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Public
INTRALOT Group
ANNUAL FINANCIAL REPORT
(based on the Article 4 of L.3556/2007)
FOR THE PERIOD ENDED December 31, 2023
ACCORDING TO
INTERNATIONAL FINANCIAL REPORTING STANDARDS
(IFRS)
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
2
Contents
Representation of the Members of the Board of Directors
....................................................................................................
4
REPORT OF THE BOARD OF DIRECTORS-INTRALOT GROUP
...............................................................................................
5
Explanatory Report on Article 4 par. 7 & 8 of L. 3556/2007
.............................................................................................
85
CORPORATE GOVERNANCE STATEMENT
........................................................................................................................................
90
Independent Auditor’s Report
.............................................................................................................................................................
134
ANNUAL FINANCIAL STATEMENTS
...................................................................................................................................................
140
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE YEAR 2023
..................................................................
140
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE YEAR 2023
..................
141
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2023
..........................................
142
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2023
143
STATEMENT OF FINANCIAL POSITION OF THE GROUP/COMPANY
...............................................................................
144
STATEMENT OF CHANGES IN EQUITY OF THE GROUP
........................................................................................................
145
STATEMENT OF CHANGES IN EQUITY OF THE COMPANY
..................................................................................................
146
CASH FLOW STATEMENT OF THE GROUP/COMPANY
............................................................................................................
147
1. GENERAL INFORMATION
..................................................................................................................................................................
148
2. NOTES TO ANNUAL FINANCIAL STATEMENTS
....................................................................................................................
148
2.1.1
Basis of preparation of the Financial Statements
..............................................................................................
148
2.1.2
Statement of compliance
.................................................................................................................................................
149
2.1.3
Financial Statements
..........................................................................................................................................................
149
2.1.4 Changes in accounting policies
.............................................................................................................................................
149
2.1.5 Material accounting policies
....................................................................................................................................................
152
Consolidation base
.....................................................................................................................................................................................
152
Business combination and goodwill
.................................................................................................................................................
153
Foreign Currency Translation
..............................................................................................................................................................
155
Tangible assets
............................................................................................................................................................................................
156
Investment properties
.............................................................................................................................................................................
157
Intangible assets
........................................................................................................................................................................................
157
Financial instruments
...............................................................................................................................................................................
159
Inventories
.....................................................................................................................................................................................................
162
Trade and other short-term receivables
.......................................................................................................................................
162
Cash and Cash Equivalents
..................................................................................................................................................................
163
Long Term Liabilities
................................................................................................................................................................................
163
Provisions and Contingent Liabilities
..............................................................................................................................................
163
Leases
.........................................................................................................................................................................................................
164
Share capital – Treasury shares
........................................................................................................................................................
165
Staff Retirement Indemnities
..............................................................................................................................................................
165
State Insurance Programs
....................................................................................................................................................................
165
Revenue recognition
.................................................................................................................................................................................
166
Taxes
.........................................................................................................................................................................................................
167
Earnings per share
....................................................................................................................................................................................
168
2.1.6 EBITDA & EBIT
................................................................................................................................................................................
168
2.1.7 Significant accounting judgments, estimates and assumptions
.......................................................................
169
2.2 INFORMATION PER SEGMENT
....................................................................................................................................................
173
2.3 OTHER OPERATING INCOME
......................................................................................................................................................
176
2.4 STAFF COSTS
.......................................................................................................................................................................................
176
2.5 DEPRECIATION AND AMORTIZATION
...................................................................................................................................
177
2.6 EXPENSES BY NATURE
...................................................................................................................................................................
177
2.7 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS
................................................................
178
2.8 GAIN/(LOSSES) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE-OFF OF ASSETS
................
178
2.9 OTHER OPERATING EXPENSES
.................................................................................................................................................
178
2.10 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME
.....................................................
179
2.11 EXCHANGE DIFFERENCES
.........................................................................................................................................................
179
2.12 CURRENT & DEFERRED INCOME TAX
.................................................................................................................................
179
2.13 EARNINGS / (LOSSES) PER SHARE
.....................................................................................................................................
182
2.14 TANGIBLE FIXED ASSETS
..........................................................................................................................................................
183
2.15 INVESTMENT PROPERTIES
........................................................................................................................................................
187
2.16 INTANGIBLE ASSETS
....................................................................................................................................................................
188
2.17 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
........................................................
194
2.18 OTHER FINANCIAL ASSETS
......................................................................................................................................................
195
2.19 OTHER LONG-TERM RECEIVABLES
......................................................................................................................................
195
2.20 TRADE AND OTHER SHORT-TERM RECEIVABLES
........................................................................................................
196
2.21 INVENTORIES
...................................................................................................................................................................................
197
2.22 CASH AND CASH EQUIVALENTS
............................................................................................................................................
197
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
3
2.23 SHARE CAPITAL, TREASURY SHARES AND RESERVES
............................................................................................
198
2.24 DIVIDENDS
.........................................................................................................................................................................................
203
2.25 DEBT
.......................................................................................................................................................................................................
203
2.26 STAFF RETIREMENT INDEMNITIES
......................................................................................................................................
209
2.27 SHARED BASED BENEFITS
........................................................................................................................................................
211
2.28 OTHER LONG-TERM LIABILITIES
..........................................................................................................................................
211
2.29 TRADE AND OTHER CURRENT LIABILITES
......................................................................................................................
211
2.30 FINANCIAL ASSETS AND LIABILITIES
...............................................................................................................................
212
2.31 SUPPLEMENTARY INFORMATION
...........................................................................................................................................
218
A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION
...............................................................................
218
III. Acquisitions
...........................................................................................................................................................................................
221
IV. New Companies of the Group
.....................................................................................................................................................
221
V. Changes in ownership percentage / Consolidation method change
......................................................................
221
VI. Subsidiaries’ Share Capital Increase / Decrease
.............................................................................................................
221
VII. Strike off - Disposal of Group Companies
..........................................................................................................................
221
VIII. Discontinued Operations
............................................................................................................................................................
221
IX. Companies merge
..............................................................................................................................................................................
222
X. Material partly owned subsidiaries
............................................................................................................................................
222
XI. Investments in companies consolidated with the equity method
.........................................................................
226
B. REAL LIENS
..............................................................................................................................................................................................
228
C. PROVISIONS
...........................................................................................................................................................................................
229
D. PERSONNEL EMPLOYED
...................................................................................................................................................................
229
E. RELATED PARTY DISCLOSURES
..................................................................................................................................................
229
2.32 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS
.....................................................................................
231
A.
LITIGATION CASES
..............................................................................................................................................................
231
B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES
...............................................................................................
236
Ι
) COMPANY AND SUBSIDIARIES
.....................................................................................................................................................
236
ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES
...................................................................................................................
238
C.
COMMITMENTS
.......................................................................................................................................................................
238
I)
Guarantees
...............................................................................................................................................................................
238
II) Other commitments
...........................................................................................................................................................................
239
2.33 FINANCIAL RISK MANAGEMENT
............................................................................................................................................
239
2.34 APPLICATION OF IAS 29 “FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES”
.............
243
2.35 COMPARABLES
.................................................................................................................................................................................
244
2.36 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS
..............................................................
244
2.37 MACROECONOMIC ENVIRONMENT
.......................................................................................................................................
247
2.38 SUBSEQUENT EVENTS
.................................................................................................................................................................
247
REPORT ON THE USE OF THE FUNDS RAISED FROM THE SHARE CAPITAL INCREASE WITH CASH PAYMENT
UNTIL 31.12.2023
.....................................................................................................................................................................................
250
Report on factual findings from the agreed-upon procedures on the Report of Use of Funds Raised
....
252
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
4
Representation of the Members of the Board of Directors
(according to article 4 par. 2 of L.3556/2007)
The
1.
Sokratis P. Kokkalis, Chairman of the Board of Directors and Group CEO
2.
Chrysostomos D. Sfatos, Member of the Board of Directors and Deputy Group CEO
3. Ioannis K. Tsoumas, Member of the Board of Directors
CERTIFY THAT
As far as we know:
a. The enclosed financial statements of the company “INTRALOT S.A” for the year 1 January 2023 to 31 December
2023, drawn up in accordance with the applicable accounting standards, reflect in true manner the assets and
liabilities, equity and results of the Company and the companies included in the consolidated financial statements
taken as a total.
b. The attached Board of Directors’ annual report truly presents the course, the performance and the position of
the Company and the companies included in the consolidated financial statements taken as a total, including the
description of the most important risks and uncertainties they are facing.
c. The attached Financial Statements are those approved by the Board of Directors of “INTRALOT S.A.” on March
29, 2024 and have been published to the electronic address
www.intralot.com
.
Peania, March 29,2024
The designees
Sokratis P. Kokkalis
Chairman of the Board of
Directors and Group CEO
Chrysostomos D. Sfatos
Member of the Board and
Deputy Group CEO
Ioannis K. Tsoumas
Member of the Board
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
5
REPORT OF THE BOARD OF DIRECTORS-INTRALOT GROUP
TO THE ANNUAL GENERAL ASSEMBLY OF THE SHAREHOLDERS FOR THE FISCAL YEAR 1/1/2023-
31/12/2023
Dear Shareholders,
Over the past year, INTRALOT has focused on expanding its operating activities by signing new contracts with
existing customers, extending its relationships with them into new areas, and, therefore, the duration of the
contracts, and upgrading the services provided to INTRALOT’s new technologies. In addition, particular emphasis
was placed on further improving operating profitability, as reflected in the improvement of the EBITDA margin
from 31,3% in 2022 and 26,7% in 2021 to 35,6% in 2023. On the financial side, in line with the strategic objective
of deleveraging and improving the Group’s capital structure, Management has taken a number of actions in this
direction which, together with the improvement in operating profitability, have led to a reduction in the Net
Leverage Ratio from 4,0x in 2022 to 2,6x in 2023. On a two-year horizon, this ratio improved by 1,9x from 4,5x
at the end of 2021, driven by both the reduction in Debt by around €160 million and the increase in EBITDA by
around €19 million in 2021-2023.
More specifically, in terms of new contracts, INTRALOT’s subsidiary in the US, Intralot, Inc., has signed a new
three-year contract with the British Columbia Lottery Corporation (BCLC), including an option for three annual
extensions, for the provision of its next-generation sports betting platform, INTRALOT Orion, and related network
management services. INTRALOT’s retail sports betting solution will be deployed and offered throughout BCLC’s
retail network via Photon X retail terminals and GameStation self-service terminals. In the lottery sector,
INTRALOT signed a new ten-year contract with the Taiwan Lottery under which INTRALOT will provide CTBC Bank
Co. and its subsidiary lottery operator, Taiwan Lottery Co. (TLC), with the LotosX Gaming Platform, including the
Instant Games Management System - IGMS, the Retailer Management System, RetailerX, the Content
Management System, Canvas Signage, 5.500 PhotonX terminals to be installed in retailer locations throughout
Taiwan, as well as the necessary maintenance and support services for the operation of the Public Welfare Lottery.
Regarding contract extensions, INTRALOT’s subsidiary in the US, Intralot, Inc., has extended its contract with the
Wyoming Lottery Corporation for an additional five years to August 2034, underscoring its strong partnership
with the Lottery, and ensuring an ongoing commitment to the State to provide innovative and successful gaming
solutions to help the Lottery drive growth, maximize revenues, and contribute to the local community. In addition,
INTRALOT, continuing its long-standing and successful cooperation with OPAP, has announced the extension of
its agreement with the Lottery for the provision of the license of INTRALOT’s flagship, LotosX lottery engine
software and the development of all the related functionalities, for an additional year until July 2026, while it was
jointly agreed to grant OPAP the right to exercise two further one-year extension options, under the same terms,
to 31.07.2027 and 31.07.2028 respectively.
In terms of the Group’s financial position, following the balance sheet optimization completed in 2021 and 2022,
the efforts initiated in these two years continued in 2023 with further measures to rationalize and optimize the
Group’s capital structure, and the primary objective of deleveraging and creating value for all shareholders, in
line with the commitments of the INTRALOT management. To this end, the new Share Capital Increase of €135
million with payment in cash and pre-emption rights in favor of the existing shareholders of the Company was
successfully planned and executed in November 2023. Nearly all of the proceeds after deducting issuance costs,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
6
i.e. €126 million, were used for the partial redemption of a portion of the Senior Notes due September 2024,
further reducing the Group’s Debt. It should be noted that the Group’s total Debt has been reduced by more than
€300 million in the last three years, during which the deleveraging process was initiated. In addition, as a result
of the successful completion of the Share Capital Increase and the improvement in the Group’s operations and
results, the Group’s equity returned to positive territory and, as a consequence, the Company’s shares were
reintroduced to trading on the Main Market of the Athens Stock Exchange, showing an impressive performance
in recent months and making INTRALOT an attractive investment option. This was confirmed both by the
participation of investors in the Share Capital Increase and by the next successful issue of a €130 million corporate
Bond -initiated in 2023 and completed in the first two months of 2024- which was traded on the Main Market of
the Athens Stock Exchange and was covered by 1,55 times, thus demonstrating the confidence of the investment
community in INTRALOT’s prospects and allowing it to make a dynamic return to the Greek financial market after
many years. The completion of this strategic move resulted in further deleveraging, with the outstanding balance
of the Senior Notes due September 2024 now down to only €99,5 million. In addition, in December 2023, the
Company announced the execution of a binding agreement with a consortium of five Greek banks concerning the
basic terms for the issuance of a Syndicated Bond Loan of up to €100 million, subject to the successful issuance
of a minimum €130 million Bond listed on the Athens Stock Exchange, which was ultimately achieved. This latest
move completes a series of actions initiated over the past three years to optimize INTRALOT’s balance sheet,
which now has a very balanced debt profile and lower financing costs.
We are committed to continuing to focus on these pillars, ensuring that at the core of our mission is to better
serve the evolving needs of players and lottery organizations through the provision of state-of-the-art products
and services, and that our core values of business ethics, transparency, integrity, and responsible gaming
continue to guide our efforts to achieve sustainable and responsible growth.
Looking ahead, we would like to thank all our stakeholders for their confidence in the Group and assure them of
our unwavering commitment to executing our growth strategy and focusing on further improving the Group's
operational efficiency. Finally, the successful completion of the process of restructuring the Company’s financial
profile over the past three years has already strengthened its capital structure, putting it in a strong position to
pursue growth initiatives in the years ahead. In addition, the Company continues to monitor developments in the
financial markets and will take further steps to both extend the maturity of its Debt obligations and further
optimize its financial structure as conditions warrant.
Regarding the financial results of INTRALOT Group for 2023, revenue presented a decrease of 7,3%, with Group
turnover amounting to €364,0 million, compared to €392,8 million in 2022. Excluding the impact from the
discontinuation of Malta license, underlying revenue from continuing operations increased by 4,3%. Operating
performance as measured via our earnings before interest, tax, depreciation and amortization (EBITDA),
amounted to €129,5 million, exhibiting an increase of 5,4%. The main drivers behind the organic growth can be
attributed to the improved performance across key regions (mainly in Turkey and Croatia), combined with the
positive effect from the new Lottery contract in Taiwan. EBITDA increase was in part counterbalanced by the
recent economic reforms in Argentina and the decision by new government to devalue peso by over 50% in the
last month of 2023 that led to EBITDA decrease by half compared to last year, the impact from the license
expiration in Malta early July 2022 and the negative FX impact of currency movement in USA. On top of the
above, our earnings before taxes (EBT) increased to €33,6 million from €29,8 million in 2022 mainly fueled by
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
7
the higher recorded EBITDA year over year. As regards to the parent company results, turnover increased by
85,2% to €68,0 million in 2023, while earnings after tax amounted to €18,4 million, from €-18,6 million in 2022.
In 2023, group Operating Cash-flow posted a significant increase and stood at €112,5 million, versus €96,3 million
in 2022. The increase of €16,2 million is impacted by the enhanced EBITDA, the favorable working capital
movement and the lower taxes paid.
Net Debt, as of December 31st, 2023, stood at €333,2 million, showcasing a significant decrease of €157,2 million
compared to December 31st, 2022. Recent deleveraging actions combined with strong cash flow generation have
strengthened the capital structure of the company, resulting in a net debt/ebitda ratio of 2,6x at YE23 vs. 4,0x
in YE22. Post the successful EUR135M Share Capital Increase, the company proceeded with the partial redemption
of EUR126M of its notes due September 2024. In conjunction with the capital payments towards the Term Loan
in US, Gross Debt decreased by a total of €147,7 million.
WHO WE ARE
Company Profile
INTRALOT, a public listed company, has been established in 1992 and is active in 39 regulated jurisdictions with
€364 million turnover and a global workforce of approximately 1.692 employees in 2023. Being a technology-
driven corporation, the Company serves as a private partner for the public sector enabling lottery and gaming
operators to establish a responsible gaming environment and contribute to good causes for their local
communities.
Based on its strategic approach “Driving Lottery Digital Transformation with flexible, reliable, secure solutions
and systems”, INTRALOT is committed to modernize Lotteries by delivering innovative lottery and sports betting
solutions, shaping the future of gaming. The company focuses on developing next-generation products based on
players’ omnichannel experience, the trends of the worldwide gaming ecosystem, and the efficiency of the
operators to provide engaging responsible entertainment for their players.
As a member of the UN Global Compact, INTRALOT is a global corporate citizen committed to UNGC Ten Principles
and continuous sustainable development. In addition, being awarded with the WLA Responsible Gaming
Framework Certificate, the Company is an active proponent of the principles of responsible gaming.
The Company maintains the highest industry certifications on quality and safety management systems. It is the
first vendor in the gaming sector certified in 2008 with the WLA SCS:2016 (Security Control Standard) and it has
been certified according to ISO 27001:2013 for its Information Security Management Systems. Both certifications
cover INTRALOT Headquarters and 23 additional subsidiaries’ operations around the world. Furthermore,
INTRALOT has been certified according to ISO 9001:2015 (Quality Management Systems), ISO 14001:2015
(Environmental Management Systems), ISO 20000:2018 (IT Service Management Systems), ISO 29993:2017
(Learning Services Outside Formal Education) and ISO 37001:2016 (Anti-Bribery Management Systems).
INTRALOT collaborates with many external stakeholders among them the major international industry
associations. Each entity is a valued partner that supports the Company’s efforts to contribute decisively to the
future developments of the gaming market. Specifically, INTRALOT is a Platinum Contributor of the World Lottery
Association, an Associate Member of the European Lotteries, a Level I partner of the North American Association
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
8
of State & Provincial Lotteries (NASPL), an Associate Member and Gold Sponsor of the Asia Pacific Lottery
Association (APLA), an Associate Member and Silver Sponsor of the Gaming Standards Association.
Recent Company Developments
Projects / Significant Events
On April 6, 2023 INTRALOT announced that its U.S. subsidiary INTRALOT, Inc. has signed a 3-year contract,
including an option of three annual extensions, with British Columbia Lottery Corporation (BCLC) for the provision
of its next-generation sports betting platform INTRALOT Orion and relevant managed services, to enable the
operations and management of BCLC’s retail sportsbook.
On June 12, 2023, INTRALOT announced that following an international competitive tender issued by CTBC Bank
Co. in Taiwan, LotRich Information Co., Ltd. a Taiwanese joint venture in which INTRALOT is a major shareholder,
has signed a 10-year contract as the lottery system technology provider of CTBC Bank Co., which has been
awarded the license from the Taiwanese Government to issue and operate the Public Welfare Lottery. INTRALOT
has been the technological provider of CTBC Bank Co. in Taiwan since 2007, when CTBC Bank Co. obtained its
first license to issue and operate the lottery.
On July 31, 2023, INTRALOT announced that its U.S. subsidiary INTRALOT, Inc. has signed an extension of its
contract with the Wyoming Lottery Corporation for an additional five-year term. INTRALOT, Inc. will continue to
provide its advanced lottery operating system and comprehensive services to support the operations of the
Wyoming Lottery Corporation until August 25, 2034.
On October 3, 2023, INTRALOT announced that the BoD of the Company during its meeting held on 02.10.2023,
decided to approve the Company’s share capital increase by an amount of € 69.827.586,30, with the issuance of
up to 232.758.621 new shares with a nominal value of €0,30, paid in cash and with a pre-emption right of the
existing shareholders of the Company. All the information for the process of the increase included in the
Prospectus, which approved by the Hellenic Capital Market Commission and have been uploaded on Company’s
website:
Share Capital Increase 2023 (intralot.com)
.
On October 16, 2023, INTRALOT, based on notifications from the legal entities ALPHACHOICE SERVICES LIMITED,
INTRACOM SA HOLDINGS and CLEARDROP HOLDINGS LIMITED, which are affiliated with Mr. Sokratis Kokkalis,
Chairman of the Board of Directors and CEO of INTRALOT, announced that these entities, in the context of the
Company’s share capital increase, proceeded on October 13, 2023, to the following pre-agreed Over the Counter
(OTC) transactions:
•
ALPHACHOICE SERVICES LIMITED sold 120.401.087 pre-emption rights with a total value of
€120.401,09.
•
INTRACOM HOLDINGS acquired 68.766.112 pre-emption rights with a total value of €68.766,11.
•
CLEARDROP HOLDINGS LIMITED acquired 5.501.289 pre-emption rights with a total value of €5.501,29.
On October 17, 2023, INTRALOT announced that that the legal entity CQ LOTTERY LLC, which is affiliated with
Mr. Soohyung Kim, Member of the Board of Directors of INTRALOT, proceeded on October 16, 2023, to pre-
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
9
agreed Over the Counter (OTC) transactions selling 58.230.357 pre-emption rights with a total value of
€58.230,36, in the context of the Company’s share capital increase.
On October 18, 2023, INTRALOT announced that Mr. Constantinos Antonopoulos, Vice-Chairman of the Board of
Directors of INTRALOT, on October 17, 2023 sold 5.374.053 pre-emption rights with a total value of €16.122,16,
in the context of the Company’s share capital increase.
On October 27, 2023, INTRALOT announced that the share capital increase in cash and with pre-emption rights
in favor of the existing shareholders, was fully subscribed. In the same day, INTRALOT also notified the exercise
of the pre-emption rights from persons who exercise managerial duties in the Company.
On October 30, 2023, INTRALOT notified that the Company’s share capital increase was covered as follows:
95,87% of the Increase was covered through subscriptions by those who exercised their pre-emptive right with
the payment of a total amount of €129.419.941,40, corresponding to 223.137.830 New Shares and 4,13% of the
Increase was covered through the exercise of the pre-subscription right with the payment of a total amount of €
5.580.058,78 corresponding to 9.620.791 New Shares. As a result, the final subscription percentage of the Share
Capital Increase is 100,00% and the amount of funds raised is €135.000.000,18.
On October 31, 2023, INTRALOT announced the extension of its agreement with OPAP for the provision of the
license of INTRALOT’s flagship LotosX lottery engine software and the development of all the related
functionalities, after OPAP exercised its right to extend the agreement by one year, from 01.08.2025 till
31.07.2026. INTRALOT and OPAP further agreed to grant OPAP the right to exercise two further one-year
extension options, under the same terms, to 31.07.2027 and 31.07.2028 respectively.
On November 3, 2023, INTRALOT announced that its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG,
announced its decision to proceed on November 14, 2023, with the early partial redemption of €126.000.000 in
principal amount, plus accrued interest, of the outstanding 5,250% Notes due September 2024, with current
outstanding balance of €355.568.000.
On November 7, 2023, INTRALOT announced the admission and commencement of trading of 232.758.621 new
shares on ATHEX on November 8, 2023. At the same time, it was announced that the shares will now be traded
on the Main Market of ATHEX.
On November 8, 2023, INTRALOT announced that following the certification of payment of the amount of the
Increase by the Board of Directors on 30.10.2023, its share capital now amounts to €181.228.686,30, divided
into 604.095.621 common, nominal, intangible, voting shares, with a nominal value of €0,30 each.
On November 9, 2023, and further to the notifications received by Mr. Sokratis P. Kokkalis and the companies
“K-SYSTEMS” and “ALPHACHOICE SERVICES LIMITED”, the company “INTRACOM HOLDINGS”, as well as by Mr.
Soohyung Kim and the company “Acme Amalgamated Holdings, LLC”, regarding changes to the voting rights of
these entities on the shares of INTRALOT following the completion of INTRALOT’s share capital increase and the
crediting of the new shares, the percentages of the main shareholders were shaped as follows: CQ LOTTERY LLC
(26,861%) – Sokratis P. Kokkalis (20,502%) – INTRACOM (7,135%).
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
10
On November 15, 2023, and further to its notification dated November 3, 2023, INTRALOT announced that, on
November 14, 2023, its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG SA completed the early partial
redemption of €126.000.000 in principal amount, plus accrued interest, of the outstanding 5,250% Notes due
September 2024, with previous outstanding balance of €355.568.000. The principal amount was repaid with
funds raised from the recent share capital increase of INTRALOT, in accordance with the provisions of the
respective prospectus. Following the partial redemption, the outstanding balance now amounts to €229.568.000.
On December 22, 2023 INTRALOT announced the execution of a binding agreement (the “Agreement”) on
December 20, 2023, concerning the basic terms for the issuance of a Syndicated Bond Loan of up to €100 million
with a consortium of five Greek banks, whereby Piraeus Bank and National Bank of Greece will act as Lead
Arrangers, under the main condition of a successful issuance of a bond of a minimum amount of €130 million
listed on the Athens Stock Exchange. INTRALOT planned to issue of the above bond to be listed on the Athens
Stock Exchange amounting to €130 million, so that after its successful issuance and in combination with the
Agreement, it will have secured the funds for the repayment of the total outstanding balance under the Senior
Notes due September 2024, issued by the subsidiary Intralot Capital Luxembourg SA.
Organizational Changes
On February 15, 2023 INTRALOT S.A. announced that Nikolaos Nikolakopoulos steps down as Member of the
Board and Deputy CEO in order to become CEO of its 100% subsidiary “INTRALOT, Inc.” in the United States.
On March 2, 2023 INTRALOT - following the notifications received by Mr. Soohyung Kim and the company “Acme
Amalgamated Holdings, LLC” – announced that the company under the trade name “CQ Lottery LLC” acquired on
27.02.2023 122.182.840 common registered shares in the Company and the corresponding voting rights which
represent 32,90% of the Company’s total voting rights, through an acquisition from the company “The Queen
Casino & Entertainment Inc.” (former “CQ Holding Company, Inc.”) whereby “The Queen Casino & Entertainment
Inc.” transferred to “CQ Lottery LLC” the total amount of shares the former (“The Queen Casino & Entertainment
Inc.”) held in the Company. In light of the above, “CQ Lottery LLC” owns in total 122.182.840 common registered
shares in Issuer, corresponding to 32,90% of the Company’s voting rights and “The Queen Casino &
Entertainment Inc.” no longer (directly) owns shares in the Company. “CQ Lottery LLC” is a company controlled
by “The Queen Casino & Entertainment Inc.” which is a company controlled by “Standard General Management
LLC”, which in turn is controlled by “Acme Amalgamated Holdings, LLC”, which is ultimately controlled by Mr.
Soohyung Kim.
On March 21, 2023 INTRALOT announced that Mr. Fotis Konstantellos steps down as Member of the Board and
Deputy CEO. He is replaced as Member of the BoD by Mr. Konstantinos Farris who will also assume the position
of Group Chief Technology Officer. Mr. Farris had served as CTO of INTRALOT in the years 1997-2016.
Also, on March 21, 2023 INTRALOT announced the appointment of Mr. Richard Bateson as Chief Commercial
Officer of its 100% subsidiary “INTRALOT, Inc.” in the United States. Mr. Bateson will be joining the US senior
management team reporting directly to INTRALOT US’s CEO.
As an industry leader, Mr. Bateson has worked as
both an operator and vendor within the lottery sector. With over 20 years of lottery experience, has worked within
Camelot’s group of companies in both the UK and North America. More recently, Mr. Bateson has been a
consultant to various companies including Jumbo Interactive, Teneo and Camelot UK Lotteries Ltd. As a former
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
11
President of EuroMillions, he brings an extensive knowledge of European and North American experience to his
new role and will be working with the senior management team to enhance INTRALOT's business in North
America.
On August 31, 2023, a new ten-member Board of Directors of the Company by the decision of the Ordinary
General Meeting of the Shareholders of the Company dated 30th of August 2023 was elected. The Board of
Directors has been formed into a Body and appointed its executive and non-executive members, as follows:
1.
Sokratis P. Kokkalis, Chairman and CEO, Executive member
2.
Constantinos G. Antonopoulos, Vice- Chairman, Non-Executive member
3.
Chrysostomos D. Sfatos, Deputy CEO, Executive member
4.
Konstantinos E. Farris, Executive member
5.
Soohyung J.H. Kim, Non-Executive member
6.
Dimitrios S. Theodoridis, Non-Executive member
7.
Vladimira D. Mircheva, Non-Executive member
8.
Ioannis K. Tsoumas, Independent Non-Executive member
9.
Adamantini K. Lazari, Independent Non-Executive member
10.
Dionysia D. Xirokosta, Independent Non-Executive member
Based on the decision of the Ordinary General Meeting dated 30.08.2023 and following the suggestion of the
Board of Directors, it was decided that the Audit Committee of the Company will continue to be a Committee
of the Board of Directors, in accordance with the provisions of article 44 of Law 4449/2017, as in force, its
term to be equal to the term of the Board of Directors (i.e.
for a six-year term of office)
and its members
to be the three (3) Independent Non-Executive Members, selecting as members of their Audit Committee the
following:
1.
Ioannis Tsoumas son of Konstantinos, Chairman of the Audit Committee
2.
Adamantini Lazari daughter of Konstantinos, Member of the Audit Committee and
3.
Dionysia Xirokosta daughter of Dimitrios, Member of the Audit Committee.
Significant Events after the end of the FY23 - until the date of the Financial Statements release
On January 19, 2024 INTRALOT announced the extension of the contract between INTRALOT Maroc, a subsidiary
of the INTRALOT Group, and La Marocaine Des Jeux et des Sports (MDJS), a state lottery offering sports betting
and other games of chance in Morocco, for up to two additional years. The contract is now due to expire on
31.12.2025.
On January 25, 2024 INTRALOT announced that the Board of Directors of the Company, by virtue of its resolution
dated 18.01.2024, approved the Draft Agreement on the Merger by way of absorption by the Company of its
wholly owned subsidiary under the name “BETTING COMPANY SINGLE MEMBER S.A.”
On February 13, 2024 INTRALOT announced its intention to proceed with the issuance of a common bond loan,
for a total capital amount of up to one hundred thirty million Euros (€130.000.000) and with a minimum issuance
amount of one hundred twenty million Euros (€120.000.000), with a duration of five (5) years, in accordance
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
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with the provisions of articles 59-74 of Law 4548/2018, as in force, article 14 of Law 3156/2003 and other
applicable laws (the “Bond Loan”) and with the offering of the bonds of the Bond Loan (the “Bonds”) to investors
in Greece by way of a public offering (the “Public Offer”) and with the admission of the Bonds to trading in the
Fixed Income Securities Segment of the Regulated Market of the Athens Exchange.
On February 15, 2024 INTRALOT announced that it makes available to investors the approved prospectus, in
relation to the issuance of a common bond loan, of a total nominal amount of up to €130 mil., with a duration of
five (5) years, divided into up to 130.000 dematerialized, common, registered bonds, each of a nominal value of
€1.000. On the same date, INTRALOT notified the details regarding the public offering, as so as an announcement
from the joint coordinators and bookrunners regarding the potential target market for the bonds.
On February 20, 2024 INTRALOT notified the investors of the price range 6,00% - 6,40%, regarding the public
offering for the issuance of the common bond loan.
On February 23, 2024 INTRALOT notified the investors that the final yield of the bonds was set at 6,0% and the
bond’s interest rate at 6,0% per annum.
On February 27, 2024 INTRALOT announced the results of the public offering of the bonds, with the total valid
demand rising to €201,87 mil.
The broad demand from investors resulted in an oversubscription of the Public
Offering by 1,55 times, while the total number of participant investors was 5,467. On the same date, INTRALOT
notified that the proceeds raised from the Issue amount to €130 mil., and the net proceeds to approximately
€124,5 mil., while the day of the trading of the 130,000 bonds was set as the 28th of February 2024.
On February 28, 2024 the Chairman and CEO of INTRALOT, Mr. Sokratis Kokkalis, declared the commencement
of trading of ATHEX, by ringing the traditional bell, on the occasion of the commencement of trading of Company’s
corporate bond on the Main Market of ATHEX.
Also, on February 28, 2024 INTRALOT notified that the Chairman and CEO of INTRALOT, Mr. Sokratis Kokkalis,
acquired on the same date 400.000 common registered shares, with voting rights, of INTRALOT, for a total value
of €452.894,71.
On February 29, 2024 INTRALOT notified that the Chairman and CEO of INTRALOT, Mr. Sokratis Kokkalis, acquired
on the same date 420.000 common registered shares, with voting rights, of INTRALOT, for a total value of
€514.143,97.
On March 1, 2024 INTRALOT announced the signing of a new agreement with Magnum Corporation Sdn Bhd, a
leading gaming company in Malaysia. This agreement follows the successful outcome of an international call for
tenders issued by Magnum Corporation in 2022. The term of the new agreement is for seven (7) years, with an
option for two extensions of five (5) years each, thereby providing the opportunity for another seventeen (17)
years of strategic and productive collaboration with Magnum Corporation.
On March 4, 2024 INTRALOT informed that its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG SA, decided
to proceed on March 15, 2024, with the early partial redemption of €130.000.000 in principal amount, plus
accrued interest, of the outstanding 5,250% Notes due September 2024, with current outstanding balance of
€229.568.000. The principal amount will be repaid with funds raised from the recent issuance of a common bond
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
13
loan by INTRALOT, in accordance with the provisions of the respective Prospectus. Following the partial
redemption, the outstanding balance will amount to €99.568.000.
On March 14, 2024 INTRALOT announced the signing of a sub-contracting agreement with FanDuel, one of the
leading providers of sports betting services in the US, and a related contract amendment with the Washington,
D.C. Lottery for the relevant services through the retail network and through the online channel.
On March 15, 2024 INTRALOT announced that its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG SA
completed the early partial redemption of EUR 130.000.000 in principal amount, plus accrued interest, of the
outstanding 5,250% Notes due September 2024, with the previous outstanding balance of EUR 229.568.000. The
principal amount was repaid with the use of funds raised from the recent issuance of a common bond loan by
INTRALOT, in accordance with the provisions of the respective prospectus. Following the partial redemption, the
outstanding balance now amounts to EUR 99.568.000.
On March 19, 2024 INTRALOT announced that the maturity date of the credit agreement signed on July 28, 2022
by and between its US subsidiary Intralot, Inc. with KeyBank National Association Inc. as Administrative Agent
and a syndicate of US financial institutions is extended for one additional year. The maturity date of this credit
agreement is now July 27, 2026, while its remaining terms remain unchanged.
On March 21, 2024 INTRALOT announced that the merger by INTRALOT of its wholly owned subsidiary “BETTING
COMPANY Single Member S.A.” was approved.
On March 28, 2024, INTRALOT announced the completion of the process of issuing a Syndicated Bond Loan of up
to €100 million with a consortium of five Greek banks, organized by Piraeus Bank and National Bank, while the
disbursement of the total amount provided by the Contract took place on the same day. Also, on March 29, 2024,
INTRALOT announced its decision to proceed on April 9, 2024, with the early full repayment in principal amount of
€99.568.000, plus interest, of the outstanding bonds of 5,250% issuance by its subsidiary Intralot Capital
Luxembourg SA, maturing in September 2024. The total amount will be repaid with the funds raised from the
aforementioned Syndicated Bond Loan Agreement, based on the anticipated uses outlined therein. With this
repayment, the entire aforementioned bonds maturing in September 2024 will be fully redeemed.
Economic Conditions
Following a comprehensive operational restructuring and repositioning of the business, EBITDA margins have
been experiencing a significant expansion which is still underway. Leveraging long-term relationships along with
innovative technology will allow the Company to capitalise on new growth opportunities.
The global economy shows signs of stabilization with growth remaining in positive ground and inflation declining.
Disinflation is expected to have positive impact on interest rates and effectively on the cost of debt of the
Company. On the other side geopolitical risks remain, particularly in relation to the ongoing conflict in the Middle
East and Eastern Europe. Intralot Group does not have direct or indirect exposure in above mentioned regions.
Despite all the challenges in past few years, gaming industry is recording above average growth in most of the
regions, showing resilience to macroeconomic and geopolitical conditions.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
14
The Management of the Company closely monitors developments, both geopolitical and in global economy, and
is ready to take all the necessary measures for protecting its operations.
Business Activities
INTRALOT is a global leading supplier of integrated gaming systems and services, being well diversified
geographically and with a balanced presence in both developed and developing markets as well as a leading
market position in licensed gaming in most of the highly regulated markets in which we operate. INTRALOT
develops and delivers technology-based products and services for the worldwide gaming, lottery, sports betting,
and digital gaming industries. We report our business activities in three business divisions – Technology and
support services, management contracts and Licensed operations – representing our different contractual
activities.
Value chain of gaming market
The Group, under its contracts and licenses, functions both as a Business to Consumer (“B2C”) operator,
managing frontline customer facing activities, as well as a Business to Business (“B2B”), Business to Government
(“B2G”) operator, managing the back office and support activities of the value chain for other “B2C” operators,
which may be public and/or state owned. In practice, INTRALOT, under its “B2B/B2G” operator hat, provides
hardware and software solutions as well as operational support services to “B2C” operators. Spanning end to end
the gaming value chain offers INTRALOT a distinctive advantage as it has helped the Group to transfer knowledge
and best practices from its “B2C” to “B2B/B2G” operations and vice versa.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
15
Contractual Arrangements
Typically, “B2B/B2G” and “B2C” engagements are carried out under three types of contractual arrangements,
namely
technology contracts
,
management contracts
and
licensed operations
.
The following table summarizes the principal products and services provided in each of our business activities:
Technology and Support
Services Contracts
Management Contracts
Licensed Operations
Description
Provision of:
• Central gaming system
• Lottery terminals
• Telecommunications
system/solutions
• Related peripheral
equipment and software
• Implementation services
and/or
• Maintenance and support
services
• Monitoring systems for
VLT operations
Management of all the
aspects of a gaming
operation:
• Provision of technology
solutions as described
under “Technology and
Support Services
Contracts”
• Day-to-day operations
• Marketing services
• Sales network
development and
management and/or
• Risk management/odds
setting for sports betting
games
Ownership of a license to
operate games including:
• Management of services
as described under
“Management Contracts”
and/or
• Provision of technology
solutions as described
under “Technology and
Support Services
Contracts”
Holder of
License
State or state-licensed
operator maintains the
license
State or state-licensed
operator maintains the
license
We or our associates
maintain the license, which
is acquired from a
competent local/state
government authority
Key
Geographies
United States, Greece,
Australia, New Zealand,
Canada and Argentina
United States, Turkey
Argentina
Other
Geographies
Croatia, Chile, Netherlands,
Ireland, Germany, Malaysia,
Taiwan, Philippines and Peru
Morocco
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
16
Our key geographies set forth in the table above represented 83,3% of our EBITDA in the twelve months ended
December 31, 2023.
The following group of diagrams sets forth our revenue by business activity and region for the twelve months
ended December 31, 2023:
The following view presents our percentage of revenue, revenue net of payout, and EBITDA, per business activity,
for the twelve months ended December 31, 2023:
Game
Categories
Our services are offered across 5 distinct gaming market products, namely:
•
Lottery Games
, include the operation and supply of technology services for numerical and
traditional lottery games, instant tickets and fast draw games.
•
IT Products and Services
, include technology and operational services to state and state-licensed
organizations.
•
Sports Betting
, includes the operation, supply of technology, bookmaking, and risk management
services.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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17
•
Video Lottery Terminals/Amusement with Prizes Machines
, include solutions and services
for VLT monitoring, gaming venues and server-based gaming.
•
Racing,
includes technology, content, and integrated services for pari-mutuel and fixed odds race
betting on horse and dog racing events, as well as virtual games.
The following diagrams sets forth our revenue by type of game and activity for the twelve months ended
December 31, 2023:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
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INTRALOT Solutions, Products and Services
Product Strategy
INTRALOT develops and provides an integrated portfolio of innovative gaming technology products and services
that follows Product & Technology evolution and is affected to a great degree from the company's R&D programs,
customer feedback, marketing and general market trends in the gaming industry. Hence, the company’s
ecosystem of holistic omni-channel solutions, that focus on the players’ needs and offer advanced customer
experience, has further evolved in 2023 across all the distribution channels (retail, online, mobile) and verticals.
Responding to our customers’ challenges and needs, the Company’s product strategy is to accelerate growth
through INTRALOT’s technology and services. INTRALOT solutions play a fundamental role in our customers’
ability to deliver products and services that boost revenues while protecting players’ and abide to regulatory
requirements. INTRALOT’s product strategy allows its customers to achieve:
•
Distribution channels’ expansion and easy access to play
•
Games Portfolio enhancement and quick time to market
•
Offering a variety of marketing activities and promotions
•
Real time reporting for well informed decisions & actionable insight
•
Agile delivery & technology/product evolution
•
Operational excellence & business continuity (high availability, scalability, integrity & more)
Lottery Solution & Lotos X omni
INTRALOT’s Lottery Solution, currently deployed in 37 Lottery operations worldwide, is tailored to suit the needs
of regulated Lotteries globally, catering to customers’ needs across all channels and is an all-in-one solution that
fully covers the needs of managing an online and retail Lottery operation. INTRALOT’s Lottery Solution is an
omnichannel solution that can serve both retail and digital worlds as it consists of the
Lotos X platform
, our
cutting-edge lottery game platform for centralized end to end management of all lottery products (numerical,
passive or instants) including Lotos Promotions and Lotos Instant Game Management System and of
i-Lottery
,
including digital channel of website portal and mobile application, and PAM (Player Account Management) system.
Lotos X
platform currently deployed in 4 major European Lottery operators, provides efficient centralized end to
end management of all lottery products across multiple sales channels. Lotos X platform allows easy configuration
and parametrization of any Lottery game in a simplified, wizard-like manner, with the use of ready-to-launch,
preset game templates. What distinguishes Lotos X from all other lottery solutions currently available in the
market is that allows Lotteries to change any parameter of a lottery game at any given time on the fly and the
change will immediately notify and update all other components in the ecosystem, through orchestrator. This
makes Lotos X the most parametrical, fast and cost-efficient game and draw lifecycle management platform in
the Lottery industry. Fully compliant and certified, INTRALOT’s Lotos X Lottery Solution is ready to run in every
regulated operation with complete responsibility and safety, according to the industry’s highest standards.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Sports Betting Solution & INTRALOT Orion
INTRALOT’s Sports Betting Solutions, currently deployed in 12 Lottery & Sports Betting operations worldwide, are
also tailored to suit the needs of regulated Lotteries and pure Sports Betting operators globally. The solution
offers among others rich risk management tools, highly automated and efficient management of events and high
frequency markets, derivatives engine that enhance efficiencies and reduce man effort. Our solution comes pre-
integrated with all major 3
rd
party data feed providers; therefore, the coverage is exhaustive and meets the needs
of every forward-looking operator.
INTRALOT Orion
platform, INTRALOT’s latest Sports Betting Solution and currently deployed in 4 major
European and US Lottery operators is designed to cater for the complete management of fixed odds sports betting
games, both at the operations level, through its extended functionalities for setting competitions, games, odds,
handicaps etc., and at the risk management and decision-making level, through the real-time monitoring of
betting transactions and risk exposures. INTRALOT’s Orion helps our customers overcome any obstacles and
limitations imposed by out-of-date architectures and legacy systems, by providing:
•
Richer content for all channels: All known Sports, more events, all known markets including instant
markets
•
Risk Management automation through business rules configuration
•
Multiple Feed aggregation
•
Automated event management complemented by the option of manual intervention
•
Front end independence through an open API framework in order to facilitate our omnichannel vision
VLT Monitoring Solution – iGEM
iGEM currently deployed in 4 major Lottery operators across the world, is a specialized system designed to monitor
and control large gaming networks that include gaming machines from various manufacturers and protocols, such
as G2S, SAS, and several legacy protocols. It offers support for progressive and mystery jackpots, diverse
payment options, responsible gaming practices, and advanced player services. Our in-house developed Site
Controller HW and SMIB HW devices seamlessly connect operators of EGM/VLT/COAM with a comprehensive
monitoring solution.
INTRALOT enabling platforms and touchpoints described below provide for an end-to-end Lottery and Sports
Betting solution to our customers’ staying aligned with our commitment for Operational Excellence, Technology
Evolution, Integrity and Player Engagement.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
20
INTRALOT Enablers – Available for both Lottery and Sports Betting Solutions
INTRALOT enablers include a set of applications for addressing additional operational aspects of our customers,
outside the two core gaming platforms.
1.
The management of content:
Canvas
Content Management System (CMS) is a powerful platform for
managing the content and UI across multiple touchpoints (websites, mobile native apps, self-service
terminals, retailer terminals, etc.) with build-in personalization and content optimization features.
Includes products of
Canvas Retailer
(POS terminal application and backend platform) and
Canvas
Signage
(content management, delivery and playout that enrich the retail gaming experience and boost
player entertainment and engagement).
2.
The management of the retailers:
RetailerX
is an end-to-end solution designed to empower and motivate
retailers, while enabling operators to efficiently manage retail network information, ordering, ticketing
and inventory.
3.
The management of the players:
PlayerX
is
a platform managing identifiable players in both retail and
online domains, to maximize their lifetime value and reduce churn.
4.
The management of the devices:
Device Management System (DMS)
manages centrally all retail
network peripherals, while monitoring their performance and identifying any update or upgrade needs.
Customer Touchpoints (Operator, Retailer and Player) – Available for both Lottery and Sports Betting
Solutions
INTRALOT is constantly enhancing its Retail and Digital Transformation proposition for its customers by
introducing retail concepts, digital workflows and player journeys including responsible gaming practices. To
provide a unique player experience and trust, INTRALOT continues looking into new technologies and ways to
connect with the players like AI, IoT, AR, VR, Big Data analysis and we continue the incorporation of such features
in our product portfolio roadmap.
INTRALOT is a 'one-stop-shop' for any organization looking to expand in the Lottery or Sports Betting business,
either in the retail or online space. The most popular touchpoints INTRALOT provides solutions for are:
•
Retailer terminals
: A wide range of bespoke terminals used by the retailer/clerk in any type of retail
store (e.g., shop-in-shop, in-lane, dedicated store).
•
Self-Service Terminals and Vending Machines
: A wide range of player terminals that deliver a
thrilling gaming experience by dispensing actual products (scratch tickets, betslips & playslips) either in-
store or in semi-attended spaces.
•
Portal websites and mobile applications
: Digital channels for playslip preparation and real-money
gaming.
•
Retail Digital Program:
A revolutionary solution of digital journeys to provide retail players with an
experience that closely resembles the features offered by online gaming platforms.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
21
Retailer terminals (used by the retailer/clerk, for any type of retail store)
INTRALOT’s terminals for the retailer combine robust technology for serving the advanced needs of the retail
channel, with innovative industrial design, and enhanced ergonomics and usability.
PhotonX,
is INTRALOT’S
latest retail flagship terminal, awarded as Lottery Product of the Year 2020 that revolutionizes lottery and betting
retail operations. PhotonX inherits INTRALOT’s patented and field-proven camera technology for flawless playslip
reading and maintenance-free operation. In the category of all-in-one terminal, INTRALOT’s is present with
Proton,
compact and camera-based lottery terminal that offers the benefits of the digital reading technology in
a minimum retail footprint.
Genion
is a multi-functional solution that can serve as, among other things, a game
validation and payment terminal and an online and scratch ticket checker.
Vending Machines
INTRALOT offers different flavors of Vending Machines with both digital touchscreen monitors or traditional button
case, to cater for different Lottery operators’ needs. Our vending machines offer different instant ticket capacity
options varying between 12, 25, 30 and 40 ticket bins, leading the lottery industry, being always the first to
introduce the largest ticket capacity machine in the market.
DREAMTOUCH
family and
WINSTATION
vending
machines are carefully designed in several shapes, with different footprint and height, to best fit retailers need
per trade type (i.e.: large supermarkets, small grocery stores, bars, tobacco stores, gas stations etc.). Featuring
player touch screens for game selection, ticket checking and validation mechanisms of printed or digital (mobile
screen) playslips, video advertising screens, payment methods including cashless and contactless payment,
modular player participation methods, security features and age verification, INTRALOT’S Vending Machines
consists one of our core product segments.
Self-Service Terminals
The Self-Service terminals come in a wide range of options and can be combined with the right frontend and
backend platforms as well as peripherals (play slip scanner, bar code reader, high speed thermal printer, smart-
card reader, bill validator, coin acceptor and cashless payment device) to best serve the distinct needs of each
player and retailer.
MPNG
is the most successful Multi-Purpose Self-Service Terminal with a compact and
ergonomically design and minimal footprint mainly famous in US. Its autonomous functionality and multiple
integrated participation methods allow it to act as an advanced stand-alone play point that minimizes counter
queues, increasing customer satisfaction.
Services
Our offered services cover the whole spectrum of the day-to-day operational activities of lottery organizations
and are categorized into the following areas:
•
IT Professional Services
•
Technical Support
•
Game Operations
•
Sports Betting – Managed Trading Services
•
Sales & Marketing Services
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
22
GDPR compliance
INTRALOT has established personal data protection as a strategic priority towards ensuring player, customer,
employee, partner, and shareholder trust. INTRALOT's Data Protection Framework addresses the requirements
of the EU General Data Protection Regulation (GDPR). The Framework combines organizational, procedural, and
technical controls for serving the rights of data subjects in a multidimensional manner, considering internal and
external stakeholders. To achieve that, INTRALOT has combined Privacy Good Practices, its Enterprise Risk
Management Framework for managing related risk and for conducting Data Privacy Impact Assessments, as well
as its Cyber and Information Security Frameworks. The later focus on the identification of Information Security
needs, Data Protection as well as Incident detection, response, and recovery, customized to the requirements of
GDPR. Privacy by design has traditionally been a core element of INTRALOT products and services, while the data
subject remains at the epicenter, being served with transparency and respect.
