From 2 to 5 years 427.659 538.310 427.659 500.692 After 5 years 56.603 111.892 56.603 111.892 Present value o f liability 626.623 811.902 622.111 747.978 Group Company Total Mini mum Future Leases 2025 2024 2025 2024 Up to 1 year 155.017 180.610 150.505 152.305 From 2 to 5 years 484.594 613.648 484.594 572.097 After 5 years 57.646 121.497 57.646 121.497 Total Mini mum Future Leases 697.257 915.844 692.745 845.899 Cons: Future fin ancial expenditure -70.636 -103.852 -70.636 -97.921 Present valu e of liability 626.623 811.902 622.111 747.978
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7.13 Deferred tax liabilities
According to the current tax regime in Greece, sociétés anonymes are taxed on their total profits
at a rate of 22%, as amended by article 120 of Law 4799/2021.
The deferred tax receivables and liabilities were calculated by applying the tax rates
corresponding to the fiscal year in which the reversal of each category of temporary difference in
accounting and tax base is expected.
Deferred tax assets and liabilities are offset when there is an applicable legal right to offset current
tax assets against current tax liabilities and when the deferred income taxes relate to the same
tax authority.
The deferred tax liabilities for the Company and the Group are analyzed as follows:
Amounts recorded i n the Amounts recorded i n 2024 2025 Income Statemen t Other Total Rev enue Deferred incom e taxes (liabilities) Fields - Plot s 199.523 199.523 Building Facili ties 151.093 -9.272 141.821 Total Deferred income taxes 350.616 -9.272 0 341.344 (liabilities) Deferred incom e taxes (receivables) Valuatio n of receivables--688 722 34 liabilities in foreign currency Write-o f f of estab lishment and 0 0 0,09 first instal lation expenses Stock depreci ation forecast 134.573 17.600 152.173 Provision f or devaluation of bad 7.410 0 7.410 debts Prediction o f depreciation of -75.317 127.906 52.589 securities Provision o f compensation for 29.929 4.937 -1.710 33.157 staff Differen ces from application of 4.614 2.522 7.136 IFRS 16 Intangibl e assets from 5.037 -24.900 -19.863 acquisitio n Differen ces from depreciation of -13.489 -3.604 -17.094 other priv ate vehicles Total Deferred income taxes 92.069 125.183 -1.710 215.542 (receivables) Total Deferred Taxation 258.547 -134.455 1.710 125.802 Amounts recorded i n the Amounts recorded i n 2023 2024 Income Statemen t Other Total Rev enue Deferred incom e taxes (liabilities) Fields - Plot s 199.523 0 199.523 Building Facili ties 160.365 -9.272 151.093 Total Deferred income taxes 359.887 -9.272 0 350.616 (liabilities) Deferred incom e taxes (receivables) Valuatio n of receivables--76 -612 -688 liabilities in foreign currency Write-o f f of estab lishment and 0 -0 0 first instal lation expenses Stock depreci ation forecast 114.941 19.632 134.573
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Provision f or devaluation of bad 7.410 0 7.410 debts Prediction o f depreciation of 109.350 -184.667 -75.317 securities Provision o f compensation for 22.260 4.813 2.856 29.929 staff Differen ces from the application 733 3.881 4.614 of IFRS 16 Intangibl e assets from 0 5.037 5.037 acquisitio n Differen ces from depreciation of -7.004 -6.485 -13.489 other priv ate vehicles Total Deferred income taxes 247.614 -158.401 2.856 92.069 (receivables) Total Deferred Taxation 112.274 149.129 -2.856 258.547
7.14 Termination of staff benefits
According to Greek labor law, employees are entitled to a lump-sum compensation in case of
their dismissal or retirement, the amount of which depends on the length of service and the
employee's remuneration on the day of their dismissal or retirement. Employees who resign or
are dismissed with justification are not entitled to compensation. If the employee remains with
the Company until he retires, is entitled to a lump sum equal to 40% of the compensation he
would have received if he had been dismissed on that day, in accordance with article 335 of
Presidential Decree 62/2025
The provision for severance compensation is reflected in the financial statements in accordance
with IAS 19 "Employee Benefits" - and is based on an independent actuarial study.
The movement of net liabili ty in the Financial Statements on 31.12.2025 is as follow s: Company Changes in N et Liabilit y 2025 2024 Net Liabili ty at the beginning o f the year 136.043 101.182 Benefits paid by the employer -55.778 0 Expense recognize d in the Statemen t of Profit and Lo ss 78.220 21.879 (Profits)/Expense r ecognized in Other To tal Revenue -7.773 12.982 Net Liability in the Stat ement of Financial Po sition 150.712 136.043 Company Entire Commitm ent Agreement 2025 2024 Net Liabili ty at the beginning o f the year 136.043 101.182 Cost of curr ent employment 26.858 18.267 Interest cost s 4.462 3.612 Terminati on Facilities 46.899 0 Minus Compen sation Paid -55.778 0 Actuarial (Pro fit)/ Loss for the year -7.773 12.982 Total Liability at the end of the period 150.712 136.043
The actuarial assumptions used during the actuarial study of the year 2025 are the following:
1. Discount Rate: 3,61% on 31.12.2025
2.Average annual long-term inflation growth rate: 2,0%
3. Average annual long-term salary increase: 3,0%
4. Valuation date: 31.12.2025
5. For the estimated pension benefit, the application of Law 2112/1920 upon retirement as
amended by Law 4093/2012 and 4808/2021 was assessed
The actuarial assumptions used during the actuarial study of the year 2024 are the following:
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1. Discount Rate: 3,28% on 31.12.2024
2.Average annual long-term inflation growth rate: 2,0%
3. Average annual long-term salary increase: 3,0%
4. Valuation date: 31.12.2024
5. For the estimated pension benefit, the application of Law 2112/1920 upon retirement as
amended by Law 4093/2012 and 4808/2021 was assessed
Sensitivity A nalysis 2025 2024 Present Value of Defined Benefit Co mmitment 150.712 136.043 Calculati on with a discount rate o f +0.5% 146.213 131.667 Calculati on with a discount rate o f -0.5% 155.420 140.633 Sensitivity A nalysis of Current Emplo yment Costs 2025 2024 Cost of curr ent employment 26.858 18.267 Calculati on with a discount rate o f +0.5% 25.897 17.552 Calculati on with a discount rate o f -0.5% 27.874 19.022
7.15 Other long-term liabilities
Other long-term liabilities relate to grants and are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Fixed invest ment grants 21.791 24.531 21.791 24.531 Total 21.791 24.531 21.791 24.531
7.16 Debts to suppliers
Debts to suppliers are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Suppliers 3.880.634 4.065.559 3.764.472 3.862.866 Cheques pay able 51.012 30.493 51.012 30.493 Total 3.931.646 4.096.052 3.815.484 3.893.359
The above obligations are interest-free and short-term.