Demonstrating its commitment to systematically protect personal data within its Information Security
Management System, INTRALOT implements specific rules and controls in the following areas:
•
Organizational controls (e.g., a Data Privacy Officer in all Group companies with over 250 employees).
•
Risk assessment and data identification (e.g., risk assessment of products and operations).
•
Technical controls (e.g., maintain encrypted backup of personal data).
•
Operational controls (e.g., strictly prohibit transfer of personal data outside a jurisdiction, unless
written authorized by the Group Legal Counsel and the Group Information Security Officer).
•
Contractual controls (e.g., data processing according to a contract or other legal act).
Research & Development
INTRALOT’s R&D general objective is the constant improvement and further development of its gaming systems,
services and products, and the introduction of innovation in company divisions, Group members and customers.
In this effort INTRALOT consistently invests a substantial amount of dedicated and non-dedicated resources in
R&D programs, which foster emerging technologies and promote innovation in the gaming market.
INTRALOT’s rich history of technology advancement and innovation has brought international recognition in the
gaming market. Our R&D programs and the harmonious collaboration with third party vendors as well as
innovative products and solutions considerably contribute to the advancement of the gaming industry.
Apart from in-house R&D, INTRALOT is cooperating with leading educational institutions and Technology Vendors
and has established Development Centers in the US and Greece.
As of December 2023, INTRALOT holds 186 granted patents, while there are 4 additional active patent applications
pending in various stages. Our most recent patents include methods and systems for enabling personalized game
betting and lottery playing, new game types as well as the design of various types of terminals (i.e., multi-
purpose new generation terminal, full self-service terminal, vending machine, retailer next generation terminal).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
23
Zero carbon management
INTRALOT products and services are designed with the environment in mind, in order to help Lottery
organizations achieving environmental sustainability goals and implementation of practices and technologies
aimed at reducing and ultimately eliminating carbon emissions from various sources.
INTRALOT is committed to helping its customers reduce their environmental impact, minimize carbon footprint
and support their environmental commitments. To do this, INTRALOT's software solutions are designed to be
more energy-efficient, using energy efficient programming languages, targeted OS / HW development and
adaptors, microservices architecture to create breathable and scalable systems.
INTRALOT's hardware solutions are designed to use less energy and produce less heat, be more durable and
long-lasting, and use recycled materials. INTRALOT has also acquired all national certifications needed for
environmental protection.
BUSINESS REVIEW
Industry Overview & Market Drivers
Global gaming market
Overview
The gaming industry comprises of lottery games, casinos, sports betting, bingo, horse racing, gaming machines
and online gaming. According to H2GC, revenue net of payout (“GGR”), which constitutes gross turnover in
respect of gaming activities less the amount paid out to players as winnings but including bonuses, is estimated
to have grown to €488,8 billion in 2023, from €399,2 billion in 2018, representing a CAGR of +4,1%.
Overall, in 2023 almost all regions and all verticals, have followed the increasing trend that they have presented
prior to the COVID-19 pandemic effect in the industry. Thus, it is estimated that the total gaming market has
grown by +12,8% in 2023. The game categories that marked the highest y-o-y growth rate in 2023 were Casino
and Sports Betting at +19,5% (€170,1 billion) and +17,4% (€75,6 billion) respectively.
In terms of growth, according to H2GC, the Global gaming market is estimated to grow at a high rate of +5,4%
CAGR 2023p-2028e.
Online market trends
Online gambling, via desktop, mobile and iTV, has reached a penetration of approximately 25,0% of the total
projected 2023 Global GGR (€122,0 billion) and is estimated to reach 31,9% by 2028 (€202,6 billion) following
a CAGR 2023p-2028e of +10,7%.
Source: H2 Gambling Capital, Global Summary Feb ’24. Data for Fiscal Years 2023-2028 are estimated by H2G
C.
Total Global
GGR (€bn)
2018
2019
2020
2021
2022 2023p 2024e 2025e 2026e 2027e 2028e
CAGR
23-28
Land-based
347,7
348,8
250,1
279,8
325,4
366,8
386,0
398,4
409,1
420,4
432,6
3,4%
Online
51,5
59,6
75,3
94,5
107,9
122,0
136,3
152,7
170,5
186,6
202,6
10,7%
Global Total
399,2 408,3 325,4 374,3 433,3 488,8 522,3 551,1 579,6 607,0 635,2
5,4%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
24
The contribution of mobile gaming to total Online GGR is estimated at 46,2% (€56,4 billion) for 2023 and is
estimated to reach 56,0% (€113,4 billion) of total estimated Online GGR for 2028, showing an increasing annual
growth rate in GGR of +15,0%.
Online Betting is the strongest product of the total online GGR and accounts for 52,0% (€63,5 billion); followed
by Casino (29,8%) and State Lotteries (11,7%). Casino, State Lotteries and Betting are the products with the
expected highest potential for growth with +11,5%, +11,1% and +10,5% CAGR in 2023p-2028e respectively.
Betting, that contributes the highest share of 60,5% (€34,1 billion) in total mobile estimated GGR in 2023, is
expected to grow at a rate of +14,1% CAGR 2023p-2028e. On the other hand, Lotteries with a share of 9,8%
(€5,5 billion) are expected to grow at a high pace, that of +16,5% CAGR 2023p-2028e.
The projection for 2023 shows that Europe holds the leading position in the global Online GGR, with a share of
42,1% (€51,4 billion) with an expected growth rate at +7,9% CAGR 2023p-2028e. From the following two
contributors to total GGR, Asia / ME and North America with 25,2% and 20,4% contribution to total GGR
respectively, the sharp growth rates of expansion are expected by North America, at +16,5% CAGR 2023p-2028e
as it has the potential to drive the online market due to expectations that various ongoing legal changes will
continue taking place in the current legal framework across U.S. in both Sports Betting and Lotteries.
Gaming market trends by product
Our addressable market includes lottery games, sports betting, horse racing, gaming machines, interactive
gaming, and other activities, such as bingo. Casinos (incl. Native American gaming) are excluded.
For the following 5 years, the game verticals that are estimated to bring the highest growth are Sports Betting
and Casino with +9,5% and +6,3% CAGR 2023p-2028e respectively. Lottery games that represent the most
traditional segment and have historically attracted the largest number of players were projected to have
contributed to 26,3% of the total estimated gaming market in 2023 (€128,8 billion) and for the following 5 years,
according to H2GC, they are estimated to grow at CAGR for the period 2023p-2028e of +3,3%, with the most
notable performer in terms of CAGR being the U.S. Lottery, with +4,0% CAGR, and more specifically with +19,7%
in Online Lottery, due to the offering of the games Online by even more state Lotteries.
Gaming market trends by region
From a regional perspective, the top contributor to global GGR, North America, is estimated to keep-up with the
global growing trend with CAGR 2023p-2028e of +5,7% due to the growing trend of the U.S. gaming market at
+5,9% CAGR. More specifically, the new offering of U.S. Sports Betting in both channels is estimated to follow a
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
25
CAGR of 2023p-2028e of +15,8%, while the Online offering esp. in Poker, Casino, and Lottery products a CAGR
2023p-2028e at +25,5%, +21,6% and +19,7% respectively.
Source: H2 Gambling Capital, Global Summary Feb ’24. Data for Fiscal Years 2023-2028 are estimated by H2G
C.
Our Strategies
Deliver best-in-class technology solutions and maintain leadership in technology innovation
The most important element of our sustainable growth strategy is to maintain our industry leadership in
technology and innovation. This core strategy of INTRALOT emanates from the fact that lottery and gaming is a
technology and supply driven industry and thus technology innovation drives growth. In this sense, we strive to
develop leading technology solutions for lottery, sports betting, iLottery and gaming machine monitoring, through
investing in R&D activities that foster innovation and focus on early adoption of industry shaping trends.
Some examples of our R&D program results is the next-generation of our gaming platforms and products,
specifically the LotosX platform ecosystem, the INTRALOT Orion, our new omni-channel sports betting platform,
the PhotonX lottery terminal, and most recently our natively omni-channel iLottery solution which offer a wide
range of engaging interactive lottery games and feature personalized player experiences through powerful data
analytics. Our current R&D focus is on expanding our iLottery offering, to provide more personalized player
experiences and deliver engaging iLottery content across player segments.
Our R&D efforts have resulted in numerous industry awards and distinctions as well as multiple technology patents
certifying our innovation capability. We are confident that our technology continues to lead the market as our
next generation solutions are already receiving significant market traction, with contract extensions and new
contracts in Europe, North America and beyond.
For more details, refer to Intralot website, section “INTRALOT Solutions, Products and Services \ Research &
Development” (
https://www.intralot.com/products-services
).
Expand our footprint in strategic markets & maintain portfolio diversification
The second element of our strategy is to maintain and expand our contract base with our main focus being the
US market, the current epicenter of industry developments with sports betting and iLottery regulation evolving
across States, while our business development efforts underpin our strategic shift from emerging markets to
mature markets, like North America and Europe.
Since the overturning of PASPA, we have developed appropriate plans to increase our sports betting footprint in
the US, in partnership with our strategic State Lottery clients, and in this sense our priority is to promote lottery-
United States
GGR (€bn)
2018
2019
2020
2021
2022 2023p 2024e 2025e 2026e 2027e 2028e
CAGR
23-28
Horserace
2,0
2,2
1,9
2,9
3,3
3,6
3,7
3,9
4,0
4,2
4,3
3,7%
Sports Betting
1,2
1,7
2,1
4,9
7,7
10,9
13,8
15,4
17,1
19,9
22,7
15,8%
Casino
63,4
65,5
53,1
68,6
79,6
82,3
85,7
92,2
99,0
103,3
107,9
5,6%
Gaming Machines
9,4
9,6
8,1
9,8
12,0
12,3
12,6
13,0
13,4
13,9
14,3
3,1%
Bingo
2,4
2,5
1,8
2,1
2,9
3,0
3,2
3,3
3,5
3,7
3,9
5,1%
Lotteries
25,5
27,5
26,5
31,3
31,3
33,3
34,7
34,8
36,1
38,6
40,5
4,0%
Global Total
103,9 108,9
93,5 119,5 136,9 145,6 153,7 162,7 173,1 183,5 193,7
5,9%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
26
run sports betting across States. Our current US Lottery footprint provides us a path to 10 States and the District
of Columbia, with a vast addressable population, and it is our strategic intent to leverage this unique opportunity
to create sustainable value. We believe that the State lottery sports betting contracts of recent years which were
further increased in 2022 with the Ohio State Lottery contract and British Columbia Lottery Corporation contract
in 2023, provide us with the perfect platform to deliver on this strategic objective.
Moreover, in order to maintain the diversification of our contract base in the rest of the world, we remain vigilant
for other opportunities worldwide which we will pursue through partnerships with trusted local partners, in order
to benefit from their leverage and understanding of the local market dynamics. This approach also provides for
sharing financial and operational risks, reducing capital expenditures, and improving access to local funding and
for these reasons we are deliberate and strategic in the selection of our partners in all such ventures.
A recent such example is the new 10-year lottery contract in Taiwan with CTBC Bank Co. which holds the State
license to operate the Public Welfare Lottery, that was awarded to our Taiwanese joint venture LotRich Information
Co., Ltd.
Currently our business is well-diversified across the three core business activities of technology and support
services, management contracts and licensed operations. We currently have operations in 39 jurisdictions with
50 active contracts.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
27
EBITDA by Geography in the twelve months
ended December 31, 2023
(1)
(1) Chart figures are presented rounded and countries with negative EBITDA have been excluded from the
presentation.
In the twelve months ended December 31, 2023, our total positive EBITDA (excluding countries with negative
EBITDA) reached €143,1 million. Additionally, in the twelve months ended December 31, 2023, Greek entities
represented only 7,5% (2,3% from clients based in Greece) of our revenue. Furthermore, we benefit from the
growing share of contracts in developed markets in our portfolio, where we benefit from stable recurring revenue
through long-term contracts. We believe that our concentration on mature and resilient markets allows us to
mitigate risks that are specific to certain markets and regions. Moreover, we benefit from strong contract diversity
including: 51 technology and support services contracts, which comprised 75,5% of our revenue net of payout
during the twelve months ended December 31, 2023; two (2) management contracts, which comprised 20,8%
of our revenue net of payout during the same period; and one (1) license, which comprised 3,7% of our revenue
United States & Canada;
49%
Argentina; 5%
Turkey;
14%
Croatia;
8%
Netherlands; 5%
Oceania; 12%
Other;
6%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
28
net of payout during the same period. As of December 31, 2023, INTRALOT had 54 active contracts contributing
to EBITDA, which currently amounts to 50.
Value creation driven by increased cash flow generation, margin expansion and improving longer-
term revenue visibility
A key component of our sustainable growth strategy is to improve our cash flow trajectory through the strategic
and proactive management of our long-term contracts. We selectively seek to maintain and enter into long-term
contracts, that match our stringent profitability and cash generation targets. These contracts are often for higher
margin business activities, such as providing expanded facilities management or managed services.
We continuously evaluate the profitability of our existing contracts and have selectively disengaged less profitable
contracts. We also aim to enhance revenue visibility and expected cash flow by entering long term contracts
providing recurring revenue stream stability.
For the year ended December 31, 2023, we estimate that approximately 35,0% (excluding extension options) of
the adjusted revenue for the period was generated through multi-year contracts or renewable licenses that are
available to us until 2028 (although actual revenue that may be generated in the future from those contracts may
increase or decrease). If we take into consideration the extension options of our contracts, revenue visibility
increases to approximately 47,0% until 2028. Adjusted revenue for the revenue visibility estimation, refer to
FY23 revenue adjusted for the contribution of contract discontinuations and one-off revenue recognitions within
2023.
Disciplined capital allocation aimed to optimize our capital structure
By prolonging our existing contract base in strategic markets and by pursuing opportunities and entering new
markets through local partnerships, we aim to reduce our capital expenditures, increase our operational margins,
and obtain access to local financing with more favorable terms. Following this principle, in 2023 we have managed
to prolong our lottery contracts with OPAP in Greece and with Wyoming Lottery Corporation in the US.
In addition, following the increased CAPEX requirements of previous years for new contracts implementation, we
seek to maintain a modest financial and growth investment policy focused on strong liquidity. In addition, we
intend to have a disciplined capital expenditure policy with regards to undertaking projects that meet our
investment return criteria.
Unwavering Commitment to Responsible Gaming, Social responsibility & Integrity
For us, responsible gaming, social responsibility, and integrity is not merely a strategy. These principles are
weaved into the company fabric, and we promote them throughout our global operations in any type of
engagement. This unwavering commitment, which has been adopted since the company foundation, is essential
for building trust with State Lotteries and competent Authorities and in turn for renewing our existing contracts
and winning new ones with lottery and gaming organizations in the State-sponsored gaming sphere. Our State
Lottery customers and their Regulators require us to conduct our business with all due integrity and to provide
our games securely and responsibly, and we deliver on these expectations by keeping responsible gaming and
player protection front and center of our thinking.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
29
Financial Review
Financial Highlights
1
On an organic level, the Group’s performance was boosted by improved financial results in Turkey and Croatia,
combined with the positive effect from the new Lottery contract in Taiwan. EBITDA improvement was adversely
impacted by the Argentinian Peso devaluation that led to EBITDA decrease by half compared to last year, the
impact from the license expiration in Malta and the negative FX impact of the currency movement in USA, posting
a 5,4% year over year increase and reaching €129,5 million, from €122,9 million in 2022.
Financial Data
2
(in € million)
FY 2023
FY 2022
%
Change
Revenue (Sale Proceeds)
364,0
392,8
-7,3%
Licensed Operations
28,4
89,3
-68,2%
Management Contracts
72,4
50,5
43,2%
Technology and Support Services
263,3
252,9
4,1%
GGR
348,6
343,9
1,4%
Gross Profit
145,2
127,7
13,7%
Gross Profit Margin (%)
39,9%
32,5%
+ 7,4pps
Operating Expenses
3
(114,1)
(99,8)
14,3%
EBITDA
4
129,5
122,9
5,4%
EBITDA Margin on Sales (%)
35,6%
31,3%
+ 4,3pps
EBITDA Margin on GGR (%)
37,1%
35,7%
+ 1,4pps
D&A
(67,9)
(70,1)
-3,1%
EBT (Profit/(loss) before tax from continuing operations)
33,6
29,8
12,8%
EBT Margin (%)
9,2%
7,6%
+ 1,6pps
NIATMI (Profit/(loss) after tax attributable to the equity
holders of the parent company)
5,8
11,9
-50,9%
Revenue, GGR, EBITDA, EBT and NIATMI
Reported consolidated revenue posted a decrease compared to FY22, leading to a total revenue for the twelve-
month period ended December 31, 2023, of €364,0 million (-7,3%).
•
Lottery Games was the largest contributor to our top line, comprising 53,4% of our revenue, followed by
Sports Betting, contributing 20,5%, to Group turnover. Technology contracts accounted for 14,3% and
VLTs represented 11,8% of Group turnover.
Reported consolidated revenue for the twelve-month period is lower by €-28,8 million year over year. The main
factors that drove top line performance per Business Activity are:
1
For additional information on the Group’s performance, please also consult the Management Discussion and Analysis Report
published on our website.
2
The activities of Group associate in Taiwan (Goreward) is presented as discontinued operations pursuant to IFRS 5 (note
2.31.A.VIII
).
3
Operating Expenses line presented excludes the capital structure optimization expenses.
4
The Group defines “EBITDA” as “Operating Profit/(Loss) before tax” adjusted for the figures “Profit/(loss) from equity
method consolidations”, “Profit / (loss) to net monetary position”, “Exchange Differences”, “Interest and related income”,
“Interest and similar expenses”, “Income/(expenses) from participations and investments”, “Write-off and impairment loss of
assets”, “Gain/(loss) from assets disposal”, “Reorganization costs” and “Assets depreciation and amortization”.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
30
•
€-60,9 million (-68,2%) from our Licensed Operations (B2C) activity line, with the decrease attributed to
license expiration in Malta that took place early July 2022 (€-43,9 million) along with the lower revenue
in Argentina (€-17,0 million or -37,5% y-o-y; as a result of the local currency devaluation in the last
month of the year by over 50%).
•
€+21,8 million (+43,2%) from our Management (B2B / B2G) contracts activity line, with the increase
driven by Bilyoner in Turkey (€+21,2 million or +71,5% y-o-y; due to the online market growth), Morocco
(€+0,5 million or +3,5% y-o-y) and steady performance in US Sports Betting contracts (€+0,1 million or
+2,4% y-o-y).
•
€+10,3 million (+4,1%) from our Technology and Support Services (B2B/ B2G) activity line, with the
increase attributed to higher revenue in Croatia (€+4,0 million or +35,2% y-o-y; driven by the local
market growth), slightly improved performance from US operations (€+0,7 million or +0,4% y-o-y),
despite the effect from the unfavorable USD movement (2,7% Euro appreciation versus a year ago – in
YTD average terms), significantly higher revenue from other jurisdictions (€+6,1 million or +9,8% y-o-
y; triggered by the new Lottery contact in Taiwan) and lower revenue in Australia (€-0,4m or -2,0% y-o-
y), impacted by the negative FX movement (7,4% Euro appreciation versus a year ago – in YTD average
terms).
Gross Gaming Revenue (GGR)
concluded at €348,6m in FY23, posting an increase of 1,4% (or €+4,7 million)
year over year. The increased top line contribution of our operations in Turkey and Croatia, along with the sale
in Taiwan managed to offset the license expiration in Malta and FX hit in Argentina (-70,6% y-o-y on wagers from
licensed operations
5
). FY23 Payout Ratio
6
was higher by 4,3pps vs. FY22 (63,1% vs. 58,7%).
Payout
(in € million)
FY 2023
FY 2022
Sale Proceeds from Licensed Operations related to payout
24,5
83,2
Payout
15,4
48,9
Payout (%)
63,1%
58,7%
Total
Operating Expenses
ended higher by €14,3 million (or +14,3%) in FY23 (€114,1 million vs. €99,8 million).
The variance is mainly driven by higher Opex in Turkey to support top line growth, coupled also with rising
expenses in USA due to lower capitalizations within the current year.
Other Operating Income
ended at €30,4 million, presenting an increase of 22,2% y-o-y (or €+5,5 million).
EBITDA
7
amounted to €129,5 million in FY23, posting an increase of 5,4% (or €+6,6 million) compared to FY22.
Group managed to increase its operating profitability via the improved results in Turkey and Croatia, coupled also
with the services sale in Taiwan. The aforementioned drivers have fully absorbed the Argentinian Peso devaluation
5
Licensed Operations Revenue also include a small portion of non-Payout related revenue, i.e., value-added services, which
totaled €3,9m and €6,1m for FY23 and FY22 respectively.
6
Payout ratio calculation excludes the IFRS 15 impact for payments to customers.
7
Analysis in the EBITDA section excludes Depreciation & Amortization, and expenditures related to capital structure
optimization.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
31
that led to EBITDA decrease by half compared to last year, the effect from Malta license termination and the
adverse FX impact in USA.
On a yearly basis,
EBITDA margin on sales
improved to 35,6% (+4,3pps from 31,3% in FY22).
Earnings before Tax
in FY23 amounted to €33,6 million triggered by the higher recorded EBITDA
y-o-y.
NIATMI
(
Net Income After Tax and Minority Interest
) in FY23 concluded at €5,8 million, compared to €11,9
million in FY22.
Cash Flow & Net Debt
Statement of Financial
Position/Cash Flows
(in € million)
FY 2023
FY 2022
Total Assets
588,7
617,1
Total Equity
42,1
-87,7
Cash & Cash Equivalents
111,9
102,4
Partnerships
8
14,4
19,5
All other Operating Entities (with
revenue contracts) &
Headquarters
97,5
82,8
Net Debt
333,2
490,5
FY 2023
FY 2022
Operating Cash Flows
112,5
96,3
Net Capital Expenditure
-29,7
-26,5
Operating Cash-flow
in FY23 amounted to €112,5 million, significantly increased by €16,2 million, compared
to €96,3 million in FY22, as a result of the enhanced EBITDA, the favorable working movement and the lower
taxes paid.
Net Capex
in FY23 was €29,7 million, higher by €3,2 million compared to FY22, with US projects consuming
most of the CAPEX needs.
Net Debt
,
as of December 31st, 2023, stood at €333,2 million, showcasing a significant decrease of €157,2
million compared to December 31st, 2022. Recent deleveraging actions combined with strong cash flow
generation have strengthened the capital structure of the company, resulting in a net debt/ebitda ratio of 2,6x
at YE23 vs. 4,0x in YE22. Post the successful EUR135M Share Capital Increase, the company proceeded with the
partial redemption of EUR126M of its notes due September 2024. In conjunction with the capital payments
towards the Term Loan in US, Gross Debt decreased by a total of €147,7 million.
Cash and cash equivalents
at the end of FY23 shaped at €111,9 million, increased by €9,5 million vs. FY22.
8
Refers to stakes in Turkey (Bilyoner) and Argentina
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
32
The Group’s financial covenant with respect to Net Debt to EBITDA (Leverage ratio) is:
Financial Covenants
FY 2023
Leverage ratio
2,57
Our Key Gaming Markets Performance
9
United States and Canada
In the United States, we provide technology and support services to state lotteries through our subsidiary Intralot
Inc., which was established in December 2001. We are one of the only three vendors who hold contracts with the
state lotteries for the supply of online gaming systems, retailer communication networks, and point of sale
equipment, such as terminals and vending machines. We became the first non-U.S. company to win a tender for
the supply of lottery systems, when we won a contract to supply the Nebraska state lottery in 2003. Intralot
Tech, a 100% subsidiary of Intralot Inc., was established in 2019 as USA’s development hub in Greece and
complements its existing central functions in Atlanta and Mason.
In the continental US and Canada, we currently operate 14 contracts in 12 states. We hold contracts in the states
of Illinois, Ohio, Louisiana, Arkansas, New Hampshire, Idaho, Wyoming, Montana, New Mexico and Washington,
D.C for the supply and operation of online lottery gaming systems. In Georgia, we also hold a contract for the
provision of central monitoring services for more than 29.000 Coin Operated Amusement Machines. In Ohio, in
addition to providing the central systems, terminals, equipment, vending machines and retailer network
communications, we also provide central monitoring services for seven racinos operating video lottery terminals
(VLTs). Furthermore, in May 2019 INTRALOT entered in the Canadian market through a new contract with the
British Columbia Lottery Corporation, which operates lottery on behalf of the Government of British Columbia, for
the provision of software, hardware and support services.
2020 marked the year where INTRALOT broke ground in the newly regulated and prominent US Sports Betting
market. In early May 2020, “Sports Bet Montana” in Montana of USA was launched, following the amendment of
the main contract in order to include sports wagering self-service terminals and mobile with the deployment of
ORION sports betting platform. Then, in early June 2022, the Digital Sports Betting solution in Washington, DC,
was also launched. INTRALOT, as part of its current contract with the DC Lottery, deployed its new INTRALOT
Orion sports betting platform to enable the GambetDC mobile and desktop sports betting offering.
Additionally,
on December 20th, 2022, Intralot Inc. signed a five-year contract with the Ohio Lottery to implement its
INTRALOT Orion Sportsbook solution. The project went live in January 2023. Furthermore, in early April 2023,
INTRALOT announced that its subsidiary NTRALOT, Inc. signed a 3-year contract, including an option of three
annual extensions, with British Columbia Lottery Corporation (BCLC) for the provision of its next-generation sports
9
Financial figures refer to the subsidiaries’ contribution to the Group and exclude non-operating entities in each of the countries
presented.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
33
betting platform INTRALOT Orion and relevant managed services, to enable the operations and management of
BCLC’s retail sportsbook.
We have a strong track record in renewing and extending our contracts in the US, thus securing a long-term
presence in the country. More specifically, in July 2018, Intralot announced a five-year extension to its current
gaming systems contract with the New Hampshire Lottery Commission, through June 2025. In addition, in
November 2018, we renewed our contract with the New Mexico Lottery for 2 more years, up to November 2025.
In October 2020, a contract extension was signed through 2029 to continue Intralot Inc.’s six-year partnership
with the Georgia Lottery Corporation, providing advanced services for the operation of its COAM (Coin Operated
Amusement Machines) project. Furthermore, in late March 2022, Intralot Inc. extended the existing contract with
the Montana Lottery up to March 2026. One more development as per contracts extension was realized in the
middle of May 2023, with the renewal of the existing contract with the Ohio Lottery Commission until June 2025.
Last but not least, in July 31st, 2023, Intralot announced that Intralot Inc. signed an extension of its contract
with the Wyoming Lottery Corporation for an additional five-year until August 2034.
In 2023, our sales in the United States reached €164,2 million, posting an increase of 0,5%, over the prior year,
when our revenue amounted to €163,4 million. The slight sales improvement is attributed to the unfavorable USD
movement (2,7% Euro appreciation versus a year ago – in YTD average terms). In local currency, current year
results posted a 3,1% y-o-y increase mainly due to higher services sales. Revenue of the United States and
Canada for the twelve months ended December 31, 2023 represented 45,1% of the Group’s total revenue.
Key Consolidated Financial Figures
FY 2023
FY 2022
Δ%
(in € million)
Revenue
164,2
163,4
0,5%
GGR
164,2
163,4
0,5%
EBITDA
69,7
73,9
-5,6%
CAPEX (Paid)
15,3
18,0
15,0%
Key Standalone Balance Sheet Figures
FY 2023
FY 2022
Intralot Inc
(in € million)
Assets
242,4
250,9
Liabilities
237,2
246,4
Cash – Cash Equivalents
34,2
23,6
DC09 LLC
(in € million)
Assets
6,8
8,1
Liabilities
17,1
16,8
Cash – Cash Equivalents
0,0
1,5
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
34
Intralot Tech
(in € million)
Assets
2,1
1,4
Liabilities
1,0
0,7
Cash – Cash Equivalents
0,4
0,1
Greece
In Greece, we provide technology support and support services for the operation of private gaming and the lottery
through Intralot S.A., our parent company. Originally incorporated in Athens in 1992, we won our first domestic
contract in 1993. We currently operate three contracts in Greece.
As the center of our Global operations, Greece is also home to our betting-trading center that controls our global
fixed odds betting activity, and significant research and development programs (Technology Hub), as well as our
corporate Headquarters which supports the wider INTRALOT ecosystem, employing approx. 400 employees at
the end of December 31st, 2023. As such, Headquarters expenses serve the different projects of INTRALOT S.A,
including among others the Greek projects, but most of the effort is distributed towards servicing and supporting
the pipeline of won and upcoming contracts, as well as supporting INTRALOT’s subsidiaries and R&D efforts.
Our relationship with Greek Organization of Football Prognostics S.A. (OPAP) began in 1999. On July 31st, 2018,
the old OPAP contract ended, and the two parties continue their cooperation under a new contract, specifically in
the field of numerical lotteries games, resulting in a smaller contract value due to the limited scope. The new
contract is a 3-year contract that also includes an option for OPAP to renew for an additional two years. On
January 14th, 2021, INTRALOT announced the extension of its partnership with OPAP. More specifically, OPAP
exercised its two-year extension option of the contract with INTRALOT for the continuation of the collaboration of
the two companies in the field of numerical lotteries and services from August 2021 to July 2023. Furthermore,
on December 2, 2021, we extended our current contract with OPAP for an additional year, up to 31st of July
2024. Additionally, in July 2022, the existing contract with OPAP was further extended until 31st of July 2025
with a one-year extension option. These extensions allow INTRALOT to continue providing its state-of-the-art
Lottery Solution, that incorporates its novel core platform “LotosX”, launched with great success in 2019, along
with several other components and high-quality services. In late October 2023, INTRALOT announced the
extension of its agreement with OPAP for the provision of the license of INTRALOT’s flagship LotosX lottery engine
software and the development of the related functionalities, after OPAP exercised its right to extend the
agreement by one year, from 01.08.2025 till 31.07.2026. INTRALOT and OPAP further agreed to grant OPAP the
right to exercise two further one-year extension options, under the same terms, to 31.07.2027 and 31.07.2028
respectively.
In the first half of 2021, INTRALOT sold its 20% stake in Intralot de Peru SAC for a cash consideration of USD21
million to Nexus Group, along with a three-year extension of its current contract with Intralot de Peru SAC through
2024, related to the provision of gaming technology and support services. The net cash consideration, after taxes
and transaction expenses, amounted to USD16,2 million.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
35
Revenue from Greek operations in 2023 was €27,4 million, compared to €14,5 million in the respective period of
the prior year, accounting for 7,5% of the Group’s total revenue in the twelve months ended December 31, 2023.
The favored top line performance in 2023 is primarily impacted by the new Lottery contract in Taiwan.
Key Consolidated Financial Figures
FY 2023
FY 2022
Δ%
(in € million)
Revenue
27,4
14,5
88,8%
GGR
27,4
14,5
88,8%
EBITDA
-7,2
-18,3
60,5%
CAPEX (Paid)
1,9
2,8
32,2%
Key Standalone Balance Sheet Figures
FY 2023
FY 2022
INTRALOT SA
(in € million)
Assets
497,5
470,0
Liabilities
200,9
322,0
Cash – Cash Equivalents
16,6
6,1
Intralot Services SA
(in € million)
Assets
0,0
0,0
Liabilities
0,0
0,0
Cash – Cash Equivalents
0,0
0,0
Betting Company SA
(in € million)
Assets
2,8
8,1
Liabilities
2,1
3,9
Cash – Cash Equivalents
1,2
0,7
Intralot Interactive
(in € million)
Assets
0,0
0,0
Liabilities
0,0
0,0
Cash – Cash Equivalents
0,0
0,0
Argentina
In Argentina, we provide technology support and support services mainly for the operation of lottery games and
sports betting in 10 out of the 23 jurisdictions in the country, and we are the lottery operator for the Province of
Salta. We entered the market when we acquired a majority stake (50,01%) in our subsidiary Tecno Accion in
2007. We facilitate approximately 7.400 terminals throughout Argentina and operate approximately 800 terminals
in Salta.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
36
Through Tecno Accion, we offer integrated technology solutions for lottery organizations, such as portable
terminals, gaming software and trade management systems and communication consultancy. In Salta, we act as
the sole lottery operator in the province, with 12 numerical games. Our partners in Tecno Accion are HAPSA, the
operator of horse racing (and CASINO HAPSA) in Buenos Aires, and the Inverclub, which manages casinos.
Our revenue from the Argentina facility management business in 2023 reached €10,7 million, versus €18,7 million
in 2022. The lottery operator business generated sales of €28,4 million in 2023, compared to €45,4 million in
2022, posting a decrease of 37,5%. Both operations’ financial performance was substantially affected by the
macro environment changes in late 2023 that led to the local currency devaluation by more than 50%. Our total
revenue in Argentina for 2023 was €39,1 million compared to €64,1 million during the same period last year. In
local currency, the current year’s results posted a 194,8% increase. Argentina's revenue in the twelve months
ended December 31, 2023 represented 10,7% of INTRALOT Group’s total revenue.
Key Consolidated Financial Figures
FY 2023
FY 2022
Δ%
(in € million)
Revenue
39,1
64,1
-39,1%
GGR
23,6
40,3
-41,4%
EBITDA
7,4
14,9
-50,4%
CAPEX (Paid)
0,6
2,4
75,6%
Key Standalone Balance Sheet Figures
FY 2023
FY 2022
Tecno Accion SA
(in € million)
Assets
6,1
13,1
Liabilities
3,2
5,4
Cash – Cash Equivalents
0,7
0,8
TecnoAccion Salta SA
(in € million)
Assets
2,0
5,0
Liabilities
1,3
2,3
Cash – Cash Equivalents
0,8
0,8
Oceania
We originally entered the Australian market in 2006, where we currently provide technology and support services
in two jurisdictions through our wholly owned subsidiaries Intralot Australia Pty Ltd and Intralot Gaming Services
Pty Ltd.
In Victoria, IGS supplies a remote monitoring system to control over 26.000 gaming machines under a 15-year
contract signed in September 2011 with the State of Victoria. Our monitoring system is designed to ensure the
accurate and uninterrupted monitoring of gaming machine transactions, single and multiple venue linked jackpot
arrangements, and the capture of data and information with respect to gaming machines for regulatory, taxation,
research, and related purposes. In addition, conformance with the statewide precommitment system (PCS) has
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
37
been in place since December 2015 and has increased the monitoring of revenue substantially. IGS will operate
the precommitment scheme up to the end of the monitoring license referred above, which expires in August 2027.
In Western Australia, we provide the information technology and systems support for the Lotteries Commission
of Western Australia (Lotterywest), to enable Lotterywest’s retail and online gaming sales, through our wholly
owned subsidiary Intralot Australia Pty Ltd. Since 2014, we have provided support services for Lotterywest in its
Retail Transformation Program (RTP) and secured an extension of our ongoing contract till 2026.
In New Zealand, we provide technology and support services through our wholly owned subsidiary Intralot New
Zealand Ltd Operations, which was first awarded the government contract in 2005. To the government we provide
an electronic monitoring system to link approximately 14.200 electronic gaming machines (EGMs) in more than
1.003 locations. The electronic monitoring system is designed to guarantee the integrity of games and limit
opportunities for fraud. Our contract was extended in 2016 up to 2022, while in 2020 was further extended up
to 2025 with a one-year extension option.
Revenue for 2023 from our Oceania operations has slightly decreased by 0,7%, amounting to €24,9 million,
versus €25,1 million in 2022. The decrease in Oceania’s revenue was impacted by the negative FX movement
(7,4% and 6,3% Euro appreciation in Australia and New Zealand respectively versus a year ago – in YTD average
terms). In local currency terms, current year results in Australia ended higher by 5,2% versus 2022, while the
revenue from New Zealand posted an increase of 12,9% year over year. Revenue from our Oceania operations
in the twelve months ended December 31, 2023, represented 6,8% of INTRALOT Group’s total revenue.
Key Consolidated Financial Figures
FY 2023
FY 2022
Δ%
(in € million)
Revenue
24,9
25,1
-0,7%
GGR
24,9
25,1
-0,7%
EBITDA
17,9
18,1
-1,1%
CAPEX (Paid)
1,4
1,4
-
Key Standalone Balance Sheet Figures
FY 2023
FY 2022
Intralot Gaming Services Pty Ltd (IGS)
(in € million)
Assets
14,2
14,5
Liabilities
4,9
9,5
Cash – Cash Equivalents
4,0
3,9
Intralot Australia PTY Ltd
(in € million)
Assets
6,7
6,8
Liabilities
1,0
1,1
Cash – Cash Equivalents
0,4
0,8
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
38
Intralot New Zealand Ltd
(in € million)
Assets
2,6
2,7
Liabilities
1,4
0,8
Cash – Cash Equivalents
1,7
1,5
Turkey
In Turkey, we currently own approximately 50,01% of Bilyoner, one of the leading online distributors of sports
betting games in Turkey. Bilyoner, along with five other online providers, distributes the games of Spor Toto.
Bilyoner was established in 2003 and had approximately 5,1 million registered players as of December 31st,
2023. Bilyoner’s license agreement was renewed and is valid till December 2029.
Bilyoner’s revenue increased to €50,8 million in 2023, from €29,6 million over the same period last year, favored
by the continued growth of the online market. In FY23, the local Sports Betting market expanded 1,9 times y-o-
y, with the online segment representing close to 87,0% of the market at the end of 2023. Bilyoner’s operations
were adversely affected by the local currency devaluation (63,6% Euro appreciation versus a year ago). In Turkish
Lira terms, Bilyoner’s revenue showcased a 180,5% increase versus 2022 (in Euro terms Bilyoner’s revenue
increase by 71,5%). Bilyoner’s revenue represented 13,9% of INTRALOT Group’s total revenue for the twelve
months ended December 31, 2023.
Key Consolidated Financial Figures
FY 2023
FY 2022
Δ%
(in € million)
Revenue
50,8
29,6
71,5%
GGR
50,8
29,6
71,5%
EBITDA
20,6
14,0
47,2%
CAPEX (Paid)
8,4
0,2
-
Key Standalone Balance Sheet Figures
FY 2023
FY 2022
Bilyoner AS
(in € million)
Assets
65,8
71,9
Liabilities
30,3
43,4
Cash – Cash Equivalents
12,9
17,9
Croatia
We entered the Croatian Market in 2009, when INTRALOT SA and
the State
Lottery HRVATSKA LUTRIJA D.O.O
signed a contract for the supply and maintenance of the i-System interactive gaming platform and internet games,
as well as another contract for the supply and maintenance of e-Instants games.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
39
In January 2016, INTRALOT SA passed the contract to Intralot Adriatic, with 100% of the shares held by
INTRALOT SA. Since then, Intralot Adriatic has been into a partnership with the State Lottery HRVATSKA LUTRIJA
D.O.O, for the joint management of the interactive casino business on a shared-profit basis in Croatia.
On September 2018, following a competitive process, Intralot Adriatic was awarded a 10-year contract for the
supply of new central system, the LOTOS 10 ecosystem for digital, retail and other distribution channels, gaming
terminals as well as related services such as implementation, system operations, games selection and planning,
retailers and players support, repair lab, maintenance and support services.
Currently, we operate in the verticals of Numerical and Instant games, Betting and Online Casino. The existing
contract is in effect from late April 2021 and will last for 10 years with a two-year extension option.
In 2023, Intralot Adriatic generated revenue of €15,3 million, while in 2022 the respective revenue amounted to
€11,3 million. The improved performance is attributed to the local market growth. Our total revenue from Croatia
for the twelve months ended December 31, 2023, consisted of 4,2% of our Group’s total revenue.
Key Consolidated Financial Figures
FY 2023
FY 2022
Δ%
(in € million)
Revenue
15,3
11,3
35,2%
GGR
15,3
11,3
35,2%
EBITDA
10,9
7,0
55,6%
CAPEX (Paid)
1,5
0,5
-200%
Key Standalone Balance Sheet Figures
FY 2023
FY 2022
Intralot Adriatic d.o.o
(in € million)
Assets
23,5
22,2
Liabilities
18,8
19,9
Cash – Cash Equivalents
0,6
2,4
Looking Ahead
The lottery, sports betting and VLT monitoring industries operated by INTRALOT have returned to their pre-
pandemic performance and growth trajectories. Today, these industries are presenting significant growth
opportunities, mainly enabled by the value that has been unlocked by new technologies and the wide adoption of
online services, ensuring centralized control and promoting responsible gaming, as well as the transparency,
security and integrity of the gaming experience. Digital technology evolution, in combination with regulatory
initiatives towards market liberalization and the regulation of previously restricted forms of gaming, as well as
the changes in player demographics and their spending habits and the digital adoption as influenced by new
technologies, all set the pace of accelerated change.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
40
INTRALOT has all the resources and foundations for a successful course and expects to reap the benefits of its
strategy to invest in digital transformation technologies. Leveraging our leading position in the provision of
technology and services for lottery games, held for two decades, INTRALOT is intensifying its strategic focus in
order to capitalize on the new value created in recent years by strengthening its online portfolio and increasing
demand in the iLottery sector from state Lotteries in the US and the rest of the world. Technology will be the key
enabler towards business innovation. Our technology is not only highly innovative, but it is also easily scalable,
interoperable, and extensible. Seamless omni-channel player experiences, cost optimization, fast time-to-market,
market reactiveness and all other drivers of increased sales and profitability can be improved by using our
technology as an enabler.
In this context, INTRALOT’s organizational structure evolves with the aim of enhancing its delivery capabilities
and creating a customer-centric service delivery organization, backed by a strong finance division and an
extrovert commercial arm.
Through 2024 we look forward to further engagements to implement projects with our new Lotos X platform,
monitoring systems and industry-leading terminal solutions, as well as the digital transformation of lotteries and
their portfolio of products and services through the online channel.
In the US lottery market, which has become a key part of our future growth strategy, we intend to leverage our
position and the strengths of our strategic subsidiary, INTRALOT Inc.
Significant growth prospects are presented
in the US VLT monitoring market, which INTRALOT will carefully evaluate in the future by leveraging its experience
in successfully managing two such important projects in Georgia and Ohio, USA. Finally, the Group's Management
will selectively evaluate projects that may offer growth opportunities in other markets outside the US in its areas
of activity, as it has already demonstrated its ability to respond successfully to the implementation of such projects
by leveraging the network of partnerships it owns or is developing around the world.
A primary enabler of sustainable growth is the further improvement of our capital structure in a way that will be
consistent with our strategy to create long-term value for all stakeholders of the company.
We remain focused
on our mission to best address the needs of our customers with state-of-the-art products and services, and to
generate new free cash flows that will further strengthen INTRALOT's position and will lay the foundation for its
active and dynamic presence in the future based on the new industry trends.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
41
NON-FINANCIAL INFORMATION
INTRODUCTION
The non-financial report provides an overview of INTRALOT’s performance for the fiscal year ending on December
31st, 2023. This report encompasses both qualitative and quantitative information for INTRALOT S.A. and its
subsidiaries, INTRALOT, Inc. and INTRALOT Australia, in accordance with the Circular 62784/2017 "Non-Financial
Information Report" and the requirements outlined by the Law 4403/2016, Law 4308/2014, and EU Taxonomy
Regulation 2020/852. These subsidiaries have been selected due to their significant financial and operational
contribution to the overall performance of the Company. For the purposes of the non-financial report, these
companies will be referred to as INTRALOT (also referred to as the “Company”). The composition of the entities
within the Company has been further evolved compared to the previous year, including information about
INTRALOT Australia and its wholly owned subsidiary, INTRALOT Gaming Services Pty Ltd (IGS). Any instances
where data is unavailable will be clearly indicated throughout the report.
The report's content pertains to significant environmental, social, and governance matters, including the
following:
•
Environmental matters
•
Social and Employee matters
•
Respect for human rights
•
Anti-corruption and anti-bribery matters
•
Supply chain matters
INTRALOT aims to provide its stakeholders with a clear understanding of the Company's non-financial
performance, including its social and environmental impact. Additionally, the Company has provided a brief outline
of its business model, aligning its activities and resources with its strategic goals. INTRALOT’s 2023 Sustainability
Report will provide additional information about the Company's sustainability performance and actions.
BUSINESS MODEL
Mission & Vision
INTRALOT is a technology-driven corporation, uniquely positioned to offer flexible, reliable, and secure gaming
products and services to lottery and gaming organizations.
Vision
Shaping the future of gaming
INTRALOT’s vision aims at transforming field experience from gaming operations into intelligent solutions that
meet customer needs in the digital era and creating value for all stakeholders in sustainable ways.
Mission
INTRALOT’s mission focuses on:
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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•
Delivering innovation driven by experience.
•
Modernizing licensed lotteries in today’s digital world and supply them with entertaining gaming options,
exciting omnichannel content, integrated best-in-class technology solutions, flexible futureproof
platforms, and added-value services.
•
Operating lotteries in a secure, reliable, and transparent manner, by consistently providing engaging
player experiences.
As a major actor in the licensed gaming industry, INTRALOT provides integrated gaming systems and services to
customers worldwide. The Company holds a strong market position in the highly regulated markets where it
operates and is present in 39 jurisdictions around the world. The Company’s lottery products and services are
preferred by several lottery and betting operators worldwide. INTRALOT creates innovative and customized
hardware and software solutions and provides gaming services that support lottery, iLottery, betting, Video
Lottery Terminals, and racing.
Strategy & strengths

Deliver best-in-class technology solutions and maintain sustainable leadership in technology
innovation.
Continuously invest in R&D activities to develop leading technology solutions and streamline technology
development through measures to enhance efficiency and promote agility and performance.

Expand our footprint in strategic markets & maintain portfolio diversification.
Expand our contract base with our main focus being the US market, the current epicenter of industry
developments with sports betting and iLottery regulation evolving across States, while our business
development efforts underpin our strategic shift from emerging markets to mature markets, like North
America and Europe. Maintain a well
‑
diversified portfolio across the three core business activities of
technology and support services, management contracts and licensed operations.

Value creation driven by increased cash flow generation, margin expansion and improving
longer-term revenue visibility.
Create cost savings and operational efficiencies through cost optimization initiatives, effective
management of long-term contracts and strategic partnerships.

Disciplined capital allocation aimed to optimize our capital structure.
Steadily de-lever business through additional cash flows generated by expected operational and financial
synergies and efficiencies, as well as expected positive cash flows impact from the shift to an ‘asset-light’
model.

Unwavering commitment to Responsible Gaming, Social Responsibility, and Integrity.
Promote responsible gaming, social responsibility, and integrity throughout our global activities in any
type of engagement.
Value Chain
By analyzing and optimizing each of its activities, INTRALOT aims to identify areas of strength and weakness in
its value chain and develop strategies to enhance efficiency, reduce costs, and differentiate itself from the market.
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Upstream
INTRALOT’s value chain begins in the upstream phase, involving collaboration with hardware suppliers, software
providers, business partners, and logistics teams. These stakeholders are crucial in providing the infrastructure
and technological solutions for INTRALOT’s gaming and lottery services. As B2B/B2G operator, INTRALOT focuses
on sustainable practices like reducing hardware environmental impact, sustainable sourcing, and fair labor
conditions in logistics.
Midstream
In the midstream phase, INTRALOT engages in customer-facing activities as a B2B operator, while managing
back-office functions for other B2C operators, including state-owned entities. The Company provides hardware,
software, and operational support, working closely with business partners and adhering to regulatory standards.
Upholding human rights, promoting a safe workplace, and maintaining transparency and ethical practices are
essential in this phase.
Downstream
The downstream phase sees INTRALOT delivering gaming and lottery products to operators, retailers (B2B), and
government authorities (B2G). Responsible and sustainable practices are emphasized, focusing on responsible
gaming and community well-being. INTRALOT's dual role as a B2B and B2G supplier enables the dissemination
of responsible gaming and environmental practices across its entire value chain.
Materiality Analysis
The Company conducted a materiality analysis in 2023, in accordance with the Global Reporting Initiative (GRI
Standards 2021), in collaboration with its internal and external stakeholders. The purpose of this analysis was to
identify the key sustainability issues that are significant to INTRALOT, in terms of their economic, environmental,
or social impact, or that affect stakeholder beliefs and decisions regarding the Company's sustainability
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performance. These issues,
identified based on data from the reference year 2022, are referred to as "material
topics’’.
Μ
aterial topics
Impact themes
Sustainable
Development Goals
(SDGs)
Significance for
stakeholders
1. Energy and emissions
Energy
Emissions
Climate change mitigation strategies
Important
2. Waste management and
materials
Circular economy
Materials
Important
3. Fair employment,
diversity, and inclusion
Talent attraction and retention
Human rights
Diversity and equal opportunities
Employee training and skills
development
Grievance mechanisms
Extremely
Important
4. Employee Health, Safety
and Wellbeing
Employee Health, Safety and
Wellbeing
Extremely
Important
5. Responsible gaming
Safe gaming experience
Responsible gaming awareness
Responsible gaming product design
Extremely
Important
6. Innovation and
technology
Sustainable Products and Services -
Digitization
Extremely
Important
7. Data privacy and
security
Customer data security
Data privacy
Extremely
Important
8. Local communities
Community Engagement
Economic impact
Important
9. Corporate governance
and business ethics
Business Conduct
Anti-corruption
Extremely
Important
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10. Responsible
procurement
Procurement practices
Very Important
Risk Management
The Company has implemented a Risk Management System (RMS) within its Internal Control System (ICS) in
compliance with corporate governance regulations for listed companies. The ICS encompasses internal control
mechanisms, including risk management and regulatory compliance, ensuring the safe and efficient operation of
all company activities. It serves as a framework for identifying, evaluating, and managing potential threats,
aiming to provide reasonable assurance in achieving company objectives. The RMS facilitates the collection of
risk monitoring information by company management, guiding decision-making processes for optimal risk
management. Effective risk management supports the Company's strategic objectives amidst domestic and
international influences.