7.17 Short-term loan obligation
There are no short-term loan obligations.
7.18 Other short-term liabilities
Other short-term liabilities are analyzed as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Customer A dvances 290.276 336.320 290.276 336.320 Tax liabili ties 1.512.011 1.136.342 1.344.058 995.473 Insurance Orga nizations 156.823 186.968 151.944 174.908 Accrued expenses 1.176.331 921.008 1.176.331 921.008 Various credit ors 1.126.225 1.479.506 893.912 1.360.370 Cheques pay able 220.386 81.984 220.386 81.984 Total 4.482.051 4.142.128 4.076.907 3.870.064
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The item Tax Liabilities includes a current tax liability of € 1.045.541 (2024: €540.856) for the
Group and €1.009.356 (2024: €526.033) for the Company respectively.
7.19 Turnover
Turnover is broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Wholesal e merchandise sales 29.377.769 24.984.736 29.377.769 24.984.736 Sales of me rchandise in the European Un ion 6.247.416 5.672.151 3.499.334 3.162.905 Sales of me rchandise in third cou n tries 441.918 344.307 441.918 344.307 Merchandise Sal es in the retail market 18.076 6.022 18.076 6.022 Total 36.085.179 31.007.216 33.337.097 28.497.970
The sales of AS COMPANY CYPRUS LTD and AS KIDS TOYS S.R.L. come 100% from the wholesale
channel and the above table has included the sales of goods in the countries of the European
Union.
The subsidiaries in Cyprus and Romania are active in the wholesale trade of children's toys.
There is a dispersion of sales, however three customers participate in the total turnover with a
percentage of more than 10% who have a high credit rating. The commercial receivables of these
customers as of December 31, 2025 cover 7,03% of the Company's assets and 6,88% of the
Group (2024: 7,48% of the Company's assets and 7,16% of the Group).
The Board of Directors of the Company at its meeting on 30/10/2025 decided the dissolution and
liquidation of the subsidiary in Cyprus having taken into account the recent developments in the
structure of the retail trade and the optimization of customer service by utilizing the existing
infrastructure and central organization of the Company. The implementation of this decision is
expected to be completed within the current year 2026.
Cyprus remains a market of strategic importance and commercial activity will continue unhindered
through the parent company with the aim of further strengthening partnerships and developing
sales.
7.20 Cost of sales
Sales costs are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Cost of me rchandise Sold 18.294.332 15.906.744 18.036.375 15.646.969 Cost of Se lf-Deliveries – Inventory Destru ction -35.544 -28.341 -35.544 -28.341 Forecasts - Depre ciation of Stock s 80.000 89.235 80.000 89.235 Exchange diffe rences 14.440 -20.275 14.440 -20.275 Total 18.353.227 15.947.364 18.095.271 15.687.588
7.21 Other operating income
Other operating income breaks down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Revenue fro m receivable shipping costs 14.662 8.934 14.662 8.934 Other rev enue 1.121.080 113.140 1.279.043 308.477 Total 1.135.742 122.074 1.293.705 317.411
Other income includes the profit from the sale of real estate in Elounda, Crete, amounting to
881.984 euros.
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7.22 Administrative costs
Administrative operating expenses are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Staff rem uneration and costs 1.437.776 1.461.366 1.386.841 1.405.874 Fees and expenses o f third parties 983.873 831.213 836.963 679.979 Third-party benefits 190.535 186.371 185.726 181.859 Taxes-fees 65.308 63.126 65.308 63.126 Miscellaneou s costs 195.566 225.072 183.143 213.586 Operatin g forecasts 3.488 7.030 3.488 7.030 Depreciati on - Impairment 517.942 527.033 502.969 511.993 Other (reve nue) - expenses 2.110 4.937 2.110 4.937 3.396.598 3.306.149 3.166.547 3.068.383
7.23 Disposal operating expenses
The operating costs of disposal are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Staff rem uneration and costs 2.781.722 2.575.056 2.621.134 2.423.836 Fees and expenses o f third parties 2.155.776 1.786.533 1.409.172 1.140.718 Third-party benefits 205.893 213.737 188.366 197.247 Taxes - fees 94.631 95.553 67.353 61.262 Miscellaneou s costs 2.373.479 2.352.665 2.310.813 2.257.091 Operatin g forecasts 20.642 13.550 20.642 13.550 Depreciati on - Impairment 335.242 235.032 324.786 224.414 Other (reve nue) - expenses 92.395 35.607 92.395 35.607 8.059.779 7.307.733 7.034.661 6.353.724
Miscellaneous expenses include the cost of advertising and promotions.