The Risk Management System (RMS) operates on the foundation of four key pillars:
•
Risk identification,
•
Risk response,
•
Risk monitoring, and
•
Reporting.
Risks are inherent in the Company's business activities and can affect
Strategy and Reputation, Corporate
Operations and Technology, Financial Position, and Compliance.
Throughout 2023, the Company conducted an annual review of its Risk Management System in line with the
approved framework. Emphasizing the identification and assessment of risks within the Company’s various
Divisions, meetings were held with relevant executives to evaluate risks based on likelihood and impact criteria,
resulting in 139 recorded risks. No risks were deemed High at an inherent level, while 25 were categorized as
Medium, prompting the implementation of response actions. The assessment revealed that 82% of risks are
classified as Low, with the remaining 18% rated as Medium.
Risk Governance Framework
The Company's Risk Governance framework comprises several key entities, each with defined roles and
relationships. The Board of Directors holds ultimate responsibility for managing risk and determining the
Company's risk appetite, while also approving the Enterprise Risk Management Framework. Supporting the Board,
the Risk Management Committee actively participates in the risk management process, evaluates the Framework,
and monitors its implementation. The Risk Management Officer acts as a liaison between the Board and
operational management, coordinating the implementation of risk management processes and reporting regularly
to the Board. Finally, the Divisions serve as frontline units responsible for identifying, managing, and monitoring
risks within their areas of operation, reporting significant risks to the Risk Management Committee and the Board
through the Risk Management Officer.
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Risk Management Training
The Company is tasked with developing and implementing a training program concerning risk management,
aligning with both institutional regulations and internal policies. Specifically, introductory training materials will
be created for various stakeholders, including Board members, management staff, and competent personnel from
the Divisions. These materials aim to educate participants on fundamental principles, governance, classification,
and methodologies of risk management. Board members will undergo training upon assuming their duties and
periodically during their tenure, ensuring adherence to the Board Members' Suitability Policy.
SUSTAINABILITY STRATEGY
Sustainability framework
INTRALOT's sustainability strategy focuses on five key areas shaped in the Company’s Sustainability Framework.
By focusing on these key areas, the Company aims to create sustainable long-term value for all its stakeholders
while also fulfilling its commitment to social and environmental responsibility.
Economic Sustainability:
INTRALOT focuses on creating long-term value for shareholders, employees, and
stakeholders by improving its activities, products, and services. The Company embraces innovation and strives
to offer high-quality, competitively priced products, aiming to sustainable profits and financial stability.
Governance:
Adhering to the Corporate Governance principles, INTRALOT's practices align with Greek laws and
international standards, emphasizing on shareholder and stakeholder rights, transparency, and responsibility.
The Company employs clear procedures for business activities and prioritizes transparent practices, including
fraud prevention and employee training.
Responsible Gaming:
Committed to the WLA Responsible Gaming Framework, INTRALOT implements best
practices in gaming and offers tailored responsible gaming product features. The Company educates employees
and players on gaming regulations and promotes responsible gaming behaviors.
Climate and Environment:
INTRALOT is dedicated to environmental protection, complying with the relevant
legislation, and minimizing environmental damage. The Company's efforts include recycling, using eco-friendly
materials, conserving resources, reducing plastic use, and addressing transportation pollution.
Employees and Community Engagement:
The Company supports social welfare and local communities,
focusing on cultural preservation and improvement of life quality. INTRALOT's community initiatives include
support for underprivileged children and volunteer programs. The Company ensures a safe, non-discriminatory
workplace with equal opportunities, respecting trade union rights and adhering to health and safety regulations.
Emphasizing human resource quality, INTRALOT prioritizes fair personnel practices and employee development.
This framework guides INTRALOT’s sustainability efforts and ensures that the Company operates in a socially
responsible and environmentally sustainable manner. It includes policies and procedures related to environmental
stewardship, social responsibility, and governance.
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Sustainability Governance
At INTRALOT, we integrate systems and processes to ensure that sustainable practices are integrated into our
decision-making, activities, and our overall strategy. This includes the development and implementation of
policies and procedures that address environmental, social, and governance (ESG) issues, as well as the
establishment of accountability mechanisms and the monitoring and reporting of the Company’s sustainability
performance. Effective sustainability governance is critical for us to achieve our sustainability goals and contribute
to a more sustainable future.
•
At
Board level
, the overall responsible is the Group CEO, who is the Chairman of the Management
Committee and the Deputy Group CEO, who is Executive Member with the leadership on Corporate
Responsibility plan.
•
At
Director level
, the Group Corporate Affairs Director is responsible to organize the relevant activities
and review the Group’s Responsible Gaming program, as well as guide, plan, implement and evaluate the
sustainability program and cooperate with other departments. The Corporate Affairs Division manages
sustainability issues, in order to streamline activities and facilitate the Company’s responsible operation,
at a strategic, organizational, and operational level.
•
The
Corporate Affairs Division
interacts with General Directors of Operations and other Divisions within
the Company, at a local and global level, to facilitate respective practices implemented.
Stakeholder Engagement
The Company has recognized as stakeholders the natural and/or legal persons who are directly or indirectly linked
to, influence or are affected by our decisions and activities. As part of our commitment to good business, we
engage regularly with our key stakeholders. This process helps us to understand, prioritize and manage our
sustainability impacts as an organization and build upon our sustainable business practices, improving our
performance.
We work to engage in meaningful dialogue and close cooperation with our stakeholders, by delineating
INTRALOT’s positions and policies and comprehending other perspectives.
Our
main identified stakeholder groups
are the following:
•
Customers
•
Business Partners
•
Suppliers
•
Retailers
•
Players
•
NGOs
•
Industry Associations
•
Employees
•
Shareholders
•
Investors
•
Media
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•
Community
•
Regulatory
•
States
GOVERNANCE ISSUES
Governance
INTRALOT S.A. is committed to the most updated principles of Corporate Governance, in accordance with the
applicable Greek legislation and international best practices. The Company has voluntarily adopted the Hellenic
Corporate Governance Code 2021 and incorporated its principles in its Corporate Governance Code. Our Corporate
Governance policy reflects our commitment to ethical and responsible decision making by our top management
and directors, to ensure our organization’s sustainable growth and the long-term welfare of shareholders and
stakeholders. The Board of Directors and its established committees follow these principles to oversee the
Company's operations, along with its subsidiaries and joint ventures across regions. The Board of Directors has
also established committees with supervisory and advisory authorities. Further details are included in the
Corporate Governance Statement in the following chapters of the Annual Report. INTRALOT Australia holds an
Employee Code of Conduct and adheres to the Australian legislation, such as Corporations Act, as well as
regulatory government bodies attached to the Company’s Licenses.
Regarding INTRALOT INC., the company has
adopted an Internal Corporate Regulation Policy dated June 30th, 2022.
Code of Corporate Governance
INTRALOT S.A. believes that proper corporate governance creates the framework for increased transparency and
reduced cases of corruption or bribery. INTRALOT S.A. abides by a set of regulations consisting of controls, rules,
and procedures, which are structured into three layers. Additionally, the Greek legislation, the 2004 publication
of the OECD corporate governance, and the Hellenic Federation of Enterprises (SEV) Code of Corporate
Governance for Listed Companies are also considered of significant importance. In addition, the widely accepted
principles of corporate governance as applied by countries of the European Union are followed by INTRALOT S.A.
In total, adherence to these rules brings about greater transparency for INTRALOT S.A.’s operations, clarity for
stakeholders, and a more lucid image of INTRALOT S.A. for the shareholders.
Data Privacy
INTRALOT prioritizes the protection of personal data and considers it a crucial issue for its responsible operation.
To ensure the protection of personal data, both INTRALOT S.A., INTRALOT, Inc. and INTRALOT Australia have
established a dedicated Privacy Data Protection Policy, establishing various principles, rules, procedural and
technical controls. The Policy serves as the foundation for the Company's Data Protection Framework, which
encompasses Privacy Good Practices, Enterprise Risk Management Framework, Data Privacy Impact Assessments,
Cyber and Information Security Frameworks. This framework helps the Company identify Information Security
needs, uphold data protection, and define incident detection, response, and recovery processes to respect and
protect data subjects' rights in multiple dimensions. The Data Protection Framework complies with the EU General
Data Protection Regulation (GDPR), which serves as the minimum privacy standard for the entire Company.
INTRALOT S.A. implemented an Information Security Management System that is certified according to the
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ISO/IEC 27001 international standard. This demonstrates the Company's commitment to safeguarding personal
data and implementing the necessary controls and procedures to maintain the confidentiality, integrity, and
availability of information assets. All
INTRALOT's products and projects undergo strict adherence to the privacy
and security controls from their design phase (Privacy by Design). Additionally, INTRALOT implements a specific
process for all employees to report any violation of personal information to the highest corporate level (C-level)
promptly.
Anti-Corruption & Anti-Bribery
Policies & Due Diligence
INTRALOT, at a Group Level, is diligent in identifying any potential risks of corruption or bribery within its
operations. The Company has incorporated responsible internal operational principles and implemented internal
policies, rules, and regulations to govern its daily operations.
INTRALOT complies with the regulations in all countries of operation, but also takes heed to identify dormant and
potential risks related to corruption.
Internal Regulation Charter
The Internal Regulation Charter has been prepared in accordance with the Greek Law and is in compliance with
the provisions of Article 14 of Law 4706/2020 on corporate governance. It aims to establish a framework for
INTRALOT S.A.’s operation that ensures compliance with legal and regulatory requirements, transparency, and
efficiency in decision-making by corporate bodies. The Internal Regulation is communicated to the employees of
INTRALOT S.A. through the internal communications network, whereas, those accountable for adhering to the
Charter include the Board of Directors, Management Executives (Group CEO, Group Deputy CEO, Executive Vice-
Chairman, Group Chiefs, Vice Presidents, Groups Directors, Directors, and Heads of Departments), employees
with an employment agreement and partners who offer their services under a contract for service provision, paid
mandate, or project contract.
The Internal Regulation sets out guidelines for INTRALOT S.A.’s organizational structure, the functions of the
units and the committees, as well as the duties of the directors and direct reports. It also covers the reporting
procedures of the Internal Control System, the process for hiring top management and evaluation performance
processes. Additionally, the charter regulates:
•
The process of compliance applying to people exercising managerial duties, as defined in number 25 of
par. 1 of article 3 of Regulation (EU) 596/2014, and of people who have close ties with them, according
to the definition of par. 14 of article 2 of Law 4706/2020, which include the obligations deriving from the
provisions of article 19 of Regulation (EU) 596/2014.
Internal Regulation
Charter
Code of Conduct
Anti-money
Laundering Policy
Anti-Corruption
Policy
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•
The process of notifying the existence of dependent relations, according to article 9 of Law 4706/2020,
of the independent non-executive members of the Board of Directors and of the people who have close
ties with them.
•
The process of compliance with the obligations arising from articles 99 to 101 of law 4548/2018, regarding
transactions with related parties.
•
The policies and procedures that prevent and resolve cases of conflict of interest.
•
The policies and procedures for the Company’s compliance with the legislative and regulatory provisions
that govern its organization and operation, as well as its activities.
•
The established procedure for the management of privileged information and the disclosure of accurate
information to the public, in accordance with the provisions of Regulation (EU) 596/2014.
•
The policy and procedure for conducting periodical evaluations of the Internal Audit System, towards the
adequacy and effectiveness of the financial information provided, on an individual and consolidated basis.
The charter also ensures risk management and regulatory compliance, according to the recognized
standards of evaluation and internal control, as well as the implementation of the provisions on corporate
governance of this law. This evaluation is carried out by people who have sufficient relevant professional
experience and who do not have dependency relationships according to par. 1 of article 9 of Law
4706/2020.
•
The training policy of the members of the board of directors, the top management team, as well as the
other executives of the Company, especially those involved control, risk management, regulatory
compliance, and information systems functions.
INTRALOT Australia has also established an Internal Regulation Policy, according to the Australian regulation to
govern its internal operations, processes, and conduct of its employees, as well as to ensure compliance with
legal requirements, maintain organizational standards, mitigate risks, and promote efficiency and consistency
across the organization.
Code of Conduct
The Company's Code of Ethics and Conduct serves as a guiding reference for all employees and associates,
including third parties. It establishes a framework of principles and values that should govern their professional
behavior, reflecting the Company's fundamental principles, corporate culture, business ethics, and ethical
commitments. The Code places emphasis on combating corruption and bribery issues. INTRALOT S.A. ensures
that all its employees receive comprehensive training on the Code of Conduct through various channels, including
e-Learning platforms, email communication, and induction training programs. The Code is regularly reinforced
through employee briefings and remains an integral part of all employee contracts, irrespective of their job
designation or level.
The Company emphasizes the importance of complying with the Code and mandates that all employees and
managers follow it without exception. Additionally, all employees are required to report any instances of Code
violations, conflicts of interest, or legal violations, either anonymously or by disclosing their identity to the Human
Resources Department through telephone or email. INTRALOT S.A. takes all reports seriously and ensures the
confidentiality of the reporting employee. The Company investigates all potential breaches of the Code thoroughly.
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In the case of a conflict of interest, employees must report it to their supervisor or Director, who will discuss it
with them and take appropriate action.
Anti-Corruption policy
The Company values honesty and integrity in its management practices and business transactions, while it aims
to uphold its positive reputation. Therefore, the Company is committed to preventing and combatting corruption
in all its forms by adhering to anti-corruption laws in all of the regions where it operates. This includes complying
with the Greek National Strategic Plan Against Corruption (NSPAC), as well as the U.S. Foreign Corrupt Practices
Act (FCPA), the U.K. Bribery Act (UKBA), and other anti-bribery lawsto avoid violations and proactively identify
and address potential issues in a timely manner.
INTRALOT S.A. and its subsidiaries, INTRALOT, Inc. and INTRALOT Australia, have developed and adopted an
Anti-corruption policy, which is mandatory for all employees highlighting the Company’s principles on corruption,
procurement and bidding, merger and acquisition transactions, gifts and entertainment, and political
contributions. Employees are encouraged to report any suspicion of bribery or corruption to the Company's Legal
Department or the Head of the Business Unit, by providing their name or choosing to remain anonymous. The
Human Resources Department and the Internal Audit Unit are available to receive respective reports.
Furthermore, INTRALOT S.A. and INTRALOT Inc. have received an ISO 37001 certification for its Anti-Bribery
Management System, which includes measures to prevent, detect, and address bribery, as well as ensure
transparency in transactions. The certification for the ISO 37001 gives our stakeholders confidence that the
organization has implemented effective measures to continually improve in combatting bribery issues.
Additionally, INTRALOT S.A. has signed a Memorandum of Understanding and joined the Business Integrity
Forum, which is an initiative launched by Transparency International - Greece network.
Additional to its policy, INTRALOT S.A. following the best anti-corruption has incorporated in all supplier
agreements anti-corruption contractual clauses to ensure the adherence to the relevant legislation. However,
such clauses are not present in contracts with customers as they are either state lotteries or privately licensed
companies. In this context, INTRALOT S.A. continuously endeavors to collect the necessary evidence, prior to
any settlement of business relationship and according to the legislative framework, to be able to determine
whether a future partner fits its culture and operates ethically and in compliance with the applicable regulations.
Therefore, INTRALOT S.A. conducts a thorough corruption risk assessment by performing due diligence on its
business partners, including agents, consultants, suppliers, intermediaries, consortium or joint venture partners,
contractors or major sub-contractors, and distributors before engaging in any business relationship. If due
diligence findings are not satisfactory, the Company refrains from any business activity. The due diligence
processes are established also during mergers and acquisitions before the finalization of relevant transactions.
Being consistent to its anti-corruption principles, INTRALOT S.A. follows a standardized internal auditing
procedure, performed annually to assess its business units for relevant risks and monitor high risk areas.
Anti-Money Laundering Guidelines
Τ
o ensure that its global operations are not being used for money laundering purposes, INTRALOT S.A. has
formulated a comprehensive set of guidelines that incorporate the essential elements of its anti-money laundering
framework. The framework contains a set of measures and guidelines that provide advice on implementing these
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principles effectively. By adhering to these guidelines, INTRALOT S.A. can minimize the risk of its products being
unwittingly used for money laundering and thus maintain its reputation, credibility, and stability within the gaming
and lotteries community worldwide. Regarding INTRALOT, Inc., the company has adopted a separate Bank
Secrecy Act / Anti-Money Laundering Policy that adopts all these guidelines.
Outcome of Policies & Performance Indicators
10
2022
2023
Non-executive BoD members (%) |
INTRALOT S.A.
55,6
70
Independent non-executive BoD members (%) |
INTRALOT S.A.
44,4
30
Non-executive BoD members (%) |
INTRALOT Inc.
80
80
Independent non-executive BoD members (%) |
INTRALOT Inc.
20
20
Non-executive BoD members (%) |
INTRALOT Australia
0
0
Independent non-executive BoD members (%) |
INTRALOT Australia
50
50
Employees briefed on the Code of Conduct (%)
100
100
Newly hired employees trained on the Code of Conduct (number)
11
58
64
Employees briefed on anti-corruption and anti-bribery issues (%)
100
100
Newly hired employees trained on anti-corruption and anti-bribery issues
(%) |
INTRALOT S.A.
30
48
Newly hired employees trained on anti-corruption and anti-bribery issues
(%) |
INTRALOT Australia
100
100
Newly hired employees trained on anti-corruption and anti-bribery issues
(%) |
INTRALOT Inc.
98
100
Employees attending the annual information security awareness program
(number)
12
224
293
Corruption incidents (number)
0
0
Bribery incidents related to employees (number)
0
0
Value of contributions made to politicians and political parties (€)
600
0
Violation cases concerning the Code of Conduct (number)
0
0
Supply Chain
Policies & Due Diligence
Responsible procurement is a major focus area for INTRALOT. The Company depends on various sources for its
operations, including suppliers who provide the Company with materials, equipment, services, and expertise
essential for its functioning. Moreover, the Company relies on input from regulatory authorities and states who
create policies and regulations for the local gaming market. As a licensed gaming operator, INTRALOT operates
in multiple countries globally and distributes its products directly to consumers through its sales networks.
INTRALOT S.A. and INTRALOT Australia ensure their collaboration with responsible and ethical suppliers, who
remain compliant with laws and regulations through the established Procurement Policy. This policy is a
mandatory framework for all procurement activities, globally. According to the relevant provisions of Code of
Conduct, all purchase agreements are documented and clearly state the services or products provided, the unit
10
Data refer to INTRALOT S.A., Intralot Australia and INTRALOT Inc. except otherwise.
11
Data refers to INTRALOT S.A. and INTRALOT Australia.
12
Data refers to INTRALOT S.A. and INTRALOT Australia.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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price, the method, and terms of payment as well as the applicable rate or fee, while the amount of payment has
to be commensurate with the products or services. Despite its global operations, the Company continues to
support and prioritize local suppliers, when possible. INTRALOT assesses its suppliers’ financial and technical
performance and monitors products and service providers, evaluating the following criteria:
1.
Quality of deliverables
2.
Infrastructure deployment according to the project plan
3.
Testing
4.
System performance
5.
Incidents recorded by the Global Service Desk
Moreover, the Company implements a due diligence process on suppliers’ financial data, while there is no separate
process to identify suppliers with actual or potential negative environmental, labor practices as well as human
rights or social impacts.
The Company is committed to supporting local suppliers and businesses in the regions, where it operates. The
Company recognizes that working with local suppliers can provide a range of benefits, including enhancing local
economies, creating jobs, and building stronger relationships with local communities. INTRALOT S.A. sources
products and services from a vast network of 565 suppliers, out of which about 79% are local suppliers. While
procurement practices have become more globalized, the Company remains committed to sourcing a significant
portion of its products and services from local suppliers, whenever feasible. In 2023, INTRALOT S.A. made
payments totaling approximately €28.6 million to its suppliers, with 51% of the procurement expenses allocated
to local suppliers. This demonstrates the Company's strong commitment to supporting local businesses and
economies. In 2023, INTRALOT Australia cooperated with 133 suppliers of which 94% were hired from local
communities. The total payments for the reporting year were €16 million with 58% giving to local suppliers.
Regarding INTRALOT Inc., the Company sources products and services from a vast network of 562 suppliers, out
of which about 90% are local suppliers. While procurement practices have become more globalized, the Company
remains committed to sourcing a significant portion of its products and services from local suppliers, whenever
feasible. In 2023, INTRALOT Inc made payments totaling approximately €77 ($82.3) million to its suppliers, with
90% of the procurement expenses allocated to local suppliers.
Outcome of Policies & Performance Indicators
13
2022
2023
Local Suppliers
772
1.103
Total Suppliers
866
1.190
13
Data refers to INTRALOT S.A., INTRALOT Inc. and INTRALOT Australia.
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ENVIRONMENTAL ISSUES
Policies & Due Diligence
Environmental Management
INTRALOT recognizes the importance of environmental protection and actively monitors its environmental
performance. In a demonstration of its dedication to environmental management and preservation, the Company
has implemented various measures to mitigate its impact. Firmly committed to minimizing its environmental
footprint and advocating responsible resource management, INTRALOT S.A. outlines its environmental
commitments in its Code of Conduct. Employees are expected to contribute to these efforts by conserving
resources, reducing waste, and emissions through practices, such as recycling and other energy-saving methods
outlined in internal protocols. Moreover, INTRALOT S.A. enhances its environmental performance and reducing
its energy footprint through the implementation of an extensive Environmental Management System, according
to ISO 14001:2015. This system meticulously tracks the impact of its operations, facilitating timely interventions
to address environmental concerns.
A procedure for monitoring environmental legislation has been established to ensure adherence to applicable
national and international laws and regulations. As part of the Company’s risk management assessment, regular
environmental impact assessments are conducted to methodically identify and evaluate the environmental impact
of the Company's activities, taking into account both the severity and likelihood of such impact. In this respect,
the Company has assigned an Environmental Risk Officer to supervise environmental risks, recommend changes
to the EMS, and ensure proper comprehension and execution.
Energy and Emissions
Even though INTRALOT does not have an established long-term strategy for emissions reduction, the Company
undertakes various activities to decrease energy consumption and CO2 emissions. INTRALOT S.A. monitors fuel
usage from leased vehicles with the use of fuel cards and utilizes energy-efficient LED lamps and photoelectric
cells to minimize energy use. Additionally, a Building Management System (BMS) has been installed, allowing
proactive actions for automatic shutdown when necessary. Both INTRALOT S.A. and INTRALOT Inc. regularly
measure and report their greenhouse gas emissions and are working towards more environmentally friendly IT
solutions by increasing their use of virtualized environments and cloud solutions for IT and development services.
This approach replaces stand-alone and physical servers, resulting in energy savings and reduced carbon dioxide
emissions.
In 2023, INTRALOT S.A. experienced a notable decrease in energy consumption compared to 2022.This reduction
was primarily driven by several key initiatives. Firstly, the widespread adoption of hybrid and electric cars replaced
the previous fleet of petrol and diesel vehicles, leading to lower energy requirements for transportation.
Additionally, the replacement of traditional lamps with energy-efficient LED alternatives, totaling 70x4 units,
significantly contributed to the overall decrease in energy consumption. Furthermore, efforts to minimize the
usage of air-conditioning systems further optimized energy usage. These combined efforts culminated in a
tangible reduction in energy consumption in 2023, marking a significant stride towards sustainability and resource
efficiency.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
55
Waste and Materials
INTRALOT has implemented several sustainability measures to reduce its environmental impact. In particular,
INTRALOT S.A. complies with the Restriction of Hazardous Substances Directive and the Waste Electrical and
Electronic Equipment Directive, by using central printers and controlling the printing volume to reduce paper
usage. Additionally, to the initiatives in responsible management of resources, INTRALOT has replaced plastic
cups with glass cups to reduce waste. Recycling bins are available for various materials, i.e., paper, aluminum
cans, plastic cans, and bottles, batteries, and light bulbs, while all liquid waste is directed to public waste
networks. INTRALOT S.A. uses environmentally friendly refrigerants and does not use hazardous cleaning
materials or critical raw materials. Also, the Company raises employee awareness through internal communication
means, i.e., email, corporate intranet portal, posters and implements internal awareness campaigns to reduce
energy consumption and waste.
Water management
INTRALOT S.A. acknowledges the significance of water scarcity and the heightened demand for water resources,
diligently monitoring its water consumption within its facilities. The Company exclusively relies on public water
supply networks and utility providers to mitigate any adverse effects on alternative water sources. All liquid waste
is safely disposed of through public waste networks, with strict avoidance of hazardous cleaning materials. While
water recycling or reuse initiatives are not presently in place, proactive measures are implemented to mitigate
potential water supply disruptions or leaks. Furthermore, there have been no reported incidents of water
discharge or significant spills of chemicals, fuels, or other materials.
Outcome of Policies & Performance Indicators
14
,
15
Energy consumption by type of use
2022
2023
Total electricity consumption
16
(GJ)
5.480,00
5.344,41
Total heating consumption (GJ)
3.139,00
1.157,00
Mobile diesel consumption (GJ)
1.613,09
595,78
Mobile petrol consumption (GJ)
1.113,96
324,66
Total energy consumption (GJ)
11.346,05
7.421,85
Emissions
2022
2023
Scope 1 emissions
|
INTRALOT S.A.
Emissions from Diesel (t CO
2
e)
352,486
130,085
Emissions from Petrol (t CO
2
e)
82,725
24,104
Total direct emissions (t CO
2
e)
435,21
154,19
Scope 2 emissions
|
INTRALOT S.A.
Emissions from electricity (t CO
2
e)
813,168
708,134
Scope 3 emissions
|
INTRALOT S.A.
Emissions from business travel (t CO
2
e)
75,16
107,76
14
Data refers to INTRALOT S.A. and INTRALOT Australia as INTRALOT Inc. data were not available at the reporting time.
15
The conversion factors (NCV) of the emissions calculation tool of the National Technical University of Athens were used to
calculate the energy consumption per fuel type.
16
NCV from DEFRA were used to calculate electricity in GJ
.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
56
Scope 2 emissions
|
INTRALOT Australia
Emissions from electricity (t CO
2
e)
267,48
250,83
Waste
generated
17
2022
2023
Type of waste
Waste
generated
Waste
diverted
from
disposal
Waste
directed to
disposal
Waste
generated
Waste
diverted
from
disposal
Waste directed
to disposal
Paper (t)
5,67
5,67
0
6,78
6,78
0
Plastic (t)
0,30
0,30
0
0,35
0,35
0
Wood (t)
4,00
4,00
0
10,90
10,90
0
PC's – laptop
(t)
5,30
5,30
0
1,90
1,90
0
Scrap (t)
0,56
0,56
0
0,26
0,26
0
Aluminum (t)
0,02
0,02
0
0,03
0,03
0
Lightbulb (t)
0,06
0,06
0
0,03
0,03
0
Toners (t)
18
0,08
0,08
0
0,60
0,60
0
Battery (t)
0,02
0,02
0
0,04
0,04
0
Total waste (t)
15,99
15,99
0
20,90
20,90
0
Water consumption
19
2022
2023
Water withdrawal (ML)
6.219
6.078
LABOR AND SOCIAL ISSUES
Labor Issues
Policies & Due Diligence
Employee Code of Conduct
INTRALOT is committed to complying with the appropriate employment laws included within its Code of Conduct.
All newly hired employees are informed about their contract terms – something that is controlled by private law
and drawn up upon their recruitment.
17
Data refers to INTRALOT S.A. only.
18
Average estimation.
19
Data refers to INTRALOT S.A. only.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
57
Labor Rights
INTRALOT respects collective bargaining agreements and safeguards the right of employees to participate in
working unions. It is the Company’s commitment to ensure the freedom of association for its employees and their
willingness to participate in labor actions, i.e., protests.
Employees are always treated with respect, irrespective of whether they participate in employee unions. It is
noteworthy that 100% of INTRALOT S.A. employees are covered by the National Collective Labor Agreement;
also, all employees are notified for any operational changes, as INTRALOT S.A. abides by the relevant legislation
for minimum notice periods for operational changes.
INTRALOT S.A.’s commitment to comply with the appropriate employment laws has been included within its Code
of Conduct. All newly hired employees are informed about their contract’s essential terms, in accordance with the
provisions of the Presidential Decree 156/1994, which is governed by private law and drawn up immediately upon
their recruitment. Furthermore, the Company promptly resolves employee matters in a mutually beneficial way,
regardless of their participation in employee unions.
INTRALOT Australia has established multiple policies that address various aspects of labor management, by
strictly adhering to local employment laws (such as Fair Work Act).
Wellbeing
INTRALOT continuously endeavors to promote a healthy work-environment of which work-life balance is a vital
element. As such, the Company promotes working hours according to the legislation, both daily and weekly, in
accordance with their employment contract. Also, INTRALOT abides by the standard overtime and additional
remuneration for overtime, as described in the regulation. The board has oversight of overtime and oversees
approving or disapproving them. The Company adheres to the regulation, when it comes to paid and unpaid
leaves these may include normal leave, maternity leave, and other reasons of absence. Such absences may also
include work from home situations where the employees may work remotely, at a maximum of four times per
month.
Compensation and Benefits
According to the compensation and benefits policy, all employees including part-time and temporary employees
have a defined salary level and benefits. This policy regulates the former, as well as providing performance-
related remuneration to executive members, based on their job description, accountability, responsibility that
comes with their position, academic background, competencies, professional experience, and performance. The
latter is highly relevant to corporate strategy and the achievement of corporate objectives.
Diversity and Equal Opportunities
Given the nature of the Company's operations, its staff is predominantly male. Nonetheless, the Company has a
firmly established policy to boost the participation of women in its firms across all employment tiers. To achieve
this objective, the Company documents and tracks the distribution of women by geographical area of operation,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
58
age, and job position. The goal is to increase the proportion of female employees as a percentage of the overall
workforce.
Training and Development
The Company strives to integrate employee training at all levels. Upon recruitment, employees are oriented
towards the gaming industry and INTRALOT. It is also important for the Company to train employees in
responsible gaming principles, which form a cornerstone for the Company. In a similar course of action, INTRALOT
has established a corporate induction program, followed in conjunction with the induction handbook, which is
available in the corporate intranet portal. In higher levels, the Company is poised with extending the executives’
educational background, by offering specialized trainings to familiarize them with cross-departmental processes
and operations.
The training policy comes in parallel with the annual training plan, as part of the annual performance evaluation.
This essentially means that managers are responsible for identifying the development needs of each employee,
setting novel goals for their development, and creating an individual development plan for each employee. This
plan is constantly updated, and employee performance is recorded. This allows for a big-picture theorization of
all employees’ individual development plans, which in turns calls for role-based training programs that include
development programs for managerial positions or specific skills training for technical roles. All of the above are
in close relevance to INTRALOT’s strategic direction, past training needs, as well as market trends and best
practices.
Health and Safety
INTRALOT is committed to complying with all the relevant health and safety laws. As such, the Company has
introduced health and safety principles according to the provisions of the Code of Conduct, in a way that enables
the Company to protect its employees and ensure a safe working environment. All employees are obligated to
comply with the policy and their relevant work-position obligations.
INTRALOT periodically conducts working environment risk assessments to identify, manage, control, and minimize
or eliminate potential health and safety risks. For this reason, the Company has assigned a building coordinator
for each facility, who regularly evaluates workplace conditions, usually regarding infrastructure. INTRALOT also
employs an external prevention agency that evaluates workplaces and offers advice on preventive or corrective
measures.
In 2023, INTRALOT managed to retain:
•
No employees with high incidence or risk of disease associated with their work within the Company.
•
No cases of occupational disease within the Company.
•
No employee loss.
•
No relevant fines or sanctions imposed by the respective authorities.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
59
Performance Management System
INTRALOT has established a thorough monitoring procedure to record employee performance. This includes a
systematic approach to identifying employee strengths, areas for improvement, and in turn improving the
Company’s overall performance. The performance management system is directly relevant to multiple cases of
employee management, training, or occupational health and safety. In terms of risk management, the system
minimizes the Company’s exposure to performance-related risks, which includes employees not attaining their
full potential, or employees being managed in a non-optimal way. INTRALOT has established a systematic
dialogue with its employees to minimize such a risk, either in the form of intranet portal, e-mail announcements,
open-door policies, or HR communication with employees. This pattern of holistic communication creates a
framework of increased feedback, better chances for review, and in extension, a wider pattern of risk reduction.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
60
Outcome of Policies & Performance Indicators
20
New hires
2022
2023
Number (#)
Rate
21
(%)
Number (#)
Rate (%)
New hires by age
<30 aged new hires
72
0,06
78
0,07
30-50 aged new hires
124
0,11
113
0,10
>50 aged new hires
38
0,03
26
0,02
New hires by gender
Male new hires
168
0,14
172
0,15
Female new hires
66
0,06
45
0,04
Total new hires
234
0,20
217
0,19
Voluntary and non-Voluntary Departures
2022
2023
Number (#)
Rate (%)
Number (#)
Rate (%)
Voluntary and non-Voluntary Departures by age
<30 aged turnover
50
0,04
59
0,05
30-50 aged turnover
184
0,16
109
0,09
>50 aged turnover
52
0,04
59
0,05
Voluntary and non-Voluntary Departures by gender
Male turnover
196
0,17
151
0,13
Female turnover
90
0,08
76
0,07
Total Employees Departures
286
0,25
227
0,20
20
Data refer to INTRALOT S.A., Intralot Australia and INTRALOT Inc. except otherwise.
21
The rate is calculated by considering the total number of employees at the end of the year.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
61
Employee
training
22
2022
2023
Men
Women
Top 10%
employees
by
compensatio
n
Bottom 90%
employees by
compensation
Men
Women
Top 10%
employees by
compensation
Bottom 90%
employees by
compensation
Total
training
hours
4.183
1.847
394
5.287
4.795
1.268
4.183
1.847
Average
training
hours
per
employee
11,56
10,80
12,62
7,37
Number
of
employees
trained
322
156
50
431
226
75
29
273
Health and safety
2022
2023
Number of fatalities as a result of work-related injury
0
0
Rate of fatalities as a result of work-related injury (%)
0
0
Number of high consequences work related injuries (excluding fatalities)
0
0
Rate of high-consequence work-related injuries (IR) (excluding fatalities) (%)
0
0
Number of recordable work-related injury
12
10
Rate of recordable work-related injuries (%)
0,01
0,01
Number of fatalities as a result of work-related ill health
0
0
Number of cases of recordable work-related ill health
0
0
22
Data refer to INTRALOT S.A. and INTRALOT Australia only.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
62
Respect of Human Rights
Policies & Due Diligence
INTRALOT has established a firm approach towards safeguarding human rights. By adhering to the
needs of the United Nations and the legislation of International Labor Organization (ILO), the Company
responds to the need for increased attention towards human rights. Based on the principles imposed by
these two organizations, INTRALOT has established its Code of Conduct, as well as its employment
guide, to fully integrate safeguarding of human rights within its operations. Further, the Internal
Regulation Charter and Recruitment and Selection policy guarantee the imposition of such core values,
which employees follow with strict adherence. Equally important is the fact that the Company has signed
the United Nations Global Compact since 2009, which delineates its commitments to refrain from
activities that violate human rights, such as discrimination, harassment, and any kind of violence.
INTRALOT Australia strictly follows the Australian employment laws and conducts annual training,
covering relevant thematic areas, such as equal employment opportunity, sexual harassment, diversity,
and inclusion.
INTRALOT recognizes that human rights have to be safeguarded continuously, and strenuously.
However, it is a fact that human rights are located in multiple places within the Company’s operations,
and in turn they have to be considered on all occasions. This means that risk management for human
rights ought to be integrated in all risk management procedures, and all sources of risk.
Grievance mechanisms are set in place, which allows employees to seek justice for any harassment they
suffered, or any instances of discrimination they may have been a victim of. It is worth mentioning that
the Company follows a meritocratic approach, which in turn means that INTRALOT passionately believes
that each employee is evaluated on its work-related merit. It is noteworthy that the Company does not
tolerate any form of retaliation from employees, which means that discontented employees are free to
use the grievance mechanism without fear of retribution.
Equal employment
Although INTRALOT has not formally implemented a diversity-related policy, it should be noted that the
Company is fully committed to its role as a haven for anti-discrimination, diversity, and equity. According
to the Code of Conduct, employees are compelled to follow the Company’s driving values, which bring
about an environment of mutual respect and inclusiveness. Employees are assessed based on their
qualifications, skill, and performance, and are in no cases assessed by any other traits. INTRALOT
believes that each person’s inherent traits are sacred, and in no way related to their job-performance.
Therefore, the Company safeguards all employees for their traits of sexual preference, sex, religion,
ethnicity, or nationality, and commits to making an impact in that fron
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
63
Outcome of Policies & Performance Indicators
23
Employee diversity
2022
2023
Number (#)
Rate (%)
Number (#)
Rate (%)
By gender
Men
808
70,3
817
71,0
Women
356
31,0
333
29,0
By age
<30
120
10,3
153
13,3
30-50
659
56,6
644
56,0
>50
385
33,1
353
30,7
Diversity and equal opportunities
2022
2023
Difference between the average base salary of full-
time men employees compared to full-time women
employees (%) |
INTRALOT S.A.
12,32
11,48
Difference between the average base salary of full-
time men employees compared to full-time women
employees (%) |
INTRALOT Australia
24
19
Incidents of discrimination and corrective actions taken
2022
2023
Discrimination incidents
0
0
23
Data refers to INTRALOT S.A., INTRALOT Inc. and INTRALOT Australia except otherwise
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
64
Society
Policies & Due Diligence
Local communities and shared value
For INTRALOT, local communities pose a continuous challenge to the Company’s strategy and business
model. Local communities are always taken into consideration when designating policies and strategies.
The Company aims to support its neighboring communities by implementing a series of initiatives and
in turn disseminating the value it receives into outputs for society. As an international organization,
INTRALOT contemplates its surrounding national and local communities, and thus implements various
initiatives to support them. “INTRALOT – We Care a Lot” is a program of INTRALOT S.A. that includes
multiple activities and investments and bring back profits to the community. At the same time,
INTRALOT S.A. takes into consideration the underprivileged people within these groups, hence providing
support for underprivileged children nationwide through initiatives – in collaboration with NGOs and
foundations.
In extension to that, INTRALOT S.A. is also vigilant to provide volunteering opportunities and
employment programs to national and local communities. The Company supports local entrepreneurship
by offering opportunities for young people to create a network between universities and companies.
INTRALOT S.A. has fused its business model with its ongoing volunteering opportunities and sports
events.
Safety of products and services
INTRALOT places significant emphasis on ensuring the safety of its products and services and considers
it a crucial component of its due diligence process. In 2021, the Company went through an extensive
independent assessment of its responsible gaming practices and products by a WLA approved assessor,
which resulted in the renewal of its Certificate of Alignment with World Lottery Association (WLA)
Responsible Gaming Framework for Associate members until 2024. This evaluation covers all corporate
functions related to game integrity and corporate conduct, and it acknowledges INTRALOT's dedication
and endeavors to establish a secure and supportive gaming environment, preventing underage, illegal,
problem gambling, or any other potential harm to society.
The Company as an Associate member of WLA accords with the 7 responsible gaming principles.
INTRALOT takes advantage of its due diligence mechanism to also grasp its full responsibility towards
people, and in conjunction to the services it offers. The company acknowledges the importance of
ensuring that its betting products are not only safe and responsible, but also integral to its due diligence
process. Simultaneously, it prioritizes the protection of online game as paramount concern..
That said, INTRALOT strives to develop and distribute products that serve responsible gaming principles.
Products and services are not to create any dependency, and the platforms on which they are practiced
have to be both safe and protective for players. Players have the option of receiving further support, in
terms of fair gaming experience through:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
65
•
Prevention from excessive gaming with various self-exclusion options.
•
Setting their gaming budgets in a strict manner.
•
Reminder for their excessive time in the gaming platform.
Also, it has to be noted that INTRALOT multicasts several suggestions or messages to truly promote the
essence of responsible gaming. INTRALOT places product safety at the top of its risk management
process. INTRALOT S.A. also utilizes the INTRALOT Responsible Gaming Designer tool (iRGD). This tool
was produced in collaboration with Athens Information Technology (AIT) and several independent
scientists. Its aim is to conduct social impact assessments per game, channel, or territory and as the
name indicates, assess the social impact of games based on their:
•
Structural characteristics
, including features that ensure the initiation, expansion, and
maintenance of playing over time.
•
Situational characteristics
, including features related to the gaming environment (e.g.,
retailer store, internet, or mobile channel).
•
Responsible Gaming characteristics,
including features that may impact player gaming
patterns (i.e., financial or time-related limits).
As a result of INTRALOT’s S.A. practices, in 2023 there were no complaints concerning security and
reliability of its games.
Outcome of Policies & Performance Indicators
Social value distributed
2022
2023
Societal support activities
24
(number)
8
4
Value of societal support activities (€)
10.118
39.960
Blood units collected (number)
63
55
Shared value generated
25
(Greece and USA) (€'000))
215,551
221,960
Company R&D investments (million €)
26
2,5
2,6
Approved patents and designs worldwide (number)
191
186
Responsible gaming
27
2022
2023
Participation in stakeholder engagement activities and events on
responsible gaming issues (number)
79
44
Employees trained on responsible gaming practices (%) |
INTRALOT
S.A.
28
23
Employees trained on responsible gaming practices (%) |
INTRALOT
Australia
100
100
Duration of employee trainings on responsible gaming issues (hours)
811
956
Compliance
24
Societal support data refer to INTRALOT S.A.
25
Sharing value generated data refer to INTRALOT S.A. and INTRALOT Inc.
26
Sharing value, Company R&D investments and Approved patents and designs refer only to INTRALOT S.A.
27
Data refers to INTRALOT S.A. and INTRALOT Australia.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
66
Product recalls (number)
0
0
Users whose information has been used for secondary purposes (i.e.,
purposes besides the original one for which they were collected)
(number)
0
0
Unique requests for user information (including user content and non-
content data) from government or law enforcement agencies (number)
0
0
Unique users whose information was requested by government or law
enforcement agencies (number)
0
1
Government and law enforcement requests that resulted in disclosure
to the requesting party (%)
0
0
Complaints or grievances concerning breaches of customer privacy and
losses of customer data (number)
0
0
Fines imposed regarding breaches of customer privacy or losses of
customer data (number)
0
0
Non-monetary
sanctions imposed regarding breaches of customer
privacy or losses of customer data (number)
0
0
Fines imposed regarding marketing, advertising and promotion activities
and product or service information (e.g., product labeling) (number)
0
0
Non-monetary sanctions imposed regarding marketing, advertising and
promotion activities and product or service information (e.g., product
labeling) (number)
0
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
67
EU Taxonomy Disclosures
Introduction to the Regulation (EU) 2020/852
In line with the European Union's strategic vision to foster resilient and sustainable economy,
harmonized with the climate and energy targets for 2030 and the objectives of the European Green
Deal, the European Commission introduced a classification system of sustainable activities under the
Taxonomy Regulation
28
.
The EU Taxonomy Regulation came into force in July 2021, and set out a robust a framework for
determining whether an economic activity is environmentally sustainable and aims to foster a common
language for businesses, investors, and policymakers enhancing a seamless communication on matters
pertaining to the environmental sustainability of economic activities.
The EU Taxonomy, detects the following six environmental objectives:
•
Climate change mitigation
•
Climate change adaptation
•
Sustainable use and protection of water and marine resources
•
Pollution prevention and control
•
Transition to a circular economy
•
Protection and restoration of biodiversity and ecosystems.
The inaugural objectives of climate change mitigation and climate change adaptation were displayed in
the Climate Delegated Act
29
and were also the sole two objectives that fell within the scope of the EU
Taxonomy Regulation during its initial two reporting periods. The remaining four objectives outlined in
the Environmental Delegated Act
30
implemented in June 2023 and are effective from this reporting year
onwards.
The eligibility and/or alignment of economic activities for each one of the earlier mentioned objectives
is determined by the Delegated Acts. If an economic activity is described in the Delegated Acts, then it
is eligible. On the other hand, for an economic activity to be considered aligned, it is essential that it
substantially contributes to one or more of the environmental objectives, meaning the activity meets
the technical screening criteria defined, does no significant harm to any of the other objectives and
complies with the minimum social safeguards requirements.
Despite the fact that the Regulation is constantly evolving, INTRALOT has evaluated its activities in
terms of eligibility and alignment during the reference period 2023 according to the criteria set forth in
the Taxonomy Regulation, utilizing the market’s current perception.
28
Regulation (EU) 2020/852
29
Commission Delegated Regulation (EU) 2021/2139
30
Commission Delegated Regulation (EU) 2023/2486
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
68
Application of the Taxonomy Regulation to INTRALOT
INTRALOT Group is a gaming solutions supplier and operator, providing future-proof solutions to licensed
operators around the world. As part of the business model, the Group develops, maintains and operates
software services, including advanced technology, consultation and support in all aspects of the lottery,
betting and gaming industry’s daily operational functions.
The 2023 EU Taxonomy Disclosures report incorporates data collected from INTRALOT SA, INTRALOT
Inc., and Intralot Australia PTY Ltd
31
, entities that will be referred to as INTRALOT for the purposes of
this disclosure. The report presents both eligible and non-eligible activities, as well as aligned and non-
aligned ones, for the reporting period ending on 31 December 2023.
INTRALOT’s primary potentially eligible activity under the EU Taxonomy Regulation is 8.2. Computer
programming, consultancy and related activities, as described below and can only substantially
contribute to Climate Change Adaptation:
Description of activity 8.2:
Providing expertise in the field of information technologies: writing, modifying,
testing and supporting
software; planning and designing computer systems that integrate computer hardware, software and
communication technologies; on-site management and operation of clients’ computer systems or data
processing facilities; and other professional and technical computer-related activities.
Under the EU Taxonomy Regulation, for an economic activity to be considered as contributing to climate
change adaptation, it should aim to mitigate the adverse impacts of current or anticipated future climate
risks on either itself, people, nature, or assets. This means that the activity should have a direct and
tangible impact on adaptation.
According to the European Commission's Frequently Asked Questions (FAQs
32
) on the Disclosures
Delegated Act, released in December 2022, additional guidance has been offered on how to meet the
Climate Change Adaptation objective. The FAQs describe two types of activities, that can equally have
a meaningful impact.
Adapted activities:
Those economic activities that have become resilient to climate change by adapting themselves to all
material climate related risks.
Enabling activities:
Those activities that can enable others to make a significant contribution to one of the six environmental
objectives referred to in Article 9 of the Taxonomy Regulation by providing adaptation solutions. It's
essential to note that an activity can only be considered enabling if it's explicitly stated in the activity’s
description.
31
Intralot Australia PTY Ltd which holds 100% of Intralot Gaming Services Pty
32
Frequently Asked Questions (FAQs) on the Disclosures Delegated Act
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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69
INTRALOT’s activity belongs to the ‘adapted activities’, and in the context of climate change adaptation,
Turnover alone cannot be considered as an eligible KPI for adapted activities. Instead, Capital
expenditure (CapEx) and operating expenditure (OpEx) related to activity 8.2 directly support the
functionality of the activity and contribute to the adaptation objective. The EU Taxonomy, consequently,
focuses on specific activities and investments that help to address climate change challenges.
Climate change risks are very important to INTRALOT, therefore, an initial climate-related risk
identification exercise has been conducted to identify the most critical ones. Indeed, the EU Taxonomy
Regulation has delineated an intensive process that exhibits how an economic activity can genuinely
become resilient, based on that INTRALOT has set goals and commitments for the future and intends to
fully adhere to the guidelines to demonstrate our efforts in adaptation.
Throughout this reporting period however, the Group could not demonstrate evidence of eligibility for
CapEx and OpEx related to its primary economic activity, but instead focuses on expenses which
constitute the output of other activities that meet the criteria for Taxonomy eligibility. The secondary
activities listed below are considered Taxonomy-eligible.
Information on assessment of compliance with the Regulation (EU) 2020/852
INTRALOT has identified five eligible activities contributing to Climate Change Mitigation, as derived
from the Capital and Operational expenses
:
1.
6.5. Transport by motorbikes, passenger cars and commercial vehicles
One of the activities that were not aligned was the “Transport by motorbikes, passenger cars and light
commercial vehicles”, as INTRALOT could not obtain the sufficient data, from this part of our value
chain, on the implementation of the do no significant harm requirements from our European suppliers.
Moreover, non-European vehicle makers are not obliged to report under EU Taxonomy for now, thus the
Company could not claim any alignment percentage for non-European vehicles either. For the
abovementioned reasons INTRALOT could not report alignment for the eligible activity 6.5 for the
reporting period but is committed to binding our suppliers towards contributing to the climate change
mitigation environmental objective.
2.
7.3. Installation, maintenance, and repair of energy efficiency equipment
Activity 7.3 refers to individual renovation measures consisting in installation, maintenance or repair of
energy efficiency equipment. In 2023, the company made multiple investments in equipment, such as
air conditioning and specialized kitchen equipment, aimed at enhancing our energy efficiency, but could
not answer the TSCs of the activity, as this is third-party information. INTRALOT demonstrates a
commitment to jointly working with our suppliers in the coming years to obtain the necessary
information for the alignment assessment.
3.
7.4. Installation, maintenance, and repair of charging stations for electric vehicles in
buildings (and parking spaces attached to buildings)
During the reporting period the company expanded the network of e-vehicle charging stations across
multiple locations, thereby promoting environmental sustainability. This significant investment meets
the criteria for EU taxonomy purposes, falling under activity 7.4, which plays a significant role in
advancing the environmental objective of climate change mitigation.
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4.
7.7. Acquisition and ownership of buildings
This activity pertains to acquiring real estate and exercising ownership over it, playing a significant role
in advancing the substantial contribution to the environmental objective of climate change mitigation.
As can be seen in the tables below, the buildings constitute a significant expense for INTRALOT and
when the climate risk and vulnerability assessment exercise is finalized the Company will claim higher
alignment ratio.
Alignment Assessment
Upon thorough review it has become clear that alignment with the EU Taxonomy's technical screening
criteria will not be feasible, as the Company has not yet conducted a climate risk and vulnerability
assessment. In addition, the Company has not devised an expenditure plan to carry out adaptation
solutions that alleviate the activities’ most significant physical climate risks. INTRALOT pledges to
enhance our alignment ratios significantly in the upcoming years, beginning with the implementation of
a climate risk and vulnerability assessment.
Avoiding double counting
Thanks to the diligent structure of its financial statements and the granular tagging of the CapEx and
OpEx accounts, INTRALOT can confidently confirm that double counting was avoided during the EU
Taxonomy compliance exercise.
Accounting Policy
The consolidated financial statements of INTRALOT Group have been prepared for the financial year
ending 31 December 2023 in accordance with the International Financial Reporting Standards (IFRS).
The following sections showcase information related to CapEx and OpEx of three of our subsidiaries:
INTRALOT S.A., INTRALOT Inc., and Intralot Australia PTY Ltd which were introduced earlier in this part
of the report.
For the calculation of the eligibility KPIs we followed the approach as described below:
We examined our capital expenditure categories and included in the numerator, only the expenses that
are directly linked to the purchase of the output of the eligible activities, as listed above. In the
denominator we included the total capital expenses of INTRALOT.
We followed a similar approach for the calculation of the numerator of the eligible OpEx KPI as we did
for CapEx. Regarding the denominator, we carefully reviewed all OpEx categories of INTRALOT and only
included the ones that aligned with the guidelines specified in the Regulation, resulting in the following
cost categories:
Eligible OpEx
=
Operating
expenses
related
to
the
purchase
of
the
output
of
eligible
activities
Operating
expenses
related
to
research
and
development
,
repair
and
maintenance
,
short
term
leases
,
building
renovation
measures
and
Day−to−day
servicing
of
assets
of
property
,
plant
and
equipment
Eligible CapEx
=
Capital
expenses
related
to
the
purchase
of
the
output
of
eligible
activities
Total
capital
expenses
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
71
•
Repair and Maintenance of software, hardware, buildings, furniture, and cars
•
Operating leases for corporate vehicles,
premises, and other machinery
•
Day-to-day servicing of IT spare parts
Finally, given the restrictions previously mentioned, there is
no eligible turnover
for this year’s EU
Taxonomy assessment.
In the table below, we present a summary of the results of the EU Taxonomy assessment.
Eligibility
Alignment
Turnover
0%
0%
CapEx
2,420%
0%
OpEx
12,283%
0%
For detailed results, please refer to the tables below.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Tables of EU Taxonomy KPIs
Proportion of
Turnover
from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023: INTRALOT did not have any
eligible activities related to Turnover for the financial year 2023.
Proportion of
CapEx
from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023
(in millions of euros)
Substantial contribution criteria
DNSH criteria ('Does Not
Significantly Harm')
INTRALOT Economic activities
Code
Absolute CapEx
Proportion of CapEx
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
Taxono
my
aligned
proporti
on of
CapEx
year
2023
Taxono
my
aligned
proporti
on of
CapEx
year
2022
Catego
ry
(enabli
ng
activity
)
Category
(transitio
nal
activity)
A. TAXONOMY ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities
(Taxonomy aligned)
Acquisition and ownership of buildings
7.7
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
0%
Transport by motorbikes, passenger cars and
commercial vehicles
6.5
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
n/a
Installation, maintenance and repair of
energy efficiency equipment
7.3
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
0%

Installation, maintenance and repair of
charging stations for electric vehicles in
buildings (and parking spaces attached to
buildings)
7.4
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
0%

Storage of electricity
4.10
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
n/a
CapEx of environmentally sustainable
activities
(Taxonomy aligned)
(A.1)
0
0%
0%
0
%
0
%
0
%
0
%
0
%
0%
0%
A.2 Taxonomy Eligible but not environmentally sustainable activities
(not Taxonomy aligned activities)
Acquisition and ownership of buildings
7.7
0,345
1,479
%
Transport by motorbikes, passenger cars and
commercial vehicles
6.5
0,175
0,749
%
Installation, maintenance and repair of
energy efficiency equipment
7.3
0,035
0,151
%
Installation, maintenance and repair of
charging stations for electric vehicles in
buildings (and parking spaces attached to
buildings)
7.4
0,002
0,010
%
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73
Storage of electricity
4.10
0,007
0,031
%
CapEx of Taxonomy eligible but not
environmentally sustainable activities
(not Taxonomy aligned activities)
(A.2)
0,564
2,420
%
0%
0%
Total (A.1 + A.2)
0,564
2,420
%
2,420
%
0
%
0
%
0
%
0
%
0
%
N
N
N
N
N
N
N
0%
0%
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy non-eligible
activities (B)
22,755
97,58
%
Total (A + B)
23,319
100%
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Proportion of
OpEx
from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023
(in millions of euros)
Substantial contribution criteria
DNSH criteria ('Does Not
Significantly Harm')
INTRALOT Economic activities
Code
Absolute OpEx
Proportion of OpEx
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and ecosystem
Climate change mitigation
Climate change adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
Taxono
my
aligned
proporti
on of
OpEx
year
2023
Taxono
my
aligned
proporti
on of
OpEx
year
2022
Catego
ry
(enabli
ng
activit
y)
Category
(transitio
nal
activity)
A. TAXONOMY ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities
(Taxonomy aligned)
Acquisition and ownership of buildings
7.7
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
0%
Transport by motorbikes, passenger cars and
commercial vehicles
6.5
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
0%

Installation, maintenance and repair of energy efficiency
equipment
7.3
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
n/a
Installation, maintenance and repair of charging stations
for electric vehicles in buildings (and parking spaces
attached to buildings)
7.4
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
n/a
Storage of electricity
4.10
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
n/a
Freight transport services by road
6.6
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
0%

OpEx of environmentally sustainable activities
(Taxonomy aligned)
(A.1)
0
0%
0%
0
%
0
%
0
%
0
%
0
%
0%
A.2 Taxonomy Eligible but not environmentally sustainable activities
(not Taxonomy aligned activities)
Acquisition and ownership of buildings
7.7
1,500
9,133%
Transport by motorbikes, passenger cars and
commercial vehicles
6.5
0,517
3,150%
Installation, maintenance and repair of energy efficiency
equipment
7.3
0
0,000%
Installation, maintenance and repair of charging stations
for electric vehicles in buildings (and parking spaces
attached to buildings)
7.4
0
0,000%
Storage of electricity
4.10
0
0,000%
OpEx of Taxonomy eligible but not
environmentally sustainable activities
(not Taxonomy aligned activities)
(A.2)
2,017
12,283
%
0%
0%
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Total (A.1 + A.2)
2,017
12,283
%
12,283
%
0
%
0
%
0
%
0
%
0
%
N
N
N
N
N
N
N
0%
0%
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy non-eligible activities (B)
14,405
87,717
%
Total (A + B)
16,422
100%
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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Public
HUMAN RESOURCES
Our Best Asset
The Human Resources of a Company is acknowledged as its most important asset, providing it with
competitive advantage, thus, the policies pursued and the initiatives undertaken by INTRALOT and its
subsidiaries abroad, aim at effectively attracting, enhancing, motivating and retaining talent. The
continuous efforts and contribution of all INTRALOT employees, as well as their unceasing trust and support
of its shareholders, remain a key factor in the advancement of the Company’s competitiveness and further
growth. The Company undertakes to provide its employees with a working environment that will constantly
develop their capabilities and enhance their performance through reward and recognition schemes, always
in accordance with the principles that govern the Group.
At Headquarters, the total turnover rate was at the range of 5,7 %, while the people who joined reached
11,9% of the total personnel base. For the selection of human resources, high recruitment standards and
processes have been followed.
In terms of enriching our practices for the better operation of the company, the “Referral Policy”, which
concerns the recommendation of candidates by the company's employees to meet its needs in new jobs,
has been updated.
Performance Appraisal Management
The Performance Appraisal Management system has been operating in the parent company and in most
subsidiaries for the past 6 years. An integrated and detailed goal setting process is set at the beginning of
the year, followed by a review of these goals and a meeting between the employee and the supervisor in
the middle of the year (to make any necessary adjustments on plans and/or minor changes of goals) and
it is concluded at the beginning of the following year with the performance appraisal of the year passed.
From an innovation point of view, INTRALOT is moving from a traditional performance appraisal scheme to
a more modern, dynamic and flexible model, thus improving productivity and offering opportunity for
regular meet ups and alignment between the employee and his/her supervisor, along with the possibility
of monitoring the employee's contribution towards the achievement of his annual goals. The result is that
individual actions, achievements, as well as the relevant feedback that each employee receives from
colleagues now become part of the new performance management approach.
Training and Development
In 2023, our efforts were focused on internal promotions and training. 10 % of our people were promoted,
while 3 rose to Top Management level.
In terms of Training, great emphasis was placed on specialized training through e-learning platforms, in
partnership with Microsoft - a skills development program addressed to all employees. Also, trainings were
implemented for the induction of the newcomers, the leadership skills development and the development
of technical skills through platforms, such as Pluralsight and Udemy, by creating individualized training
programs. In addition, throughout the year, the following programs were updated and implemented via
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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Public
our corporate e-learning platform: the security and compliance training program, the responsible game,
the anti-bribery policy and the performance management system of our people. Specifically, at
Headquarters level, 539 training programs were carried out (22 instructor-led training sessions and 517 e-
learning self-paced) with 1.013 participations, reaching a total of 4.494 training hours.
Activities
The company, in the context of strengthening its Employer Branding, participated in the most important
events for attracting new talented people in the field of technology, such as: Developers Days (Digital),
Oπe
\n conference 2023, Career Mentoring Sessions at College Link, AUEB Career Fair 2023, Devoxxed Days
Athens, Women in Tech, PLG Disrupt and Coralia gi-Cluster.
In the area of healthcare benefits, we continued offering proactive healthcare check-up, while two blood
donation initiatives took place in order to serve the needs of INTRALOT’s blood bank.
In the context of volunteering, we have continued to contribute to the protection of the environment
through recycling (aluminum, plastic, paper, batteries, lamps, electrical and electronic devices), while we
participated in the Global Voluntary Coastal Cleanup 2023, #SeaTheChange, with the collaboration of
HELMEPA, where we cleaned, even temporarily, Avlaki Beach in Porto Rafti of plastic, metal, paper and
rubber small objects, as well as many cigarette butts. In this way, we contributed to the work of HELMEPA
(Hellenic Marine Environment Protection Association) and were informed about the marine pollution and
what we can do to reverse the situation. Furthermore, we organized at our Headquarters premises the
"Christmas Bazaar" and the "Easter Bazaar" and with the contribution of our employees, we have supported
the work of the NGO “Médecins du Monde”.
Moreover, we had the opportunity - in the parent company - to participate with our people in sports events,
such as: the 2023 Athens Marathon, the Race for the Cure, the B2Run Αθens 2023 and our basketball team
in the 2022-2023 Championship of the Commercial League, where she was crowned Commercial League B
Champion!
Last but not least, we were able to bond again through our internal corporate events: the Top Performers
Ceremony, the Healthy Breakfast Days, the Ice Cream Days, and the Christmas Kids Party for our
workforce’s children.
RISKS AND UNCERTAINTIES
Enterprise Risk Management
The Enterprise Risk Management (ERM) Framework documents the good practices adopted by the
INTRALOT Group in order to identify, assess and manage risks related to the achievement of its business
objectives.
INTRALOT ERM targets the assurance of stakeholder and shareholder trust through the appropriate and
continuous balancing of risk and value.
INTRALOT ERM follows a holistic approach for taking into account all parameters that drive the execution
of INTRALOT Group Strategy, including INTRALOT’s financial health, operations, people, technology,
compliance, products and reputation.
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ERM provides the means to continuously monitor risk, align it with the changing internal and external
parameters and manage it according to the defined corporate risk appetite.
The Enterprise Risk Management (ERM) Framework is designed according to the specifications of COSO
(Committee of Sponsorship Organizations of the Treadway Commission) and ISACA (COBIT for RISK). It is
a holistic strategic framework taking into account risks related to the business objectives of INTRALOT
GROUP.
The framework incorporates the following components:
1. Objective setting: Objectives are clearly defined in order to be used as a reference point for the
identification of risks. A process is in place for setting objectives that align with INTRALOT’s mission and
are consistent with the corporate risk appetite.
2. Risk assessment: Risks are analyzed in relation to the objectives and by determining the likelihood of
and impact from the realization of an adverse event.
3. Risk response: Management selects risk responses – avoiding, accepting, reducing, or sharing risk –
developing a set of actions to align risks with the entity's risk tolerances and risk appetite.
4. Event identification: Internal and external events affecting the achievement of INTRALOT objectives are
identified.
5. Internal environment: The internal environment sets the basis for how risk is viewed and addressed by
people, including risk management philosophy and risk appetite, integrity and ethical values, and the
environment in which they operate.
6. Control activities: Policies, procedures, strategies, and action plans in general are established and
implemented to help ensure the risk responses are effectively carried out.
7. Information and communication: Relevant information is identified, captured, and communicated in a
form and time frame that enables people to carry out their responsibilities.
8. Monitoring: Risk is monitored, and modifications made as necessary. Monitoring is accomplished through
ongoing management activities, separate evaluations, or both.
Description of significant risks and uncertainties
FINANCIAL RISKS
The Group's international activities create several financial risks in the Group's operation, due to constant
changes in the global financial environment. The Group beyond the traditional risks of liquidity risk and
credit risk also faces market risk. The most significant of these risks are currency risk and interest rate
risk. The risk management program is a dynamic process that is constantly evolving and adapted according
to market conditions and aims to minimize potential negative impact on financial results. The basic risk
management policies are set by the Group Management. The risk management policy is implemented by
the Treasury Department of the Group which operates under specific guidelines approved by management.
Credit risk
The Group does not have significant credit risk concentration because of the wide dispersion of its customers
and the fact that credit limits are set through signed contracts. The maximum exposure of credit risk
amounts to the aggregate values presented in the financial position. In order to minimize the potential
credit risk exposure arising from cash and cash equivalents, the Group sets limits regarding the amount of
credit exposure to any financial institution. Moreover, in order to secure its transactions even more, the
Group adopted an internal rating system, regarding credit rating evaluation, using the relevant financial
indices.
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Liquidity risk
Prudent liquidity management means maintaining adequate liquidity, funding ability through approved
credit limits, and ability to repay liabilities. The Group has established specific policies to manage and
monitor its liquidity in order to continuously have sufficient cash and liquid non-core assets that can meet
its obligations. In addition, the Group has set up a system of monitoring and constant optimization of its
operating and investing costs in the framework of its liquidity management policies.
Further analysis of the maturity of the financial liabilities of the Group is provided in note
2.33
of the annual
financial statements.
Market Risk
1) Foreign Exchange risk
Fluctuations in exchange rates can have significant effects on the Group’s currency positions. Group
transactions are carried out in more than one currency and therefore there is a high exposure in foreign
exchange rate fluctuations against the euro, which is the main underlying economic currency. On the other
hand, the Group’s activity abroad also helps to create an advantage in foreign exchange risk management,
due to the diversification in the currency portfolio. This kind of risk mainly results from commercial
transactions in foreign currency as well as investments in foreign entities. The Group employs various
strategies for hedging foreign exchange risk such as collecting foreign currency dividends from its
subsidiaries abroad. The Group’s policy regarding the foreign exchange risk concerns not only the parent
company but also the Group’s subsidiaries.
Further analysis of the sensitivity analysis on foreign exchange variations and currency hedging derivatives
is provided in note
2.33
of the annual financial statements.
2) Interest rate risk
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group's activities are closely linked to interest rates because
of investments and long and short-term borrowings. To manage this risk category, the Group uses financial
hedging instruments in order to reduce its exposure to interest rate risk. The Group's policy on managing its
exposure to interest rate risk affects not only the parent company but also its subsidiaries for their loans
concluded in euros or local currency. The Group's exposure to the risk of changes in market interest rates
relates primarily to long-term borrowings of the Group's floating rate. The Group also manages interest rate
risk by having a balanced portfolio of loans with fixed and floating rate borrowings. On 31 December 2023,
approximately the 56% of the Group's borrowings are at a fixed rate (31/12/2022: 64%) with an average
life of approximately 1,2 years. As a result, the impact of interest rate fluctuations on operating results and
cash flows of the Group's operating activities is small.
3) High leverage risk
INTRALOT’s ability to incur significant additional amounts of debt so as to finance its operations and
expansion depends on capital market conditions that influence the levels of new debt issues interest rates
and relevant costs. Furthermore, INTRALOT may be able to incur substantial additional debt in the future,
however, under the Senior Notes terms will be able to incur additional debt so long as on a pro forma basis
its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2023: approximately 4,14), total net
debt to EBITDA (senior leverage ratio) is not more than 3,75 (31/12/2023: approximately 2,32).
Additionally, the Group proceeded with the refinancing of Intralot Inc. debt with new bank financing (Term
Loan) maturing in 2025, the terms of which improve the access of the parent company to the cash flows
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Public
of the US subsidiary.
The new loan agreement signed with a consortium of six US financial institutions also
includes a revolving credit line (Revolver Facility) of $50 million, which will significantly assist the Group's
liquidity management. The new Term loans bear the US Sub-group financial covenants for incurring additional
debt with respect to the total Net Debt (senior) to EBITDA (Net Leverage ratio <4 up to 30/3/2024 and <3,75
thereafter) and financial expenses coverage ratio (Fixed Charge Coverage ratio >1,25). Both covenant ratios
were in compliance as of 31/12/2023.
Further analysis of the Group's leverage is provided in note
2.33
of the annual financial statements.
OPERATING RISKS
Winners’ payouts in sports betting
INTRALOT is one of the largest sports betting operator worldwide. The winners’ payout in sports betting
may fluctuate in the short-term since it depends on the outcome of the events. The fluctuation of the
payout may affect the financial results and cash flows of INTRALOT since it represents a significant cost
element for the Company.
Gaming sector and economic activity
The gaming market is affected by the economic cycles since lottery products are consumer products.
However, the gaming sector is more resilient than other sectors of the economy in periods of economic
crisis. Specifically, during an economic downturn, frequent draw games (like KENO or VLTs) are most likely
to present a reduction in revenues, while lotto type games are less affected. With its international
expansion, INTRALOT has achieved significant diversification and has reduced its dependency on the
performance of individual markets and economies.
Gaming Taxation
The financial crisis has increased the budget deficits of many countries. The increase of the taxation of
lottery games constitutes sometimes an easy, but not correct in Group’s opinion, solution for the
governments to finance these deficits. Nevertheless, such measures may affect INTRALOT’s financial
results.
Regulatory risk
The gaming industry is subject to extensive regulations and oversight and regulatory requirements vary
from jurisdiction to jurisdiction. Because of the broad geographical reach of INTRALOT’s operations, it is
subject to a wide range of complex gaming laws and regulations in the jurisdictions in which it is licensed
or operate. These regulations govern, for example, advertisement, payouts, taxation, cash and anti-money
laundering compliance procedures and other specific limitations, such as the number of gaming machines
in a given POS and their proximity to each other. Most jurisdictions require that INTRALOT be licensed. If
a license, approval or finding of suitability is required by a regulatory authority and INTRALOT fails to seek
or does not receive the necessary approval, license or finding of suitability, then it may be prohibited from
providing its products or services for use in the particular jurisdiction. INTRALOT relies on government
licenses in order to conduct its main business activities and termination of these licenses would have a
material adverse effect on Group revenue. Changes in regulatory environment in any particular jurisdictions
may have a material adverse impact on Group results, cash flows, business operations or prospects.
Technological changes
The gaming industry is characterized by rapidly changing technology and evolving industry standards. Many
of INTRALOT’s software and hardware products are based on proprietary technologies. INTRALOT’s
competitiveness in the future will depend on its ability to respond to technological changes and satisfy
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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future technology demands by developing or licensing innovative and appealing products in a timely and
cost-effective manner. INTRALOT invests significant financial resources in R&D efforts to develop innovative
products so as to compete effectively in the gaming markets.
Emerging markets risk
INTRALOT operates and offers its products and services in many countries, actively operating in rapidly
growing and emerging markets. Potential social, political, legal and economic instability in these markets,
such as the political turmoil in Turkey in 2016, may pose significant risks to the Group ability to conduct
its business and expand its activities in these markets. Although management believes its operations in
Turkey have not been affected, there can be no assurances such events will not have an impact in the
future.
Competition risk and margin squeeze
Intralot operates in a highly competitive industry and its success depends on its ability to effectively
compete with numerous domestic and foreign companies. Also, Intralot is heavily dependent on its ability
to renew its long-term contracts with its customers and could lose substantial revenue and profits if is
unable to renew such contracts or renew them with less favorable terms (profit margins, smaller range of
services, etc.) due to high competition during public tender process.
Environmental Sustainability
INTRALOT embodies environmental sustainability by identifying best practices and perform green initiatives
that align with its' values, in order to reduce its' environmental footprint. Paper and energy consumption are
the largest environmental impacts identified. INTRALOT is committed to reducing the amount of waste and
improve its' recycling rates. Additionally, it reduces the use of physical resources such as paper and ink by
reducing printing within the offices. INTRALOT is measuring its environmental impact in order to operate in a
more sustainable way in the future.
Other Operating Risks
•
risks posed by illegal betting (loss of market share),
•
changes in consumer preferences,
•
increased competition in the gaming industry,
•
non-renewal or termination of material contracts and licenses,
•
seasonality of sports schedules, and jackpots in lottery games,
•
player fraud,
•
exposure of the Group to risks related to the global economy and the economies of the countries in
which it operates,
•
inability of the Group to protect intellectual and industrial property rights over its technology and/or
to prevent the exploitation of this technology by third parties,
•
cybersecurity risks of the Group's technology or IT infrastructure
•
failure of the Group to fulfill its contractual obligations arising from the licenses and contracts it has
entered into.
MATERIAL TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES:
The most important transactions between the Company and its related parties as per IAS 24 are presented
on the table below:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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Group
Revenues
Expenses / Purchases of assets & inventories
(total operations)
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Intracom Holdings Group
0
14
302
2.926
Lotrich Information Co LTD
12.071
2.037
0
0
VSC
0
0
5.456
5.231
Hitay Group
276
152
6.755
741
Other related parties
200
378
4
69
Executives and members of
the board
0
0
6.029
7.680
Total
12.546
2.581
18.546
16.648
Revenues
Expenses / Purchases of assets
& inventories
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Intracom Holdings Group
0
14
309
3.017
Lotrich Information Co LTD
12.292
2.255
0
0
Intralot Finance UK LTD
7.624
2.581
17.001
17.384
Intralot Gaming Services Pty Ltd
0
0
0
0
Intralot Benelux B.V.
2.170
960
0
0
Intralot Inc
2.803
3.215
0
0
Bilyoner Interaktif Hizmelter A.S.
3.664
1.716
263
112
Intralot Global Holdings B.V.
16.770
879
0
0
Betting Company S.A
5.329
1.727
989
1.092
Intralot Gaming Services PTY
5.646
5.957
0
0
Intralot Maroc S.A.
1.675
1.623
378
-105
Intralot Adriatic DOO
4.196
3.265
0
224
Intralot Global Operations B.V.
832
238
692
1.166
Intralot Ireland LTD
1.511
1.651
48
126
Intralot New Zealand LTD
1.053
204
0
0
Other related parties
2.594
3.376
1.013
506
Executives and members of the board
0
0
4.828
4.972
Total
68.159
29.662
25.521
28.494
The above-mentioned related party transactions do not include purchase of Tangible / Intangible assets
(including Right of Use assets) & inventory for the Group (31/12/2022: € 2.233 thousand) and for the
company (31/12/2022: € 2.248 thousand).
From the company income in 2023, €7.585 thousand (2022: €1.993 thousand) refer to dividends, mainly
from the subsidiaries, Bilyoner AS, and Betting Company and also from the associate Lotrich Information Co
LTD.
The BoD and Key Management Personnel transactions and fees for the Group and the Company for the year
1/1/2023-31/12/2023 were €6,0 million and €4,8 million respectively (2022: €7,7 million and €5,0 million
respectively).
Group
Receivables
Provisions for doubtful
receivables
Payables
(total operations)
31/12/2023
31/12/2022
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Intracom Holdings Group
456
3.427
0
0
5.799
8.965
Lotrich Information Co LTD
10.623
982
0
0
0
0
VSC
4.155
4.559
0
0
0
0
Inver Club SA
565
1.317
0
-2
0
0
Hitay Group
3.743
1.350
0
0
1.025
47
Other related parties
654
1.624
-243
-242
0
-133
Executives and members of the
board
0
0
0
0
271
334
Total
20.195
13.259
-243
-244
7.095
9.213
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
83
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Company
Receivables
Provisions for doubtful
receivables
Payables
31/12/2023
31/12/2022
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Intracom Holdings Group
0
2.707
0
0
471
3.579
Intralot International Ltd
12.830
12.825
0
0
2
17
Betting Company S.A
1.807
3.462
0
0
0
5.984
Intralot Global Holdings B.V.
17.637
878
0
0
4.142
4.142
Intralot Gaming Services PTY
1.324
1.753
0
0
37
39
Lotrom S.A.
1.663
1.663
0
0
12.668
12.733
Intralot Inc
1.787
2.178
0
0
8
0
Intralot Finance UK LTD
9.662
4.139
0
0
154.709
267.309
Lotrich Information Co LTD
10.623
982
0
0
0
0
Intralot Maroc S.A.
6.125
8.331
0
0
175
1.068
Intralot Global Operations B.V.
4.490
8.018
0
0
1.801
4.880
Intralot Adriatic DOO
12.634
9.621
0
0
14
12
Intralot Benelux B.V.
1.971
1.498
0
0
1.454
3
Bilyoner Interaktif Hizmelter AS
0
0
0
0
3.700
1.195
Intralot Iberia Holdings S.A.
714
829
0
0
1.428
632
Other related parties
2.228
2.342
-463
-463
389
422
Executives and members of the
board
0
0
0
0
233
260
Total
85.497
61.225
-463
-463
181.231
302.275
ALTERNATIVE PERFORMANCE MEASURES (“APM”)
The Group uses Alternative Performance Measurements ("APM") in decision-making regarding its financial,
operational and strategic planning as well as for the evaluation and publication of its performance. These
APMs serve to better understand the financial and operating results of the Group, its financial position and
the cash flow statement. Alternative indicators ("APM") may not be comparable with similarly titled
measures presented by other companies, should always be taken into account in conjunction with the
financial results prepared in accordance with IFRS and under no circumstances replace them.
Definitions and reconciliation of APM
In the description of the Group's performance, "Adjusted” indicators are used:
•
Net sales after winner’s payout (GGR)
•
EBITDA, and
•
Net Debt
Net Sales after winners’ payout (GGR)
The “Net Sales after winners’ payout (GGR)” are calculated by subtracting the “Pay out” from “Sale
proceeds”. The relevant calculations are illustrated below:
GROUP
1/1-31/12/2023
1/1-31/12/2022
Sale proceeds
364.022
392.791
Winners' Pay out
-15.445
-48.867
Net sales after winners' payout (GGR)
348.577
343.924
Net Debt
Net debt is an APM used by the management to assess the capital structure of the Group. Net debt is
calculated by adding to "Long-term debt" the "Long-term lease liabilities" the "Short-term debt" and the
"Short-term lease liabilities" and deducting from total the “Cash and cash equivalents”.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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GROUP
31/12/2023
31/12/2022
Long-term loans
182.132
558.929
Long-term lease liabilities
11.104
11.424
Short-term loans
247.182
17.774
Short-term lease liabilities
4.726
4.698
Total Debt
445.144
592.825
Cash and cash equivalents
-111.915
-102.366
Net Debt
333.229
490.459
Lending of discontinued operations
0
0
Cash and cash equivalents
0
0
Net Debt (adjusted)
333.229
490.459
EBITDA from continuing operations
129.456
122.871
Leverage
2,57
3,99
EBITDA
International Financial Reporting Standards (IFRS) do not define the content of the “EBITDA” & “EBIT”. The
Group taking into account the nature of its activities, defines “EBITDA” as “Operating Profit/(Loss) before tax”
adjusted for the figures “Profit/(loss) from equity method consolidations”, “Profit/(loss) on net monetary
position”, “Exchange Differences”, “Interest and similar income”, “Interest and similar expenses”,
“Income/(expenses) from participations and investments”, “Write-off and impairment loss of assets”,
“Gain/(loss) from assets disposal”, “Reorganization costs” and “Assets depreciation and amortization”. Also,
the Group defines “EBIT” as “Operating Profit/(Loss) before tax” adjusted for the figures “Profit/(loss) from
equity method consolidations”, “Profit/(loss) on net monetary position”, “Exchange Differences”, “Interest
and similar income”, “Interest and similar expenses”, “Income/(expenses) from participations and
investments” ,“Write-off and impairment loss of assets” and “Gain/(loss) from assets disposal”.
Reconciliation of operating profit before tax to EBIT and EBITDA
(continuing operations):
GROUP
1/1-31/12/2023
1/1-31/12/2022
Operating profit/(loss) before tax
33.557
29.765
Profit / (loss) to net monetary position
-7.172
-15.380
Profit / (loss) from equity method consolidations
-235
-256
Exchange Differences
214
430
Interest and similar income
-6.087
-2.194
Interest and similar expenses
41.756
38.911
Income/(expenses) from participations and investments
-1.683
887
Gain/(loss) from assets disposal, impairment loss and write-off of assets
1.205
-577
EBIT
61.555
51.586
Depreciation and amortization
67.901
70.063
Reorganization costs
0
1.223
EBITDA
129.456
122.871
From the information stated above and from the Financial Statements you are able to have a complete
picture of the Group for the year 1/1/2023 - 31/12/2023.
Peania, 29/3/2024
Sincerely,
Chairman of the Board of Directors
and Group CEO
Sokratis P. Kokkalis
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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Explanatory Report on Article 4 par. 7 & 8 of L. 3556/2007
1. Share capital structure.
The share capital of the Company currently amounts to one hundred and eighty-one million two hundred and
twenty-eight thousand six hundred and eighty-six euros and thirty cents (€181.228.686,30), divided into six
hundred and four million ninety-
five
thousand six hundred and twenty-one (604.095.621) registered shares
with a nominal value of thirty cents (€ 0,30) each.
All of the Company’s shares are admitted to trading on the Main Market of the Athens Stock Exchange, in
the “Travel & Leisure / Casinos & Gambling” Sector. The Company’s shares are common registered shares
with a voting right.
2. Restrictions on the transfer of the Company’s shares.
Shares in the Company may be transferred in accordance with the law and the Company’s Articles of
Association do not contain any restrictions on transfer.
3. Major direct or indirect participation pursuant to Articles 9 to 11 of L. 3556/2007.
“CQ Lottery LLC”, held 26,861% of the Company’s share capital as of 31.12.2023. “CQ Lottery LLC” is a
company controlled by “The Queen Casino & Entertainment Inc.”, which is a company controlled by “SG CQ
Gaming LLC”, which is a company controlled by “Standard General GP LLC”, which in turn is controlled by
“Acme Amalgamated Holdings, LLC”, which is ultimately controlled by Mr. Soohyung Kim.
As of 31.12.2023, Mr. Sokratis Kokkalis directly held 0,0003% and indirectly held 20,502% of the
Company’s share capital through the successively controlled companies:
-
“Κ
-GENERAL INVESTMENTS AND SYSTEMS SINGLE MEMBER HOLDINGS SOCIÉTÉ ANONYME” (distinctive
title “K-SYSTEMS”), whose sole shareholder is Mr. Sokratis Kokkalis indirectly holds 20,502%.
- “ALPHACHOICE SERVICES LIMITED”, a company controlled by “
Κ
-GENERAL INVESTMENTS AND SYSTEMS
SINGLE MEMBER HOLDINGS SOCIÉTÉ ANONYME” (distinctive title “K-SYSTEMS”) holds 19,931%, and
- «CLEARDROP HOLDINGS LIMITED», a company controlled by “
Κ
-GENERAL INVESTMENTS AND SYSTEMS
SINGLE MEMBER HOLDINGS SOCIÉTÉ ANONYME” (distinctive title “K-SYSTEMS”) holds 0,571%.
INTRACOM HOLDINGS, held 7,135% of the Company's share capital as of 31.12.2023.
No other natural person or legal entity owns more than 5% of the Company's share capital.
4. Shareholders with special control rights (all types of shares).
Corporate shares, which confer special control rights to their holders, have not been issued.
5. Restrictions on voting rights.
The Company’s Articles of Association do not provide for restrictions on voting rights.
6. Agreements between the Company’s Shareholders.
The Company has no notion of agreements between its shareholders that may result in restrictions both
on the transfer of shares and on the exercise of the related voting rights.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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7. BoD members’ appointment rules and replacement; Amendment of the Articles of Association
of the Company.
The provisions of the Company's Articles of Association regarding the appointment and replacement of
members of the Board of Directors, as well as the amendments to the provisions of the AoA, are in
compliance with Law 4548/2018.
8. BoD or BoD member responsibility for the issuance of new shares or the purchase of own
shares.
The Board of Directors of INTRALOT has the authority to issue new shares in the following cases:
a. According to Article 5 § 2 and 3 of the Articles of Association of the Company:
“2. Without prejudice to the provisions of par. 3 of this Article, it is decided herewith that the Company's
Board of Directors is entitled upon relevant authorization of the General Meeting of the Company's
Shareholders, to make a decision by the majority of two thirds (2/3) of all its members and to increase
the Company's share capital, wholly or partly, by issuing new shares for an amount which cannot exceed
three times the amount of the share capital which was paid up on the date when such power and authority
was granted to the Board of Directors. The above decision of the General Meeting of the Company's
Shareholders is subject to publication in accordance with the provisions of Article 13 of L. 4548/2018.
The above power and authority of the Board of Directors can be renewed by the General Meeting of the
Company's Shareholders for a period of time not exceeding a five-year period for each renewal, while it
becomes effective after the expiration of each five-year period.
3
.
Any decision to increase the Company's share capital made in accordance with the provisions of par. 2
of this Article constitutes a modification of the Company's Articles of Association″.
By the decision of the Ordinary General Mee ng of the Company’s Shareholders dated 30.8.2023, the Board
of Directors of the Company was granted the right to decide on the increase of the Company’s share capital
by an amount not exceeding the 100% of the paid-up share capital, i.e. to increase it by up to €111.401.100
(nominal capital).
Pursuant to this, the Board of Directors at its meeting of 30.10.2023 decided to increase
the Company’s share capital by €69.827.586,30. The increase was completed on 01.11.2023.
The above
power and authority granted by the General Mee ng to the Board of Directors was valid for six (6) months
from the date of the decision of the General Mee ng, i.e. un l 29.02.2024 and since then the Board of
Directors has no right to decide on
the increase of the Company’s share capital.
b. In cases referred to in Article 26 of the L. 4548/2018 and Article 113 of L.4548/2018 and in accordance
with the Article 7 § 3 and 4 (granting of stock option rights) of the Company's Articles of Association, where
the following are defined:
“
3
.
In any case of increase of the Company's capital, which is not made by way of contribution in kind as
well as in the case of issue of bonds convertible into shares, the shareholders of the Company at the time
of issue of the new shares have a pre-emption right as regards the acquisition of all new shares or the
participation in the bond loan, on a pro-rata basis, according to the number of shares they already own.
The pre-emption right should be exercised within the deadline set by the Company's body which decided
on the increase. Such deadline can under no circumstances be less than fourteen (14) days, without
prejudice to the provisions regarding deadline for payment of the share capital, as specified in Article 20 of
L.4548/2018. In case of paragraph 2 of Article 25 of L.4548/2018, the deadline set for the exercise of the
pre-emption right starts as of the date when the relevant decision of the Board of Directors was made
regarding determination of the price of disposal of the new shares. After the expiration of such deadlines,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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the shares which have not been paid according to everything specified hereinabove, shall be disposed of
by the Company's Board of Directors at its discretion at a price which cannot be less than the price paid by
the shareholders at the time of the increase. In the event that the Company's body which decided on the
increase of the capital fails to set the deadline for the exercise of the pre-emption right, then such deadline
or any extension thereof, is set upon decision of the Company's Board of Directors within the period of time
specified in Article 20 of L. 4548/2018.
The invitation regarding the exercise of the pre-emption right should also specify the deadline for the
exercise of such right and is subject to publication by the Company in the Government Gazette. Without
prejudice to the provisions of paragraph 2 of Article 25 of L. 4548/2018, the invitation regarding the
exercise of the pre-emption right and the notification regarding the deadline set for the exercise of the pre-
emption right, according to everything specified hereinabove, may be omitted, provided that shareholders
representing the entire share capital were present in the meeting and provided that they were notified of
the deadline set for the exercise of the pre-emption right or declared that they have decided whether they
shall exercise or not the pre-emption right. The publication of the invitation may be replaced by a registered
letter, return receipt requested.
Upon decision of the General Meeting of the Company's Shareholders made in accordance with the
provisions of paragraphs 3 and 4 of Article 130 and paragraph 2 of Article 132 of L. 4548/2018, the pre-
emption right specified in Article 26 of L. 4548/2018, may be limited or abolished. Such decision can only
be made in the event that the Company's Board of Directors has submitted to the General Meeting of the
Company's Shareholders a written report specifying the reasons why the pre-emption right should be
curtailed or abolished and justifying the price which is suggested for the issue of the new shares. The
decision of the General Meeting is subject to publication. There is no case of exclusion from the pre-emption
right, according to everything specified in the previous paragraph, when shares are taken by credit
institutions or by companies providing investment consulting services, which are entitled to accept title
deeds for safeguarding, according to everything specified in the previous paragraph, and in order to offer
them to the shareholders, in accordance with the provisions of paragraph 1 of Article 26 of L. 4548/2018.
In addition, there is no case of exclusion from the pre-emption right, when the capital increase is intended
to give employees a holding in the Company's share capital in accordance with Articles 113 and 114 of L.
4548/2018. The Capital may be increased, in part, by contributions in cash and, in part, by contribution in
kind. In this case, the competent body which decides on the increase should declare that the fact that
shareholders who contribute in kind do not participate in the increase, which is made by contribution in
cash too, does not constitute an exclusion of theirs of the pre-emption right, if the percentage of
contributions in kind in comparison to the entire amount of increase is at least equal to the percentage of
the share capital owned by those shareholders, who make the said contributions. In case of increase of the
capital partially by contribution in cash and partially by contribution in kind, the value of contributions in
kind should have been assessed, in accordance with the provisions of Articles 17 and 18 of L. 4548/2018,
before any relevant decision is made.”
“4.
Upon decision of the General Meeting of the Company's Shareholders made, in accordance with the
provisions of paragraphs 3 and 4 of Article 130 and paragraph 2 of Article 132 of L.4548/2018, a plan may
be prepared for the disposal of shares to the members of the Board of Directors and to the personnel of
the Company and of other affiliated companies as defined in Article 32 of L.4308/2014, in the form of a
pre-emption right (option), on the terms and conditions of such decision, while a summary of such decision
is subject to publication. Persons who provide services to the Company on a regular basis can also be
designated as beneficiaries in the above plan. The nominal value of shares, which are disposed of according
to the provisions of this paragraph, can under no circumstances exceed one tenth (1/10) of the share
capital, which was
paid up on the date when such decision was made by the General Meeting of the
Company's Shareholders. The decision of the General Meeting of the Company's Shareholders specifies
that, in order to satisfy the legal requirements with regard to the pre-emption right, the Company will
increase its share capital or will use shares, which are acquired or have been acquired by the Company, in
accordance with the provisions of Article 49 of L. 4548/2018. In any case, the decision of the General
Meeting of the Company's Shareholders should specify the highest number of shares which may be acquired
or issued, in the event that the beneficiaries shall exercise the above mentioned right of theirs, the price
and the terms and conditions for disposal of the shares to the beneficiaries, the beneficiaries or the
categories of beneficiaries and the method used for the determination of the price of acquisition thereof,
without prejudice to the provisions of paragraph 2 of Article 35 of L. 4548/2018, the duration of the plan
as well as any other relevant term and condition. According to the same decision the beneficiaries or the
categories of beneficiaries, the way of exercise of the pre-emption right and any other term and condition
related to the plan for the disposal of shares. According to the terms and conditions of the plan, the
Company's Board of Directors issues for the beneficiaries who exercised their right certificates proving that
they have acquired shares and every three months maximum, it delivers the shares which have already
been issued or are issued and it delivers the shares to the above named beneficiaries, by increasing the
Company's share capital, while it confirms the increase of the share capital. The decision of the Company's
Board of Directors confirming the payment of the amount of increase should be made every three months,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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in deviation of the provisions of Article 20 of L. 4548/2018. The provisions of Article 26 of L. 4548/2018 do
not apply to those capital increases.
Upon decision made, in accordance with the provisions of paragraphs 3 and 4 of Article 130, and paragraph
2 of Article 132 of L. 4548/2018, which is
subject to publication, in accordance with the provisions of Article
12 of L.4548/2018, the General Meeting of the Company's Shareholders is
entitled to authorize the
Company's Board of Directors to prepare a plan for the disposal of shares, according to the provisions of
the previous paragraph, by increasing the share capital, if necessary, and by making all other relevant
decisions. Such authorization is valid for five (5) years, unless the General Meeting of the Company's
Shareholders shall determine that it is valid for a shorter period of time and that it is irrelevant to the
powers and authorities of the Company's Board of Directors, specified in paragraph 1 of Article 24 of L.
4548/2018. The resolution of the Company's Board of Directors shall be passed under the terms of Article
113 of L. 4548/2018. The above do not apply where the plan for the disposal of shares has been included
in the approved remuneration policy.
With respect to the disposal of shares to members of the Board of Directors and/or employees of the
Company or its associated companies as defined in Article 32 of L. 4308/2014 free of charge, the provisions
of Article 114 of L. 4548/2018 shall apply.″
c. Pursuant to the current Law 4548/2018, Article 49, the Company may decide to acquire its own shares.
INTRALOT S.A., pursuant to Article 49, L. 4548/2018, and based on the relevant resolution of the Ordinary
General Meeting of the Company’s Shareholders dated 29.05.2020, approved a buyback program of up to
10% of the paid-up share capital, for the time period of 24 months with effect from 29.05.2020 and until
29.05.2022, with a minimum price of €0,30 and a maximum price of €12,00. It also approved that the own
shares acquired, if any, may be distributed to the employees of the Company and its affiliates and/or
retained for the future acquisition of shares of another company.
During the year 2022 the Company canceled 3.724.936 own shares and no longer holds any own shares.
9. Key agreement entered into by the Company that will take effect, be modified or terminate
upon a change of control of the Company following a public offer and the effect of such
agreement.
Some of the contracts of the INTRALOT Group include Change of Control clauses, which give the
counterparty state authority the right to check the persons acquiring a significant stake in the company
that manages the project and/or in the Parent Company, and/or the right to terminate the contract in the
event of significant findings as to the suitability of these persons.
In addition, the Group’s subsidiary, Intralot Capital Luxembourg S.A. (the “Issuer”) has issued a common
bond loan in the principal amount of €500.000.000 maturing in 2024 (the “Facility”), the outstanding
balance of which, after repayments, amounts to €99.568.000 as of 15.3.2024. Under the terms of the
Facility, in the event of a Change of Control, the holders of the bond loan are given the right to request the
Issuer to redeem the bonds held by them, or part thereof, at 101% of their nominal value plus accrued
interest up to the payment date. Within 30 days from the date of the Change of Control, the Issuer (or the
Parent Company) is obliged to inform the investing public about the occurrence of the Change of Control.
A Change of Control under Facility B is defined as (1) the direct or indirect sale, transfer or other action
having a similar effect of all or substantially all of the assets of the Parent Company and its subsidiaries to
any third party, (2) the dissolution and liquidation of the Parent Company, (3) any transaction that would
result in any third party (i.e., a Non-Permitted Holder) acquiring more than 35% of the voting rights in the
Parent Company without the Permitted Holders having a larger percentage of voting rights at the same
time; and (4) the replacement of the majority of the members of the Board of Directors of INTRALOT S.
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A., within a period of two years, with members not approved by the Board of Directors, as constituted on
the date of issuance of the above bond loan, or by one or more of the Permitted Holders.
In addition, the Group’s subsidiary in the United States, “Intralot, Inc.”, signed on July 28, 2022 a Credit
Agreement (the “Credit Agreement”) with KeyBank National Association Inc. as Administrative Agent and
Issuing Lender and a syndicate of U.S. financial institutions for a 3-year Term Loan of $230.000.000 plus
a committed Revolving Credit Facility (RCF) of $50.000.000. From the amounts of the Credit Agreement,
Intralot Inc. repaid in full the Senior Notes due in 2025 of a common bond loan in the aggregate principal
amount of USD254.042.911 issued in 2021. Under the terms of the Credit Agreement, in the event of a
Change of Control, “Intralot, Inc.” will repay the amounts under the Credit Agreement. Under the terms of
the Credit Agreement a change of control is defined as the following: (1) the Permitted Holders are not
holding, in aggregate, the 51% of the voting rights in “Intralot, Inc.”, directly or indirectly, (2) during 12
consecutive months, the majority of the members of the Board of Directors are not persons who were
members on the first day of such period or persons designated by the originally existing members, (3) a
change of control as it may be defined in a Material Debt Agreement i.e. of an amount exceeding the
$20,000,000.
In addition, on 27.2.2024, INTRALOT issued a five-year Common Bond Loan of €130.000.000, the bonds
of which were admitted for trading in the Fixed Income Securities Category of the Regulated Market of the
Athens Stock Exchange. According to the aforementioned Common Bond Loan Program, in the event of a
change of control, INTRALOT will repurchase the bonds at 101% of their nominal value plus accrued and
unpaid interest, as well as any expenses and taxes until the date of the mandatory repurchase event. A
Change of Control under the above Program is defined as the occurrence of any of the following events:
(1) the acquisition in any way of more than 33,3% of the voting rights of INTRALOT by a person or persons
acting jointly and in concert, other than the existing investors Mr. Sokratis Kokkalis and Mr. Soohyung Kim
or their accepted successors, or (2) a reduction of the joint direct or indirect shareholding and/or voting
rights of the above persons to an aggregate percentage of less than 20% of the shares and voting rights
of INTRALOT, or (3) the acquisition in any way of the control of INTRALOT by any person other than the
above, or (4) a reduction of the total direct and/or indirect shareholding and/or voting rights held by
INTRALOT in its subsidiary Intralot Global Holdings BV to less than 100%.
On March 28, 2024, INTRALOT announced the completion of the process of issuing a Syndicated Bond Loan
of up to €100 million with a consortium of five Greek banks, organized by Piraeus Bank and National Bank,
while the disbursement of the total amount provided by the Contract took place on the same day. Also, on
March 29, 2024, INTRALOT announced its decision to proceed on April 9, 2024, with the early full repayment
in principal amount of €99.568.000, plus interest, of the outstanding bonds of 5,250% issuance by its
subsidiary Intralot Capital Luxembourg SA, maturing in September 2024. The total amount will be repaid with
the funds raised from the aforementioned Syndicated Bond Loan Agreement, based on the anticipated uses
outlined therein. With this repayment, the entire aforementioned bonds maturing in September 2024 will be
fully redeemed.
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10. Any agreement between the Company and members of its Board of Directors or its
employees that provides for compensation in the event of an unjustified resignation or dismissal
or termination of mandate/employment due to a public offer.
There are no agreements between the Company and the members of its Board of Directors or its employees
providing for compensation in the event of an unjustified resignation or dismissal or termination of
mandate/employment due to a public offer.
CORPORATE GOVERNANCE STATEMENT
Ι. Reference to the
Corporate Governance Code the Company is subject to and the
location where this Code is available to the public.
This Corporate Governance Statement constitutes a special part of the Annual Report of the
Board of Directors, according to the provisions of articles 152 and 153 of L 4548/2018.
The institutional framework governing the Company’s operation and obligations is L. 4548/2018
on the reform of the law of sociétés anonymes and L. 4706/2020 on corporate governance. As
a listed company in the Athens Stock Exchange, the Company has additional obligations in
respect of the individual sections of governance, investors, and supervisory authorities’
information, etc. The principal laws describing and imposing the additional obligations are L.
4706/2020 and the Hellenic Capital Market Commission decisions and circulars issued by
delegated authority of the law (decisions no. 1Α/890/18.09.2020, 1/891/30.09.2020 as
amended and in force, 2/905/3.3.2021, circular 60/18.9.2020), 425/21.02.22 and 784/20.03.23
documents of the Hellenic Capital Market Commission to listed companies with caveats,
clarifications and recommendations, L. 3556/2007, L. 4374/2016, the ATHEX Exchange
Rulebook, the provisions of article 44 of L. 4449/2017 (Audit Committee), as amended by article
74 of L. 4706/2020 and in force, in conjunction with the caveats, clarifications and
recommendations of document No. 1149/17.05.2021 of the Hellenic Capital Market Commission,
as well as decision no. 5/204/14.11.2000 of the BoD of the Hellenic Capital Market Commission,
as in force.
The Company took care for the timely adjustment of its corporate governance
framework to the provisions of L. 4706/2020, as well as to the decisions of the Hellenic Capital
Market Commission, that were issued by delegated authority of said law. The meeting of
30/06/2021 of the Board of Directors adopted the Hellenic Corporate Governance Code (June
2021 edition) of the Hellenic Corporate Governance Council (HCGC) (hereinafter referred to as
the “Code”). The Code is available on the Company website http ://www.intralot.com along with
its English translation. During 2021, the Company complied with the provisions of the above
Code, with the deviations stated below., while it intends to adopt appropriate policies and
proposals to minimize existing deviations from the provisions of the Code.