7.24 Research and development costs
Research and development costs are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Staff rem uneration and costs 175.198 147.741 175.198 147.741 Fees and expenses o f third parties 5.286 5.141 5.286 5.141 Third-party benefits 4.450 5.085 4.450 5.085 Taxes - fees 1.496 1.354 1.496 1.354 Miscellaneou s costs 2.443 3.508 2.443 3.508 Depreciati on - Impairment 5.038 5.509 5.038 5.509 Operatin g forecasts 0 1.300 0 1.300 193.913 169.639 193.913 169.639
Research and development expenses refer to the expenses incurred by the Company by a
specialized department dealing with the development of new products.
7.25 Payroll costs
The payroll costs included in the Financial Statements of the Company and the Group as at
December 31, 2025 and December 31, 2024 are analyzed as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Salaries an d Wages 3.564.208 3.407.699 3.358.059 3.206.360 Employer cont ributions 672.119 669.844 666.745 664.470 Other staf f costs 158.369 106.621 158.369 106.621 Total 4.394.697 4.184.164 4.183.174 3.977.452
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The number of employees at the end of the audited fiscal year 2025 amounted to 86 employees
in the Group, i.e. 80 in the parent company and 6 in the subsidiaries in Cyprus and Romania. At
the end of the previous year, the number of employees in the Group amounted to 89 employees,
i.e. 83 in the parent company and 6 in the subsidiaries in Cyprus and Romania.
The above payroll costs are divided into the various functions of the Company and the Group as
follows:
Group Company Account Descripti on 2025 2024 2025 2024 Administra tive Operating Expenses 1.437.776 1.461.366 1.386.841 1.405.874 Disposal Ope rating Costs 2.781.722 2.575.056 2.621.134 2.423.836 Research and devel opment costs 175.198 147.741 175.198 147.741 Total 4.394.697 4.184.164 4.183.174 3.977.452
7.26 Depreciation-Impairment
Depreciation-impairments are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Depreciati on of buildings 310.554 307.935 310.554 307.935 Depreciati on of Leased Buildings 74.213 74.402 51.925 52.114 Machine Depre ciation 10.353 8.337 10.353 8.337 Depreciati on of Means of Transport 72.925 72.570 72.925 72.570 Depreciati on of Leased Means of Transport 79.532 57.405 79.532 57.405 Depreciati on of Furniture and Other Equipme nt 50.942 62.218 47.801 58.847 Depreciati on of intangible assets 259.703 184.708 259.703 184.708 Total 858.222 767.574 832.793 741.915
The above depreciation is divided into the Company's operations as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Administra tive costs 517.942 527.033 502.969 511.993 Disposal opera ting expenses 335.242 235.032 324.786 224.414 Research and devel opment costs 5.038 5.509 5.038 5.509 Total 858.222 767.574 832.793 741.915
Based on the above, the reconciliation of Earnings before interest, taxes, depreciation and
amortization with Net Earni ngs after taxes is as follows: Group Company Account Descripti on 2025 2024 2025 2024 Net Profit Af ter Tax 5.752.141 4.209.660 6.675.651 5.054.725 Adjustment s: Income Taxes 1.633.197 1.358.459 1.485.406 1.241.105 (Revenue)/ Fin ancial operating expenses - ne t -167.934 -1.169.714 -2.020.648 -2.759.783 Depreciati on-Impairment 858.222 767.574 832.793 741.915 Earnings before i nterest, taxes, 8.075.626 5.165.980 6.973.203 4.277.963 depreciation and amortization
7.27 Financial operating expenses
Net financial expenses / (revenues) are broken down as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Interest an d expenses on current liabil ities 31.905 54.076 29.906 51.749 Other rel ated costs 91.868 26.964 40.617 11.921 Credit in terest and income on debt securit ies -515.449 -544.262 -515.449 -537.337 Dividend i ncome 0 0 -1.850.000 -1.630.000
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(Profit) / Losses from the sale of secu rities 66.062 113.976 66.062 113.976 (Profit)/Valuati on losses of finan ci al assets 157.680 -820.469 208.217 -770.092 Total -167.934 -1.169.714 -2.020.648 -2.759.783
The Income from dividends of the Company during the fiscal year 2025 includes the dividend
received by the Parent Company from the Subsidiary AS COMPANY CYPRUS LTD amounting to
950.000 euros and from the Subsidiary AS KIDS TOYS SRL amounting to 900.000 euros. For
the fiscal year 2024, the dividend received by the Parent Company from the Subsidiary AS
COMPANY CYPRUS LTD amounting to 1.630.000 euros is included.
7.28 Taxes
The Yearly Taxes of the Company and the Group are analyzed as follows:
Group Company Account Descripti on 2025 2024 2025 2024 Current In come Tax 1.761.574 1.209.330 1.613.784 1.091.976 Deferred i ncome taxes recognised in th e result -134.455 149.129 -134.455 149.129 Previous Years Tax 6.077 0 6.077 0 Total taxes 1.633.197 1.358.459 1.485.406 1.241.105
Income Tax Reconciliation Table:
Group Company Account Descripti on 2025 2024 2025 2024 Profit fo r the year before tax 7.385.338 5.568.119 8.161.057 6.295.830 Parent tax ra te 22% 22% 22% 22% Correspondi ng Tax 1.624.774 1.224.986 1.795.433 1.385.083 Impact of Ot her Countries' Tax Rates -85.768 -73.013 0 0 Tax on expen ses not recognised for t ax 90.896 214.623 90.896 214.623 purposes Previous Year Tax D ifference 6.077 0 6.077 0 Tax on oth er disputes -2.783 -8.137 0 0 Correspondi ng Intra-Corporate Dividen d Tax 0 0 -407.000 -358.600 Total 1.633.197 1.358.459 1.485.406 1.241.105 Effective Ta x Rate 22,11% 24,40% 18,20% 19,71%
The effective tax rate of the Company decreased from 19,71% in the previous year to 18,20%,
while that of the Group decreased from 24,40% to 22,11%. The change in the effective tax rate
is due to: (a) the fact of higher intra-corporate dividends of the amount of 220.000 euros in the
fiscal year 2025 by the subsidiaries in Cyprus and Romania which are exempt from tax for the
Company and (b) the reduction of non-recognized tax expenses for the Group and the Company.