The Company monitors developments in the applicable framework as well as best practices in
the field of corporate governance to ensure not only its compliance with the applicable
institutional framework, but also the development of policies, values and principles governing its
operations, ensuring transparency, and safeguarding the interests of shareholders and all
stakeholders.
ΙΙ Reference to corporate governance practices applied by the Company in addition to
provisions of the law, and reference to the location where they are published.
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The Company does not apply any other practices in addition to the provisions of the applicable
legal framework related to corporate governance.
ΙΙI. Deviations from the Corporate Governance Code
Hellenic Corporate Governance Code
Explanation/Justification
for
the
Deviation from the Specific Practices of
the Hellenic Corporate Governance
Code
2.2.15 The company ensures that the
diversity criteria concern, in addition to
the members of the Board of Directors,
senior
and/or
senior
management
with
specific
representation objectives by gender,
as well as timetables for achieving
them.
The Company has not adopted a
specific diversity policy with regard to
gender balance for the senior and C-
level
executives.
However,
the
Company’s Code of Conduct states that
it operates under fair and lawful human
resource
management
procedures
without d
iscrimination on the basis of
age, race, gender, color, national
origin, religion, health, political or
ideological
views,
or
other
characteristics of employees protected
by
laws
and
regulations.
The
Company’s objective is the fair and
equitable treatment
of all employees,
including
their
improvement
and
development. The Company estimates
that it will take considerable time to
study, formulate and adopt diversity
criteria
for
the
senior
and
top
management.
It is estimated that there is no risk from
this deviation for as long as it exists.
2.2.21 The Chairman shall be elected
by the independent non-executive
members.
In the event that the Chairman is
elected
by
the
non-executive
members, one of the independent non-
executive members shall be appointed,
either as vice-Chairman or as a senior
independent
member
(Senior
Independent Director)
2.2.22.
The
independent
non-
executive Vice-
Chairman or Senior
Independent
Director
shall,
as
appropriate,
have
the
following
responsibilities:
To support the Chairman, to act as a
The Board of Directors has appointed a
Chairman, who is an Executive Member
of the Board, and a Non-Executive Vice
Chairman, who is not an Independent-
Non-
Executive Member of the Board,
but due to his long experience and
involvement in the Company’s business
activities as a former CEO/General
Manager of the Company for more than
twenty years, he contributes to the
adequate information of the Non-
Executive Members ensuring their
effective
participation
in
the
supervision
and
decision-making
process. With the above procedure, the
Company believes that the effective
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liaison between the Chairman and the
members of the Board of Directors, to
coordinate
the
independent
non-
executive members and lead the
evaluation of the Chairman.
and productive operation of the Board
of Directors has been ensured.
2.4.14 The contracts of the executive
members of the Board of Directors
provide that the Board of Directors may
require the refund of all or part
of the bonus awarded, due to breach of
contractual terms or incorrect financial
statements of previous years or
generally based on incorrect financial
data, used for the calculation of this
bonus.
There is no such clause in the contracts
of two of the three executive members
of the Board. These contracts were
concluded on a date prior to the entry
into force of the Hellenic Corporate
Governance Code. Accordingly, such a
search may be made on the basis of the
general provisions of Greek private law.
In the contract of the third executive
member, concluded on a subsequent
date, and after the entry into force of
the Hellenic Corporate Governance
Code, there is a relevant provision.
It is considered that there is no risk
from this deviation.
3.1.5 The Chairman shall work closely
with the Chief Executive and the
Corporate Secretary to prepare the
Board of Directors and to fully inform
its members.
The positions of Chairman and CEO
coincide in the same person who is in
close cooperation with the Company
Secretary. It is considered that there is
no risk from this deviation.
ΙV. Description of the main attributes of the Company’s and the
companies included in
the consolidated financial statements taken as a total, internal audit, and risk
management systems, in relation to the process of financial reports drafting.
The BoD maintains an effective internal audit system whose purpose is to safeguard the
investments and assets of the Company and to identify and resolve major risks. The internal
audit system is defined as the set of procedures implemented by the Board of Directors, the
Management, and the employees of the Company, and aims to ensure the effectiveness and
efficiency of corporate operations, the accuracy of financial reporting and the compliance with
applicable legislation and regulations.
The Board of Directors monitor and regularly review the implementation of corporate strategy.
At the same time, it should regularly review the main risks faced by the company and the
effectiveness of the internal audit system regarding the management of said risks. The review
should comprise all vital audits, including financial and operational audits, compliance testing
and the monitoring of risk management systems. The Board of Directors, through the Audit
Committee, also develops direct and regular contact with external and internal auditors in order
to receive regular updates from the latter in relation to the proper operation of the control
system.
The Board of Directors must certify in writing that the annual and interim financial statements
reflect objectively the financial position of the company and the companies included in the
consolidated financial statements taken as a total. This certification should follow the
corresponding certification by the Company auditors.
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The Board of Directors is responsible for the presentation of all significant business risks related
to the operation of the company and the companies included in the consolidated financial
statements taken as a total, providing explanations where it deems necessary, in the preparation
of annual and interim financial statements. All published interim and annual financial statements
include all necessary information and disclosures on the financial statements, in accordance with
International Financial Reporting Standards, as adopted by the European Union, reviewed by the
Audit Committee, and approved in their entirety respectively by the Board of Directors. The
preparation of internal reports to the Management and the reports required by L.4548/2018, the
International Financial Reporting Standards and the supervisory authorities is done by the
Financial Management, which has the appropriate and experienced executives for this purpose.
The Management ensures that these executives are properly informed about the changes in the
accounting and tax issues concerning the Company and the Group.
The Internal Audit Unit has been appointed in accordance with the requirements of the Greek
legislation, has been sufficiently staffed and assesses the adequacy of internal controls. The
Internal Audit Unit is independent from other business units, and in the fulfillment of its duties,
all documents, divisions, and employees must be made available to it. The Internal Audit Unit
reports to the Audit Committee of the Board of Directors. The Internal Audit Unit operates in
accordance with a program established by it and approved by the Audit Committee and the
Board of Directors and submits reports on a three-month basis before the publication of financial
information.
Responsibilities
The Head of Internal Audit has the responsibility to:
• Submit, at least annually, to the BoD Audit Committee a risk-based internal audit plan for
review and approval.
• Communicate to Senior Management and the BoD Audit Committee the impact of resource
limitations on the internal audit plan.
• Review and adjust the internal audit plan, as necessary, in response to changes in Intralot
Group’s business, risks, operations, systems and controls.
• Communicate to Senior Management and BoD Audit Committee any significant interim changes
to the internal audit plan.
• Ensure each engagement of the internal audit plan is executed, including the establishment of
objectives and scope, the assignment of appropriate and adequately supervised resources, the
documentation of work programs and testing results, and the communication of engagement
results with applicable conclusions and recommendations to appropriate parties.
• Draft Audit Reports embedding the findings, the risks, and respective recommendations for
improvement, along with the auditees' Management response, i.e. the mutually agreed
corrective actions (Action Plan) with predetermined deadlines or equivalent measures and/or the
acknowledgment of particular risks (Risk Acceptance), and the finalized audit conclusions, which
are issued and distributed to the Senior Management. The approved remedial actions which
address the findings identified in the Audit Reports must be completed by the auditees, within
agreed deadlines. The Internal Audit Unit monitors and evaluates the proper implementation
and completion of all the restorative measures required to mitigate the corresponding risks,
through follow up audit procedures.
• Report periodically to Senior Management and the BoD Audit Committee any corrective actions
not effectively implemented.
• Ensure the Internal Audit Unit collectively possesses or obtains the knowledge, skills, and other
competencies needed to meet the requirements of the Internal Audit Unit Charter.
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• Ensure trends and emerging issues that could impact Intralot Group are considered and
communicated to Senior Management and the Audit Committee as appropriate.
Furthermore, the Internal Audit Unit:
• Monitors and evaluates of the implementation of the Company’s Internal Regulation and the
system of internal controls, particularly concerning the adequacy and accuracy of the financial
and non-financial information, the risk management, the regulatory compliance, and the Code
of Corporate Governance adopted by the Company.
• Monitors the compliance with the Articles of Association and, in general, the legislation
governing the Company, particularly the stock market and Société Anonyme companies’
legislation.
• Provides assurance on the compliance with the commitments outlined in Company’s press
releases and business plans concerning the utilization of the funds raised from the regulated
stock market.
Moreover, the Head of Internal Audit:
• Reports to the Board of Directors of cases of conflict of interest between the members of the
Board of Directors or the management executives and the Company, detected during the
performance of his/ her duties.
• Communicates to the BoD Audit Committee of the audit results at least quarterly.
• Discloses any information requested in writing by the Supervisory Authorities, collaborates
with them and facilitates their monitoring, audit and supervising activities in every possible way.
• Is also present at the General Assembly Meetings of the Shareholders.
The members of the Board of Directors, through the Audit
Committee and the Internal Audit
Unit, are ultimately responsible for ensuring the adequacy and effectiveness of the internal
control system and the monitoring and supervision of its effective implementation. The
Management of the Company is responsible for the development of a strategy for the Board of
Directors as regards a secure internal control system.
The Internal Audit Unit adopting a systematic and professional approach to the improvement of
the effectiveness of risk management procedures, internal audit systems and corporate
governance.
Specifically:
•
Risks be identified and managed effectively.
•
Resources (assets) of the Company be protected and used efficiently.
•
Financial and management reporting be reliable, accurate and current.
•
Employees comply with the policies, procedures, and standards of the Company.
•
Company conformance with the regulatory framework governing its operation.
•
The Internal Audit Unit, throughout the audit process, presents proposals aiming to
continuously improve internal control systems in order to achieve high productivity
and efficiency.
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The Company, by decision of its Board of Directors, has entrusted Grant Thornton Chartered
Accountants Management Consultants with the project “Provision of Internal Control System
Evaluation Services”, in order to evaluate the adequacy and effectiveness of the Internal Control
System (“ICS”) of the Company “INTRALOT S.A.” and its significant subsidiaries, INTRALOT INC.
GROUP and INTRALOT AUSTRALIA GROUP as of the reporting date of 31/12/2022, in accordance
with the provisions of Paragraph 3 (j) and para. 4 of article 14 of Law No. 4706/2020 and
Resolution 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market
Commission, as applicable (the “Regulatory Framework”).
This evaluation of the Internal Control System was successfully completed in March 2023 and
covered the following items: The Control Environment, the Risk Management, the Control
Mechanisms and the Safeguards, the Information and Communication System and the
Monitoring of the Company’s Internal Control System.
The Conclusion of the Independent Evaluator, namely Ms. Athina Moustaki, Certified Public
Accountant with registration number 28871 and Partner of Grant Thornton which is included in
the final report on the evaluation of the adequacy and effectiveness of the ICS dated 28/03/2023
concludes that from the work performed and the evidence obtained on the evaluation of the
adequacy and effectiveness of the ICS of the Company and its significant subsidiaries, no
weaknesses were identified that could be considered as material weaknesses in the ICS of the
Company and its significant subsidiaries in accordance with the Regulatory Framework.
The
Company submitted the corresponding report to the Hellenic Capital Market Commission in
accordance with the applicable provisions. The Company is implementing improvement
proposals in relation to non-material weaknesses of the Internal Control System identified by
the independent evaluator in the course of her work.
This result is another confirmation that the Company is in continuous compliance with the
legislative and regulatory framework governing the Internal Audit System and adopts best
practices in order to ensure the lawful and proper operation of the Internal Control System of
the Company and its major subsidiaries.
V. Information demanded by article 10 par. 1 of Directive 2004/25/EK of the European
Parliament and Council.
The information demanded by article 10 par. 1 of Directive 2004/25/EK of the European
Parliament and Council is included, according to article 4 par. 7 of L. 3556/2007, in the
Explanatory Report which comprises part of the Annual Report of the Board of Directors.
VI. Information regarding the function of the General Meeting of shareholders and its
main authorities, description of shareholders’ rights and of the manner in which they
are exercised.
The General Meeting of the Company's shareholders is the supreme body of the Company, and
it is entitled to decide on every Company issue as per L.
4548/2018.
The decisions of the
General Meeting shall also be binding on absent or dissenting shareholders.
The General Meeting of the Company's Shareholders is the sole competent body to decide on
the following issues:
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a) Modifications of the Articles of Association; Modifications include increases, regular or
extraordinary, and decreases of the share capital.
b) Election of members of the Board of Directors, and auditors.
c) The approval of the overall management as per article 108 of L.4548/2018 and the discharge
of auditors.
d) Approval of the annual and any consolidated financial statements.
e) Distribution of annual profits.
f) The approval of the provision of remuneration or advance payments as per article 109 of L.
4548/2018.
g) The approval of the overall remuneration policy as per article 110 of L. 4548/2018 and of the
remuneration report as per article 112 of L. 4548/2018.
h) The merger, splitting, transformation, revival, extension of the duration or the dissolution of
the Company, and,
i) Appointment of liquidators.
The General Meeting shall meet at the registered head office of the company or in the district of
another municipality within the district of the Company's registered head office or of another
municipality adjacent to the Company's registered head office or in the district of the municipality
where the registered head office of the Athens Stock Exchange is located. The General Meeting
can meet anywhere when shareholders with voting rights representing the entire capital are
present or represented in the meeting and no shareholder objects to the convening of the
meeting and to any decision-making.
With the exception of repetitive meetings, the invitation to the General Meeting must be
published at least twenty (20) full days before the day of the meeting.
The invitation to the General Meeting of the Company's Shareholders should clearly specify the
date and time of the meeting, the premises - exact address where the meeting shall take place
as well as the agenda items. It should also specify the shareholders being entitled to participate
in the meeting and any instructions as regards the way in which those shareholders shall
participate in the meeting and shall exercise their rights, in person or through a representative
or from a distance.
Furthermore, the invitation to the General Meeting should specify everything
provided for in paragraph 4 of article 121 of L.4548/2018 and be published in accordance with
the provisions of article 122 of L. 4548/2018. No other invitation to the repetitive meeting is
required, if the initial invitation specifies the place and date of the repetitive meeting, provided
that the repetitive meeting shall be convened at least five (5) full days after the meeting which
was adjourned.
Right to attend General Assemblies
Every shareholder is entitled to participate and vote in the General Meeting of the Company's
Shareholders either in person or through a representative, in accordance with the provisions of
articles 124 and 128 of L. 4548/2018.
Shareholders who have not complied with the deadline of paragraph 4, article 128 of L.
4548/2018 participate in the General Meeting unless the General Meeting refuses their
participation for serious cause justifying such refusal.
Quorum Majority
A quorum is present, and the General Meeting validly convenes on the items of the agenda,
when shareholders representing one fifth (1/5) of the paid up capital are present in person or
by proxy. If such quorum fails to be present in the first meeting, the General Meeting shall be
held again within twenty (20) days of the date of postponement, by invitation with notice of at
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least ten (10) days. The repetitive General Meeting is considered to have reached a quorum and
validly meets in order to discuss the initial agenda items regardless of the part of the paid-up
capital being represented therein. No other invitation to the repetitive meeting is required, if the
initial invitation specifies the place and date of the repetitive meetings, provided that the
repetitive meeting shall be convened at least five (5) full days after the meeting which was
adjourned.
The decisions of the General Meeting of the Company's Shareholders are made by an absolute
majority of votes being represented in the meeting.
Exceptionally, the General Meeting is considered to have reached a quorum and validly meets in
order to discuss the agenda items when shareholders representing at least one half (1/2) of the
paid-up capital are present or represented therein, and in order to make decisions related to:
a)
change of the Company's nationality,
b)
alteration of the Company’s object of activities,
c)
increase of the shareholders' obligations,
d)
regular capital increase, unless required by law or made through capitalization of reserves,
e)
the decrease of the capital unless it is made as per paragraph 5 of article 21 of L.
4548/2018 or paragraph 6 of article 49 of L. 4548/2018,
f)
alteration of the manner of distribution of profits,
h)
the merger, splitting, transformation, revival, extension of the duration or the
dissolution of the Company,
i)
the provision or renewal of power to the Board of Directors for a capital increase in
accordance with paragraph 2 of article 5 of the company’s statute, and
j)
any other case for which the law provides that the General Meeting decides with increased
quorum and majority.
In the case of the preceding paragraph, if the quorum required by the last subparagraph is not
reached, the General Meeting is invited and meets again within twenty (20) days from the
adjourned meeting, after an invitation of at least ten (10) full days in advance, and is in quorum
and meets validly on the issues of the original agenda when shareholders representing at least
one-fifth (1/5) of the paid up capital are present or represented therein. No other invitation to
the repetitive meeting is required, if the initial invitation specifies the place and date of the
repetitive meetings, provided that the repetitive meeting shall be convened at least five (5) full
days after the meeting which was adjourned.
Rights of the Shareholders
Shareholders have the right to attend General Meetings in person or by proxy, shareholder or
not. Each share entitles the owner to one vote.
Priority right
In case of increase of the Company’s share capital, when that increase is not happening by
contribution in kind or by issue of convertible bonds, priority rights for the entire new capital or
the bond issue, are granted to the shareholders at the date of issue, proportionate to their
holding in the existing share capital.
According to article 27 of L. 4548/2018, priority right of article 26 of L. 4548/2018 may be
limited or abolished, by decision of the General Meeting of Shareholders made by an increased
quorum and majority, pursuant to the provisions of articles 130 par. 3 and 4 and par. 2 of article
132 of L. 4548/2018.
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Minority rights
Upon request of shareholders representing one twentieth (1/20) of the paid-up capital, the
Company's Board of Directors is obliged to convene an Extraordinary General Meeting of the
Company's Shareholders, by setting the date of such meeting not later than forty-five (45) days
from the date when the relevant request was served upon the Chairman of the Board of
Directors.
The request should specify accurately the agenda items. In the event that the General
Meeting of the Company's Shareholders shall not be convened within twenty (20) days from the
service of the relevant request, then it should be convened by the shareholders who submitted
the above request at the expense of the Company, by virtue of a judgment of the Single-Member
First Instance Court in the district where the Company's registered head office is located and
such judgment should be issued according to the proceedings of interim and precautionary
measures
and it should specify the place and time of the General Meeting and the agenda items.
Upon request of shareholders representing one twentieth (1/20) of the paid-up capital, the
Company's Board of Directors is obliged to add to the existing agenda items of the General
Meeting of the Company's Shareholders which has already been convened any other items,
provided that the relevant request has been submitted to the Company's Board of Directors at
least fifteen (15) days prior to the General Meeting. Those items which shall be added should be
published or should be communicated by the Company's Board of Directors, according to the
provisions of article 122 of L. 4548/2018, at least seven (7) days prior to the General Meeting.
The request to add those additional items to the existing agenda items should also specify the
respective reasons or it should contain a draft decision which should be approved by the General
Meeting of the Company's Shareholders, while the revised agenda items should be published
according to everything provided for as regards the publication of the previous agenda items,
thirteen (13) days prior to the date of the General Meeting of the Company's Shareholders and
it should be available for the shareholders at the website of the Company together with the
reasons or the draft decision which has been submitted by the shareholders in accordance with
the provisions of article 123 of L.4548/2018. Should such issues be not published, the applicant
shareholders are entitled to request the adjournment of the General Meeting, under paragraph
5 of article 141 of L.4548/2018, and to proceed themselves to the publication, as per the
specifications of the second item of the present paragraph, at the expenses of the company.
Shareholders representing one twentieth (1/20) of the paid-up capital are entitled to submit
draft decisions on items included in the initial or any revised agenda of the General Meeting. The
relevant request must be received by the Company's Board of Directors at least seven (7) days
before the date of the General Meeting and the draft decisions must be made available to the
Company's shareholders in accordance with the provisions of article 123, par. 3 of L. 4548/2018
at least six (6) days before the date of the General Meeting.
The Board of Directors is under no obligation to record matters in the agenda, publish or notify
them along with justification and drafts of resolutions submitted by the shareholders, should
their content evidently oppose to the law or the public morality.
Upon request of the shareholder(s) representing one twentieth (1/20) of the paid up capital, the
President of the General Meeting is obliged to postpone just once any decision-making by the
Ordinary or Extraordinary General Meeting, by setting as date for the continuation of the meeting
as regards any decision-making, the date designated in the Shareholders' request, and in any
case, a date not later than twenty (20) days from the date of postponement.
The upon
adjournment general meeting is a continuation of the previous meeting and no reiteration of the
shareholders’ invitation publication formalities is required; moreover, to this meeting may
participate even new shareholders, by abiding by the provisions of paragraph 6 of article 124 of
L.
4548/2018.
Upon request of any shareholder which should be submitted to the Company at least five (5) full
days prior to the General Meeting, the Company's Board of Directors is obliged to provide to the
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
99
Public
General Meeting specific information requested with regard to the Company's affairs, to the
extent that such information is relevant to the agenda items. The Board of Directors is not
obliged to provide the information requested when such information is already available at the
Company's website, and particularly in the form of questions - answers. Furthermore, upon
request of shareholders representing one twentieth (1/20) of the paid up capital, the Company's
Board of Directors is obliged to notify the Annual General Meeting of the Company's Shareholders
of the amounts paid by the Company due to any reason whatsoever during the last two years to
the members of the Board of Directors or the Company's managers as well as of any
remuneration paid to those persons as a result of any contract whatsoever concluded between
them and the Company.
In all the above-mentioned cases, the Board of Directors may refuse
to provide the information requested for good reasons, while those reasons should be mentioned
in the minutes of the meeting. In the cases set out in this paragraph, the Board of Directors may
provide a single answer to any shareholders’ requests relating to the same matter.
Upon request of shareholders representing one tenth (1/10) of the paid-up capital, which should
be submitted to the Company within the deadline specified in the previous paragraph, the
Company's Board of Directors is obliged to provide to the General Meeting of the Company's
Shareholders any information on the Company's course of business operations and on the
Company's assets. The Board of Directors may refuse to provide the information requested for
good reasons, while those reasons should be mentioned in the minutes of the meeting.
Upon request by shareholders representing 1/20 of the paid-up capital, the voting on an item or
items on the agenda shall be made by an open vote.
Shareholders of the Company representing at least one twentieth (1/20) of the paid-up capital
may request the extraordinary audit of the Company by the court which shall hear the case
under the ex parte proceedings.
Shareholders of the Company representing one fifth (1/5) of the paid-up capital are entitled to
request from the court the audit of the Company, where from the course of the Company's
business operations as a whole, and based on specific indications, it is believed that the
management of the Company's corporate affairs is not exercised according to the criteria of
sound and prudent management.
Right to Dividends
According to the Articles of Association, the Company must distribute annually minimum dividend
equal to the minimum annual dividend projected by law (Article 161 of L. 4548/2018), which
amounts to at least 35% of the company’s net profit, following the deduction necessary for the
establishment of statutory reserves.
The place and method of payment is announced in notices published in the press, the Daily
Official List, and the website of the ATHEX and the Company website.
Dividends are paid within two (2) months of the date of the Annual General Meeting of
Shareholders which approves the Company’s Financial Statements.
Dividends which remain unclaimed for a period of five years of the date they became payable,
are forfeited to the State.
Rights in product of liquidation
On conclusion of the liquidation, the liquidators return the contributions of the Shareholders in
accordance with the Articles of Association and distribute the balance of the Company’s assets’
liquidation to the Shareholders in proportion to their share in the paid-up capital of the Company.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
100
Public
VΙI. Composition and manner of operation of the Board of Directors and other
administrative, management or supervisory bodies or committees of the Company.
The purpose of the Board is the continuous enhancement of the long-term economic value of
the Company and the safeguarding of general corporate interests. The Board of Directors is
responsible for deciding on all matters pertaining to the management of the Company,
administering company assets and the general pursuit of the company’s purposes without any
limitation (apart from matters pertaining exclusively to the General Meeting) and representing
the Company both judicially and extra-judicially.
Composition
In accordance with Article 18 of its Articles of Association, the Company is governed by a Board
of Directors, consisting of seven (7) to eleven (11) members, whose responsibilities are
described in the Law and the Articles of Association of the Company.
The Board of Directors, as
a whole, has sufficient knowledge and experience in the activities of the Company, so as to be
able to exercise supervision over all of the Company’s operations.
The members of the Board of Directors are elected by the General Meeting of the Company’s
Shareholders and can be executive, non-executive and independent non-executive members in
accordance with the provisions of Law 4706/2020.
The Board of Directors convenes following a meetings schedule, adopts an annual action plan,
takes decisions, exercises control over all of the Company’s activities and supervises the
Company’s executives who have been assigned with relevant executive responsibilities, either
in accordance with the organizational chart or directly by the Board of Directors itself on a
continuous basis.
The members of the Board of Directors are always eligible for re-election and can be recalled at
any time by the General Meeting, regardless of the expiry of their term of office.
The current Board of Directors of the Company was elected by the Annual General Meeting of
Shareholders of 30 August 2023 for a six-year term of office and consists of the following ten
(10) members:
1.
Sokratis Kokkalis, son of Petros, Chairman and CEO, executive member,
2.
Constantinos Antonopoulos, son of Georgios, Vice Chairman, non-executive member,
3.
Chrysostomos Sfatos, son of Dimitrios, Deputy CEO, executive member,
4.
Constantinos Farris, son of Evangelos, Director, executive member,
5.
Soohyung Kim, son of Jong Hyun, non-executive member,
6.
Dimitrios Theodoridis, son of Savvas, non-executive member,
7.
Vladimira Mircheva, son of Donko, non-executive member,
8.
Ioannis Tsoumas, son of Constantinos, independent non-executive member,
9.
Adamantini Lazari, son of Constantinos, independent non-executive member,
10.
Dionysia Xerokosta, son of Dimitrios, independent non-executive member.
During 2023 and prior to the election of the current Board of Directors, on 13.02.2023, Mr.
Nikolaos Nikolakopoulos, executive member of the Board of Directors and Deputy CEO, resigned
without being replaced in accordance with para. 3 of Article 82 of Law 4548/2018 and in
accordance with the relevant provision of the Company's Articles of Association, and
subsequently, on 21.03.23, the executive member of the Board of Directors and Deputy CEO,
Mr. Fotios Constantellos resigned and was replaced by Mr. Constantinos Farris as an executive
member.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
101
Public
It is noted that the criteria of independence of article 9, of Law 4706 are met by all the non-
executive members of the Board of Directors that have been appointed by the General Meeting
of the Shareholders of the Company.
The Independent Non-Executive members, both at the time of their appointment and during
their term of office, do not directly or indirectly hold voting rights exceeding zero point five
percent (0,5%) of the Company’s share capital and do not have any financial, business, family
or other dependencies that may influence their decisions and their independent and objective
judgment. The fulfillment of the requirements for a member to be considered as independent is
reviewed by the Board of Directors at least annually per financial year, and in any case before
the publication of the annual financial report, which shall include a statement to that effect. In
the event that during the review of the fulfillment of these conditions or if at any time it is
established that the conditions are no longer met in the case of an independent non-executive
member, the Board of Directors shall take appropriate actions to replace that member.
Information on the number of shares held by each member of the Board of Directors and each
chief executive of the Company dated 31.12.23:
NUMBER OF SHARES HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND KEY
MANAGEMENT EXECUTIVES
FULL NAME
POSITION
Number of
Shares
%
SOKRATIS KOKKALIS*
CHAIRMAN OF THE BOARD OF
DIRECTORS
&
CHIEF
EXECUTIVE
OFFICER
-
EXECUTIVE MEMBER
123.851.445 20,502
CONSTANTINOS ANTONOPOULOS
VICE-CHAIRMAN
OF
THE
BOARD OF DIRECTORS - NON-
EXECUTIVE MEMBER
14.116.628
2,34
CHRYSOSTOMOS SFATOS
DEPUTY
CHIEF
EXECUTIVE
OFFICER - EXECUTIVE MEMBER
0
0
CONSTANTINOS FARRIS
DEPUTY
CHIEF
EXECUTIVE
OFFICER - EXECUTIVE MEMBER
160.000
0,03
S
Ο
OYHUNG
ΚΙ
M**
DEPUTY
CHIEF
EXECUTIVE
OFFICER - EXECUTIVE MEMBER
162.269.046 26,86
DIMITRIOS THEODORIDIS
MEMBER OF THE BOARD OF
DIRECTORS - NON-EXECUTIVE
MEMBER
0
0
VLADIMIRA MIRCHEVA
MEMBER OF THE BOARD OF
DIRECTORS - NON-EXECUTIVE
MEMBER
0
0
IOANNIS TSOUMAS
MEMBER OF THE BOARD OF
DIRECTORS - INDEPENDENT
NON-EXECUTIVE MEMBER
0
0
ADAMANTINI LAZARI
MEMBER OF THE BOARD OF
DIRECTORS - INDEPENDENT
NON-EXECUTIVE MEMBER
0
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
102
Public
* As of 31/12/2023 Mr. Sokratis Kokkalis held a total of 123,851,445 shares (20.502% of the
Company’s share capital), of which 123,849,362 shares are indirectly owned (through the
company ALPHACHOICE SERVICES LTD, controlled 100% by K-SYSTEMS, the sole shareholder
of which is Mr. Sokratis Kokkalis) and 2,083 are directly owned.
** As of 31/12/2023 Mr. Soohyung Kim held a total of 162,269,046 shares (26.86% of the
Company's share capital) through the Company CQ Lottery LLC. “CQ Lottery LLC” is a company
controlled by “The Queen Casino & Entertainment Inc.”, which is a company controlled by “SG
CQ Gaming LLC”, which is a company controlled by “Standard General GP, LLC”, which in turn
is a company controlled by “Acme Amalgamated Holdings, LLC”, which is ultimately a company
controlled by Mr. Soohyung Kim.
TOP MANAGEMENT
NAME
CAPACITY
NUMBER OF SHARES
%
ANDREAS CHRYSOS
GROUP CHIEF FINANCIAL OFFICER
0
0,00
DIMITRIOS
KREMMYDAS
GROUP CHIEF LEGAL & COMPLIANCE
OFFICER
52.057
0,009
BoD members’ participations in other companies
Except where participating in companies that are parties related to the Company, per the
meaning of Annex A of L. 4308/2014, the Company’s BoD members, are not members of another
legal entity’ governing, management, or supervisory body, with the following exceptions:
DIONYSIA XEROKOSTA
MEMBER OF THE BOARD OF
DIRECTORS - INDEPENDENT
NON-EXECUTIVE MEMBER
0
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
103
Public
FULL NAME
POSITION
PARTICIPATION IN ANOTHER COMPANY
SOKRATIS KOKKALIS
CHAIRMAN
OF
THE
BOARD OF DIRECTORS
& CHIEF EXECUTIVE
OFFICER - EXECUTIVE
MEMBER
INTRACOM S.A. HOLDINGS - CHAIRMAN OF THE BOARD OF
DIRECTORS & CHIEF EXECUTIVE OFFICER, EXECUTIVE
MEMBER
Κ
-GENERAL INVESTMENTS AND SYSTEMS SINGLE MEMBER
HOLDINGS S.A. -
CHAIRMAN OF THE BOARD OF
DIRECTORS & CHIEF EXECUTIVE OFFICER
INTRACOM TECHNOLOGIES S.a.r.l. - DIRECTOR
INTRACOM GROUP USA, Inc. - CHAIRMAN OF THE BOARD
OF DIRECTORS
KOKKALIS FOUNDATION -
CHAIRMAN OF THE BOARD OF
DIRECTORS
CONSTANTINOS
ANTONOPOULOS
VICE-
CHAIRMAN
OF
THE
BOARD
OF
DIRECTORS - NON-
EXECUTIVE MEMBER
INSPIRING EARTH S.A. - CHAIRMAN OF THE BOARD OF
DIRECTORS & CEO
NETLINK M.A.E. - CEO
NETLINK TECHNOLOGIES
Μ
.
Α
.
Ε
. - CHAIRMAN OF THE
BOARD OF DIRECTORS & CEO
CYBERFLIP S.A. – CEO
SITIA OLIVE OIL S.A. -DIRECTOR
HELLENIC-ASIAN BUSINESS COUNCIL - CHAIRMAN OF THE
BOARD OF DIRECTORS
HELLENIC-LATIN BUSINESS COUNCIL - CHAIRMAN OF THE
BOARD OF DIRECTORS
CULTURAL ASSOCIATION “OLENI” - CHAIRMAN OF THE
BOARD OF DIRECTORS
CHRYSOSTOMOS
SFATOS
DEPUTY
CHIEF
EXECUTIVE OFFICER -
EXECUTIVE MEMBER
-
CONSTANTINOS
FARRIS
EXECUTIVE MEMBER
CYBERFLIP S.A. - NON-EXECUTIVE MEMBER OF THE BOARD
OF DIRECTORS
NETLINK M.A.E.-NON-EXECUTIVE MEMBER OF THE BOARD
OF DIRECTORS
S
Ο
OYHUNG
ΚΙ
M
MEMBER
OF
THE
BOARD OF DIRECTORS
-
NON-EXECUTIVE
MEMBER-
STANDARD GENERAL L.P. AND STANDARD GENERAL GP LLC
AND ITS
SUBSIDIARIES AND AFFILIATES, INCLUDING –.
STANDARD GENERAL OFFSHORE FUND LTD –
STANDARD GENERAL OFFSHORE FUND II LTD –
STANDARD GENERAL FOCUS OFFSHORE FUND LTD –
ACME AMALGAMATED HOLDINGS LLC –
STANDARD GENERAL MANAGEMENT LLC –
STANDARD GENERAL S CORP –
STANDARD GENERAL HOLDINGS L.P. –
STANDARD RI LTD –
(CHIEF EXECUTIVE OFFICER, MANAGING PARTNER, CHIEF
INVESTMENT OFFICER, DIRECTOR).
WETHERSFIELD FOUNDATION, INC.-
DIRECTOR & VICE
CHAIRMAN
BALLYS CORPORATION- DIRECTOR & CHAIRMAN
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
104
Public
PURSUIT (FORMERLY KNOWN AS COALITION4QUEENS)-
DIRECTOR
CARY INSTITUTE OF ECOSYSTEM STUDIES-
DIRECTOR &
VICE CHAIR
LINK FARM LLC, LINK FARM II LLC, STANFORD SELECT CAFÉ
LLC-MANAGER, MEMBER
ANNA KAROLINA & SOO KIM FOUNDATION- CHAIRMAN
STUYVESANT HIGH SCHOOL ALUMNI ASSOCIATION –
DIRECTOR
DIMITRIOS
THEODORIDIS
MEMBER
OF
THE
BOARD OF DIRECTORS
-
NON-EXECUTIVE
MEMBER
INTRACOM HOLDINGS - VICE CHAIRMAN OF THE BOARD &
EXECUTIVE MEMBER
INTRACOM VENTURES
M.A.E. -
VICE CHAIRMAN OF THE
BOARD
INTRACOM PROPERTIES
Μ
.
Α
.
Ε
-
1ST VICE CHAIRMAN OF
THE BOARD
KOKKALIS FOUNDATION -
MEMBER OF THE BOARD OF
DIRECTORS
BLUE OAK FINANCE S.A-ADVISOR-MANAGER
AKINITA
Ε
LAFONISOU-ADVISOR-MANAGER
SHINOUSA WHITE REAL ESTATE M.A.E-ADVISOR-MANAGER
SHINOUSA
WHITE1
REAL
ESTATE
M.A.E-ADVISOR-
MANAGER
BLACK OAK CAPITAL M.A.E-ADVISOR-MANAGER
BLACK OAK INVESTMENTS PLC-DIRECTOR
D&DUTCHESS HOLDINGS LTD-DIRECTOR
SHINOUSA PROJECT M..A.E.-ADVISOR-MANAGER
STJ REAL ESTATE LT-DIRECTOR
OTF HOLDING AE-ADVISOR-MANAGER
VLADIMIRA MIRCHEVA
MEMBER
OF
THE
BOARD OF DIRECTORS
-
NON-EXECUTIVE
MEMBER
WHITE ENERGY HOLDING
COMPANY LLC-NON-EXECUTIVE
MEMBER
THE QUEEN CASINO & ENTERTAINMENT
Inc.– CFO
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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Public
None of the members of the Board of Directors of the Company (executive, non-executive, and
independent non-executive) holds a position on the Boards of Directors of more than five (5)
listed companies.
CVs
SOKRATIS P. KOKKALIS
Visionary founder of INTRALOT and majority shareholder of the INTRACOM Group.
He launched the first advanced technology hub in Greece in 1977. A leading member of the
Greek business community, he is an active sponsor of leading educational, cultural, and athletic
initiatives in SE Europe. With degrees in Physics and Electronics, he became a John Harvard
Fellow in 1997 after establishing the Kokkalis Program at Harvard University’s Kennedy School
of Government. In 1998 he founded the non-profit Kokkalis Foundation, a public benefit
institution focusing on educational and regional development. A fluent speaker of English,
German and Russian, he also speaks Romanian, Italian, Bulgarian and conversational Serbian
and French. For many years he was the president and major shareholder of Olympiacos FC,
Greece’s leading football club.
CONSTANTINOS G. ANTONOPOULOS
Founding member and shareholder of INTRALOT, which he led as CEO for more than twenty
years (1992-2013). He received numerous distinctions, including Manager of the Year 2013 and
was inducted in the Lottery Industry Hall of Fame in 2007. With degrees in Electrical Engineering
and Systems Reliability, he has held senior positions in both the public and private sectors. He
IOANNIS TSOUMAS
MEMBER
OF
THE
BOARD OF DIRECTORS
- INDEPENDENT NON-
EXECUTIVE MEMBER
ΙΝΤ
R
Α
C
ΟΜ
SA
HOLDINGS
-
INDEPENDENT
NON-
EXECUTIVE MEMBER OF THE BOARD
ADAMANTINI LAZARI
MEMBER
OF
THE
BOARD OF DIRECTORS
- INDEPENDENT NON-
EXECUTIVE MEMBER
ΙΝΤ
R
Α
C
ΟΜ
SA HOLDINGS-INDEPENDENT NON-EXECUTIVE
MEMBER OF THE BOARD
HELLENIC
CORPORATION
OF
ASSETS
AND
PARTICIPATIONS
S.A.-INDEPENDENT
NON-EXECUTIVE
MEMBER OF THE BOARD
NEA GEORGIA – NEA GENIA AMKE-NON-EXECUTIVE
MEMBER OF THE BOARD
INVESTMENT COMMITTEE OF ETAO (Professional Fund of
Economists)-CHAIRMAN
DIONYSIA XEROKOSTA
MEMBER
OF
THE
BOARD OF DIRECTORS
- INDEPENDENT NON-
EXECUTIVE MEMBER
HELLENIC
HYPERMARKETS
SKLAVENITIS
S.A.-
CONSULTANT OF CORPORATE AFFAIRS
ΙΝΤ
R
Α
C
ΟΜ
SA HOLDINGS-INDEPENDENT NON-EXECUTIVE
MEMBER OF THE BOARD
PANCRETA BANK S.A.-INDEPENDENT NON-EXECUTIVE
MEMBER OF THE BOARD
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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currently participates in a number of bilateral chambers and associations and is a member of the
General Council of the Hellenic Federation of Enterprises (SEV) and the Hellenic Entrepreneurs
Association.
CHRYSOSTOMOS D. SFATOS
Chrysostomos Sfatos main areas of expertise are in Strategy, Communication, International
Relations, and Corporate Affairs. He was appointed Deputy CEO of INTRALOT in January 2019.
Prior to that, he served as Group Director of Corporate Affairs at INTRALOT, Chief
Communications Officer at INTRACOM Holdings, Executive Director of the Kokkalis Foundation
and Member of the BoD of Athens Information Technology Center. He holds a Chemistry PhD
from Harvard University and a Bachelor's degree from the University of Athens.
CONSTANTINOS FARRIS
Mr. Constantinos Farris is the Group Chief Technology Officer of INTRALOT and a member of its
Board of Directors. He oversees the Group’s technology strategy and the delivery of INTRALOT’s
solutions and services to the jurisdictions in which the Company is active worldwide. He has over
30 years of diverse experience in the Gaming, Fintech and Blockchain industries having served
as the Group Chief Technology Officer of INTRALOT from 1997 to 2016, the Chief Executive
Officer of QUANTA Technologies and the Chief Operating Officer of OKTOPAY. He holds a BSc in
Computer Engineering and Informatics from the University of Patras and an MSc in Data Mining
and Databases from the University of Manchester (UMIST), United Kingdom.
SOOYUNG KIM
Mr. Kim is the Managing Partner and Chief Investment Officer of Standard General. He has
worked in the hedge fund industry since 1997, specializing in distressed and special situations
investing. Prior to founding Standard General in 2007, he was one of the Founding Partners and
Director of Research of Cyrus Capital Partners, a Principal at Och-Ziff Capital Management, and
an analyst at the Bankers Trust Company. Mr. Kim currently serves as Chairman of the Board of
Directors of Bally’s Corporation (NYSE: BALY).
He also serves as a Director of Pursuit
Transformation Company, a Director and Treasurer of the Cary Institute of Ecosystem Studies,
and the President of the Stuyvesant High School Alumni Association. Mr. Kim was inducted into
the GAMCO Investment Management Hall of Fame in 2016 and won American Executive of the
Year at the Global Gaming Awards in 2021.
He holds an A.B. from the Woodrow Wilson School
of Public and International Affairs at Princeton University.
DIMITRIOS THEODORIDIS
Mr. Dimitris Theodoridis is a Non-Executive Member of INTRALOT
΄
s Board of Directors. He is
Vice Chairman and Executive Member of the BoD of INTRACOM Holdings, while he has previously
served as Chairman of the BoD of INTRADEVELOPMENT, Executive Member of the BoD of
INTRAKAT, and has worked in the Business Development Division of the INTRALOT Group.
He
has also served as Athletic Manager of Olympiacos F.C.
An Athens College graduate, he holds a
BA degree in Economics from Tufts University in Boston.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
107
Public
VLADIMIRA MIRCHEVA
Ms. Mira Mircheva serves as Partner & Research Analyst at Standard General.
She joined
Standard General in 2015.
Ms. Mircheva was previously a Senior Research Analyst at Perella
Weinberg Partners Asset Management from 2009 until 2015.
Prior to that, she worked as a Vice
President in Distressed Principal Investing at Goldman Sachs.
She joined the Goldman Sachs
Investment Banking Division as an analyst in 2001.
She is currently a member of the Board of
Directors of White Energy, Inc. Ms. Mircheva holds a B.A. in Economics from Colgate University.
IOANNIS K. TSOUMAS
Mr. Ioannis Tsoumas holds a Bachelor’s Degree in Business Administration from the Athens
University of Economics and Business. He has over 35 years of experience in the field of finance,
the full range of accounting functions, and tax legislation. During his career, he has received
several distinctions for his competencies and achievements, and he attended numerous
professional seminars on Accounting, Auditing and Taxation acquiring in-depth knowledge and
expertise. Prior to his role as a Non-Executive Member of the company’s BOD, he held senior
management positions in Accounting and Finance in several companies, among them Grundig of
the Hatzimichalis Group (1980 – 1987) and Intracom Group (1987 – 2016), until his retirement
in October 2016.
ADAMANTINI LAZARI
Mrs. Adamantini Lazari is an Independent Non-Executive Member of the Company’s BoD since
2021.Mrs. Lazari holds a Bachelor’s Degree in Economics from the Economic University of
Athens, a Master of Science in Industrial Relations and Personnel Management from the LSE and
a European Master in Multimedia and Audiovisual Business Administration from a European
interuniversity post-graduate program. Currently, she is Senior Advisor to the Board of Domius
Capital Advisors LLP (a London-based, FCA regulated, Corporate Finance Advisory Boutique
focusing on the provision of Strategic Advice, M&A execution and Private Capital raising for Funds
and corporates), as well as member of the Investment Committee of Economists Professional
Fund. She has long-term experience in both the private and public sector. She also has
knowledge of the international political and economic environment and proven experience in
multinational/multicultural negotiations. In the private sector she has served in senior
managerial positions mainly in the financial sector, among others, Deputy Governor/Executive
Vice Chairwoman of the Board of Directors, Agricultural Bank of Greece - Senior Advisor to the
management, Emporiki/Commercial Bank of Greece. She has also participated as a member of
BoDs in numerous companies and organizations i.a. Athex Exchange Group, Selonda group/
fisheries, Perseas/ fish feed, Hellenic Sugar Industry SA. In the public sector she has served as
senior advisor mainly on issues of public policy preparation and implementation. She has also
participated in inter-ministerial committees on important economic and social issues.
DIONYSIA XEROKOSTA
Mrs. Dionysia Xerokosta is an Independent Non-Executive Member of the Company’s BoD since
2021. Dionysia Xerokosta is a lawyer who has worked as a scientific associate of the Hellenic
Competition Commission from 2001. She was appointed Head of the Legal Services Department
in 2007. In 2009 she was appointed Director of the Legal Services Department. In 2010 she
became the Director General of the Hellenic Competition Commission and acted for two full
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
108
Public
terms. She then moved to the retail sector and was the Human Resources Director at “HELLENIC
HYPERMARKETS SKLAVENITIS S.A.”. Currently she practices law and is a Consultant
of
Corporate Affairs at “HELLENIC SUPERMARKETS SKLAVENITIS S.A.”.
She graduated from Athens Law School and holds an LL.M. degree in European Law from
University of Essex Law School, specialized in European Competition Law. The aforementioned
CVs reflect the knowledge, skills and experience required by the BOD to exercise its
responsibilities, in accordance with the suitability policy and the business model strategy of the
Company.
TOP MANAGEMENT
ANDREAS CHRYSOS
Group Chief Financial Officer
Andreas Chrysos has been INTRALOT’s Chief Financial Officer since 2019 having served
previously as Group’s Budgeting and Controlling Director.
Prior to INTRALOT, in his 15-year professional experience he held senior management positions
in major telecom companies including Vodafone and Hellas Online. He holds a
Bachelor's degree in Economics from the National and Kapodistrian University of Athens as well
as an MSc in International Business and Finance from the University of Reading.
DIMITRIOS KREMMYDAS
Mr. Dimitrios Kremmydas holds a degree in Law of the Athens University. He has been a lawyer
since 1994, member of the Athens Bar Association and he cooperates as in-house lawyer with
Intralot’s group since 2001; he holds the position of the Group Chief Legal & Compliance Counsel.
He serves in many subsidiaries’ Board of Directors. He has handled complex commercial
arrangements, mergers, acquisitions, financial restructurings, tender procedures, competition
and compliance matters and several corporate cases in Greece and abroad.
The CVs of all members of the Board of Directors and the Top Management are available on the
Company's website (
http://www.intralot.com
).
Board of Director Meetings
The Board of Directors may validly convene, in addition to the company headquarters, elsewhere
in Greece or abroad. The Board of Directors may also convene via teleconference; in such case,
the invitation to the Board members includes information relevant to the teleconference.
The Board of Directors shall convene with the frequency required to ensure the effective
performance of its duties and at least once per month.
The Chairman will preside over meetings of the Board of Directors and in the case of being
absent, the Vice-Chairman will take the chair.
The Board of Directors decides with a majority of the members either physically present and/or
represented by proxy except in the case of Article 5 Paragraph 2 of the Company’s Articles of
Association.
The discussions and the resolutions of the Board are recorded in minutes. The minutes of each
session must be distributed and approved at the subsequent Board meeting. Copies and extracts
of the Minutes are ratified by the Chairman of the Board of Directors or the Managing Director
or by any other councilor.
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BOARD OF DIRECTORS MEETINGS DURING 1.1.23-31.12.23
FULL NAME
POSITION
TERM
OF
OFFICE
NUMBER
OF
MEETINGS
SOKRATIS KOKKALIS
CHAIRMAN OF THE BOARD OF
DIRECTORS & CHIEF EXECUTIVE
OFFICER - EXECUTIVE MEMBER
30.08.23-
30.08.29
44
CONSTANTINOS
ANTONOPOULOS
VICE CHAIRMAN OF THE BOARD
OF
DIRECTORS
-
NON-
EXECUTIVE MEMBER
30.08.23-
30.08.29
44
CHRYSOSTOMOS SFATOS
DEPUTY
CHIEF
EXECUTIVE
OFFICER - EXECUTIVE MEMBER
30.08.23-
30.08.29
44
CONSTANTINOS FARRIS*
EXECUTIVE MEMBER
30.08.23-
30.08.29
34
S
Ο
OYHUNG
ΚΙ
M
NON-EXECUTIVE MEMBER
30.08.23-
30.08.29
17
DIMITRIOS
THEODORIDIS
NON-EXECUTIVE MEMBER
30.08.23-
30.08.29
17
VLADIMIRA MIRCHEVA
NON-EXECUTIVE MEMBER
30.08.23-
30.08.29
17
IOANNIS TSOUMAS
INDEPENDENT NON-EXECUTIVE
MEMBER
30.08.23-
30.08.29
44
ADAMANTINI LAZARI
INDEPENDENT NON-EXECUTIVE
MEMBER
30.08.29-
30.08.29
44
DIONYSIA XEROKOSTA
INDEPENDENT NON-EXECUTIVE
MEMBER
30.08.23-
30.08.29
44
NIKOLAOS
NIKOLAKOPOULOS
DEPUTY
CHIEF
EXECUTIVE
OFFICER - EXECUTIVE MEMBER
29.06.21-
13.02.23
2
FOTIOS CONSTANTELLOS
DEPUTY
CHIEF
EXECUTIVE
OFFICER - EXECUTIVE MEMBER
29.06.21-
21.03.23
8
ALEXANDROS-STERGIOS
MANOS
NON-EXECUTIVE MEMBER
29.06.21-
30.08.23
27
•
Mr. Constantinos Farris was elected to the Board of Directors of the Company by
resolution of the Board of Directors on 21.03.2023 and subsequently re-elected by
resolution of the Annual General Meeting on 30.08.2023.
During 2023, the Non-Executive and Independent Non-Executive of the Company (Messrs.
CONSTANTINOS ANTONOPOULOS, SΟOYHUNG ΚΙM, DIMITRIOS THEODORIDIS, VLADIMIRA
MIRCHEVA, IOANNIS TSOUMAS, ADAMADINI LAZARI AND DIONYSIA XEROKOSTA) convened
once without the presence of the Executive Members and discussed the performance of the latter
throughout the year.