The tax rate on profits from business activity of legal entities in Greece amounts to 22%. Tax
rates in the countries where the Group operates range from 12,5% to 16,0%.
The Company has received tax compliance certificates with the consent of its certified auditor for
each fiscal year from 2011 to 2024 in accordance with the Greek tax legislation (2011-2013 in
accordance with the provisions of article 82 of Law 2238/1994 and 2014-2024 in accordance with
the provisions of article 65A of Law 4174/2013). The Company does not expect additional taxes
and surcharges to arise in the context of an audit by the Greek tax authorities for the fiscal years
2020 to 2025. In addition, based on risk analysis criteria, the Greek tax authorities may select the
Company for a tax audit in the context of the audits they carry out on companies that received
tax compliance certificates with the consent of the statutory auditor. The Company has not
received any audit order from the tax authorities for the fiscal years 2020 to 2025.
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Company Headquarters Unaudited tax years AS COMPANY A.E. Greece 2020 - 2 025 AS COMPANY CYPR US LTD Cyprus 2020 – 2025 AS KIDS TOYS SRL Romania 2020 - 2025
It is noted that on 31.12.2025 the fiscal years until 31.12.2019 were statute-barred in accordance
with the provisions of paragraph 1 of article 36 of Law 4174/2013.
For the fiscal year 2025, the tax audit for obtaining the tax compliance certificate (in accordance
with the provisions of articles 78 and 83 par. 54 of Law 5104/2024) is in progress and the
Administration does not expect a substantial change in the tax obligations of this fiscal year. The
audit is expected to be completed after the publication of the financial statements for this financial
year.
The Group's unaudited tax years are as follows:
We estimate that in the event of a tax audit of the subsidiaries in Cyprus and Romania, any
additional tax liabilities that may arise will not have a material effect on the Group's Financial
Statements.
8. Transactions with related parties
Related parties within the meaning of IAS 24 mean, in addition to subsidiaries and related
companies, the members of Management and the Directors and their close relatives.
The shareholders (natural or legal persons) who held on 31.12.2025, directly or indirectly, more
than 5% of the total number of shares and the relevant voting rights of the Company are listed
in the table below.
Shareholder's na me Participation perc entage* 1. Andreadis Efstratios 31,35975% 2. Andreadou Anastasia 31,08181%
Transactions with related parties during the fiscal year 2025, i.e. intercompany sales/purchases
and intercompany balances, all related to transactions within the scope of the Company's purpose
of operation and in market terms.
The overall framework of activities of the Company and its affiliated companies concerns AS
COMPANY CYPRUS LTD and AS KIDS TOYS S.R.L. No intercompany transaction was carried out
beyond those described above.
Sales 2025 2024 AS COMPANY C YPRUS LTD 921.137 1.023.585 AS KIDS TO Y S S.R.L 1.467.684 1.341.452 Total 2.388.822 2.365.037 Shopping 2025 2024 AS COMPANY C YPRUS LTD 0 0 AS KIDS TO Y S S.R.L 0 0 Total 0 0 Other Tran s action s 2025 2024 AS COMPANY C YPRUS LTD 71.107 82.954 AS KIDS TO Y S S.R.L 105.931 123.376 Total 177.037 206.331
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Balances from trade transactions Requirement s 2025 2024 AS COMPANY C YPRUS LTD 402.348 547.661 AS KIDS TO Y S S.R.L 671.593 739.552 Total 1.073.941 1.287.213 Obligations 2025 2024 AS COMPANY C YPRUS LTD 0 0 AS KIDS TO Y S S.R.L 0 0 Total 0 0
In the fiscal year 2025, a dividend was approved to the Parent Company by the subsidiary AS
COMPANY CYPRUS LIMITED amounting to Euro 950.000 and by the subsidiary AS KIDS TOYS
SRL amounting to Euro 900.000. (2024: from the subsidiary AS COMPANY CYPRUS LIMITED to
the Parent Company of the amount of Euro 1.630.000).
The gross dividend proposed by the Board of Directors of the Company for approval by the Annual
General Meeting of the Company's shareholders for the year 2026, from the earnings of the year
2025 amounts to € 0,19 per share compared to € 0,17 of the corresponding fiscal year last year,
i.e. increased by 11,8%.
The benefits to the Company's Managers and Management are analyzed as follows:
Executive Remu neration Group Company and Transactio ns Short-term emplo yee 2025 2024 2025 2024 benefits Salaries 932.917 613.197 902.917 613.197 Social Secu rity Costs 142.140 92.343 141.270 92.343 Total 1.075.057 705.540 1.044.187 705.540 Remuneration and Transactions of BoD Group Company Members Short-term b enefits 2025 2024 2025 2024 Salaries 409.148 449.748 409.148 419.748 Social Secu rity Costs 75.265 79.119 75.265 78.249 Stamp duty for the remunerat ion of the Board of 0 5.037 0 5.037 Directors Other fe es 53.480 43.180 53.480 43.180 Total 537.893 577.084 537.893 546.214
During the fiscal year 2025, four (4) new Executives joined in, following the assumption of
increased responsibilities and responsibilities, in accordance with the approved new organizational
chart of the Company
No loans have been granted to members of the Board of Directors or to Executives (and their
families). There were no changes in the transactions between the Company and its related
persons that could have material consequences on the financial position and performance of the
Company.
The remuneration paid during the fiscal year 2025 to the Chairman of the Board of Directors, Mr.
Efstratios Andreadis, the Executive Vice President of the Board of Directors, Mrs. Anastasia
Andreadou, to the Executive Member, Mr. Konstantinos Andreadis, the Non-Executive Vice
Chairman of the Board of Directors, Mr. Apostolos Petalas and the Non-Executive Member, Mr.
Theofilos Mechteridis, relate to remuneration in their capacity as members of the Board of
Directors. The Company does not proceed with the payment of remuneration to the Members of
the Board of Directors for their capacity as Members of the Audit & Remunerations and
Nominations Committees. Also, the remuneration of the non-executive members of the Board of
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Directors, Messrs. Athanasios Chrysafidis and Georgios Vletsos, concern remuneration in their
capacity as members of the Board of Directors.
In accordance with the decision of the Annual General Meeting on 19.06.2025, the payment of
the annual gross remuneration from the profits of the closing fiscal year 1.1.2024 – 31.12.2024
was approved.
The non-executive member of the Board of Directors, Theofilos Mechteridis, was also paid fees
due to the provision of customs broker services, in the context of his professional cooperation
with the Company, based on a relevant evaluation by the Remuneration Committee and the Board
of Directors and a corresponding contract. The remuneration paid to the executive member of
the Board of Directors, Mrs. Theodora Koufou, concerns the provision of employment services to
the Company throughout the fiscal year. Managers who are not members of the Board of Directors
received remuneration based on the employment contracts they have with the Company.
Also, by the General Meeting of the shareholders on 19.06.2025, the payment of an additional
remuneration (bonus) of 159.487 euros (including employer contributions) to the Company's
executives from the profits of the year 2024 was approved.
9. Financial Risk Management and Financial Assets
The Group is exposed to various risks related to its operation and can significantly impact financial
results, business operations and cash flow.
9.1. Planning to address major risks
The Group's Management has prioritized the following 5 most important risks in terms of achieving
its strategic goals.
- Profitable growth risk. In order to achieve the goals of profitable organic growth, it is
imperative to plan to respond to risks and limit their consequences.
- Risk of sustainable development. In order to achieve the objectives of sustainable
development and to reduce the risk of competitiveness consequences in relation to large
companies that may take advantage of their faster adaptation, there must be
comprehensive plans to deal with them.
- Internal risk factors. The achievement of the Group's goals and vision requires a healthy
organization, capable of both strengthening existing fundamental competencies and
developing new ones, such as internationalization capabilities, modern digital capabilities
with an emphasis on digitalization, as well as collective leadership with high standards of
corporate governance, adapted to the specificities and size of the Group and the
Company.
- Compliance Risks. Compliance with the requirements of the legislative framework is an
ongoing process that the Group must and strives to respond to consistently.
- Risks from Geopolitical Developments. Geopolitical developments in the wider region
cause uncertainty and affect the global supply chain.
9.2. Categorisation of risks
The main risks to which the Company and the Group are exposed have been categorized as
follows:
a. Business Risks
Risks related to the Group's strategy and the industry in which it operates, such as the speed of
response to changing customer/consumer demands, competition, regulatory framework and the
reputation of the Company, as well as issues such as technological innovation.
b. Operational Risks
Risks in relation to the operation of the Group, arising from factors such as the supply chain
(procurement, production, distribution), financial information. Errors – fraud and malicious actions
of third parties that may affect the information system and communications as well as security in
customer service.
c. Financial Risks
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Risks arising on the one hand from the general macroeconomic environment and on the other
hand factors that constitute obstacles for the Group to meet its commitments and financial
targets. The primary objective is to maintain a strong credit rating and sound business indicators,
with a view to supporting its business plans.
d. Risks from Geopolitical Developments
Global geopolitical developments continue to create significant uncertainty for economic and trade
activity. In particular, the trade policies of major economies, such as the United States, armed
conflicts in Eastern Europe and the Middle East, as well as tensions in areas of important maritime
trade corridors, can affect the global supply chain, leading to delays in the supply of raw materials,
increased transport costs and changes in product prices. At the same time, the volatility in
exchange rates and the increase in logistics costs may affect profitability and pricing policy,
requiring risk management strategies and flexibility in the Company's commercial decisions.
9.3. Description of the main risks and uncertainties
The main risks that have a direct impact on the financial results are listed.
(a) Exchange rate risk
This risk relates to the ratio of the euro to other currencies related to the sales and purchases of
the Company and its Subsidiaries.
The Group makes a significant part of its imports originating in China and Hong Kong which are
priced in US dollars (USD). In 2025, dollar purchases accounted for 74,1% of total purchases
compared to 71,2% of purchases in the corresponding previous year. The value of dollar (USD)
imports is up 7,08% vis-à-vis the corresponding period last year.
The Group has cash and investment products denominated in dollars (USD), which cover 45,0%
(2024: 47,3%) of the value of dollar imports made in 2025.
The average euro/dollar exchange rate over the last 3 years has been as follows:
2023 2024 2025 Average exchan ge rate 1,082 1,085 1,129 Annual C hange % 0,3% 4,0%
Due to the Group's activity in Romania through the subsidiary AS KIDS TOYS S.R.L., there is a
foreign exchange risk related to the valuation of the equity, as the assets are valued in Romanian
lei (RON). The average exchange rates of the Romanian lei (RON) against the Euro for the years
2023 to 2025 were as follows.
2023 2024 2025 Average exchan ge rate 4,9498 4,9756 5,0424 Annual C hange % 0,5% 1,3%
Based on the Group's total equity figures, this risk remains at low levels.
In 2025, the Group did not use financial derivatives to reduce exposure to foreign exchange risk
arising from the markets.
(b) Interest rate risk
The Group Companies have credit limits in banks, however due to liquidity they have not resorted
to bank lending in 2025 and all their working capital needs are financed by own cash.
The Group does not use financial derivatives in order to reduce its exposure to the risk of changes
in interest rates, as of the date of preparation of the Financial Report.
The Group monitors developments very closely, adjusts its policy to protect its high reserves and
continues to invest in highly investment-grade portfolios.
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Management considers that the aforementioned risk is not expected to materially affect the
financial position of the Company and the Group.