Operation and Responsibilities of the Board of Directors
The Board of Directors is the supreme executive body of the Company which, by exercising its
powers, protects the Company’s corporate interests and ensures the Company’s compliance with
the provisions of the applicable legislation and its Articles of Association.
The members of the Board of Directors and every third person to whom powers have been
delegated by it, in accordance with Article 87 of L.4548/2018, shall, in the exercise of their duties
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and responsibilities, comply with the law, the Articles of Association and the lawful decisions of
the General Meeting. They must manage the corporate affairs in order to promote the corporate
interest, supervise the execution of the decisions of the Board of Directors and the General
Meeting and inform the other members of the Board of Directors of the corporate affairs.
Therefore, the Board of Directors of the Company is responsible for:
•
The management, representation, as well as administration of the Company’s assets,
•
Taking decisions, without any limitation, on all matters, in general, concerning the
Company within the scope of the corporate purpose, with the exception of those which,
according to the law or the Company’s Articles of Association, fall within the exclusive
authority of the General Meeting,
•
Taking decisions on any matter relating to the promotion of the interests of the Company,
•
The appointment and supervision of the implementation of the corporate governance
system of provisions 1 to 24 of Law 4706/2020, and the periodic monitoring and
evaluation, at least every three (3) financial years, of its implementation and
effectiveness, taking appropriate actions to address any deficiencies,
•
The assignment of the Internal Audit of the Company to one or more persons, that are
not members of the Board of Directors,
•
Ensuring the adequate and effective operation of the internal control system (which
includes the functions of Internal Audit, Regulatory Compliance and Risk Management),
•
The management of corporate affairs in order to promote the corporate interest and the
supervision of the execution of the decisions of the Board and the General Meeting, while
informing at the same time the other Board members about the corporate affairs,
•
Determining the values and the strategic orientation of the Company, as well as the
continuous monitoring of their compliance, ensuring that they are in line with the
corporate culture,
•
Ensuring that the corporate values and purpose influence all policies, practices, and
behaviors within the Company, setting the appropriate standards of behavior by example,
•
The design and monitoring of the implementation of the corporate strategy, as well as
the approval and monitoring of the corporate business plan,
•
Determining the extent of the exposure of the Company to the risks that it intends to
assume towards the achievement of its corporate purpose, and particularly, its long-term
strategic objectives,
•
Determining and/or defining the responsibilities of the Chief Executive Officer and the
Deputy Chief Executive Officer(s),
•
Establishing a policy to identify, avoid and deal with conflicts of interest between the
interests of the Company and those of the members of the Board of Directors or persons
to whom the Board of Directors has delegated some of its responsibilities,
•
Determining the appropriate structures, reporting lines and responsibilities towards the
achievement of the Company’s objectives,
•
Ensuring the smooth succession of its members and the senior executives of the
Company,
•
The efficient operation and regular evaluation of the Board of Directors, its Committees,
and members, as well as their continuous improvement,
•
Ensuring that the composition and operation of the Board of Directors and its Committees
are in agreement with the applicable legislation, as well as ensuring the compliance with
any obligation as required by the applicable legislation, the corporate documents, policies,
and procedures governing it; and
•
All other responsibilities as provided for in the Company’s Articles of Association, its
Internal Regulation, and the applicable legislation.
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The Board of Directors may, in general, delegate the powers of management and representation
of the Company (except those requiring collective action) to one or more persons, members of
the Board or not, while determining at the same time the extent of such delegation. In any case,
the powers of the Board of Directors are subject to the provisions of articles 19 and 99-100 of
Law No. 4548/2018, as in force.
Chairman of the Board of Directors
The Chairman of the Board of Directors is the main connection between the Management, the
Board of Directors and the shareholders of the Company and has the following responsibilities:
•
Presides over the meetings of the Board of Directors and ensures that its work is in line
with its obligations towards shareholders, the Company, the supervisory authorities, the
law, and the Articles of Association of the Company.
•
Determines the items on the agenda and ensures the effective organization of the
meetings, encouraging open debate and the effective contribution of the members of
the Board. Furthermore, at the request of a Board member, the Chairman shall be
expected to provide an accurate summary of his/her opinion in the minutes.
•
Ensures that the Board members are accurately and timely informed and have the
support of the Management executives.
•
Facilitates the effective participation of executive and non-executive Board members in
the work of the Board and ensures the establishment of constructive relationships
between the executive and non-executive Board members.
•
Ensures that the Board of Directors as a whole has a satisfactory understanding of the
views of the shareholders. Ensures effective communication with all shareholders with a
view to the fair and equitable treatment of their interests.
•
Promotes dialog with the rest of the stakeholders.
•
Ensures the evaluation of the Board of Directors and its Committees.
Further, in addition to the above responsibilities related to the operation of the Board of
Directors, and to the extent that the Chairman retains his/her executive capacity, he/she shall
exercise the executive powers delegated to him/her by the relevant authorizations of the Board
of Directors, with a view to participating in all decisions that materially affect the course of the
Company.
Vice-Chairman of the Board of Directors
The Vice-Chairman of the Board of Directors, who is specifically appointed by the decision
constituting the Board of Directors into a body, is the person who replaces the Chairman in
his/her duties, in cases where the Chairman is unable to exercise them and, in general, where
this is provided for by the Company’s Articles of Association and the law.
Chief Executive Officer
The Chief Executive Officer is the executive member of the Board of Directors who is assigned
by decision of the Board with the management and representation of the Company, acting within
the limits of the powers and responsibilities provided for by the applicable legislation, the Articles
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of Association, the specific decisions of the Board of Directors, the Regulations and the Policies
governing the operation and organization of the Company.
In particular, the CEO has the following responsibilities:
•
To perform any act of administration, management, and representation of the Company
within the scope of the powers and responsibilities delegated to him/her by the Board of
Directors,
•
To decide on all matters, in general, relating to the Company within the scope of the
corporate purpose,
•
To execute the decisions of the Board of Directors at all times,
•
To implement the Company’s corporate strategy as this is determined by the Board of
Directors,
•
To delegate in general or for certain actions only, the exercise of the powers and
responsibilities entrusted to him/her to third persons, employees or not of the Company,
members or not of the Board of Directors, within the scope of the powers delegated to
him/her, while determining at the same time the extent of such delegation,
•
To ensure that the members of the BoD are provided promptly with all the necessary
information for the performance of their duties,
•
To work with the Company Secretary for matters relating to the organization of the Board
of Directors and to keeping the BoD Members fully informed,
•
To regularly consult with the non-executive members of the BoD on the appropriateness
of the corporate strategy during its implementation,
•
To inform the BoD in writing without undue delay, either severally or jointly with the
other executive members of the BoD, by submitting a report with the relevant
assessments and recommendations, when a crisis or risk situation arises or when
circumstances require measures to be taken which are reasonably expected to have a
significant impact on the Company, such as when decisions are to be taken regarding the
development of the Company’s activities and the risks to be assumed, which are expected
to affect its financial position.
Deputy Chief Executive Officer(s)
The Board of Directors may elect one or more Deputy Chief Executive Officers from its executive
members and at the same time determine their powers and responsibilities, who act jointly or
separately to replace the Chief Executive Officer in the entire scope of his responsibilities, unless
the Board of Directors assigns them specific responsibilities only by defining at the same time
their responsibilities or limited powers.
Company Secretary
The Board of Directors is assisted by a Secretary who is not a member of the BoD. The Company
Secretary is responsible for providing practical support to the Chairman and the other members
of the Board, collectively and individually, to ensure that they comply with the relevant laws and
regulations, as well as the internal regulation of the Company.
Procedure Concerning Affiliated Party Transactions
In addition, in order to provide sufficient information when making decisions regarding
transactions between related parties, the Board of Directors has approved and applies a
procedure of transactions.
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The procedure of transactions with related parties provides in particular:
▪
The legislative and regulatory framework with which the Company must comply,
▪
The responsibilities of the Company as well as the roles and obligations of the departments and
directorates of the Company and involved in the management of transactions with related
parties,
▪
Defining and identifying related parties,
▪
The procedure of managing and approving the conclusion of transactions with related parties,
▪
The legal notification procedures for concluding transactions with related parties.
Policy for the Prevention of Conflicts of Interest
In addition to the procedure concerning the transactions with related parties, the Company has
adopted a conflict-of-interest policy, which includes further procedures, in order to avoid conflict
of interest of members of the BoD as contracting parties in the relevant transaction.
Suitability Policy for BOD Members
Finally, the Company has established a policy of suitability of the members of the Board of
Directors (hereinafter referred to as the "Suitability Policy") which aims at ensuring quality
staffing, efficient operation, and fulfillment of the role of the Board of Directors, based on the
overall strategy and medium-term business pursuits of the Company with a view to promoting
the corporate interest. It includes the principles concerning the selection or replacement of the
members of the Board of Directors and the renewal of the term of office of the existing members,
the criteria for the assessment of the collective and individual suitability of the members of the
Board of Directors, the provision of diversity criteria.
The Suitability Policy is uploaded on the Company’s website
http://www.intralot.com
Responsibilities & Conduct of the members of the Board of Directors
The members of the Board of Directors must in particular:
•
Comply with the law, the Articles of Association, and the lawful decisions of the
General Meeting of Shareholders of the Company.
•
Manage corporate affairs with the sole purpose of promoting the corporate interest.
•
Not pursue own interests that conflict with the interests of the Company.
•
Disclose in a timely and adequate manner to the other members of the Board, own
interests that may arise in connection with transactions of the Company or its
affiliated companies.
•
Abstain from voting on matters where there is a conflict of interest between their own
interests and those of the Company.
•
Disclose to the Board of Directors other professional commitments as soon as they
arise.
•
Not compete against the Company either by themselves or through any third party
by attempting acts that fall within the scope of the Company, unless they are
authorized to do so by the General Meeting or unless this is provided for in the Articles
of Association of the Company.
•
Collectively ensure that the annual financial statements, as well as the rest of the
Company reports (management, corporate governance, remuneration reports) are
prepared and published in accordance with the law.
•
Maintain records, books, and information as required by law.
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•
Maintain strict confidentiality with respect to corporate affairs and secrets and refrain
from acts of abuse and unlawful disclosure of privileged information in accordance
with the law.
•
Not execute transactions involving the Company’s shares, debt instruments,
derivative instruments, or other related financial instruments in violation of the law.
•
Disclose to the Company all transactions carried out on their behalf concerning shares,
or debt instruments, or derivative instruments, or other related financial instruments
of the Company, in case the total amount of these transactions exceeds the amount
set as a limit by the applicable provisions.
•
Disclose any transaction with a key customer, domestic provider or supplier of the
Company that does not fall within the current and ordinary transactions of the
Company with these partners.
•
Have sufficient time to perform their duties.
Furthermore, specifically the executive members of the Board of Directors:
•
Are responsible for the implementation of the strategy decided by the Board of
Directors.
•
Regularly consult with the non-executive members of the Board of Directors on the
appropriateness of the corporate strategy in force.
•
In case of a crisis or risk and when important decisions are to be taken, such as
decisions affecting the Company’s financial situation, they shall inform the Board of
Directors without delay by submitting a report including their assessments and
proposals.
The non-executive members of the Board of Directors must in particular:
•
Monitor and review the corporate strategy, its implementation, as well as the
achievement of the Company’s objectives.
•
Effectively supervise the executive members, including monitor and review their
performance.
•
Review the proposals of the executive members and express their views on them on
the basis of the available information.
In addition to the above, the independent non-executive members:
•
Must attend meetings concerning the preparation of the financial statements of the
Company or any other matter approved by the General Meeting with an increased
quorum and majority.
•
Submit, either jointly or separately, reports to the General Meeting in addition to
those submitted by the Board of Directors.
•
May communicate with the Company’s senior management through regular
presentations
by
the
heads
of
departments.
The regular meetings of the Board of Directors with the senior management may be
included in an annual plan/schedule of meetings depending on how frequently the
Board of Directors requests for information. In addition to these meetings, which will
be held on a regular basis, the non-executive members may invite the relevant senior
management for briefings.
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REMUNERATION POLICY
The Remuneration Policy
for the members of the Board of Directors shall enter into force after
being approved by the Annual General Meeting of Shareholders of INTARLOT dated on
29.05.2020, as per the provisions of L. 4548/2018 articles 110 par. 2) and the duration of which
cannot exceed the duration of four (4) years as from the date of its approval by the General
Meeting and it can be renewed and/or amended sooner with the respective decision of a next
General Meeting.
It must be noted that the present Remuneration Policy is valid for all BoD members as per the
specific provisions of articles 110 and 111 of L. 4548/2018. The Remuneration Policy for BoD
members is taking into consideration the existing legal framework as well as the code of
Corporate Governance and the Operation’s Regulation of the Company, in order to align the
remuneration of the Board of Directors with the interests of all Company’s stakeholders.
The Remuneration Policy contributes to the business strategy, the long-term interests, and the
sustainability of the Company. This is achieved by giving the Company the flexibility to hire, for
different roles, people with the appropriate level and skills ensuring that their remuneration is
closely connected to the long-term goals of INTRALOT and, primarily, that such remuneration is
aligned with the Company’s shareholders interests, taking in account a wider group of
stakeholders, such as the employees.
The Remuneration Policy responds to the legal requirements and ensures he compliance with
the European and Greek legal framework. The purpose of this Remuneration Policy is to conform
to the market practices, serving the Company’s long-term and short-term business plan, its
strategic vision and its sustainability.
REMUNERATION COMPONENTS
REMUNERATION OF THE EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS
The remuneration of the Executive Members of the Board of Directors includes the annual fixed
remuneration, as well as benefits in kind, in accordance with the individual employment contracts
as well as remuneration for the time spent on their participation to the meetings of the Board of
Directors for the fulfillment of their duties.
Fixed Remuneration
The fixed remuneration reflects the level of the responsibility, experience, and expertise of the
Executive Members of the Board of Directors. The remuneration must be competitive with
respect to similar entities in the industry, and appropriate, taking into consideration the
performance and prospects of the Company.
The annual fixed remuneration is determined in accordance with the terms of the respective
individual employment contract and is subject to all legal deductions and charges in accordance
with the Greek law.
INTRALOT provides to the Executive Members of the BoD also remuneration based on
performance as well as participation in pension schemes, as per the general remuneration policy
for all the Company employees which cannot exceed for all the above the 100% of the amount
of their annual fixed remuneration.
Additionally, it also provides the Executive Members of the
Board of Directors with the legally required social security contributions.
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Other Benefits in kind
The Company provides private-use vehicles and/or fuel subsidies to the Executive Members of
the BoD. However, it should be noted that such benefits in kind constitute additional voluntary
benefits provided by the Company, which are paid on a discretionary basis and are not counted
in or added to the fixed salary. These benefits in kind may be modified or revoked in whole or
in part by the Company at its sole discretion.
Remuneration
The remuneration of the executive members of the BoD is proportional to the time they
participate in Board meetings, as well as to the fulfillment of the duties assigned to them , and
this remuneration is set for each executive member of the BOD at a maximum per year amount
which cannot exceed the 30% of the annual fixed remuneration.
The final amount will be defined
by the Bod at the end of each year.
REMUNERATION OF THE NON-EXECUTIVE BOD MEMBERS
The Non-Executive Members of the BoD are elected by the General Meeting in accordance with
the provisions of the Law and the Articles of Association of the Company. They receive an annual
basic salary, which reflects their time of employment and duties and is independent of the
performance of the Company. For this very reason, the Non-Executive Members of the BoD are
not entitled to a variable remuneration related to the performance of the Company or any long-
term incentives related to the Company’s share.
Remuneration
The remuneration of the Non-Executive and Independent members of the BoD is proportional to
the time they participate in Board meetings, as well as to the fulfillment of the duties assigned
to them in accordance with Law 3016/2002 and is determined to a maximum € 35.000 for
independent-NON-EXECUTIVE members of the BoD and € 50,000 for Non-Executive members
per year and per person. The calculation of the annual remuneration of the Non-Executive
members of the BoD members is a function of the amount of remuneration per meeting, as well
as the maximum number of meetings per month, for which the members are entitled to receive
remuneration and the final amount shall be determined by the BoD in the end of each year. The
Non-Executive Members of the BoD participate in the predetermined BoD meetings and the
Committees thereof, in compliance with the Internal Rules & Regulations of the Company. The
remuneration of the Non-Executive and Independent Non-Executive Members of the BoD is
subject to all legal deductions and charges as provided by Greek law.
Business Expenses / Costs
The Non-Executive BoD members may be reimbursed by the Company for business expenses of
a reasonable amount incurred by them in the performance of their duties. These expenses
include but are not limited to: Travel and accommodation expenses for the purpose of attending
the meetings of the BoD. The travel and accommodation expenses of the Non-Executive
Members of the BoD are subject to the approval of the Chairman of the BoD.
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Company Contracts with the Executive BoD Members
The duration of the contracts of the Executive Members of the BoD -in their capacity as Executive
Members- shall be determined each time following recommendation of the Committee prior to
their conclusion. The existing contracts of the Executive members of the BoD are of an indefinite
duration.
Conditions of Termination of Contract - Deadline for the Notice of the Contract
Termination & Indemnity
In the event of termination of an Executive member contract on the initiative of the Company,
the deadline for the notice of the contract termination and the payment of indemnity shall be as
set forth in the relevant Labor Law. The BoD, following respective recommendation of the
Committee, may also negotiate additional incentives in cases of early termination.
Indemnity for Termination of Contract
The Executive members of the BoD -in their capacity as Executive Members- are not entitled to
lump sum payments or other indemnities from the Company for the loss of their position or other
reason, howsoever arising, apart from the compensation provided by Law.
For the total remuneration and compensation, pursuant to the provisions of the law annually,
the remuneration report as provided for by L. 4548/2018 is prepared, approved by the Board of
Directors, and submitted to the Annual General Meeting for voting, and which, in view of its
approval by the Annual General Meeting is checked for completeness by the external auditors of
the Company. The information on the remuneration report shall also be examined by the
Remuneration & Nomination Committee, before submitting the report to the General Meeting.
During the Annual General Meeting of shareholders that will take place within 2024 concerning
the approval of the financial results 2023, the Remuneration Report related to the paid
remunerations to the Board of Directors Members during 2023, will be submitted according to
article 112 of Law 4548/2018 as well as the Company’s Remuneration Policy of the Board of
Directors.
The Remuneration Policy is available on the Company’s website
https://www.intralot.com
Other Managerial and Supervisory Bodies
The Board of Directors may decide to establish committees governing human resources,
scheduling, control, or other responsibilities as it is deemed necessary to facilitate the purpose
of the Company. The detailed terms of mandate, composition, term, the directorship and
reporting frequency to the Board of Directors is determined at the time of establishment. The
committees have consulting competence and submit their recommendations to the Board of
Directors for due examination and action. Exceptionally, the Board of Directors may, at its
discretion, delegate to these committee’s executive and/or decision-making authorities in cases
allowed by law and the Company’s Articles of Association.
Α
. Audit Committee
Τhe Audit Committee was elected by the
Annual General Meeting dated on 30.08.2023. The
current line – up of the Audit a Committee is as follows:
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Chairman:
Ioannis K. Tsoumas, Independent - non-executive member
Members:
Adamantini K. Lazari, independent - non-executive member and
Dionysia D. Xerokosta, independent - non-executive member
The Audit Committee is a committee of the Board of Directors, established with the aim of
assisting them with respect to the fulfilment of their supervisory responsibilities as regards the
financial reporting and information, of ensuring the compliance of the Company and its
subsidiaries with the legislative and regulatory framework of operation as well as of ensuring the
audit system procedure and the exercise of supervision over the operation of the auditing
operation.
The Audit Committee consists of the three (3) independent non-executive members of the Board
of Directors.
At least one (1) of its members has sufficient knowledge in auditing and/or
accounting (international standards).
Responsibilities
The main responsibilities of the Audit and Compliance Committee are:
•
The monitoring and evaluation of the adequacy of the internal audit and risk
management system of the Company. The Committee is informed of the annual audit
program of the Internal Audit Unit prior to its implementation and holds regular meetings
with the Head of the Internal Audit Unit, so as to discuss issues of his/her competence,
as well as problems that may arise as a result of the internal audit procedure.
•
The monitoring of the findings of the Supervisory and Tax Authorities including the
responses of the Management of the Company.
•
The biannual examination of the adequacy of the Internal Regulation of the Company.
•
The monitoring of the financial reporting processes.
•
The monitoring of the procedure of statutory audit of the biannual and annual individual
and consolidated financial statements of the Company, which are prepared according to
the International Financial Reporting Standards (IFRS) and whose approval is at the
discretion of the Board of Directors of the Company. The Committee takes into account
the supplementary report submitted by the Certified Accountant/Auditor that contains
the results of the statutory audit carried out and meets at least the specific requirements
in accordance with Article 11 of Regulation (EU) No 537/2014 of the European
Parliament and Council of the 16th of April of 2014. In addition, the Committee reviews
the financial reports prior to their approval by the Board of Directors and evaluates their
completeness and consistency in relation to the information provided to it and the
accounting principles applied by the Company.
•
The Committee examines the most significant financial-accounting reporting matters
and the notes to the financial statements, focusing on the areas and the methods utilized
to evaluate assets and liabilities that are open to subjective interpretation.
•
The examination of any taxation or legal matters that may have a significant impact on
the financial statements.
•
In collaboration with the Management of the Company and the internal and external
Auditors, the Committee examines the adequacy of the information systems of the
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Company including the significant risks and the established controls to minimize them.
•
The Committee recommends the statutory external auditor or firm of auditors (the
Auditor) to the Board of Directors, so that the latter can submit their proposal for the
appointment of a statutory external auditor or firm of auditors to the General Meeting.
•
The Committee ensures the independence and objectivity of the Auditor specifically
through the examination of the compliance of the firm as to the rotation of the auditors,
the amount of the remuneration paid by the Company and the provision of other services
(e.g. consulting services) by the statutory auditor or the firm of auditors.
•
The Committee is informed by the Auditor or the firm of auditors at least once a year,
on all matters relating to the progress and the results of the statutory audit. In this
framework, the Committee receives a report on the weaknesses of the internal audit
system, especially the weaknesses of procedures relating to financial reporting and the
preparation of financial statements.
•
The Committee ensures that the internal and external auditor can communicate freely
with the Board of Directors by acting as their main liaison.
•
The Committee meets with the Auditor (either with or without the presence of the
Management of the Company) to discuss the aforementioned matters, potential disputes
which may arise between the Auditor and Management of the Company, as well as any
other significant changes that may occur in the audit plan.
•
The Committee proposes to the Board of Directors the appointment, replacement, and
termination of the Internal Auditor and is responsible for the periodic evaluation of
his/her performance.
•
The Committee receives and examines the periodic internal audit reports and supervises
the progress of the implementation of the propositions of the Internal Auditor that are
adopted by the Management, as these are expressed in the corresponding reports.
•
The Committee ensures transparency by examining issues of transparency pertaining to
the procedures of awarding and execution of public tenders in accordance with the
applicable legislation in force.
•
The Committee monitors the transactions of the subsidiaries of the Company and its
affiliated companies in Greece and abroad as to the interests and the activities of the
group.
•
The Committee proposes the appointment of a person responsible for the policy relating
to the disclosure of wrongdoing, determining his/her responsibilities, as well as any
remuneration (whistleblowing policy).
MEETINGS OF THE AUDIT COMMITTEE FOR 2023
During the year 2023, the Audit Committee held 21 meetings and dealt with all matters within
its competence, as defined by the provisions in force. The relevant information material (internal
audit reports, auditors' reports and presentations, financial and non-financial information, etc.)
was distributed in time manner to the members of the Audit Committee for study and relevant
minutes were kept in which the issues discussed and approved by the Commission and notified
to the Management Board.
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ANNUAL REPORT ON AUDIT COMMITTEE 01.01.23-31.12.23
Introduction
The Audit Committee of INTRALOT is a Committee of the Board of Directors of the Company,
operating on the basis of the current institutional framework and the corporate governance
principles concerning companies whose securities have been admitted to trading in a regulated
market. It operates within the framework of the Internal Regulation that has been approved by
the Board of Directors of the Company, as in force from time to time.
Purpose - Responsibilities
The primary purpose of the Audit Committee is to assist the Board of Directors in its duties to
oversee the quality and integrity of financial reporting and financial statements, to assess the
effectiveness and adequacy of the internal control system and risk management related to
financial reporting, and to oversee the statutory audit of the Company’s annual and consolidated
financial statements.
The responsibilities and operation of the Audit Committee with respect to fulfilling its purpose
are further detailed in the Internal Regulation of the Company that is available at the following
hyperlink:
https://www.intralot.com
In general, the Audit Committee had full and unimpeded access to all information that is
considered necessary and appropriate for the performance of its duties. The Audit Committee
has been provided by the Company’s Management with all the necessary infrastructure and
human resources for the performance of its duties.
Composition
In accordance with its Regulation of Operation, the Audit Committee is composed of three (3)
independent non-executive members of the Board of Directors, who are not involved in the
operation of the Company in any way, with a view to make objective and independent judgments
that are free from conflicts of interest. At least one member of the Audit Committee must meet
the criteria of paragraph 1 of article 44 of Law 4449/2017.
The Audit Committee of the Company was elected for the first time with its current composition
on 29/6/2021 and was subsequently re-elected consisting of the same three (3) independent
non-executive members of the Board of Directors on 30/08/2023. The term of office of the
members of the Audit Committee is equal to that of the Board of Directors.
All Members of the Audit Committee have sufficient knowledge of the field in which the Company
operates and at least one member has sufficient knowledge of accounting and auditing.
The Audit Committee is composed of the following Members:
Ioannis Tsoumas, Chairman of the Audit Committee, Independent Non-Executive
Member of the Board of Directors.
Adamantini Lazari, Independent Non-Executive Member of the Board of Directors.
Dionysia Xerokosta, Independent Non-Executive Member of the Board of Directors.
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* Mr. I. Tsoumas was elected for the first time to the Audit Committee on 15.10.20
** Mrs. Adamantini Lazari and Dionysia Xerokosta were elected members of the Audit Committee
for the first time on 29.06.21
Meetings
The Audit Committee convenes as necessary at the invitation of its chairman and meets with the
regular auditor of the Company without the presence of the members of the Company’s
Management at least twice. For the execution of its work, the Audit Committee convenes within
the first quarter of each year, in order to draw the annual plan and determine the frequency and
duration of the meetings that will take place throughout the year, so as to cover the areas and
systems that fall within its remit.
During the Financial Year (FY) 2023 (01/01/2023 - 31/12/2023), the Audit Committee has held
a total of twenty-one (21) meetings with the participation of all its members and all its decisions
were taken unanimously. During each meeting, all the required information material has been
distributed and, in cases where this was deemed necessary, in addition to its members, other
Management executives (without voting rights), and the certified auditors have participated.
Also, all agenda items have been addressed.
Activities of the Audit Committee for FY2023
During the above-mentioned meetings, the Audit Committee has dealt with issues within its
competence, namely:
FULL NAME
POSITION
DURATION OF TERM
OF
OFFICE/
COMMENCEMENT OF
PARTICIPATION IN
THE
AUDIT
COMMITTEE
NUMBER
OF
MEETINGS
IOANNIS TSOUMAS*
MEMBER OF THE BOARD -
INDEPENDENT
NON-
EXECUTIVE
MEMBER
-
CHAIRMAN
30.08.23-30.08.29
21
ADAMANTINI
LAZARI**
MEMBER OF THE BOARD -
INDEPENDENT
NON-
EXECUTIVE
MEMBER
-
MEMBER OF THE COMMITTEE
30.08.23- 30.08.29
21
DIONYSIA
XEROKOSTA**
MEMBER OF THE BOARD -
INDEPENDENT
NON-
EXECUTIVE
MEMBER
-
MEMBER OF THE COMMITTEE
30.08.23-30.08.29
21
INTRALOT Group
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01.01.2023 - 31.12.2023
Α
. Internal Control System Structure and Procedures
-
The Committee has monitored and evaluated the adequacy and effectiveness of the
internal control and risk management system with regard to financial reporting.
-
It has examined and evaluated the findings and recommendations of both the Internal
Audit Unit and the Certified Auditors, as well as the actions taken in this regard.
-
It has informed the Board of Directors on the above.
The Audit Committee has not identified any material weaknesses in the structure and procedures
of the Internal Control System, as reflected in the results of the relevant audit by the external
auditors (see section: OTHER MATTERS).
Β.
Financial Statements - Statutory Audit
-
The Audit Committee has held meetings with the Management and was informed of the
financial reporting process, as well as of any issues that could have had an impact on the
financial statements.
-
It was informed about the Supplementary Audit Report of the Company’s Certified Auditors
for FY2022. Regarding the issue of calculation and recording of expenses and income of
subsidiaries mentioned in the 2022 Supplementary Audit Report as a finding, actions were
taken internally by the Company following suggestions and requests of the Committee during
2023, for the establishment of a procedure so that it is not included in the Supplementary
Audit Report for 2023.
-
It has reviewed the Annual Financial Report for FY 2022.
-
It has approved the timetable for the finalization of work for the publication of the Financial
Statements for the FY 01.01.22-31.12.22.
-
It has reviewed the audit program and approach of the statutory audit of the Company’s
Certified Auditors, SOL CROWE and GRANT THORNTON for FY 2022.
The
following
were
identified
as
major
audit
issues:
•
Assessment of the impairment of goodwill and intangible assets
•
Assessment of the impairment of investments in subsidiaries
-
It has held meetings with the Company’s Certified Auditors at the stage of planning and
conducting the audit and at the stage of preparation of the audit reports.
-
It has held meetings with the Certified Auditors, without the presence of the Company’s
Management, during which the Audit Committee was informed about the cooperation of the
Certified Auditors with the Management regarding financial audit matters.
-
It has informed the Board of Directors of the result of the statutory audit, recommended to
the Board of Directors the approval of the annual financial statements on an individual and
consolidated basis for the financial year 01.01.22-31.12.22, prior to their publication, on the
basis of the accounting principles followed, as it found that the annual financial report together
with the annual financial statements and the annual management report of the Company,
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give a true, fair, balanced and understandable view of the development and position of the
Company and the entities included in the consolidation and provide the required information
to shareholders.
-
The Committee shall monitor the compliance of the Certified Auditors with the provisions of
Regulation (EU) 537/2014, as amended, as well as other relevant regulatory requirements
regarding the level of total remuneration paid to them by the Company in relation to their
total income or total income from audit services, so that their independence and objectivity
are not compromised by the level of services provided to the Company.
The Committee is
responsible for approving the provision of non-audit services not prohibited by law.
The Committee believes that the certified auditors have significant knowledge of the Group’s
business and the way in which its accounting policies are applied. This means that in some
cases it is considered more efficient for the certified auditors to provide the non-audit services
themselves.
Also, in some cases there may be confidentiality considerations that make the
certified auditors the preferred choice for providing certain non-audit services. However,
ensuring the objectivity and independence of certified auditors is of paramount importance.
For this reason, the Committee ensures that the provision of such services does not in any
way compromise their independence or objectivity.
For non-audit services not prohibited by
law, the Committee will consider and evaluate the following:
-
i. any potential threats to independence and objectivity arising from the provision of the
service and any safeguards to eliminate or reduce such threats to the extent that they do not
compromise the auditor’s independence and objectivity,
-
ii. the nature of the non-audit services to be provided,
-
iii. whether the auditing firm's skills and experience make it the most appropriate provider of
the non-audit service,
-
iv.
the fees incurred or to be incurred for the non-audit services, both individually and in the
aggregate, in relation to the audit fees, including the specific terms and conditions (e.g., and
any fee adjustments); And,
-
v.
the criteria for the remuneration of the persons carrying out the audit.
In 2023, the Committee reviewed the non-audit services proposed and performed jointly
and/or separately by the two Auditing Firms. After evaluating the nature of the proposed
services and receiving relevant clarifications, representations and assurances from the two
Auditing Firms, the Committee considered that they did not pose a threat to their
independence in accordance with Article 44 of Law No. 4449/2017 and Article 5 of Regulation
(EU) 537/2014. These non-audit services included:
-
The provision of services to both (2) Auditing firms in connection with:
-
The verification of the completeness of the information of the Remuneration Report of
Article 112 of Law 4548/2018 for the year 2023 and the examination of the digital files
prepared according to the uniform electronic format for the issuance of the annual tax
certificate for the year 2023.
-
The audit on the performance of audit procedures on the assurance on pro forma
financial information for the period 01.01.23-30.06.23, in accordance with the
International Standard on Assurance Engagements (ISAE) 3420 “Assurance
Engagements to Report on the Compilation of Pro Forma Financial Information”.
-
Review of the interim financial information of the Company and the Group for the period
01.01.23-30.09.23 and the period 01.01.22-30.09.22.
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-
The performance of agreed-upon procedures on the interim Management Accounts of
the Company and its subsidiaries from the date of publication of the last financial
statements, i.e. from June 30, 2023, to September 30, 2023, and
-
to perform agreed-upon procedures on the Reports on the Use of the Funds raised of
the Company for the period 01.01.23-31.12.23.
Additional services provided by Grant Thornton:
-
In connection with the proposed share capital increase and in relation to the
performance of agreed-upon procedures on selected Consolidated Financial Statements
and Information to be included in the Prospectus in connection with the forthcoming
issue of a Corporate Bond in the form of a common bond loan, the public offering of
the bonds and their admission to trading in the fixed income securities category of the
Regulated Market of the Athens Stock Exchange.
In addition, with respect to the certified auditors, the Committee shall ensure that they
maintain their independence and objectivity and are effective in carrying out the statutory
audit.
The independence takes into account their annual declaration of independence and
discusses with them any threats that may jeopardize their independence and the ways to
ensure that threats are addressed. In 2023 the certified auditors provided the Audit
Committee with a declaration of independence in accordance with the International Code
of Ethics for Professional Accountants of the International Ethics Standards Board for
Accountants (IESBA Code) and the ethical requirements related to the audit of financial
statements in Greece. Based on the information provided by the Company’s and the
Group’s services, no issues regarding the independence and objectivity of the Certified
Auditors have arisen.
-
It has monitored the services provided by the Certified Auditors as part of the statutory audit.
-
It submitted a positive recommendation for the reappointment by the General Meeting of the
same Certified Auditors, i.e. the audit firms SOL CROWE and GRANT THORNTON for the joint
audit of the FY 01.01.2023 - 31.12.2 and the issuance of the tax certificate as per article 65a
of Law 4174 /2013 of the Company, as well as for the approval of their remuneration and
employment terms, after having taken into consideration their evaluation from the Audit
Committee and the Financial Division, as well as the offers of a total of three (3) Auditing
Firms. In addition, they were mandated to review the Interim Standalone and Consolidated
Financial Statements for the period ending June 30, 2023.
-
During 2024, the Committee plans to organize a tender for a new Certified Auditor as part of
the implementation of Regulation (EU) No. 537/2014 of the European Parliament and of the
Council of 16 April 2014 and the relevant transitional provisions of Article 52 of Law
4449/2017.
-
It was briefed by the Finance Department on the financial statements for the first and third
quarters of 2023 and recommended them to the Board of Directors for approval, having
received assurances as to the correctness and accuracy of the information to be disclosed.
-
It was briefed by the Certified Auditors, who presented a report - presentation to the Audit
Committee - on the interim financial statements for the 1H23, in accordance with the
international auditing standards, which it reviewed and found no gaps or discrepancies in the
assurances provided as to the correctness and accuracy of the information, and then prepared
a report and recommended their approval to the Board of Directors.
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The Audit Committee did not identify any material deviations in the Financial Statements and
the Statutory Audit matters examined, while some non-material weaknesses (which do not in
any way affect the published financial results of the Intralot Group) were addressed by the
Company during 2023, following the recommendations of the Audit Committee, or are planned
to
be
addressed
during
2024.
In general, the Audit Committee with respect to the above is of the opinion that the Company
is fully compliant with the legal and regulatory framework and complies with all relevant rules
and procedures.
C. Internal Audit
-
It has monitored the effectiveness and adequacy of the Internal Audit and the execution of
the audit program by the Internal Audit Unit without compromising its independence.
-
It has reviewed and evaluated the Internal Audit reports for Q1, Q2, Q3 and Q4 of 2023, as
well as the relevant comments of the Management; and has monitored the development and
progress of the Internal Audit findings, has informed the Board of Directors of the Company
on these findings, and made recommendations for improvement, formulated comments and
proposed the implementation of additional corrective measures, where deemed appropriate.
It was informed of the Corrective Actions and improvements to 2022 and 2023 Audit findings.
It was informed and has approved the annual report and the activities of the Internal Audit
Unit for the FY 2022 (01/01/2022 - 31/12/2022).
-
Approved the Budget of the Internal Audit Unit for 2023.
-
Approved the Annual Audit Plan for 2024.
-
Evaluated the adequacy and effectiveness of the Internal Audit Unit and the Head of the Unit
for 2022.
-
In early 2024, it has evaluated the adequacy and effectiveness of the Internal Audit Unit and
the Head of the Unit for 2023.
The Audit Committee has not identified any material weaknesses in the Company’s internal
audit unit, and notes that, following its suggestions, a process to address some low risk
findings has been implemented and/or planned, and that the departments of the companies
of the Group are complying with the timetable for the resolution of the internal audit findings,
while in general it considers the work performed by the Company’s internal audit unit to be
entirely positive.
D. Other matters
-
It approved its annual action plan for 2023.
-
Approved the Information of the General Meeting of Shareholders on its activities (“ANNUAL
REPORT”) for the year 2022 (01/01/2022 - 31/12/22).
-
It was informed by Grant Thornton of the final findings and reports (summary and detailed)
of the external evaluation of the Internal Control System and subsequently followed the
corrective actions of the Company’s internal structures on the non-significant findings of the
detailed report of the evaluation of the Internal Control System, based on Article 14 of Law
No. 4706/2020 and Resolution 1/891/30.09.2020 of the Board of Directors of the Hellenic
Capital Market Commission, indicated proposed improvement points, monitored their
implementation and informed the Board of Directors.
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-
It formed into a body and elected its President.
-
Information, discussion, drafting of a letter and response to the issues raised in the letter of
the Hellenic Capital Market Commission No. 2441/05.10.23.
-
Established a procedure for the selection of Certified Auditors.
Sustainable Development Policy
The Sustainable Development Policy is determined by the Company’s Management, which is
committed to:
•
The continuous development of the Company and the creation of economic value for its
shareholders and stakeholders,
•
Ensuring business ethics,
•
Providing products and services, with due regard for environmental and/or social impact,
•
Fostering innovation,
•
Systematically monitoring its environmental footprint.
The relevant policy also includes a description of the actions linked to the thematic pillars of
sustainable development, in particular actions relating to corporate governance, innovation and
research, the industry and the customers, human resources, the environment and society in
general.
THE AUDIT COMMITEE
THE CHAIRMAN
THE MEMBERS
IOANNIS TSOUMAS
ADAMANTINI
LAZARI
DIONYSIA
XEROKOSTA
Β. Remuneration and Nomination Committee
Τhe Remuneration and Nomination Committee was elected by the BoD
dated on 31.08.23 and
the line-up of the Remuneration and Nomination Committee is as follows:
Chairman:
Adamantini K. Lazari, Independent - non-Executive member,
Members:
Ioannis K. Tsoumas, Independent - non-executive member,
Dionysia D. Xerokosta, Independent - non-executive member,
The Remuneration and Nomination Committee for the election of members of the Board of
Directors is a committee of the Board of Directors and is formed for the purpose of: (a) assisting
the Board of Directors in the performance of their duties relating to the remuneration provided
by the Company, by designing remuneration policies that are aimed at the long-term success of
the Company and the group and at maximizing the value of the shareholders, taking into account
that the senior and upper management executives of the Company and the companies of the
group shall be adequately remunerated, in a way that is in compliance with the strategic
objectives of the Company, the practices of the competition and any regulatory requirements,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
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and (b) finding suitable persons to be elected as members of the Board of Directors and
proposing candidates to the Board of Directors that the latter will nominate for election either
by the General Meeting of the Company's shareholders or by the Board of Directors itself, in
cases where this is provided by law.
Members and Tenure:
The Committee is comprised of three (3) members, the majority of whom are independent non-
executive members. The Chairman of the Committee is appointed by the Board of Directors of
the Company and must be an independent- non-executive member. The tenure of the members
of the nomination committee shall coincide with the term of office of the Board of Directors with
the possibility of its renewal. In any case their term of office in the Committee shall not exceed
nine (9) years in total.
Responsibilities:
•
The Committee proposes the remuneration policy of the Company including performance-
based bonuses (incentive bonuses), stock options, as well as employee loyalty incentive
programs.
•
Specifically, with respect to the remuneration of executives and managers, the
Committee proposes the amount of their fixed salary, the performance-related
remuneration schemes, the pension schemes, as well as the severance packages.
•
The Committee proposes the criteria and the general framework for the selection of the
members of the Board of Directors and reviews periodically and consistently the needs
for renewal of the Board of Directors in accordance with the Suitability Policy.
•
It proposes procedures for determining the internal relations of the members of the Board
of Directors.
•
Formulates proposals to the Board of Directors regarding the remuneration policy
submitted for approval to the general meeting, in accordance with paragraph 2 of article
110 of Law 4548/2018.
•
Formulates proposals to the Board of Directors regarding the remuneration of persons
falling within the scope of the remuneration policy in accordance with article 110 of Law
4548/2018, and regarding the remuneration of the Company's executives, especially the
head of the internal unit audit where the relevant recommendation is made in
consultation with the Audit Committee
•
Examines the information included in the final draft of the annual salary report, providing
the opinion to the Board of Directors, before submitting the report to the general meeting,
in accordance with article 112 of Law 4548/2018.
•
It oversees the review of the Succession Procedure for the Board members, if and when
required.
•
It is responsible for conducting the Evaluation Process for the Members of the Board and
its Committees.
It held seven (7) meetings in 2023, the agenda of which is summarized below:
•
Completion of the self-evaluation process of the members of the Board of Directors and its
Committees; results and conclusions
•
Review of the CV and eligibility of a candidate for election as a member of the Board of
Directors to replace a retiring member for the remainder of his or her term of office.
•
Report pursuant to Article 101 of Law 4548/2018 on the fairness and adequacy of the
remuneration of the Group's Chief Technology Officer.
•
Annual Remuneration Report pursuant to Article 112 of Law 4548/2018
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•
Implementation of the succession procedure of the Internal Regulation of the Company for
members of the Board of Directors-CVs of the candidates for participation in the Board of
Directors of the Company and submission of a proposal and recommendation to the Board of
Directors for the election of a new Board of Directors. Submission of a proposal and
recommendation to the Board of Directors for the election of a new Audit Committee of the
Company”.
•
Formation into a body
•
Proposal to the Board of Directors to decide on the attendance fees and remuneration of the
members of the Board of Directors of the Company, the Managing Directors, and the Head of
the Internal Audit Unit.
COMPOSITION AND MEETINGS OF THE
REMUNERATION & NOMINATION COMMITTEE
FOR THE ELECTION OF MEMBERS OF THE BOD FOR 2023
FULL NAME
POSITION
TERM
OF
OFFICE
NUMBER
OF
MEETINGS
ADAMANTINI LAZARI
MEMBER
OF
THE
BOARD
OF
DIRECTORS
-
INDEPENDENT NON-
EXECUTIVE MEMBER
31.08.23-
30.08.29
7
IOANNIS TSOUMAS
MEMBER
OF
THE
BOARD
OF
DIRECTORS
-
INDEPENDENT NON-
EXECUTIVE MEMBER
31.08.23-
30.08.29
7
DIONYSIA XEROKOSTA
MEMBER
OF
THE
BOARD
OF
DIRECTORS
-
INDEPENDENT NON-
EXECUTIVE MEMBER
31.08.23-
30.08.29
7
The
Regulation
for the Remuneration and Nomination Committee for the election of members
of the Board of Directors
is available on the Company’s website
www.intralot.com
C. EXECUTIVE COMMITTEE
Introduction:
The Executive Committee is a body of the Company that assists the Board of Directors and the
management of the Company in making strategic decisions and planning the day-to-day
management of the Company’s affairs. The role of the Executive Committee is essential for the
achievement of the inter-company communication, the coordination of the departments’ projects
and the support of the Chief Executive Officer at both an informative and advisory level.
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Members and Tenure:
The Executive Committee is comprised of the Chief Executive Officer, any possible Deputy Chief
Executive Officer and the senior Management Executives that are direct reports to the Chief
Executive Officer or any possible Deputy Chief Executive Officer based on the Organizational
Chart.
The tenure of the Committee is indefinite.
Responsibilities:
The Executive Committee acts in accordance with the instructions and directions of the Board of
Directors. The Committee is responsible for the implementation of the strategy drawn up by the
Board of Directors. The Committee assists the Board of Directors in decision making relating to
the strategy of the Company and the Group and proposes alternative strategic options to the
Board of Directors, as well as the participation of the Company and/or the companies of the
Group in tenders for the awarding of new projects by processing, analyzing, and approving the
proposals to be submitted. The Committee deals with, resolves and/or introduces to the Board
of Directors of the Company matters relating to the planning of the day-to-day management of
the corporate and intra-group affairs.
In order to fulfill its purpose, the Executive Committee is entrusted with the following
responsibilities: the approval of the annual budget and the corporate business plan, the
supervision and consultation of the Company with respect to the compliance with the corporate
strategy, the monitoring of the investments, acquisitions and divestitures, as well as the
development activities of the Company, the adoption of decisions relating to the signing of
contracts of the parent company and/or the subsidiaries controlled by the parent company -for
contracts implying a financial commitment exceeding the amount of one million euros (€
1,000,000)-, as well as the participation of the Company and/or the companies of its Group in
tenders. The operation of the Executive Committee aims to:
•
Support the operation of the Board of Directors
•
Focus on responsibility
•
Improve the speed and efficiency of decision-making,
•
Ensuring the objectivity and reliability of decisions.
The principles of ethics and the rules of internal governance of the Executive Committee are:
•
Compliance with the requirements of the legislation, the Articles of Association, and the
Internal Regulation of the Company, as well as with the decisions of its bodies
•
Loyalty to the Company and prevention of damage to its interests
•
Guarantee of the confidentiality of information
•
Non-exploitation of confidential information
•
Prohibition of the external activities that could impede an independent decision-making
and could lead to a conflict of interest
The Regulation for the Executive Committee is available on the Company’s website
www.intralot.com
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Evaluation of the Board of Directors
The Board of Directors conducts a self-evaluation of its effectiveness and that of its Committees
(on a collective and individual level), based on the evaluation procedure established by the
Company and the specific practices 3.3.3-3.3.5 of the Hellenic Corporate Governance Code.
The Board of Directors has established a procedure for the evaluation of its members in order to
ensure the effective operation of the Board of Directors and the fulfillment of its role as the
highest governing body of the Company, which is responsible for the formulation of the strategy
and the supervision and adequate control of the management. The evaluation procedures and
the frequency with which they are applied aim at the timely identification of points that may
need improvement, the appropriate information, and the initiation of actions, so as to ensure
the effective operation of the Board of Directors and its Committees. The members of the Board
of Directors are evaluated annually: (a) on a collective basis, taking into account the
composition, diversity, and effective cooperation of the members of the Board of Directors on
the fulfillment of their duties. Collective suitability means the suitability of all members of the
Board of Directors as a collective body which is necessary for the Board to effectively exercise
its leadership role in corporate matters, managing corporate affairs for the benefit of the
company, the shareholders and all stakeholders and ensuring that the management implements
the corporate strategy and (b) on an individual basis with respect to the assessment of the
contribution of each member to the successful operation of the Board of Directors, taking into
account the status of the member (executive, non-executive, independent), the participation in
committees, the assumption of specific responsibilities/projects, the time spent, the behavior
and the use of knowledge and experience. In addition, through the evaluation of the
effectiveness of the Committees of the Board of Directors, namely the Audit Committee and the
Nomination and Remuneration Committee, their contribution to the constructive support of the
Board of Directors is assessed.
The evaluation of the current Board of Directors, its members, and Committees (Audit
Committee and Remuneration and Nomination Committee for the election of members of the
Board of Directors) was conducted for the period 01.01.23 – 31.12.23 and was completed in
1Q24 without identifying any material weaknesses. The evaluation for the period 01.01.23-
31.12.23 did not identify any particular issues requiring corrective action, as the members
agreed on the effective functioning of both the Board and its Committees and on the effective
fulfillment of the duties of the Chairman and Chief Executive Officer. It initially took the form of
self-assessment questionnaires, which were answered anonymously, and according to the
responses, the operation of these bodies was rated from “satisfactory” to “fully satisfactory” in
the vast majority of the questions. Then, the Remuneration and Nomination Committee for the
Election of Members of the Board of Directors also took into account a number of general
evaluation criteria (presence and active participation, continuation of the prevention of conflicts
of interest, conditions of knowledge and experience, absence of any administrative or other
judicial decision against a member, in accordance with par. 4 of a.3 of Law 4706/2020) and
concluded that both the Board of Directors and the aforementioned Committees have the
appropriate balance of knowledge, skills, experience, diversity and independence to perform
their duties effectively, contribute substantially to the work of these bodies and demonstrate a
commitment to their role.
VIII. Diversity Policy
The Company has and implements a diversity policy, aiming at promoting a suitable level of
diversity within the Board and achieving an inclusive set of directors. The collection of a wide
range of qualifications and skills when selecting directors ensures a variety of opinions and
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
131
Public
experiences, with a view towards proper decision-making. This Policy includes the key diversity
criteria applied by the Company when selecting Directors and are key priorities (diversity
objectives) of the Company, including at least: a) adequate gender representation - at least
twenty five percent (25%) of the total number of directors must be of the other gender. (In case
of fraction this percentage is rounded to the previous whole number)
b) ensuring equal
treatment and equal opportunities for all potential members of the Board of Directors,
irrespective of gender, race, color, national, ethnic, or social origin, religion or belief, assets,
birth, marital status, disability, age, or sexual orientation. More information regarding the Policy
and its content is available on the Company’s website
http://www.intralot.com/
IX. SUSTAINABLE DEVELOPMENT POLICY
1. INTRODUCTION AND OBJECTIVE
“INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES” (hereinafter referred to as
the “Company”) understands sustainable development as the development that meets the needs
of the present generation without compromising the ability of future generations to meet their
own needs. In this context, the Company has adopted Sustainable Development as this is defined
in the strategy of the European Union. This is described as a continuous process of change and
adaptation, rather than a static situation, aiming to meet the needs of the present generation
without jeopardizing the ability of future generations to meet their own needs.
Sustainability is
an approach that is determined by the impact of a company’s activities on the environment and
the community, in general.
It is measured on the basis of non-financial indicators relating to
environmental, social and governance issues (hereinafter “ESG”) which are economically
important (material) for the company and the collective interests of its stakeholders.
In view of the above, the Company has established and undertakes to comply with the present
Sustainable Development Policy (hereinafter the “Policy”) in which it sets out in a specific
framework the commitments and responsibilities it undertakes towards its employees, the
industry, the environment, and the society, with the aim to keep playing a leading role in issues
relating to Sustainable Development, as it has demonstrated over time.
An effective sustainable development framework can enhance the Company’s performance,
reputation, and competitiveness.
In order to integrate sustainable development principles in all its business activities, it is
important that all human resources are involved and interested in the implementation of the
Policy.
2. COMMITMENTS OF THE COMPANY
Sustainable development is a strategic orientation and priority of the Company, which is
committed to offering its services on the basis of its corporate principles and values and driven
by its people. The Sustainable Development Policy is formulated by the Company’s Management,
which is committed to:
•
The continuous development of the Company, the evolution of the business model, and
the creation of economic value for its shareholders and stakeholders,
•
Ensuring business ethics,
•
Providing products and services, with due regard for environmental and/or social impact,
•
Fostering innovation,
•
Monitoring the Company’s environmental footprint on a regular basis,
•
Establishing and monitoring improvement targets relating to ESG and the overall positive
footprint of the Company.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
132
Public
For the achievement of these commitments, the Company focuses on the following sustainable
development pillars as described in the below sections.
3. SUSTAINABLE DEVELOPMENT PILLARS
The Company’s approach to sustainable development is based on the following pillars:
Corporate Governance:
The Company adopts the modern principles of Corporate Governance,
that is, a set of rules, procedures and good corporate management and control practices that
are in accordance with the current Greek legislation and the international best practices. Its
Corporate Governance policies aim to safeguard the rights of shareholders and the interests of
all stakeholders, with transparency and a high sense of responsibility. At the same time, in order
to ensure a smooth business operations flow, the Company has established specific procedures
that regulate its operation and define the framework of its daily activities. Particular attention is
given to transparency issues across its business activities through the creation of a strong
framework for the prevention, detection, and management of fraud, as well as the continuous
training and information of its personnel.
Innovation - Research and Development: Innovation is a dynamic concept that is constantly
evolving and gives shape and form to corporate ideas for a better future.
In this context, the Company invests significant funds in research and development over time,
in order to enhance innovation and the continuous development of its products and services,
while at the same time supporting the development of new entrepreneurship by providing the
appropriate resources and know-how in this respect.
Part of the Company’s strategy is to pave a future focused on innovation, where all innovative
ideas can be freely expressed; For this reason, the Company invests in the creation of innovative
research and education centers, while cultivating partnerships with educational institutions both
in Greece and abroad. In addition, it aims to establish partnerships with innovation pioneers
globally and in different areas of specialization, from electronic systems and information
technology to innovative green technologies.
Human Resources:
The Company ensures a safe working environment, free of discrimination
and offers equal opportunities regardless of gender, age, or nationality. In addition, the trade
union rights of employees are always respected, health & safety rules are strictly followed and
open-door policies are consistently applied.
One of the Company’s comparative advantages is the quality of its human resources.
For this reason, the Company focuses heavily on the selection, training, evaluation and
rewarding of its personnel.
In order to meet its needs in this respect, the Company focuses on attracting high quality
personnel, creating a safe and fair working environment, establishing objective evaluation
criteria, while at the same time supporting the development of employees. In addition to
satisfactory compensation and benefits, the Company offers insurance, and inpatient and
outpatient care benefits for all employees.
Further, it creates a pleasant working environment,
encouraging employees to maintain a balance between their professional and personal life. The
Company ensures the establishment of a climate of mutual trust and understanding through
appropriate channels of communication between the Management and employees, allowing the
latter to share concerns or views relating to their work.
Market and Customers:
The Company aims to provide advanced products and services, driven
by innovation, high quality standards and safety, which are offered at competitive prices. The
products and services offered by the Company meet the needs of customers throughout Greece
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
133
Public
and abroad in a comprehensive way. The Company aims to develop an integrated supply chain
in the light of the values of sustainable development.
Environment:
The Company complies with the applicable legislation regarding environmental
protection and takes the necessary measures to minimize environmental damage. The Company
acts with a view to demonstrating environmental responsibility and adapts its practices to the
needs of environmental protection. More specifically, it is committed to environmental
responsibility and sensitivity by implementing proactive measures to protect the environment
and minimizing any negative environmental impact. Also, it focuses on the reduction of its
environmental footprint through the adoption of regular recycling practices, the use of
environmentally friendly raw materials, the conservation of natural resources, the design of eco-
friendly products, the reduction of the use of plastic and the reduction of the pollution from
transportation. In this context, the Company has developed and implements an Environmental
Management System (EMS), which provides an assessment and a well-structured approach
regarding all environmental issues arising from its activities, ensuring the continuous monitoring
and improvement of its environmental performance.
Society:
The Company is committed towards society as a whole, aiming at improving the quality
of life and the well-being of the local communities in which it operates. It actively participates in
initiatives that contribute to the promotion of culture, education, and research. It supports
actions aimed at improving the quality of life of society as a whole, through the improvement of
the technological skills of its members. It also contributes to the transition of the country to the
digital era through investments in innovative research and educational centers and by cultivating
partnerships with leading academic institutions in Greece, Europe, and the US. The Company
also takes actions to combat poverty, hunger, and social inequality. It collaborates with Non-
Governmental Organizations and other public benefit organizations to strengthen the livelihood
opportunities of the least favored social groups.
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
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Athens
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Independent Auditor’s Report
(This report has been translated from Greek original version)
To the Shareholders of “INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES”
Report on the Audit of the separate and consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of INTRALOT S.A. INTEGRATED
LOTTERY SYSTEMS AND SERVICES
(the Company), which comprise the separate and consolidated statement of financial
position as at December 31, 2023, the separate and consolidated income statement, statement of comprehensive income,
statement of changes in equity and cash flow statement for the year then ended, as well as the explanatory notes to the
financial statements which include material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the
financial position of the Company and its subsidiaries (the Group) as at December 31, 2023, the financial performance and
cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRSs) as adopted
by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated into the Greek Law.
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 its
subsidiaries, during the whole period of our audit, in accordance with the International Ethics Standards Board for
Accountants “Code of Ethics for Professional Accountants” as incorporated into the Greek Law and we have fulfilled our
ethical responsibilities in accordance with current legislation requirements and the aforementioned Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the separate
and consolidated financial statements of the current year. These matters and the related risks of material misstatements
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 express a separate opinion on these matters.
Key audit matters
How our audit addressed the key audit matter
Evaluation of impairment for goodwill and intangible assets
(separate and consolidated financial statements)
As at December 31, 2023, the Group presented in the
consolidated Statement of Financial Position Software
amounting to € 13.2 mil., Development Costs amounting
to € 59.2 mil., Licenses amounting to € 96.5 mil. and
Other Intangibles amounting to € 13.4 mil., as stated in
note 2.16 of the separate and consolidated financial
statements.
According to the requirements of IAS 36, goodwill and
intangible assets with indefinite useful life are tested for
Our audit procedures regarding the evaluation of impairment
of goodwill and intangible assets included, among others:
•
Evaluation of the management's assessment of whether
there are indications of impairment of these assets.
•
Evaluation of the policies, methodology and internal
control procedures adopted by the Group regarding the
assessment of impairment of these assets.
© 2023 SOL SA
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impairment at least annually, while intangible assets with
finite useful life are tested for impairment when there are
indications of impairment. For the determination of the
recoverable amount of the abovementioned assets,
management is required to exercise judgement and
significant estimates. During the year ended December
31, 2023, an impairment loss of € 1.2 mil. has been
recognized in the Income Statement of the Group.
Given the significance of the balances of the
abovementioned assets in the consolidated Statement of
Financial Position, the degree of subjectivity to the
assumptions underlying the impairment analysis and the
significant judgments and estimates required by
management, we consider the impairment of the
abovementioned assets as a key audit matter.
The Group’s disclosures regarding the accounting
policy, as well as the judgements and estimates that
have been used in the evaluation of impairment, are
included in notes 2.1.5 and 2.1.7 of the separate and
consolidated financial statements.
•
Assessment of the suitability of either the fair value or the
value-in-use models.
•
Assessment of the reliability of business plans of
management, including among others a comparison of the
budgeted figures against the actual financial figures.
•
Assessment of the reasonableness of key assumptions
following comparison with external market information,
including analysts’ reports as well as internal information.
Key assumptions that were evaluated, included revenue
and profit margins, capital investments in licenses and
equipment-related assets as well as discount rates.
•
Use of a specialist with expertise in valuation and business
modeling, to evaluate the mathematical precision of the
models’ calculations and to assess the reasonableness of
the discount rates used.
•
Assessment of the sensitivity analysis on the underlying
assumptions and the potential impact on the relevant
assets’ recoverable amount.
Evaluation of the adequacy and appropriateness of the
disclosures in the accompanying financial statements with
respect to the above matter.
Evaluation of impairment in investments in subsidiaries
(separate financial statements)
As at December 31, 2023, the Company’s investments
in subsidiaries amounted to € 270.7 mil. Investments in
subsidiaries are initially measured at cost, which is
adjusted for any impairment losses. During the year
ended December 31, 2023, the Company has
recognized
gain
from
reversal
of
provision
for
impairment of € 6.8 mil.
For the determination of any impairment, management
compares the carrying amount of each subsidiary
(CGU) with its recoverable amount. The recoverable
amount is determined as the value in use, the
determination of which is supported by forecasts of
future operating flows, which are by nature subjective
and depend on various factors, such as future sales.
Given the significance of the balance of investments in
subsidiaries in the separate financial statements, the
degree of subjectivity to the assumptions underlying
the impairment analysis and the significant judgements
and estimates required by management, we consider
the assessment of impairment of investments in
subsidiaries as a key audit matter.
In addition, we focused on this area because the data
described in the key audit matter "Evaluation of
For the evaluation of impairment in the Company's
investments in subsidiaries, we conducted the audit
procedures described in the key audit matter "Evaluation of
impairment for goodwill and intangible assets".
Following the completion of the procedures for the
Consolidated Financial Statements, we evaluated the
analysis prepared by management, according to which the
recoverable amounts of the CGUs were correlated with the
respective investments in subsidiaries.
In addition, we evaluated the adequacy and appropriateness of
the relevant disclosures in the accompanying financial
statements.
© 2023 SOL SA
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D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
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impairment for goodwill and intangible assets" has also
an impact on the investments in subsidiaries.
The Company’s disclosures regarding the accounting
policy, as well as the judgements and estimates that
have been used in the evaluation of impairment, are
included in note 2.1.5 of the separate and consolidated
financial statements.
Other Information
Management is responsible for the other information. The other information, included in the Annual Financial Report, is
comprised of the Management Report of the Board of Directors, for which reference is also made in section “Report on Other
Legal and Regulatory Requirements”, and the Representations of the Members of the Board of Directors, but does not
include the financial statements and the auditor’s report thereon.
Our opinion on the separate and consolidated financial statements do 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
we conclude, based on our procedures performed, that there is a material misstatement therein, we are required to
communicate that matter. We have nothing to report, regarding the aforementioned matter.
Responsibilities of Management and Those Charged with Governance for the separate and
consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements
in accordance with the IFRSs as adopted by the European Union and for such internal control as management 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, management is responsible for assessing the Company’s
and 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 there is an intention to liquidate the Company or the Group or to cease operations,
or there is no realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company’s and 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, as incorporated into the Greek Law, 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 part of an audit in accordance with ISAs, as incorporated into the Greek Law, 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.
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
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D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
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•
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 Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
•
Conclude on the appropriateness of management’s 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 or 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 of 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.
•
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express audit opinion on the separate and consolidated financial statements. We are
responsible for the direction, supervision and performance 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 to 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.
Report on Other Legal and Regulatory Requirements
1.
Management Report of the Board of Directors
Taking into consideration that management is responsible for the preparation of the Management Report of the Board of
Directors and Corporate Governance Statement that is included therein, according to the provisions of paragraph 5 of Article
2 of Law 4336/2015 (part B), we note the following:
a.
The Management Report of the Board of Directors includes a Corporate Governance Statement that provides the
information required by Article 152 of Law 4548/2018.
b.
In our opinion, the Management Report of the Board of Directors has been prepared in accordance with the legal
requirements of articles 150-151 and 153-154 and paragraph 1 (c and d) of Article 152 of the Law 4548/2018 and
the content of the report is consistent with the accompanying financial statements for the year ended December
31, 2023.
c.
Based on the knowledge we obtained during our audit of the Company “INTRALOT S.A. INTEGRATED LOTTERY
SYSTEMS AND SERVICES” and its environment, we have not identified any material misstatements in the
Management Report of the Board of Directors.
2.
Complementary Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the Complementary
Report to the Company’s Audit Committee, in accordance with Article 11 of the European Union (EU) Regulation 537/2014.
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
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D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
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3. Non-audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in Article 5 of EU
Regulation 537/2014. The permitted non-audit services that we have provided to the Company and its subsidiaries during
the year ended December 31, 2023, are disclosed in Note 2.6 of the accompanying separate and consolidated financial
statements.
4. Auditor’s Appointment
We have been appointed as joint statutory auditors by the Shareholders’ Annual General Meeting of the Company on May
23, 2013. Since then, we have been appointed as joint statutory auditors for a total period of ten (10) years based on the
decisions of the Shareholders’ Annual General Meetings.
5. Internal Regulation Code
The Company has in effect Internal Regulation Code in conformance with the provisions of Article 14 of Law 4706/2020.
6.
Assurance Report on European Single Electronic Format
We examined the digital records of the Company “INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES”
(hereinafter the Company or/ and the Group), prepared in accordance with the European Single Electronic Format (ESEF)
as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989
(hereinafter ESEF Regulation), which comprise the separate and consolidated financial statements of the Company and the
Group for the year ended December 31, 2023, in XHTML format (213800XNTZ8P8L74HM35-2023-12-31-en.xhtml), as well
as the provided XBRL file (213800XNTZ8P8L74HM35-2023-12-31-en.zip) with the appropriate mark-up, on the
aforementioned consolidated financial statements, including the other explanatory information (Notes to financial
statements).
Regulatory framework
The digital records of the European Single Electronic Format are prepared in accordance with ESEF Regulation and the
European Commission Interpretative Communication 2020/C 379/01 of November 10, 2020, in conformance with Law
3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange
(hereinafter “ESEF Regulatory Framework”). In summary, this Framework includes, among others, the following
requirements:
•
All annual financial reports shall be prepared in XHTML format.
•
For the consolidated financial statements in accordance with IFRS, financial information included in the Income
Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity
and Cash Flow Statement, shall be marked-up with XBRL tags (XBRL ‘tags’ and “‘block tag”’) in accordance with
the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the
ESEF Regulatory Technical Standards.
The requirements set out in the effective ESEF Regulatory Framework constitute the appropriate criteria for expressing a
conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial statements of the
Company for the year ended December 31, 2023, in accordance with the requirements of the ESEF Regulatory Framework,
and for such internal control as management determines is necessary to enable the preparation of digital records that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement, in accordance with No. 214/4/11-02-2022 Decision
of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the “Guidelines
on the auditors’ engagement and assurance report on the European Single Electronic Format (ESEF) for issuers whose
securities are admitted to trading on a regulated market in Greece” as issued by the Institute of Certified Public Accountants
of Greece on February 14, 2022 (hereinafter “ESEF Guidelines”), in order to obtain reasonable assurance that the separate
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2023 Grant Thornton S.A.
Chartered Accountants Management Consultants | 58 Katechaki Av, 115 25 Athens
D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
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and consolidated financial statements of the Company prepared by management in accordance with ESEF, are in
compliance, in all material respects, with the effective ESEF Regulatory Framework.
We conducted our work in accordance with the International Ethics Standards Board of Accountants “Code of Ethics for
Professional Accountants” (IESBA Code), as incorporated into the Greek Law, and we have complied with the ethical
requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 “Assurance
Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited to the
requirements of the ESEF Guidelines. Reasonable assurance is a high level of assurance, but is not a guarantee that this
work will always detect a material misstatement of non-compliance with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the
Company for the year ended December 31, 2023, in XHTML format (213800XNTZ8P8L74HM35-2023-12-31-en.xhtml), as
well as the provided XBRL file (213800XNTZ8P8L74HM35-2023-12-31-en.zip) with the appropriate mark-up on the
aforementioned consolidated financial statements including the other explanatory information, have been prepared, in all
material respects, in accordance with the requirements of the ESEF Regulatory Framework..
Athens, March 29, 2024
The Certified Public Accountants
Anastasios F. Dallas
Panagiotis Noulas
SOEL Reg. No. 27021
SOEL Reg. No 40711
SOL S.A.
Member of Crowe Global
3, Fok. Negri Street, 112 57 Athens, Greece
Institute of CPA (SOEL) Reg. No. 125
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
140
ANNUAL FINANCIAL STATEMENTS
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE YEAR 2023
Amounts reported in thousand €
Notes
GROUP
COMPANY
1/1-
31/12/2023
1/1-31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Sale Proceeds
2.2
364.022
392.791
67.957
36.697
Less: Cost of Sales
-218.779
-265.077
-31.306
-29.815
Gross Profit /(loss)
145.243
127.714
36.651
6.882
Other Operating Income
2.3
30.415
24.882
937
741
Selling Expenses
-24.419
-21.080
-6.001
-5.899
Administrative Expenses
-81.483
-73.079
-10.265
-10.812
Research and Development Expenses
-1.458
-1.509
-1.458
-1.509
Reorganization expenses
0
-1.223
0
0
Other Operating Expenses
2.9
-6.743
-4.119
-500
-61
EBIT
2.1.6
61.555
51.586
19.364
-10.658
EBITDA
2.1.6
129.456
122.871
30.514
2.636
Income/(expenses) from participations and investments
2.7
1.683
-887
16.687
1.909
Gain/(loss) from assets disposal, impairment loss and write-off of assets
2.8
-1.205
577
-807
652
Interest and similar expenses
2.10
-41.756
-38.911
-17.415
-17.742
Interest and similar income
2.10
6.087
2.194
5.745
3.726
Exchange Differences
2.11
-214
-430
-516
1.184
Profit / (loss) from equity method consolidations
235
256
0
0
Profit / (loss) to net monetary position
2.34
7.172
15.380
0
0
Profit/(loss) before tax from continuing operations
33.557
29.765
23.056
-20.930
Tax
2.12
-19.735
-10.805
-4.665
2.303
Profit / (loss) after tax from continuing operations (a)
13.822
18.960
18.391
-18.628
Profit / (loss) after tax from discontinued operations (b) ¹
2.31
0
5.568
0
0
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
13.822
24.528
18.391
-18.628
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
5.836
6.326
18.390
-18.626
-Profit/(loss) from discontinued operations ¹
2.31
0
5.568
0
0
5.836
11.894
18.390
-18.626
Non-Controlling Interest
-Profit/(loss) from continuing operations
7.986
12.633
0
0
-Profit/(loss) from discontinued operations ¹
2.31
0
0
0
0
7.986
12.633
0
0
Earnings/(losses) after tax per share (in €) from total operations
-basic
0,0140
0,0477
0,0442
-0,0747
-diluted
0,0140
0,0477
0,0442
-0,0747
Weighted Average number of shares
416.040.074
249.493.407
416.040.074
249.493.407
¹The activities of the associate of the Group in Taiwan (
GoReward Ltd)
are presented as discontinued operations pursuant to IFRS 5 (note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
141
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE YEAR 2023
Amounts reported in thousand €
Notes
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
13.822
24.528
18.391
-18.628
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
5.836
6.326
18.390
-18.626
-Profit/(loss) from discontinued operations ¹
2.31
0
5.568
0
0
5.836
11.894
18.390
-18.626
Non-Controlling Interest
-Profit/(loss) from continuing operations
7.986
12.633
0
0
-Profit/(loss) from discontinued operations ¹
2.31
0
0
0
0
7.986
12.633
0
0
Other comprehensive income after tax
Amounts that may not be reclassified to profit or loss:
Defined benefit plans revaluation for subsidiaries and parent company
2.26
8
88
-1
69
Defined benefit plans revaluation for associates and joint ventures
0
0
0
0
Valuation of assets measured at fair value through other comprehensive income of
parent and subsidiaries
80
9
80
10
Amounts that may be reclassified to profit or loss:
Exchange differences on subsidiaries consolidation
2.23
-16.052
-1.805
0
0
Share of exchange differences on consolidation of associates and joint ventures
2.23
525
-5.692
0
0
Other comprehensive income/ (expenses) after tax
-15.439
-7.400
79
79
Total comprehensive income / (expenses) after tax
-1.617
17.128
18.470
-18.549
Attributable to:
Equity holders of parent
-2.160
6.118
18.469
-18.547
Non-Controlling Interest
543
11.010
0
0
¹ The activities of the associate of the Group in Taiwan (
GoReward Ltd)
are presented as discontinued operations pursuant to IFRS 5 (note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
142
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2023
Amounts reported in thousand €
GROUP
COMPANY
1/10-31/12/2023
1/10-31/12/2022
1/10-31/12/2023
1/10-31/12/2022
Sale Proceeds
83.999
91.041
23.853
17.811
Less: Cost of Sales
-45.993
-49.878
-9.369
-9.624
Gross Profit /(loss)
38.006
41.163
14.484
8.187
Other Operating Income
8.731
6.950
696
113
Selling Expenses
-8.467
-5.476
-1.911
-1.444
Administrative Expenses
-23.820
-20.279
-3.136
-2.926
Research and Development Expenses
-465
-342
-465
-342
Reorganization expenses
0
-87
0
0
Other Operating Expenses
-4.885
-3.486
-223
-19
EBIT
9.100
18.443
9.445
3.569
EBITDA
28.450
34.824
12.103
6.719
Income/(expenses) from participations and investments
144
-326
10.462
0
Gain/(loss) from assets disposal, impairment loss and write-off of assets
-1.103
9
-800
81
Interest and similar expenses
-10.371
-9.969
-3.498
-4.582
Interest and similar income
2.683
684
5.614
3.074
Exchange Differences
2.321
-779
127
-43
Profit / (loss) from equity method consolidations
107
58
0
0
Profit / (loss) to net monetary position
-1.441
2.269
0
0
Profit/(loss) before tax from continuing operations
1.440
10.389
21.350
2.099
Tax
-5.371
4.088
-4.723
2.590
Profit / (loss) after tax from continuing operations (a)
-3.931
14.477
16.627
4.689
Profit / (loss) after tax from discontinued operations (b) ¹
0
0
0
0
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
-3.931
14.477
16.627
4.689
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
-3.207
12.348
16.626
4.687
-Profit/(loss) from discontinued operations ¹
0
0
0
0
-3.207
12.348
16.626
4.687
Non-Controlling Interest
-Profit/(loss) from continuing operations
-724
2.129
0
0
-Profit/(loss) from discontinued operations ¹
0
0
0
0
-724
2.129
0
0
Earnings/(losses) after tax per share (in €) from total operations
-basic
-0,0061
0,0325
0,0317
0,0123
-diluted
-0,0061
0,0325
0,0317
0,0123
Weighted Average number of shares
525.173.949
379.662.116
525.173.949
379.662.116
¹ The activities of the associate of the Group in Taiwan (
GoReward Ltd)
are presented as discontinued operations pursuant to IFRS 5 (note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
143
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2023
Amounts reported in thousand €
GROUP
COMPANY
1/10-31/12/2023
1/10-31/12/2022
1/10-31/12/2023
1/10-31/12/2022
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
-3.931
14.477
16.627
4.689
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
-3.207
12.348
16.626
4.687
-Profit/(loss) from discontinued operations ¹
0
0
0
0
-3.207
12.348
16.626
4.687
Non-Controlling Interest
-Profit/(loss) from continuing operations
-724
2.129
0
0
-Profit/(loss) from discontinued operations ¹
0
0
0
0
-724
2.129
0
0
Other comprehensive income after tax
Amounts that may not be reclassified to profit or loss:
Defined benefit plans revaluation for subsidiaries and parent company
-58
88
-53
69
Defined benefit plans revaluation for associates and joint ventures
0
0
0
0
Valuation of assets measured at fair value through other comprehensive income of
parent and subsidiaries
65
12
65
12
Amounts that may be reclassified to profit or loss:
Exchange differences on subsidiaries consolidation
-3.687
907
0
0
Share of exchange differences on consolidation of associates and joint ventures
45
-5.756
0
0
Other comprehensive income/ (expenses) after tax
-3.635
-4.749
12
81
Total comprehensive income / (expenses) after tax
-7.566
9.728
16.639
4.770
Attributable to:
Equity holders of parent
-5.090
7.884
16.638
4.768
Non-Controlling Interest
-2.476
1.844
0
0
¹ The activities of the associate of the Group in Taiwan (
GoReward Ltd)
are presented as discontinued operations pursuant to IFRS 5 (note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
144
STATEMENT OF FINANCIAL POSITION OF THE GROUP/COMPANY
Amounts reported in thousand €
Notes
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
ASSETS
Tangible assets
2.14
91.560
113.770
10.821
13.457
Investment property
2.15
2.497
2.556
2.497
2.556
Intangible assets
2.16
182.322
208.607
45.385
51.954
Investment in subsidiaries, associates and joint ventures
2.17
15.226
13.178
275.857
268.948
Other financial assets
2.18
159
87
159
84
Deferred Tax asset
13.831
13.215
2.383
5.383
Other long-term receivables
2.19
26.880
29.542
24.311
26.481
Total Non-Current Assets
332.475
380.954
361.413
368.863
Inventories
2.21
24.355
23.921
2.534
3.199
Trade and other short-term receivables
2.20
119.915
109.844
117.098
91.923
Other financial assets
2.18
0
8
0
0
Cash and cash equivalents
2.22
111.915
102.366
16.602
6.141
Total Current Assets
256.185
236.138
136.234
101.263
TOTAL ASSETS
588.660
617.092
497.647
470.126
EQUITY AND LIABILITIES
Share capital
2.23
181.229
111.401
181.229
111.401
Share premium
2.23
122.364
62.081
122.364
62.081
Treasury shares
2.23
0
0
0
0
Other reserves
2.23
68.635
68.488
56.976
56.897
Foreign currency translation reserve
2.23
-110.807
-102.723
0
0
Retained earnings
-237.137
-247.156
-63.824
-82.214
Total equity attributable to shareholders of the parent
24.284
-107.909
296.745
148.165
Non-Controlling Interest
17.827
20.196
0
0
Total Equity
42.111
-87.713
296.745
148.165
Long term debt
2.25
182.132
558.929
0
267.309
Staff retirement indemnities
1.559
1.411
1.258
1.154
Other long-term provisions
2.31
17.929
16.446
10.376
9.735
Deferred Tax liabilities
2.12
12.972
9.982
0
0
Other long-term liabilities
2.28
191
950
18
36
Long term lease liabilities
2.25
11.104
11.424
318
423
Total Non-Current Liabilities
225.887
599.143
11.970
278.657
Trade and other short-term liabilities
2.29
61.452
78.251
30.020
41.357
Short term debt and lease liabilities
2.25
251.908
22.472
158.850
1.690
Income tax payable
3.862
767
25
218
Short term provision
2.31
3.440
4.172
40
40
Total Current Liabilities
320.662
105.662
188.935
43.304
TOTAL LIABILITIES
546.549
704.805
200.902
321.961
TOTAL EQUITY AND LIABILITIES
588.660
617.092
497.647
470.126
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
145
STATEMENT OF CHANGES IN EQUITY OF THE GROUP
STATEMENT OF CHANGES IN EQUITY
INTRALOT GROUP
Share
Capital
Treasury
Shares
Share
premium
Legal
Reserve
Other
Reserves
Foreign currency
translation reserve
Retained
Earnings
Total
Non-Controlling
Interest
Grand
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2023
111.401
0
62.081
23.716
44.772
-102.723
-247.156
-107.909
20.196
-87.713
Share Capital Increase
69.828
0
60.282
0
0
0
0
130.110
0
130.110
Period’s results
0
0
0
0
0
0
5.836
5.836
7.986
13.822
Other comprehensive income / (expenses)
after tax
0
0
0
0
88
-8.084
0
-7.996
-7.443
-15.439
Dividends to equity holders of parent / non-
controlling interest
0
0
0
0
0
0
0
0
-4.571
-4.571
Non-controlling interest's participation in share
capital increase/(decrease) of subsidiary
0
0
0
0
0
0
0
0
-2.428
-2.428
Effect due to change in participation
0
0
0
0
1
0
245
246
89
335
Adjustment to net monetary position
0
0
0
187
0
0
3.811
3.998
3.998
7.996
Cancelation of own shares
0
0
0
0
0
0
0
0
0
0
Transfer between reserves
0
0
0
-61
-67
0
128
0
0
0
Balances as December 31 2023
181.229
0
122.364
23.842
44.793
-110.807
-237.137
24.284
17.827
42.111
STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP
Share
Capital
Treasury
Shares
Share
premium
Legal
Reserve
Other
Reserves
Foreign
currency
translation
reserve
Retained
Earnings
1
Total
Non-
Controlling
Interest
Grand
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2022
45.679
-3.018
0
24.309
44.680
-96.854
-138.246
-123.450
7.985
-115.465
Effect from the application of IAS 29
0
0
0
580
0
0
4.700
5.280
5.271
10.551
Opening Balance as at 1 January 2022 after the revaluation
from reconsideration of IAS 29 2022
45.679
-3.018
0
24.889
44.680
-96.854
-133.546
-118.170
13.256
-104.914
Effect on retained earnings from previous years adjustments
0
0
0
0
0
0
0
0
0
0
Share Capital Increase
66.840
0
62.081
0
0
0
0
128.921
0
128.921
Period’s results
0
0
0
0
0
0
11.894
11.894
12.633
24.528
Other comprehensive income / (expenses) after tax
0
0
0
0
92
-5.869
0
-5.777
-1.623
-7.400
Dividends to equity holders of parent / non-controlling interest
0
0
0
0
0
0
0
0
-4.662
-4.662
Subsidiary disposal/liquidation
0
0
0
-
-8
0
0
-7
-15
0
-15
Effect due to change in participation percentage
0
0
0
0
0
0
-125.398
-125.398
317
-125.081
Adjustment to net monetary position
0
0
0
127
0
0
330
457
453
910
Cancelation of own shares
-1.117
3.018
0
0
0
0
-1.901
0
0
0
Associate companies stock options
0
0
0
0
0
0
0
0
0
0
Transfer between reserves
0
0
0
-1.292
0
0
1.470
178
-178
0
Balances as December 31 2022
111.401
0
62.081
23.716
44.772
-102.723
-247.156
-107.909
20.196
-87.713
1
The amount of €125,2 milion concern the impact in Total Equity from the repurchase from the Group, through its wholly owned Dutch subsidiary “Intralot Global Holdings B.V.” (IGH), the 34,27% of
“Intralot US Securities B.V.”
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
146
STATEMENT OF CHANGES IN EQUITY OF THE COMPANY
STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
Share
Capital
Treasury
Shares
Share
premium
Legal
Reserve
Other
Reserves
Retained
Earnings
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2023
111.401
0
62.081
15.896
41.001
-82.214
148.165
Share Capital Increase
69.828
0
60.282
0
0
0
130.110
Period’s results
0
0
0
0
0
18.390
18.391
Other comprehensive income /(expenses) after taxes
0
0
0
0
79
0
79
Cancelation of own shares
0
0
0
0
0
0
0
Transfer between reserves
0
0
0
0
0
0
0
Balances as December 31 2023
181.229
0
122.364
15.896
41.080
-63.824
296.745
STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
Share
Capital
Treasury
Shares
Share
premium
Legal
Reserve
Other
Reserves
Retained
Earnings
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2022
45.679
-3.018
0
15.896
38.622
-59.388
37.791
Share Capital Increase
66.840
0
62.081
0
0
0
128.921
Period’s results
0
0
0
0
0
-18.626
-18.628
Other comprehensive income /(expenses) after taxes
0
0
0
0
79
0
79
Cancelation of own shares
-1.117
3.018
0
0
0
-1.901
0
Transfer between reserves
0
0
0
0
2.300
-2.300
0
Balances as December 31 2022
111.401
0
62.081
15.896
41.001
-82.214
148.165
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
147
CASH FLOW STATEMENT OF THE GROUP/COMPANY
Amounts reported in thousands of € (total
operations)
Notes
GROUP
COMPANY
1/1-
31/12/2023
1/1-31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Operating activities
Profit / (loss) before tax from continuing operations
33.557
29.765
23.056
-20.930
Profit / (loss) before tax from discontinued
operations
2.31
0
5.568
0
0
Profit / (loss) before Taxation
33.557
35.333
23.056
-20.930
Plus / Less adjustments for:
Depreciation and amortization
2.5
67.901
70.063
11.151
13.295
Provisions
566
1.373
559
-873
Results (income, expenses, gain and loss) from
investing activities
464
-4.137
-16.252
-3.145
Interest and similar expenses
2.10
41.756
38.911
17.415
17.742
Interest and similar income
2.10
-6.087
-2.194
-5.745
-3.726
(Gain) / loss to net monetary position
2.34
-7.172
-15.380
0
0
Reorganization expenses
2.1.6
0
1.223
0
0
Plus / less adjustments for changes in working
capital:
Decrease / (increase) of inventories
-1.696
-6.521
315
336
Decrease / (increase) of receivable accounts
-18.534
-6.843
-26.222
-9.290
(Decrease) / increase of payable accounts (except
banks)
8.999
-3.383
1.087
3.444
Income tax (paid)/received
-7.244
-12.179
-240
-1.330
Total inflows / (outflows) from operating
activities (a)
112.510
96.266
5.124
-4.477
Investing Activities
(Purchases) / Sales of subsidiaries, associates, joint
ventures and other investments
-2.248
-125.134
-212
-125.872
Purchases of tangible and intangible assets
-29.735
-26.578
-2.935
-2.817
Proceeds from sales of tangible and intangible assets
10
52
5
26
Interest received
4.428
3.300
446
1.533
Dividends received
1.138
1.149
3.472
1.705
Total inflows / (outflows) from investing
activities (b)
-26.407
-147.211
776
-125.425
Financing Activities
Proceeds from issues of shares and other equity
securities
2.23
130.110
128.921
130.110
128.921
Return of Capital to minority shareholders of
subsidiary
2.31
-1.499
0
0
0
Sale of own shares
0
0
0
0
Cash inflows from loans
2.25
0
226.425
3.830
1.297
Repayment of loans
2.25
-142.164
-253.761
-98.219
-1.959
Repayments of lease liabilities
2.25
-5.987
-5.423
-272
-310
Interest and similar expenses paid
2.25
-39.570
-41.811
-30.653
-262
Dividends paid
2.24
-4.537
-3.689
0
0
Reorganization expenses paid
0
-1.031
0
0
Total inflows / (outflows) from financing
activities (c)
-63.649
49.631
4.796
127.687
Net increase / (decrease) in cash and cash
equivalents for the period (a) + (b) + (c)
22.454
-1.316
10.695
-2.214
Cash and cash equivalents at the beginning of
the period
2.22
102.366
107.339
6.141
8.338
Net foreign exchange difference
-12.905
-3.657
-234
17
Cash and cash equivalents at the end of the
period from total operations
2.22
111.915
102.366
16.602
6.141
The primary financial statements should be read in conjunction with the accompanying notes.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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148
1. GENERAL INFORMATION
INTRALOT S.A. – “Integrated Lottery Systems and Gaming Services”, with the distinct title «INTRALOT» is a
business entity that was established based on the Laws of Hellenic Republic, whose shares are traded in the
Athens Stock Exchange. Reference to «INTRALOT» or the «Company» includes INTRALOT S.A. whereas
reference to the «Group» includes INTRALOT S.A. and its fully consolidated subsidiaries, unless otherwise
stated. The Company was established in 1992 and has its registered office in 19 km, Markopoulou Ave., 19
002 Peania - Attica, Greece.
INTRALOT, a public listed company, is the leading supplier of integrated gaming and transaction processing
systems, innovative game content, sports betting management and interactive gaming services to state-
licensed gaming organizations worldwide. Its broad portfolio of products & services, its know-how of Lottery,
Betting, Racing & Video Lottery operations and its leading-edge technology, give INTRALOT a competitive
advantage, which contributes directly to customers’ efficiency, profitability and growth. With presence in 39
countries and states, with approximately 1.700 employees and revenues from continuing operations of €364
million for 2023, INTRALOT has established its presence on all 5 major continents.
The financial statements of the Group and the Company for the period ended December 31, 2023 were
approved by the Board of Directors on March 29, 2024.
2. NOTES TO ANNUAL FINANCIAL STATEMENTS
2.1.1
Basis of preparation of the Financial Statements
The attached financial statements have been prepared on the historical cost basis, except for the financial
assets measured at fair value through other comprehensive income and the derivative financial instruments
that are measured at fair value, or at cost if the difference is not a significant amount, and on condition that
the Company and the Group would continue as a going concern, as described below. The attached financial
statements are presented in Euros and all values are rounded to the nearest thousand (€000) except if
indicated otherwise.
Going concern
The Management assesses that the Group and the Company have sufficient liquidity to meet all their
obligations when they become due, and there is no material uncertainty about their ability to continue their
operations in the foreseeable future. Therefore, the financial statements have been prepared on a going
concern basis, assuming that the Company will have the ability to continue its operations as an economic
entity in the foreseeable future. The going concern basis of accounting takes into account the current and
anticipated financial position of the Company and the Group, considering the conditions and actions planned
and implemented by the management, as detailed below.
Specifically, the Management has taken into consideration the following: a) the financial position of the Group
and the Company, b) the risks faced by the Group and the Company that could impact their business model
and capital adequacy, and c) the
actions that took place within the fiscal year ending on December 31, 2023,
which are further detailed in the Management Report of the Board of Directors in the section Recent
Developments in the Company, as well as in the related notes (notes
2.25
and
2.38
) of the Financial
Statements, and which led to the lifting from the
Surveillance Category
of the company's stock on the Athens
Stock Exchange and to the change of the Group's Equity to positive.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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However, the working capital of the Group as of the reporting period end date had become negative, due to
the obligation to repay bonds maturing on September 15, 2024, with an initial nominal value of €500 million
and book value of €229,57 million, within a 9-month timeframe from the reporting date of the consolidated
financial statements for the period ending on December 31, 2023.
Regarding the above, the Management of the Group has already completed the issuance of a Retail Bond Loan
on the Athens Stock Exchange in the amount of €130 million, excluding issuance expenses, directing the total
raised funds to the partial repayment of a corresponding amount plus interest of the existing 5,250% bonds
maturing in September 2024, thereby reducing the outstanding balance to approximately €99,5 million.
Additionally, it has finalized the signing and disbursement of a loan of up to €100 million with a consortium of
5 Greek banks and has already requested the full repayment of the aforementioned outstanding balance of
€99,5 million plus interest within the first ten days of April 2024.
Therefore, taking into consideration the above, the successful increases in equity capital, the steady generation
of cash flow surplus at the Group level, and most recently, the successful extension by one year of the Intralot
Inc. loan, which, combined with the continuous improvement in operational profitability, have significantly
enhanced the leverage ratio of consolidated results to 2,57x as of the reporting date of the publication of the
2023 results, as well as all available information regarding the foreseeable future, the Management estimates
that the Group has ensured the capability of smoothly continuing its operations, and that the basis for
preparing the financial statements of the Group and the Company based on the going concern principle is
correct.
2.1.2
Statement of compliance
These financial statements for the period ended December 31, 2023 have been prepared in accordance with
International Financial Reporting Standards (IFRS), including the International Accounting Standards (IAS)
and Interpretations issued by International Financial Reporting Interpretations Committee (IFRIC), that have
been endorsed by the European Union as of December 31, 2023.
2.1.3
Financial Statements
The consolidated and standalone Financial Statements of the Company have been prepared in accordance with
the International Financial Reporting Standards (hereinafter IFRS) of the International Accounting Standards
Board (IASB) and the Interpretations of the International Financial Reporting Interpretations Committee
(hereinafter IFRIC Interpretations) as adopted by the European Union.
INTRALOT’s Greek subsidiaries keep their accounting books and records and prepare their financial statements
in accordance with GAS (L.4308/2014), the International Financial Reporting Standards (IFRS) and current
tax regulations. INTRALOT’s foreign subsidiaries keep their accounting books and records and prepare their
financial statements in accordance with the applicable laws and regulations in their respective countries. For
the purpose of the consolidated financial statements, Group entities’ financial statements are adjusted and
prepared in relation to the requirements of the International Financial Reporting Standards (IFRS).
2.1.4 Changes in accounting policies
For the preparation of the financial statements of period ended December 31, 2023, the accounting policies
adopted are consistent with those followed in the preparation of the most recent annual financial statements
(
December 31, 2022
), except for the below mentioned adoption of new standards and interpretations
applicable for fiscal periods beginning at January 1, 2023.
Standards and Interpretations compulsory for the fiscal year 2023
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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150
New standards, amendments of published standards and interpretations mandatory for accounting periods
beginning on 1st January 2023. The Group’s assessment of the impact of these new and amended standards
and interpretations is set out below.
IFRS 17 ‘Insurance contracts’ and Amendments to IFRS 17
IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020,
supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and
disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity
provides relevant information that faithfully represents those contracts. The new standard solves the
comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent
manner. Insurance obligations will be accounted for using current values instead of historical cost. The
amendment did not have any impact on the Group Financial Statements.
IAS 1 (Amendments) ‘Presentation of Financial Statements’ and IFRS Practice Statement 2
‘Disclosure of Accounting policies’
The amendments require companies to disclose their material accounting policy information and provide
guidance on how to apply the concept of materiality to accounting policy disclosures. The amendment did not
have any impact on the Group Financial Statements.
IAS 8 (Amendments) ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition
of Accounting Estimates’
The amendments clarify how companies should distinguish changes in accounting policies from changes in
accounting estimates. The amendment did not have any impact on the Group Financial Statements.
IΑS 12 (Amendments) ‘Deferred tax related to Assets and Liabilities arising from a Single
Transaction’
The amendments require companies to recognise deferred tax on transactions that, on initial recognition, give
rise to equal amounts of taxable and deductible temporary differences. This will typically apply to transactions
such as leases for the lessee and decommissioning obligations.
The amendment did not have any impact on
the Group Financial Statements.
IFRS 17 (Amendment) ‘Initial Application of IFRS 17 and IFRS 9 – Comparative Information’
The amendment is a transition option relating to comparative information about financial assets presented on
initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting
mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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of comparative information for users of financial statements.
The amendment did not have any impact on the
Group Financial Statements.
IAS 12 ‘Income taxes’ (Amendments): International Tax Reform – Pillar Two Model Rules
The amendments introduce a mandatory temporary exception from accounting for deferred taxes arising from
the Organisation for Economic Co-operation and Development’s (OECD) international tax reform. The
amendments also introduce targeted disclosure requirements.
The temporary exception applies immediately and retrospectively in accordance with IAS 8, whereas the
targeted disclosure requirements will be applicable for annual reporting periods beginning on or after 1 January
2023.
The amendment did not have any impact on the Group Financial Statements.
Standards and Interpretations compulsory after December 31, 2023
The following new standards, amendments and IFRICs have been published but are in effect for the annual
fiscal period beginning the 1st of January 2024 and have not been adopted from the Group earlier.
IAS 1 ‘Presentation of Financial Statements’ (Amendments) (effective for annual periods beginning
on or after 1 January 2024)
2020 Amendment ‘Classification of liabilities as current or non-current’
The amendment clarifies that liabilities are classified as either current or non-current depending on the rights
that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or
events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the
‘settlement’ of a liability. The Group will assess the impact of the amendment on its financial statements.
2022 Amendments ‘Non-current liabilities with covenants’
Τ
he new amendments clarify that if the right to defer settlement is subject to the entity complying with
specified conditions (covenants), this amendment will only apply to conditions that exist when compliance is
measured on or before the reporting date. Additionally, the amendments aim to improve the information an
entity provides when its right to defer settlement of a liability is subject to compliance with covenants within
twelve months after the reporting period.
The 2022 amendments changed the effective date of the 2020 amendments. As a result, the 2020 and 2022
amendments are effective for annual reporting periods beginning on or after 1 January 2024 and should be
applied retrospectively in accordance with IAS 8. As a result of aligning the effective dates, the 2022
amendments override the 2020 amendments when they both become effective in 2024. The Group will assess
the impact of the amendment on its financial statements.
IFRS 16 (Amendment) ‘Lease Liability in a Sale and Leaseback’ (effective for annual periods
beginning on or after 1 January 2024)
The amendment clarifies how an entity accounts for a sale and leaseback after the date of the transaction.
Sale and leaseback transactions where some or all the lease payments are variable lease payments that do
not depend on an index or rate are most likely to be impacted. An entity applies the requirements
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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retrospectively back to sale and leaseback transactions that were entered into after the date when the entity
initially applied IFRS 16. The Group will assess the impact of the amendment on its financial statements.
IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial Instruments’ (Amendments) - Disclosures:
Supplier Finance Arrangements (effective for annual periods beginning on or after 1 January 2024)
The amendments require companies to disclose information about their Supplier Finance Arrangements such
as terms and conditions, carrying amount of financial liabilities that are part of such arrangements, ranges of
payment due dates and liquidity risk information. The amendments have not yet been endorsed by the EU.
The Group will assess the impact of the amendment on its financial statements.
IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (Amendments) - Lack of exchangeability
(effective for annual periods beginning on or after 1 January 2025)
These amendments require companies to apply a consistent approach in assessing whether a currency can be
exchanged into another currency and, when it cannot, in determining the exchange rate to use and the
disclosures to provide. The amendments have not yet been endorsed by the EU. The Group will assess the
impact of the amendment on its financial statements.
2.1.5 Material accounting policies
The information related to the accounting policies that are considered material for the preparation of the
financial statements are the following:
Consolidation base
The consolidated financial statements comprise the financial statements of INTRALOT S.A. and its subsidiaries
as at the end of each reporting period. The financial statements of the subsidiaries are prepared for the same
reporting period as the parent company, using consistent accounting policies.
Adjustments are made to bring in line any dissimilar accounting policies that may have existed. All
intercompany balances and transactions, including unrealized profits arising from intra-group transactions,
have been eliminated in full. Unrealized losses are eliminated unless costs cannot be recovered.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee. Specifically, the
Group controls an investee if and only if the Group has:
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee)
•
Exposure, or rights, to variable returns from its involvement with the investee, and
•
The ability to use its power over the investee to affect the amount of its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
•
The contractual arrangement with the other vote holders of the investee
•
Rights arising from other contractual arrangements
•
The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets,
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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153
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated statements of comprehensive income and financial position from the date the Group gains control
until the date the Group ceases to control the subsidiary.
Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted
for as equity transactions (i.e. transactions with owners in their capacity as owners).
Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even
if this results in the non-controlling interests having a deficit balance.
If the Group loses control over a subsidiary, it:
•
derecognizes the assets (including goodwill) and liabilities of the subsidiary,
•
derecognizes the carrying amount of any non-controlling interests in the former subsidiary (including
any components of other comprehensive income attributable to them),
•
derecognizes the cumulative translation differences that have been recorded in equity,
•
recognizes the fair value of the consideration received from the transaction,
•
recognizes any investment retained in the former subsidiary at its fair value at the date when control is
lost,
•
reclassifies to profit or loss, (or transfers directly to retained earnings if required in accordance with
other IFRSs), the amounts that have been recorded in the parent’s share of other comprehensive
income,
•
recognizes any resulting difference as a gain or loss in profit or loss.
Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for
the part of the reporting year during which the Group has control.
Business combination and goodwill
a) Subsidiaries
Subsidiaries are entities that are controlled by the Group. Subsidiaries are consolidated using the acquisition
method according to IFRS 3. The cost of an acquisition is measured as the aggregate of the consideration
transferred measured at acquisition date fair value and the amount of any non-controlling interest in the
acquiree. For each subsidiary acquired, the Group elects whether to measure the non-controlling interests in
the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-
related costs are expensed as incurred and included to income statement.
At the acquisition date, the Group classifies or designates the identifiable assets acquired and liabilities
assumed on the basis of the contractual terms, economic conditions, its operating or accounting policies and
other pertinent conditions as they exist at the acquisition date
.
In a business combination achieved in stages, the Group remeasures its previously held equity interest in the
acquiree at its acquisition-date fair value and recognizes the resulting gain or loss in profit or loss. In prior
reporting periods, the Group may have recognized changes in the value of its equity interest in the acquiree
in other comprehensive income (i.e. due to the fact that the investment has been classified as available for
sale). If so, the amount that was recognized in other comprehensive income shall be recognized on the same
basis as would be required if the Group had disposed directly of the previously held equity interest.
The Group recognizes any contingent consideration at the fair value, at the acquisition date. Subsequent
changes to the fair value of the contingent consideration which is deemed to be an asset or a liability will be
recognized in accordance with IFRS 9 either in income statement or as a change in other comprehensive
income.