(c) Risk of fluctuations in commodity market prices and dependence on the supply of commodities
Given that a large part of the Group's toys originate from China, any changes in China's trade
relations with the European Union, the exchange rate of the Chinese yuan against the USD —
which accounts for a significant part of the Group's purchases — and transportation costs may
affect, as the case may be, positively or negatively, on the one hand, customer supply and sales,
and on the other hand, the Cost of Sales and the Group's profitability.
Given that more than 70% of the Group's products originate from China and Hong Kong in order
to limit the economic impact of extraordinary events (indicatively: temporary embargo –
imposition of tariffs, etc.), Management has adopted a policy of higher stocks to ensure the
smooth supply of its customers.
The Company continuously monitors economic developments in the toy market in China, while
maintaining long-term partnerships with its existing supplier network. In addition, it systematically
monitors exhibitions held in China, with the aim of exploring and evaluating alternative suppliers
that could meet its operational needs.
(d) Credit and liquidity risk
The Company and the Group are exposed to credit risk due to the possible inability of customers
to fulfill their contractual obligations. To limit risk, a rational credit policy is applied, with an
assessment of customers' creditworthiness based on market data and banking information. The
receivables come mainly from wholesalers and large customers, with continuous monitoring of
credits and, where necessary, additional guarantees.
Potential credit risk also exists in cash and investments, due to the possible weakness of
counterparties. The Group ensures diversification and invests in highly rated institutions,
significantly reducing risk, both in Greek systemic banks and in highly rated international banks.
Liquidity risk refers to the possibility of insolvency of financial obligations. According to the
financial statements, both at the Company and Group level, the liquidity risk is fully controlled,
as confirmed by the working capital ratio.
Potential credit risk exists in cash and cash equivalents, as well as in investments. In such cases,
the risk may arise from the inability of the counterparty to meet its obligations to the Group. The
Group ensures that it maintains appropriate diversification, and invests in institutions with an
increased credit rating to reduce risk.
The credit risk, which may arise from the inability of financial institutions to meet their obligations
to the Group in terms of investment and cash investments, has been significantly reduced, as the
most significant part of these are placed either in systemic Greek banks or in international banks
outside Greece, of high investment grade.
The liquidity risk is located in the possibility that the Group will find itself in a position that will
not allow it to meet its financial obligations. As can be seen from the financial statements, both
at the Company level and at the Group level, the liquidity risk is fully controlled (see working
capital ratio).
GROUP 31.12.2025 31.12.2024 31.12.2023 Current Asset s / Current Liabilities 514,9% 462,9% 495,7% Ratio COMPANY 31.12.2025 31.12.2024 31.12.2023 Current Asset s / Current Liabilities 528,2% 459,8% 484,9%Ratio
With regard to cash flow risk, it is noted that the Company and its subsidiaries are adequately
protected, which is due to: a) their good cash flows as mentioned above, b) the high
creditworthiness they have from banking institutions, c) the Company's financial assets, the
displayed value of which in the financial statements does not deviate from their fair value d) the
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safeguarding of cash in banks with good evaluation by international firms and e) the placement
of the Company's reserves for investment in marketable securities.
As for the Romanian subsidiary, on 31.12.2025 it had cash reserves of € 215 thousand, while it
has secured a line of financing from a bank of € 200.000 which it has not used to date.
Due to the seasonality of the Group's product category, rational management of working capital
is required, as a possible weakness may burden its results with additional financial expenses. The
Group has sufficient lines of financing from Banking organizations.
The following tables summarize the maturity dates of the financial liabilities of the Company and
the Group, which appear on the date of preparation of the Financial Statements, based on the
payments arising from the relevant loan agreements or agreements with the counterparties.
Totals Up to 1 year From 1 to 5 year s Group 2025 2024 2025 2024 2025 2024 Debts to suppl iers 3.931.646 4.096.052 3.931.646 4.096.052 0 0 Lease liabil ities 626.624 811.902 153.021 161.610 473.603 650.292 Other sho rt-term 4.482.051 4.142.128 4.482.051 4.142.128 0 0 liabilities Total 9.040.322 9.050.083 8.566.718 8.399.791 473.603 650.292 Totals Totals From 1 to 5 year s Company 2025 2024 2025 2024 2025 2024 Lease liabil ities 622.112 747.978 148.508 135.394 473.603 612.584 Debts to Su ppliers 3.815.484 3.893.359 3.815.484 3.893.359 0 0 Other sho rt-term 4.076.907 3.870.064 4.076.907 3.870.064 0 0 liabilities Total 8.514.503 8.511.401 8.040.900 7.898.816 473.603 612.584
In view of the above, the Group's Management considers that the cash and short-term
investments, combined with the available liquidity raising capabilities that have been mentioned,
are sufficient to effectively hedge the aforementioned risks.
(e) Insurance Risk (non-financial risk)
Given that the majority of the Company's goods are forwarded from its Warehouse to customers,
the Company should be protected from its exposure to the risk of a policyholder from the
insurance of its products.
To this end, the Company insures its facilities at fair values by a consortium of insurance
companies, which gives it adequate insurance coverage for all major risks.
The subsidiaries of Romania and Cyprus do not have their own warehouses and the movement
of goods is carried out through the Company's warehouse facilities. The products are insured
during their transport, both to the Company's warehouses and until their delivery to the
subsidiaries.
(f) Risks from the possible impairment of financial assets and other investments
The Company makes short-term placements – investments (mainly bonds) of high credit rating,
after first evaluating the relevant evaluations by international agencies. As a rule, the bonds, in
which it invests part of its cash, are transferable securities, are traded mainly in the secondary
market but also in other organized markets. The risks arising from bond investments are a) risk
of default of the invested coupon capital b) market risk related to fluctuations in bond prices, as
a result of changes in interest rates and inflation, c) liquidity risk, resulting in the bond being sold
at a price below the fair valuation and d) risk of early repayment by the issuer, resulting in a
reduction in the expected return and an inability to reinvest the capital in products with similar
returns.
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The Company's Management, aiming to mitigate its investment risk, has invested a part of its
reserves in real estate, as part of an overall plan for safer and more efficient utilization of the
high liquidity available to the Group. The analysis of the
Financial Assets & Other Investments is set out in the table below.
31.12.2025 % 31.12.2024 % Investmen t Properties 2.125.075 10,0% 4.241.741 21,1% Bond Investme nts 12.747.804 60,2% 12.138.410 60,4% Available 6.298.650 29,8% 3.713.415 18,5% 21.171.52 9 20.093.56 6
(g) Seasonality Risk
The Group operates in a sector that is highly seasonal, especially during the Christmas and Easter
periods. Indicatively, the Group's sales in the last quarter of the fiscal year – Christmas period –
constitute 33% to 43% of its annual sales. This seasonality requires proper planning of receipts
and timely delivery of the quantities requested by our customers.
Any inability of the Group to cope with the increased demand during these periods will negatively
affect the financial results of the entire fiscal year. In view of this risk, the Company takes care,
as far as possible, to plan orders and receipts in a timely manner, in order to maintain sufficient
stocks.
(h) Exposure to ESG Risks
The Group takes into account the risks and opportunities arising from environmental, social and
corporate governance (ESG) factors, which may affect its operation and long-term viability.
At the environmental level, the risks associated with climate change and the energy transition are
recognised, as well as the opportunities arising from the use of recycled raw materials and
investments in renewable energy sources.
At the same time, the Group emphasizes on social responsibility issues, which concern the health
and safety of employees, relations with partners and suppliers, as well as the responsible
marketing of its products.
At the level of corporate governance, procedures and practices are implemented that enhance
transparency, regulatory compliance and effective risk management, adapted to the size and
structure of the Group.
Through the above, the Group seeks to strengthen the resilience and sustainability of its activities,
with a balanced approach between economic performance, responsible operation and long-term
value.
Other Risks
The demand for the Company's products is affected by exogenous factors such as economic
uncertainty, reduction of consumption and consumer preference for products with an affordable
selling price. In this context, the Company's Management has selected quality products and with
a wide range of prices, which are attractive to consumers all year round.
The Group's Management aims to limit the potential negative effects of these risks on its financial
results by monitoring and adapting the Group's operation to the current conditions in a timely
manner.
10. Fair Value and Fair Value Hierarchy
The Group and the Company use the following hierarchy to determine and disclose the fair value
of assets and liabilities:
• Level 1: Published market prices (without modification or adjustment) for financial assets
traded on active financial markets.
• Level 2: Observable data on the valued assets and liabilities beyond Level 1 prices, such as
trading prices for similar products, trading prices in inactive markets or other items that are
either observable or can be supported by observable data (for example, prices derived from
observable data), for almost the entire life of the financial instrument.
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132
• Level 3: Data on the valued asset and liabilities that are not based on observable market data
(non-observable data). If observable data are used to calculate fair value that require
significant adjustments based on unobservable data, then the calculation belongs to level 3.
Level 3 includes financial instruments, the value of which is determined by valuation models,
cash flow discounting and similar techniques, as well as products for which the determination
of fair value requires significant judgment or assessment by Management.
Investments in fair value through results of the Group and the Company are categorized at Level
1 except for certain investments in bonds with a value at 31.12.2025 of €679.004 which are
categorized at Level 2 (see Note 7.8).
As of January 1, 2009, the Company Group implements the amendment to IFRS 7 which requires
the disclosure of financial instruments measured at fair value through the prioritization of the
above levels.
The fair value of the following financial assets of the Group and the Liabilities of the Group and
the Company approximates their book value, as shown in the table below:
Group Company Account Descripti on 2025 2024 2025 2024 Other no n-current assets 109.994 50.021 105.184 45.093 Requirement s from customers 15.395.073 13.327.698 14.518.084 12.782.376 Other curr ent assets 324.873 316.526 321.072 310.383 Cash and cash equ ivalents 6.298.650 3.713.415 5.401.505 2.282.096 Long-term lease o bligations 473.603 650.292 473.603 612.584 Other lo ng-term liabilities 21.791 24.531 21.791 24.531 Debts to suppl iers 3.931.646 4.096.052 3.815.484 3.893.359 Short-t erm lease liabilities 153.021 161.610 148.508 135.394 Other sho rt-term liabilities 1.636.887 1.912.634 1.404.574 1.778.674 Total 28.345.539 24.252.780 26.209.806 21.864.490
It is noted that Other current assets include expenses for subsequent years and income receivable
for the Company (2025: € 471.148, 2024: €537.315) and Group (2025: € 331.017, 2024: €
299.924) respectively which do not constitute financial assets.
Other short-term liabilities include liabilities from taxes, fees, insurance organizations and accrued
expenses of the Company for 2025 and 2024 totaling € 2.672.333 and € 2.091.390 respectively
and for the Group for 2025 and 2024 totaling € 2.845.164 and € 2.244.318 respectively which
are not financial items.
11. Commitments and contingent liabilities – Guarantees granted
(a) The Company's commitments relate to letters of guarantee issued by banks for the good
performance of contracts.
(j) In the context of the Company's relatively recent (2024) cooperation with the Italian
company Artsana SPA, supplier of Chicco products, the Company issued in 2024 a bank letter
of guarantee to the above supplier, in the amount of one million euros (€1.000.000,00) and
with a duration of one (1) year, with the possibility of renewal. The letter of guarantee was
issued by ALPHA BANK S.A.
(ii) The subsidiary AS KIDS TOYS S.R.L. has entered into a credit agreement with ALPHA
BANK ROMANIA SA, under the terms governing the Romanian Banking System. The
Company provided a guarantee in favor of its subsidiary, in the form of a letter of guarantee
issued by ALPHA BANK SA, amounting to € 200.000 to ALPHA BANK ROMANIA SA. ALPHA
BANK ROMANIA SA was acquired by UniCredit Bank with a merger date of 15/8/2025, so all
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Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
133
the liabilities of the subsidiary were automatically transferred to Unicredit. As of the date of
publication of the financial statements, this credit has not been used by the subsidiary.
(b) The Company and the Group have operating lease agreements in force concerning the rental
of means of transport and buildings, without any outstanding financial issues.
(c) There are no disputes of any kind or under arbitration of the Company, as well as decisions
of judicial or arbitral bodies that have or may have a significant impact on the financial
situation or operation of the Company.
Apart from what is mentioned above, there are no other significant contingent obligations.
Pending Litigation – Court Cases
(1) There are no pending cases of the Company against third parties or third parties against the
Company before Courts of any degree and jurisdiction.
(2) There are judicially recognized old claims of the Company against its former customers,
which are considered uncollectible, because the debtors have either gone bankrupt and the
bankruptcy assets do not support the satisfaction of the Company, or they lack obvious
assets and/or have long ceased their activity. In any case, the Company has proceeded with
the accounting settlement of such receivables, or is about to do so. Where bankruptcy
proceedings are pending (e.g. against the bankrupt "KOUKOU SOCIETE ANONYME OF
CHILDRENS’ ITEMS AND TOYS", the Company has verified its claims and is awaiting the
formal conclusion of the procedure).
(3) The Company maintains claims against third party active customers from sales of goods, in
the context of its normal operation. Due to the small amount of the amounts due in relation
to the financial figures of the Company, it is estimated that the possible (without prejudice)
non-collection of them, will not have a material impact on the Company's net worth and its
general operation and the Group, as sufficient provisions for bad debt have been formed
against these claims.
12. Earnings per Share
The Company's earnings per share result from the division of the aggregate total income of the
fiscal year by the weighted average number of shares outstanding during the fiscal year as
follows: Group Company Account Descripti on 2025 2024 2025 2024 Earnings afte r taxes attributable t o the 5.752.141 4.209.660 6.675.651 5.054.725 Company's sh areholders Common S hares issued on January 1st 13.126.020 13.126.020 13.126.020 13.126.020 Minus : Effect of owning own shares -99.896 -76.326 -99.896 -76.326 Weighte d average number of shares as of Ju ne 13.026.124 13.049.694 13.026.124 13.049.694 30th Basic earnings per shar e 0,4416 0,3226 0,5125 0,3873 Impaired earni ngs per share 0,4416 0,3226 0,5125 0,3873
13. Audit fees
The audit of the Financial Statements of the Company and the Group for the current fiscal year
was assigned by the Annual General Meeting of Shareholders to the auditing firm KPMG Certified
Public Accountants S.A. The audit firm's fee amounts to € 38.500 for the statutory audit, € 5.000
for the ESEF file assurance services and € 16.000 for the tax compliance assurance services, while
the fee for the year 2024 was € 37.000, € 5.000 and € 16.000 respectively. The auditors' fees of
the two subsidiaries for the audit of the 2025 Financial Statements amount to a total of €35.000
while for 2024 it amounted to € 27.000. During the fiscal year, the Company was provided with
other audit services with a total value of € 3.000 and respectively for 2024 € 3.000.
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Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
134
14. Events after the date of the Financial Position
Completion of the EES Adequacy and Effectiveness Assessment
The assessment of the adequacy and effectiveness of the EES for the period 01.01.2023 to
31.12.2025, as provided by the provisions of par. i of par. 3 and par. 4 of article 14 of Law
4706/2020 and the decision 1/891/30.9.2020 of the Board of Directors of the Hellenic Capital
Market Commission, conducted by the Certified Auditor Accountant Ms. Athena Moustaki, was
completed on March 23, 2026. In the Summary Report on the Assessment of the Adequacy and
Effectiveness of the SEE prepared and sent to the Hellenic Capital Market Commission on
27.03.2026, it is recorded that no material weakness of the Company's Internal Control System
was found, in accordance with the Regulatory Framework.
Assessment of the Adequacy and Effectiveness of the CCA
The assessment of the adequacy and effectiveness of the CCA for the period 01.01.2025 to
31.12.2025, carried out by the Certified Auditor Accountant Ms. Athena Moustaki, was completed
on March 23, 2026. According to the "Certified Public Accountant Assurance Report dated
23.03.2026 for the evaluation of the Corporate Governance System in accordance with the
obligations provided by paragraph 1 of Article 4 of Law 4706/2020", nothing that could be
considered as a material weakness of the CCA in accordance with the obligations arising from the
Applicable Criteria, with reference date 31.12.2025, was not identified.
The Group does not conduct trade with Middle Eastern countries that are directly or indirectly
involved in the conflict with Iran.
However, developments in the war in Iran are expected to negatively affect transport costs, as
more than 70% of the Group's imports come from China.
At the same time, key suppliers in China have already announced their intentions to increase
prices on their products, citing rising energy costs.
Under the current circumstances, and if the conflict is prolonged, Management estimates that the
gross profit margin may fall by 2% to 5%.
There are no other events subsequent to the Financial Statements, which relate either to the
Group or to the Company, which are required to be referred to by the International Financial
Reporting Standards.
Thessaloniki, 7 April 2026
THE CHIEF FINANCIAL OFFICER
PANAGIOTIS PAPASPYROU
of Vissarion
VAT number: 042588929
No. License: 0019079 A Class
THE EXECUTIVE CHAIRMAN OF THE
BOARD OF DIRECTORS
& CEO
EFSTRATIOS ANDREADIS
of Konstantinos
VAT number: 025447871
THE EXECUTIVE VICE-PRESIDENT OF THE
BOARD OF DIRECTORS
ANASTASIA ANDREADOU
née Angelos Kozlakidis
VAT number: 040526342
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