If the contingent consideration is not within the scope of IFRS 9, it is measured in accordance with
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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154
the appropriate IFRS. If the contingent consideration is classified as equity, it shall not be remeasured until it
is finally settled within equity.
Goodwill in a business acquisition is initially measured at cost being the excess of the consideration transferred,
the amount recognized for non-controlling interests and any previous interest held, over the net fair value of
the identifiable assets acquired and liabilities assumed of the acquiree. If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to
measure the amounts to be recognized at the acquisition date. If the re-assessment still results in an excess
of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is
recognized in profit or loss. Any goodwill arising on the acquisition of a foreign subsidiary and any fair value
adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets
and liabilities of the foreign operation and translated at the closing rate accordingly.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Based on
IFRS 3 “Business combinations”, Goodwill is not amortized. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units. Goodwill is reviewed for impairment, annually or more
frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, to which the
goodwill relates. Where recoverable amount of the cash-generating unit is less than the carrying amount, an
impairment loss is recognized.
Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of,
the goodwill associated with the operation disposed of is included in the carrying amount of the operation
when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is
measured on the basis of the relative values of the operation disposed of and the portion of the cash-
generating unit retained.
Any impairment losses that have been recognized for goodwill, will not be reversed in future periods.
Investments in subsidiaries are stated in the individual statement of financial position of the Company at their
cost less any impairment in value.
b) Investment in associates and joint ventures
Associates are entities over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee, but is not control or joint control
over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control
of an arrangement, which exists only when decisions about the relevant activities require unanimous consent
of the parties sharing control.
The considerations made in determining significant influence or joint control are similar to those necessary to
determine control over subsidiaries.
The Group’s investments in associates and joint ventures are accounted for using the equity method.
Under this method, investments in associates or joint ventures are carried in the statement of financial position
at cost plus post acquisition changes in the Group’s share of net assets of the associate or joint venture.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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155
Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is
neither amortized nor individually tested for impairment.
The income statement reflects the Group’s share of the post-acquisition associate’s or joint venture’s results
after taxes and non-controlling interests of the associate’s or joint venture’s subsidiaries. Any change in other
comprehensive income of those investees is presented as part of the Group’s other comprehensive income.
Also, the Group’s share of the changes in associates’ or joint ventures’ equity is directly recognized to the
consolidated statement of changes in equity. Unrealized gains and losses resulting from transactions between
the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or
joint venture.
If an associate or joint venture uses accounting policies other than those of the Group for similar transactions
and events in similar circumstances, adjustments are made to the associate’s or joint venture’s financial
statements so as to apply the equity method.
The financial statements of associates or joint ventures are prepared for the same reporting period as the
parent company.
If the Group’s share of losses of an associate or joint venture equals or exceeds its interest in the associate
or joint venture, the Group discontinues recognizing its share of further losses, unless it has incurred legal or
constructive obligations or made payments on behalf of the associate or joint venture.
After application of the equity method, the Group applies the requirements of the relative IFRSs to determine
whether it is necessary to recognize any additional impairment loss with respect to its net investment in the
associate or joint venture. The Group incurs impairment test at the end of each reporting period comparing
the recoverable amount of the investment in associate or joint venture to its carrying value and recognizes
the difference in the income statement of the period.
The Group discontinues the use of the equity method from the date when it ceases to have significant influence
over an associate or joint control over a joint venture and accounts for the investment in accordance with
IFRS 9 measuring the investment at fair value. Any difference between the carrying amount and the fair value
of the investment in associate or joint venture is recognized in the income statement of the period.
Investments in associates or joint venture are stated in the statement of financial position of the Company at
their cost less any impairment in value.
Foreign Currency Translation
The functional and presentation currency of INTRALOT S.A. and its subsidiaries which are located in Greece is
the euro (€). The Group’s consolidated financial statements are presented in euros. For each entity the Group
determines the functional currency and items included in the financial statements of each entity are measured
using that functional currency.
a) Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional
currency spot rates at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency
spot rates of exchange at the reporting date.
All resulting differences are taken to the consolidated income statement with the exception of differences on
foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken
directly to Other Comprehensive Income until the disposal of the net investment, at which time they are
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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156
recognized in the consolidated income statement. Tax charges and credits attributable to exchange differences
on those borrowings are also dealt with in Other Comprehensive Income.
Exchange differences resulting from financial assets and liabilities (intragroup loans and long term nontrade
receivables/payables for which settlement is neither planned nor likely to occur in the foreseeable future) that
has been classified as part of an entity’s net investment in a subsidiary with foreign operations, are recognized
in income statement in the separate financial statements of the entity or/and subsidiary. In the consolidated
financial statements, the above exchange differences are recognized in other comprehensive income and
included in the exchange differences reserve. When the settlement of the above financial assets and liabilities
is planned or likely to occur in the foreseeable future, cumulative exchange differences in reserves are
reclassified in consolidated income statement since the financial assets and liabilities cease to be part of an
entity’s net investment in a subsidiary with foreign operations. The same accounting treatment of
reclassification applied on the subsidiary disposal.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate as at the date of initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined. The gain or
loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition
of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain
or loss is recognized in other comprehensive income or profit or loss are also recognized in other
comprehensive income or profit or loss, respectively).
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying
amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign
operation and translated at the spot rate of exchange at the reporting date.
b) Group companies
The functional currency of the overseas subsidiaries is the currency of the country in which these subsidiaries
are located and operate. As at the reporting date, the assets and liabilities of these overseas subsidiaries are
translated into the presentation currency of INTRALOT S.A. at the rate of exchange ruling at the reporting
date and, their statements of comprehensive income are translated at the weighted average exchange rates
for the year. The resulting exchange differences arising on the retranslation are taken directly to a separate
component of Other Comprehensive Income. On disposal of a foreign entity, the deferred cumulative amount
recognized in Other Comprehensive Income relating to that particular foreign operation shall be transferred
to the income statement.
Tangible assets
Tangible assets are stated at cost less accumulated depreciation and any impairment in value. Such cost
includes the cost of replacing the tangible assets and borrowing costs for long-term construction assets if the
recognition criteria are met.
Depreciation is calculated on a straight-line basis over the useful life of the asset as follows:
•
Buildings (owned)
20 to 30 years
•
Installations on third party property
Over the duration of the lease but not less
than 5% per annum
•
Installations and Equipment
5 to 15 years
•
Machinery and Equipment
4 to 10 years
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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•
Computer Hardware
20% to 30% per annum
•
Transportation Equipment-Motor vehicles
7 years or 15% per annum
•
Transportation Equipment-Trucks etc...
5 years or 20% per annum
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is
included in the income statement in the year the item is derecognized. The assets’ residual values and useful
lives are reviewed at each financial year end, and adjusted prospectively, if appropriate.
As regards hardware and software leased under operating lease, these assets, in the group statement of
financial position are disclosed in acquisition cost values and are depreciated using the straight-line method
and according to the lower period between the useful life and the contract life, taking also into account their
residual value at the end of the relative contract life as well as the collecting cost. In case of the respective
contract’s renewal the assets’ remaining net book value is depreciated according to the renewed contract life.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the
carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written
down to their recoverable amount. The recoverable amount is the greater of fair value less costs of disposal
and value in use. In assessing value in use, the estimated future cash flows are discounted to their present
value using an after-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions
are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for public traded companies or other
available fair value indicators. For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses
are recognized in the income statement.
Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at historical cost less provisions for depreciation and impairment.
Investment properties are derecognized either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between
the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of
derecognition. Transfers are made to (or from) investment property only when there is a change in use. For
a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting
is the carrying amount at the date of change in use. If owner-occupied property becomes an investment
property, the Group accounts for such property in accordance with the policy stated under tangible assets up
to the date of change in use.
Intangible assets
Intangible assets acquired individually, are capitalized at cost and those acquired through a business
combination at fair values at the acquisition date. After initial recognition, intangibles are valued at cost less
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accumulated amortization and any impairment in value. Useful lives of these intangibles are assessed to be
either finite or indefinite. Intangibles with finite useful lives are amortized as follows:
•
Software platforms
•
Central operating software
•
Central Network software
•
Licenses
•
Rights
Over the duration of the
longest contract
•
Other software
3 to 5 years
Central operating systems used for several projects are amortized over their expected useful life, up to 20
years. The expected useful life is determined by reference to the longest duration of the relevant contracts
and the Intralot Group’s renewal track record in respect of such contract. Software that does not fall within
the scope of particular contracts, is amortized at the expected useful life.
Amortization of finite life intangibles is recognized as an expense in the income statement apportioned to the
related cost centers. Intangible assets with indefinite useful life are not amortized, but are tested for
impairment annually, either individually or at the cash generating unit level.
Intangibles, except development costs, internally generated are not capitalized and the costs are included in
the income statement in the year they are incurred.
The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values
exceed the estimated recoverable amount, the intangible assets or cash-generating units are written down to
their recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value
in use. In assessing value in use, the estimated future cash flows are discounted to their present value using
an after-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the intangible asset. In determining fair value less costs of disposal, recent market transactions are
taken into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for public traded companies or other
available fair value indicators. For an intangible asset that does not generate largely independent cash inflows,
the recoverable amount is determined for the cash-generating unit to which the intangible asset belongs.
Impairment losses are recognized in the income statement.
Useful lives are also assessed annually and any revisions do not have retrospective application.
Gains or losses arising from derecognition of an intangible asset (that are measured as the difference between
the net disposal proceeds and the carrying amount of the asset) are recognized in the income statement when
the asset is derecognized.
Research and Development Costs
Research costs are expensed as incurred. Development expenditure incurred by individual project is capitalized
if, and only if, the Group can demonstrate all of the following:
(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale
(b) its intention to complete the intangible asset and use or sell it
(c) its ability to use or sell the intangible asset
(d) how the intangible asset will generate probable future economic benefits
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(e) the availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset
(f) its ability to measure reliably the expenditure attributable to the intangible asset during its development.
Following the initial recognition of the development expenditure, the cost model is applied requiring the asset
to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of
the capitalized development expenditure begins when development is complete and the asset is available for
use. Any expenditure capitalized is amortized over the period of expected future sales from the related project.
The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use,
or more frequently when an indicator of impairment arises during the reporting year indicates that the carrying
value may not be recoverable.
Financial instruments
Financial assets
(a) Recognition and measurement of financial assets
The Group recognizes a financial asset in its statement of financial position when, and only when, it becomes
a party to the contractual provisions of the instrument. The Group initially recognizes trade and other
receivables on the date of transaction. At initial recognition, under IFRS 9, all financial assets, except for
certain trade receivables, are recognized initially at their fair value plus transaction costs (except financial
assets measured at Fair Value through Profit or Loss, where transaction costs are expensed).
(b) Derecognition of financial assets
The Group ceases recognizing a financial asset when and only when:
•
the contractual rights to the cash flows from the financial asset expire or
•
the Group has transferred its contractual right to receive cash flows from an asset, or retains this right
to receive cash flows from an asset but has assumed a contractual obligation to pay the cash flows to a
third or more parties, or has transferred substantially all risks and rewards of the asset, or has neither
transferred nor retained substantially all the risks and rewards of the asset but has transferred the control
of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has assumed a contractual
obligation to pay the cash flows to a third or more parties, but in parallel has neither transferred nor retained
substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized
to the extent of the Group’s continuing involvement in the asset.
When the Group’s continuing involvement takes the form of a guarantee over the transferred asset, the extent
of continuing involvement is measured at the lower of the carrying amount of the asset and the maximum
amount of consideration that the Group could be required to repay (“the guarantee amount”). When the
entity’s continuing involvement takes the form of a written or purchased option (or both) on the transferred
asset (including cash-settled options), the extent of the entity’s continuing involvement is the amount of the
transferred asset that the Group may repurchase. However, in case of a written put option on an asset that is
measured at fair value, the extent of the continuing involvement is limited to the lower of the fair value of the
transferred asset and the option exercise.
(c) Impairment of financial assets
IFRS 9 requires the Group to recognize loss allowance for Expected Credit Losses (“ECLs”) on
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•
Debt instruments at amortized cost,
•
Debt instruments at FVOCI, and
•
Contract assets (as defined in IFRS 15).
ECLs are a probability-weighted estimate of credit losses and are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive. The shortfall is then discounted at an approximation to the asset’s original effective rate.
Under IFRS 9, loss allowances will be measured on either of the following bases:
-
12-month ECLs: these are ECLs that result from possible default events within the 12 months after the
reporting date; and
-
Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a
financial instrument.
Τ
he Group applies the general model for recognizing expected credit losses rather than the simplified approach
based on the relevant exemption provided by IFRS 9 due to the wide dispersion of its activities both
geographically and due to the nature of the activities and the different characteristics of the counterparties
(from small local gambling agencies to large state lotteries and other gambling organizations).
This model follows a three-step approach to credit risk grading:
Stage 1: Performing financial assets without credit risk deterioration:
This stage includes financial assets whose credit risk has not deteriorated significantly since initial recognition
or which have a low credit risk at the reporting date. Expected credit losses are calculated and recognized for
the period of the next 12 months.
Stage 2: Performing financial assets with credit risk deterioration:
This stage includes financial assets whose credit risk has deteriorated significantly since initial recognition
(unless they have a low credit risk at the reporting date) but there is no objective evidence of impairment.
Expected credit losses are calculated and recognized for the full life of the financial asset.
Stage 3: Non-performing financial assets:
This stage includes financial assets for which there is objective evidence of impairment at the reporting date.
Expected credit losses are calculated and recognized for the full life of the financial asset.
For “Trade and other short term receivables”, “Other long term receivables” and “Contract assets” (as defined
in IFRS 15), the Group calculates the ECLs according to the stage of each of them, examining them on a
standalone basis.
For other debt financial assets (i.e. debt instruments at FVOCI) that are determined to have low credit risk,
ECL is based on 12-months ECL approach. However, when there has been a significant increase in credit risk
since initial recognition, the allowance will be based on the lifetime ECL approach.
A key factor in recognizing expected credit losses over the life of a financial asset or over the next twelve
months, is the credit risk significant deterioration after initial recognition or not, compared to the
corresponding credit risk at the initial recognition of the financial asset.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition
and when estimating ECL, the Group considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience and informed credit assessment and including forward-looking
information. IFRS 9 makes a presumption that the credit risk on a financial asset has increased significantly
since initial recognition when contractual payments are more than 30 days past due. However, this
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presumption can be rebut if there are reasonable and supportable information that is available without undue
cost or effort, that demonstrates that the credit risk has not increased significantly since initial recognition
even though the contractual payments are more than 30 days due.
The Group considers a financial asset to be in default when the borrower/debtor is unlikely to pay its credit
obligations to the Group in full, without recourse by the Group to actions such as realizing security, collateral,
mortgage, etc. Objective presumption for a credit-impaired financial asset, is the delay in collection over the
days set as a threshold for each of them (examining them on standalone basis). The range of days that have
been set as a threshold for the Group ranges between 30 and 210.
The maximum period considered when estimating ECLs is the maximum contractual period over which the
Group is exposed to credit risk.
The three components of the calculation model of ECLs are as follows:
•
Exposure at default ("EAD"): which represents the amount of the Group's exposure at the reporting
date.
•
Probability of default ("PD"): an estimate of the probability of default based on historical data,
assumptions and future estimates. The probability arises for each of the counterparties initially
calculating the DSOs (Days Sales Outstanding), which are then compared to the threshold set for that
counterparty to determine whether it is at default or not, and then weighted on the basis of its value
weight and exponential time factors.
•
Loss given default (“LGD”): which represents the estimate of the loss that will occur on the default
date. For the calculation of the loss due to default, any collaterals/securities held by the Group are
taken into account.
The Group's held collaterals/securities for trade receivables at the reporting date relate to cash, as well as to
mortgages on property.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt
securities at FVOCI are credit impaired. A financial asset is “credit impaired” when one or more events that
have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence
that a financial asset is credit impaired includes the following observable data about the following events:
–
significant financial difficulty of the borrower or issuer;
–
a breach of contract, such as a default or past due event;
–
the lender, for economic or contractual reasons relating to the borrower’s financial difficulty, having
granted to the borrower a concession that the lender would not otherwise consider;
–
it is becoming probable that the borrower will enter bankruptcy or other financial reorganization;
–
the disappearance of an active market for a financial asset because of financial difficulties; and
–
the purchase or origination of a financial asset at a deep discount that reflects the incurred credit
losses.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount
of the assets. For debt instrument at FVOCI, the loss allowance is charged to profit or loss and is recognized
in Other Comprehensive Income.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there
is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does
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not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject
to the write off. However, financial assets that are written off could still be subject to enforcement activities
in order to comply with the Group’s procedures for recovery of amounts due.
Non-derivative financial liabilities
Financial liabilities include trade and other liabilities, bank overdrafts, loans and borrowings, as well as financial
guarantee contracts.
(a) Recognition and measurement of financial liabilities
The Group recognizes a financial liability in its statement of financial position when, and only when, it becomes
a party to the contractual provisions of the instrument. At initial recognition, financial liabilities are recognized
at fair value and in case of loans and borrowings, less directly attributable transaction costs.
(b) Classification of non-derivative financial liabilities
After the initial measurement, the financial liabilities are measured as follows:
Financial liabilities measured at amortized cost:
All interest-bearing loans and borrowings are initially measured at fair value less transaction cost directly
attributable to the issuance of the financial liability. Subsequently are measured at amortized cost using the
effective interest method. Amortized cost is calculated by taking into account any issue costs, and any discount
or premium on settlement. Gains and losses are recognized in the income statement when the liabilities are
derecognized or impaired, as well as through the amortization process.
(c) Derecognition of financial liabilities
Financial liabilities are derecognized when the obligation is cancelled, extinguished or not exists anymore. In
the case that an existing liability is replaced by another from the same borrower but under substantially
different terms, or in case that there are substantial changes in terms of an existing liability, then the initial
financial liability is derecognized and a new liability recognized, and the resulting difference between balances
is recognized in the income statement.
Offsetting of financial instruments
The financial instruments are offset when the Group, according to law, has this legal right and there is an
intention to settle them on a net basis (among them) or to realize the asset and settle the liability
simultaneously.
Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined using the weighted
average method. Net realizable value is the estimated selling price in the ordinary course of business of the
Group, less the estimated costs necessary to make the sale. Provisions for impairment of the inventory’s value
are recorded when it is needed and recognized in the income statement.
Trade and other short-term receivables
Trade receivables are recognized and carried at original invoice amount less an allowance for
doubtful
provisions, that are estimated according to IFRS 9.
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When the inflow of cash or cash equivalents arising from goods sale or services rendering is deferred, the fair
value of the consideration may be less than the nominal amount of cash received or receivable. When the
arrangement effectively constitutes a finance transaction, the fair value of the consideration is determined by
discounting all future receipts using the prevailing interest rate for a similar instrument of an issuer with a
similar credit rating. The difference between the fair value and the nominal amount of the consideration is
recognized as interest revenue in the future periods, in accordance with IFRS 9.
Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position include cash at bank, short-term deposits and
cash in hand along with other high liquidity investments that are subject to an insignificant risk of changes in
value and have an original maturity of three months or less.
Bank overdrafts are included in the short-term bank loans in the statement of financial position. Also, cheques
payables that have not been paid at the reporting date are included in short-term liabilities.
For cash flow statement purposes, cash and cash equivalents include what is defined above, without the
netting of outstanding bank overdrafts.
Long Term Liabilities
All long-term liabilities are initially recognized at cost. Following initial recognition, liabilities that are
denominated in foreign currency are valued at the closing exchange rate of each reporting date. Any interest
expenses are recognized on an accruals basis.
Provisions and Contingent Liabilities
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some
or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is
recognized as a separate asset but only when the reimbursement is virtually certain the expense relating to
any provision is presented in the income statement net of any reimbursement. Provisions are re-examined at
the reporting date and are adjusted so as to represent the present value of the expense that will be needed
to settle the liability. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at an after-tax rate that reflects current market assessments of
the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is recognized as a borrowing cost.
Contingent liabilities are not recognized in the financial statements but are disclosed, except if the probability
of a potential outflow of funds embodying economic benefits is remote. Contingent assets are not recognized
but are disclosed when the probability of a cash inflow is probable.
Provisions are recognized on each financial statements date (and interim) based on the best and reliable
estimate for potential excess of cost (payments to winners) in games with predetermined odds, as this is
provided by the contracts between the company and the clients. The provision amount arising from this
calculation is recognized and booked as an expense.
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Leases
Entity of the Group as lessee:

Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Unless the Group is reasonably certain
to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are
depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-
use assets are subject to impairment.

Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value
of lease payments to be made over the lease term. The lease payments include fixed payments (including in-
substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an
index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.
The variable lease payments that do not depend on an index or a rate are recognized as expense in the period
on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in
the assessment to purchase the underlying asset.

Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase option).
It also applies the lease of low-value assets recognition exemption to leases that are considered of low value
(i.e., below USD5.000). Lease payments on short-term leases and leases of low-value assets are recognized
as expense on a straight-line basis over the lease term.
Entity of the Group as Lessor:
In cases of hardware and software leasing through operating lease, these assets are included in the Group’s
tangible assets. The lease income that occurs is recognized on a straight-line basis through the contract period.
When fixed assets are leased through financial leasing, the present value of the lease is recognized as a
receivable. The difference between the gross amount of the receivable and its present value is registered as
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a deferred financial income. The income from the lease is recognized in the period’s income statement during
the lease using the net investment method, which represents a constant periodic return.
Share capital – Treasury shares
Share capital includes common and preference shares without voting right, which have been issued and being
traded. Share premium reserve includes the excess of the shares par value received consideration. Any costs
directly attributable to the issue of new shares are shown as a deduction in share premium reserve.
Treasury shares represent shares of the parent company held by the Group. Treasury shares are stated at cost
and are deducted from Equity. Upon acquisition, disposal, issuance or cancellation of treasury shares, no gain or
loss is recognized in the income statement. The consideration given or received and the related gains or losses
from the settlement are recognized directly in Equity.
Staff Retirement Indemnities
Staff retirement indemnities are measured at the present value of the defined benefit obligations at the
reporting date, through the recognition of the employees’ right to benefits based on years of service over their
expected working life. The above liabilities are calculated using financial and actuarial assumptions and are
determined based on an actuarial valuation method (Projected Unit Credit Method). The net pension costs for
the period are included in the accompanying statement of comprehensive income and consists of the present
value of the benefits earned during the year, interest cost on the benefit liability, past service cost and any
other additional pension costs that are recognized within staff costs in income statement, and the actuarial
gains or losses that are fully recognized when they occur, in other comprehensive income without future
reclassification in income statement. Total past service costs are recognized in income statement at the earlier
of when the amendment occurs or when the Group recognizes the related restructuring or termination costs.
The Company’s pension benefit schemes are not funded.
During 2021, Group changed its accounting policy after International’s Financial Reporting Interpretations
Committee ("the Committee") issued the final agenda decision under the title "Attributing Benefits to Periods
of Service" (IAS 19), which includes explanatory material regarding the way of distribution of benefits in
periods of service following a specific defined benefit plan proportionate to that defined in Article 8 of Law
3198/1955 regarding provision of compensation due to retirement (the "Labor Law Defined Benefit Plan"). In
particular, the aforementioned final decision of the Committee's agenda provides explanatory information on
the application of the basic principles and regulations of IAS 19 in respect of the distribution of benefits in
periods of service similar to that of the Labor Law Defined Benefit Plan. This explanatory information
differentiates the way in which the basic principles and regulations of IAS 19 have been applied in Greece in
the previous years.
The implementation of this final decision results in the distribution of benefits for the last
16 years until the date of retirement of employees in accordance with the applicable legal framework. Based
on the above, the Company applied on 31/12/2021 the new accounting policy with retroactive application in
accordance with the provisions of IAS 8.
State Insurance Programs
The Company employees are covered by the main State Insurance Organization for the private sector (EFKA)
that provides pension and medical benefits.
Each employee is obliged to contribute a percentage of the monthly salary to EFKA while part of the total
contribution is covered by the Company. On retirement, EFKA is responsible for the payment of pensions to
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employees. Consequently, the Company does not have any legal or constructive obligation for the payment
of future benefits based on this scheme.
Revenue recognition
Revenues are recognized in the period they are realized and the related amounts can be reliably measured.
Revenues are measured at their fair value of the consideration received excluding discounts, consideration
(bonus, marketing incentives, etc.) payable to customers, sales tax and duties. The following specific recognition
criteria must also be met before revenue is recognized:
•
Hardware and Software:
This category includes the supply of hardware and software (gaming
machines, central computer systems, gaming software, communication systems etc.) to Lotteries so
that they can operate their on-line games. Revenue is recognized by the Company either (a) as a direct
sale of hardware and software, or (b) as operating lease, or (c) as finance lease for a predetermined
time period according to the contract with the customer.
In the first (a) case, the income from the sales of hardware and software (in a determined value) is
recognized when the significant risks and rewards arising from the ownership are transferred to the
buyer.
In the second (b) case that consists income from operating lease, is defined per case either on straight-
line basis over the lease term or as a percentage on the Lottery Organization’s gross turnover received
by the player-customer (in this case income recognition occurs the moment that the player-customer
places the related consideration in order to participate in a game).
In the third (c) case that consists income from finance lease, it is defined using the net investment
method (the difference between the gross amount of the receivable and its present value is registered
as a deferred financial income). This method represents a constant periodic return, recognizing the
revenue from the finance lease in the period’s income statement during the lease term.
•
Installation, (technical) support and maintenance services:
This category includes the rendering
of installation, technical support and maintenance services to Lotteries so that they can operate their
on-line games. These services are sold either bundled (multi-element arrangements) together with the
sale of technology products (hardware and software) to customers, or on their own in separate
contracts with the customers. The Group accounts for the sales technology products (hardware and
software) and installation, technical support and maintenance services as separate deliverables of
bundled sales and allocates consideration between these deliverables using the relative fair value
approach. Revenue recognition related to support services occurs by reference to the stage of
completion of the transaction, at the reporting date.
•
Game management:
The Group undertakes the provision of value-added services, such as the design,
organization and/ or management of games, advertising and sales promotion, establishment of sales
network, risk management (for fixed odds games) etc. to organizations internationally. Group revenues
mainly consist of a percentage of the turnover of the games to which the above services are provided,
the size of which is contractually determined based on the market size, the type of services rendered,
the duration of the contract and other parameters. Revenue recognition occurs the moment that the
player-customer pays the related consideration in order to participate in a game and equals to an amount
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calculated as a percentage on the total amount received by the lottery games organization from the
player-customer, excluding consideration (bonus, marketing incentives, etc.) payable to customer or to
customers of Group’s customer, when the Group operates as an agent.
•
Game operation
:
In this category, the Group has the full game operating license in a country. In the
case of operating the game each Group company undertakes the overall organization of the games
provided (installation of information systems, advertising and promotion, establishment of sales
network, receipt of the payments from players, payment of winnings to players, etc.
Revenue
recognition in this category occurs the time that the relevant events or draws are taking place and is
valued as the total amount received from the player-customer in order to participate in a game,
excluding consideration (bonus, marketing incentives, etc.) payable to customer.
Especially in the case of VLT revenue measured as the “net drop” (total price minus winnings/payout)
received from the player-customer.
•
Interest income:
Interest income is recognized in the income statement using the effective interest
rate method.
•
Dividends:
Dividend income is recognized in the income statement when the Group’s right to receive
the payment is established.
•
Rental income:
Rental income arising from operating leases on is accounted for on a straight-line
basis during the lease term.
Taxes
Income tax
Current and deferred income taxes are calculated based on the financial statements of each entity included in
the consolidated financial statements, based on the Greek tax laws or other tax frameworks within which the
foreign subsidiaries operate. Income tax is calculated based on the profit of each entity as adjusted on their
tax returns, for additional taxes arising from audits performed by the tax authorities and deferred taxes based
on enacted or substantially enacted tax rates. In some foreign countries, a tax is calculated according to a
simplified framework, sometimes referred to as a "simplified tax" which essentially replaces income tax to
avoid the complex calculations required. The Group classifies the charge for the simplified tax in the Income
Statement on the "Taxes" line.
Deferred income tax is provided, using the liability method, on all temporary differences at the reporting date
between the tax base of assets and liabilities and their carrying amount.
Deferred income tax liabilities are recognized for all taxable temporary differences except:
•
If the deferred income tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
•
In respect of taxable temporary differences associated with investment in subsidiaries, associates and
interests in joint ventures, except where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not be reversed in the foreseeable future.
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Deferred income tax assets are recognized for all deductible temporary differences and carry-forward unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, or the unused tax losses can be utilized except if:
•
the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and,
•
in respect of deductible temporary differences associated with investment in subsidiaries, associates and
interests in joint ventures, deferred tax assets are only recognized to the extent that it is probable that
the temporary differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilized.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that apply at the year when the asset
is expected to be realized or the liability is settled, based on tax rates that have been enacted or substantively
enacted at the reporting date.
Deferred income tax is not measured by the Group as regards the undistributed profits of subsidiaries,
branches, associates and joint ventures due to the elimination of intercompany profits, from relevant
transactions, as they are considered insignificant.
Income tax relating to items recognized directly in Other Comprehensive Income is recognized in Other
Comprehensive Income and not in the income statement.
Sales tax
Revenues, expenses and assets are recognized net of the amount of sales tax except:
•
Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation
authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part
of the expense item as applicable and
•
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, is included as part of receivables or payables in
the statement of financial position.
Earnings per share
The basic earnings per share (EPS) are calculated by dividing net profit by the weighted average number of
ordinary shares outstanding during each year, taking into account the average number of ordinary shares of the
parent held by the Group as treasury shares.
The diluted earnings per share are calculated by dividing the net profits attributable to the equity holders of the
parent company by the weighted average number of ordinary shares outstanding during the year (adjusted for
the effect of the average number of share option rights outstanding during the year).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
169
position”, “Exchange Differences”, “Interest and similar income”, “Interest and similar expenses”,
“Income/(expenses) from participations and investments”, “Write-off and impairment loss of assets”,
“Gain/(loss) from assets disposal”, “Reorganization costs” and “Assets depreciation and amortization”. Also, the
Group defines “EBIT” as “Operating Profit/(Loss) before tax” adjusted for the figures “Profit/(loss) from equity
method consolidations”, “Profit/(loss) on net monetary position”, “Exchange Differences”, “Interest and similar
income”, “Interest and similar expenses”, “Income/(expenses) from participations and investments” ,“Write-off
and impairment loss of assets” and “Gain/(loss) from assets disposal”.
Reconciliation of operating profit before tax to EBIT and EBITDA
(continuing operations):
GROUP
1/1-31/12/2023
1/1-31/12/2022
Operating profit/(loss) before tax
33.557
29.765
Profit / (loss) to net monetary position
-7.172
-15.380
Profit / (loss) from equity method consolidations
-235
-256
Exchange Differences
214
430
Interest and similar income
-6.087
-2.194
Interest and similar expenses
41.756
38.911
Income/(expenses) from participations and investments
-1.683
887
Gain/(loss) from assets disposal, impairment loss and write-off of assets
1.205
-577
EBIT
61.555
51.586
Depreciation and amortization
67.901
70.063
Reorganization costs
0
1.223
EBITDA
129.456
122.871
Reconciliation of operating profit before tax to EBIT and EBITDA
(continuing operations):
COMPANY
1/1-31/12/2023
1/1-31/12/2022
Operating profit/(loss) before tax
23.056
-20.930
Exchange Differences
516
-1.184
Interest and similar income
-5.745
-3.726
Interest and similar expenses
17.415
17.742
Income/(expenses) from participations and investments
-16.687
-1.909
Gain/(loss) from assets disposal, impairment loss and write-off of assets
807
-652
EBIT
19.364
-10.658
Depreciation and amortization
11.151
13.295
Reorganization costs
0
0
Income from recharging reorganization expenses to subsidiaries
0
0
EBITDA
30.514
2.636
2.1.7 Significant accounting judgments, estimates and assumptions
The preparation of the consolidated financial statements requires management to make judgements, estimates
and assumptions that affect the amounts of revenues, expenses, assets liabilities and disclosures of contingent
liabilities that included in the financial statements. On an ongoing basis, management evaluates its judgements,
estimates and assumptions that mainly refer to goodwill impairment, allowance for doubtful receivables –
expected credit losses, provision for staff retirement indemnities, provision for impairment of inventories value,
impairment of tangible and intangible assets as well as estimation of their useful lives, recognition of revenue
and expenses, pending legal cases, provision for income tax and recoverability of deferred tax assets. These
judgements, estimates and assumptions are based on historical experience and other factors including
expectations of future events that are considered reasonable under the circumstances.
The key judgements, estimates and assumptions concerning the future and other key sources of uncertainty at
the reporting date of the financial statements and have a significant risk of causing material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are consistent with those applied and
were valid at the reporting date of the annual financial statements
December 31, 2022.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
170
A) Accounting Estimates & Assumptions
Goodwill, tangible and intangible assets impairment and Investments
Management tests goodwill for impairment annually (as at 31 December) or more frequently if events occur or
changes in circumstances indicate that the carrying value may be reduced in accordance with accounting policy
described in note
2.1.5
.
The carrying values of tangible and intangible assets and Investments are reassessed for possible need for
impairment whenever events or circumstances indicate that the value reported on may not be recovered in
accordance with the accounting policy described in note
2.1.5
.
The recoverable amounts of cash generating units (CGU) have been determined based on “value in use”
calculations using appropriate estimates regarding future cash flows and discount rates. The determination of
value in use is obtained by the present value of estimated future cash flows, as expected to be generated by
each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved by
the administration budgets for the next three years and does not include any estimated future cash inflows or
outflows expected to arise from future restructurings or from improving or enhancing the asset's performance,
which is tested for impairment. The expected cash flow projections beyond the period covered by the most recent
budgets, estimated by extrapolating the projections based on the budgets using a steady or declining growth
rate for subsequent years, which does not exceed the long-term average growth rate for products, industries,
countries in which the Group operates, or for the market in which the asset is used. The Group makes estimates
and beyond the period of three years where has signed revenue contracts beyond three years as well as in cases
where management believes that based on market data and historical renewals track record of the Group, it is
very possible to renew relevant contracts beyond this period. Cash flow projections are based on reasonable and
supportable assumptions that represent management's best estimate of the range of economic conditions that
will exist over the remaining useful life of the asset, giving greater weight to external evidence. Management
assesses the reasonableness of the assumptions on which its current cash flow projections are based by
examining the causes of differences between past cash flow projections and actual cash flows. Management also
ensures that the assumptions on which its current cash flow projections are based are consistent with past actual
outcomes, provided that effects of subsequent events or circumstances, that did not exist when those actual
cash flows were generated, make this appropriate. Further details are provided in note
2.1.5.
Income Tax Provision
The companies of the Group are subject to income taxes in numerous jurisdictions. The provision for income
taxes in accordance with IAS 12 "Income Taxes" refers to the amounts expected to be paid to the tax
authorities and includes provision for current income taxes and the provision for any additional taxes that may
arise as a result of the audit of the tax authorities. The provision for income tax of the Group for numerous
transactions require significant subjective judgment, making tax exact calculation uncertain during the
ordinary course of business of the Group. The estimate may differ from the final tax due to future changes in
tax legislation or to unforeseen effects of the final determination of the tax liability for each year from the tax
authorities. Where the final tax resulting from tax audits differ from the amounts that were initially assessed
and recorded, such differences will impact the income tax and deferred tax provisions in the period in which
such determination of tax differences occurred. Further details are provided in notes
2.1.5
and
2.32.B
.
Deferred Tax Assets
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
171
Deferred tax assets and liabilities are recognized on temporary differences between the accounting basis and
the tax basis of assets and liabilities using the tax rates that have been enacted and are expected to apply in
the periods when the differences are expected to be eliminated. Deferred tax assets are recognized for the
deductible temporary differences and tax losses carried forward to the extent that it is probable that there will
be taxable income available to be used against which the deductible temporary differences and the carry
forward of unused tax losses. The Group considers the existence of future taxable income and ongoing follow
a conservative tax planning strategies in assessing the recoverability of deferred tax assets. The determination
of future taxable income is made through the systematic process of budgeting, at the parent company level
as well as at the level of subsidiaries, which are mainly based on already signed long-term revenue contracts.
Almost all of the Group's revenue (parent and subsidiaries) derives from long-term contracts signed making
the risk of discrepancies between budgeted and actual revenue as low, something that applies to the costs
that usually are in a proportion relationship with the revenue of the related contracts. In any case there is a
system of monitoring for the verification of these budgets and conducting relevant adjustments, resulting in
the safe keeping of any final discrepancies at low levels. The accounting estimates related to deferred tax
assets requires management to make assumptions about the timing of future events, the probability of
expected future taxable income and available tax planning possibilities. Further details are provided in
2.1.5.
Allowance for doubtful receivables – expected credit losses
In determining the expected credit losses and the recognition of a relevant doubtful provision, the Group
applies the general model as described in the respective paragraph of the accounting policies in note
2.1.5
.
The information required to determine whether there is a significant deterioration in credit risk after initial
recognition and to determine the stage to which each financial asset belongs and to calculate the provision for
impairment is based on historical and future data and includes significant estimates. Past experience and
estimates for the future may not lead to conclusions indicative of the actual amount of default when a relevant
event will occur.
Provision for staff retirement indemnities
Liabilities for retirement benefits are calculated using actuarial methods that require management to assess
specific parameters such as discount rates, future growth rates of employee wages, the future rate of employees’
retirement and other factors such as the inflation rate. The Group's management estimates in the best possible
way these parameters on an annual basis, for the relevant actuarial study. Further details are provided in note
2.1.5.
Estimation of assets useful life
The Group reassesses at each year end and, when appropriate, prospectively adjusts useful lives of tangible
and intangible assets that were recognized either through acquisition or business combination. These
estimates take into account new data and current market conditions. Further details are provided in
2.1.5.
Contingent liabilities
The Group reviews the status of each significant legal case on a periodic basis and assesses the potential risk,
based partly on the view of legal department. If the potential loss from any litigation and legal matters is
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
172
considered probable and the amount can be reliably estimated, the Group recognizes a liability for the
estimated loss. In order to determine the probability and whether the risk can be estimated reliably, a
considerable degree of judgment of management is required. When additional information becomes available,
the Group reassess the potential liability related to pending litigation and legal proceedings and estimates
for the probability of an unfavorable outcome and an assessment of potential loss may be revised. Such
revisions in the estimates of the potential liability could have a material effect on the financial position and
income statement of the Group. Further details are provided in note
2.32. A
.
Provision for impairment of inventories value
The Group recognizes inventory at the lower of cost and net realizable value. Net realizable value is the
estimated selling price in the ordinary course of business, less estimated selling expenses. Provisions for
impairment of inventories are formed when necessary and recognized in the income statement. Further details
are provided in
2.1.5
.
B) Judgements
Determination of lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by
an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its leases, to lease the assets for additional terms. The Group applies
judgement in evaluating whether it is reasonably certain to exercise the option to renew, considering all
relevant factors that create an economic incentive for it to exercise the renewal. After the commencement
date, the Group reassesses the lease term if there is a significant event or change in circumstances that is
within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in
Group business strategy).
Consolidation of subsidiaries in which the Group holds less than a majority of voting right (de facto
control)
The Group estimates that on 31/12/2023 controls the subsidiary DC09 LLC, even though it holds less than
50% of the voting rights, based on the conditions specified in IFRS 10. Specifically, the Group, based on its
existing rights and the fact that has signed agreements with other shareholders, estimates that has the ability
to direct the activities that significantly affect the returns of this entity, i.e. the “relevant activities”.
Furthermore, holds significant participations/investments, has rights to variable returns from its involvement
with this entity and has the ability to affect the level of these returns. The above conditions of IFRS 10 for the
entity DC09 LLC, in which the Group holds on 31/12/2023 49% of the voting rights, define the framework on
the basis of which this entity is consolidated.
Business combination
Group when acquiring a company performs the necessary estimates in determining the fair value and the useful
life of the acquired tangible and intangible assets. Future events could cause changes in the assumptions used
in determining fair value with a corresponding effect on the results and equity of the Group. Further details are
provided in
2.1.5
.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
173
Going Concern
The Management of the Group evaluates the going concern assumption based on the approved business plans
that cover a period of five years. Following this, it prepares Expected Cash Flows that cover a period of at least
12 months since the financial statements reporting date.
In the present fiscal year, given what is mentioned in note
2.1.1
, the Management of the Group has extended
the evaluation period of going concern in order to cover a period of 24 months since the financial statements
reporting date. The estimates and assumptions used to prepare the business plans and Expected Cash Flows are
based on historical data as well as on various factors that are considered reasonable given the circumstances
and are reconsidered taking into account current and expected future market conditions. The preparation of
business plans also includes long-term assumptions for important economic factors that involve a significant use
of Management judgement.
2.2 INFORMATION PER SEGMENT
Intralot Group manages in 39 countries and states an expanded portfolio of contracts and gaming licenses.
The grouping of the Group companies is based on the geographical location in which they are established.
The financial results of the Group are presented in the following operating geographic segments based on
the geographic location of the Group companies:
European Union:
Greece, Malta, Cyprus, Luxembourg, Spain, Nederland, Germany, Croatia and Republic of Ireland.
Other Europe:
United Kingdom.
America:
USA, Peru, Argentina, Chile.
Other Countries:
Australia, New Zealand, South Africa, Turkey, Taiwan and Morocco.
No operating segments have been added.
The following information is based on the internal financial reports provided to the manager responsible for
taking decisions who is the CEO. The performance of the segments is evaluated based on the sales and
profit/(loss) before tax. The Group applies the same accounting policies for the financial results of the above
segments as those of the consolidated financial statements. The transactions between segments are realized
within the natural conditions present in the Group in a similar way to that with third parties. The intragroup
transactions are eliminated in group level and are included in the column “Eliminations”.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
174
INFORMATION PER SEGMENT
1/1-31/12/2023
European
Union
Other
Europe
America
Other
Countries
Eliminations
Total
(in million €)
Sales to third parties
62,81
0,00
209,84
91,37
0,00
364,02
Intragroup sales
53,24
0,00
0,41
0,00
-53,65
0,00
Total Sales
116,05
0,00
210,25
91,37
-53,65
364,02
Gross Profit/(loss)
32,31
0,00
61,60
75,17
-23,84
145,24
(Debit)/Credit interest & similar (expenses)/income
-14,71
0,00
-18,41
3,93
-6,48
-35,67
Depreciation/Amortization
-19,63
0,00
-39,41
-11,73
2,87
-67,90
Profit/(loss) consolidated with equity method
-0,01
0,00
0,00
0,23
0,02
0,24
Write-off & impairment of assets
-0,85
0,00
-0,07
0,00
-0,33
-1,25
Write-off & impairment of investments
-39,96
0,00
0,00
0,00
39,96
0,00
Doubtful provisions, write-off & impairment of receivables
-0,48
0,00
0,11
-0,14
-0,05
-0,56
Reversal of doubtful provisions & recovery of written off
receivables
0,02
0,00
0,03
0,05
0,00
0,10
Profit / (loss) to net monetary position
0,00
0,00
0,98
6,19
0,00
7,17
Profit/(Loss) before tax and continuing operations
78,65
0,00
14,43
37,29
-96,82
33,55
Tax
-4,26
0,00
-4,28
-11,07
-0,13
-19,74
Profit/(Loss) after tax from continuing operations
74,39
0,00
10,15
26,22
-96,95
13,81
Profit/(Loss) after tax from discontinued operations
0,00
0,00
0,00
0,00
0,00
0,00
Profit/(Loss) after tax from total operations
74,39
0,00
10,15
26,22
-96,95
13,81
1/1-31/12/2022
European
Union
Other
Europe
America
Other
Countries
Eliminations
Total
(in million €)
Sales to third parties
88,19
0,00
234,73
69,87
0,00
392,79
Intragroup sales
35,25
0,00
0,36
0,02
-35,63
0,00
Total Sales
123,44
0,00
235,09
69,89
-35,63
392,79
Gross Profit/(loss)
16,20
0,00
70,96
57,37
-16,83
127,70
(Debit)/Credit interest & similar (expenses)/income
-9,26
0,00
-16,14
0,50
-11,83
-36,73
Depreciation/Amortization
-24,19
0,00
-38,51
-11,95
4,58
-70,07
Profit/(loss) consolidated with equity method
-0,01
0,00
0,00
0,27
0,00
0,26
Write-off & impairment of assets
0,44
0,00
-0,01
-0,04
0,00
0,39
Write-off & impairment of investments
-63,90
0,00
0,00
0,00
63,90
0,00
Doubtful provisions, write-off & impairment of
receivables
-1,11
0,00
0,19
-0,21
0,30
-0,83
Reversal of doubtful provisions & recovery of
written off receivables
0,01
0,00
0,04
0,15
0,00
0,20
Profit / (loss) to net monetary position
0,00
0,00
-0,90
16,28
0,00
15,38
Profit/(Loss) before tax and continuing
operations
-42,92
0,00
24,40
31,54
16,73
29,75
Tax
-1,70
0,00
-7,82
-8,61
7,32
-10,81
Profit/(Loss) after tax from continuing
operations
-44,62
0,00
16,58
22,93
24,05
18,94
Profit/(Loss) after tax from discontinued operations
0,00
0,00
0,00
5,57
0,01
5,58
Profit/(Loss) after tax from total operations
-44,62
0,00
16,58
28,50
24,06
24,52
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
175
Sales per business activity
(continuing operations)
(in thousand €)
31/12/2023
31/12/2022
Change
Licensed operations
28.390
89.329
-68,22%
Management contracts
72.353
50.530
43,19%
Technology and support services
263.279
252.932
4,09%
Total
364.022
392.791
-7,32%
The sales of the above business activities come from all geographical segments.
Sales per business activity
Sales per product type
(continuing operations)
31/12/2023
31/12/2022
Lottery games
53,4%
63,8%
Sports Betting
20,5%
14,6%
IT products & services
14,3%
9,3%
Racing
0,0%
0,3%
Video Lottery Terminals
11,8%
12,0%
Total
100%
100%
Revenue Net of Payout (GGR)
per business activity
(continuing operations)
(in thousand €)
31/12/2023
31/12/2022
Change
Licensed operations
12.945
40.462
-68,01%
Management contracts
72.353
50.530
43,19%
Technology and support services
263.279
252.932
4,09%
Total
348.577
343.924
1,35%
Revenue Net Payout (GGR) per business activity
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
176
2.3 OTHER OPERATING INCOME
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Income from rents from third parties
21.290
21.124
123
130
Income from rents from subsidiaries
0
0
116
77
Proceeds from legal disputes
550
0
0
0
Income from uncollected winnings
33
0
0
0
Income from reversal of doubtful provisions and proceeds
for written off receivables from third parties
866
189
0
0
Income from rents from other related parties
0
3
0
3
Income from reversal of doubtful provisions and proceeds
for written off receivables from other related parties
0
2
0
2
Other income
7.676
3.554
698
125
Other income from subsidiaries
0
0
0
395
Other income from other related parties
0
10
0
10
Total
30.415
24.882
937
741
2.4 STAFF COSTS
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Salaries
74.280
70.669
14.592
14.054
Social security contributions
9.660
9.630
2.804
2.773
Staff retirement indemnities provision
(note
2.26
)
929
600
347
347
Other staff costs
13.975
13.731
1.148
1.436
Total
98.844
94.631
18.891
18.610
Salaries & Social security contributions per cost center December 31, 2023
(continuing operations)
Group
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
43.934
6.760
23.555
31
74.280
Social security contributions
5.748
1.025
2.880
7
9.660
Staff retir. & other costs
8.662
837
5.241
164
14.904
Total
58.344
8.622
31.676
202
98.844
Company
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
6.720
2.550
5.291
31
14.592
Social security contributions
1.379
499
918
7
2.803
Staff retir. & other costs
895
179
257
164
1.495
Total
8.995
3.228
6.466
202
18.891
Salaries & Social security contributions per cost center December 31, 2022
(continuing operations)
Group
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
44.910
4.721
21.030
8
70.669
Social security contributions
5.859
875
2.891
5
9.630
Staff retir. & other costs
7.775
521
5.863
172
14.331
Total
58.544
6.118
29.784
185
94.631
Company
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
6.379
2.604
5.063
8
14.054
Social security contributions
1.375
537
857
5
2.774
Staff retir. & other costs
1.018
221
372
172
1.783
Total
8.772
3.362
6.292
185
18.610
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
177
The number of employees of the Group on 31/12/2023 amounted to 1.692 persons (Company/subsidiaries 1.681
and associates 11) and the Company's to 384 persons. At the end of 2022 fiscal year, the number of employees
of the Group amounted to 1.707 persons (Company/subsidiaries 1.696 and associates 11) and the Company 369
persons.
2.5 DEPRECIATION AND AMORTIZATION
Depreciation and amortization recognized in the accompanying financial statements are analyzed as follows:
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Depreciation of tangible fixed
assets (note
2.14
)
32.101
34.911
3.365
5.083
Depreciation of investment
property (note
2.15
)
59
59
59
59
Amortization of intangible
assets (note
2.16
)
35.741
35.094
7.727
8.152
Total
67.901
70.063
11.151
13.295
Depreciation and amortization per cost center 31/12/2023
(continuing operations)
Cost of Sales
Selling expenses
Administrative costs
R&D costs
Total
Group
53.056
1.619
12.333
892
67.901
Company
6.691
1.505
2.063
892
11.151
Depreciation and amortization per cost center 31/12/2022
(continuing operations)
Cost of Sales
Selling expenses
Administrative costs
R&D costs
Total
Group
54.707
1.886
12.406
1.064
70.063
Company
7.977
1.795
2.460
1.064
13.295
2.6 EXPENSES BY NATURE
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Personnel Costs (note
2.4
)
98.844
94.631
18.891
18.610
Depreciation & amortization (note
2.5
)
67.901
70.063
11.151
13.295
Change in inventories
3.574
952
3.154
988
Winners' payout
15.445
48.867
0
0
Game taxes and agent commissions
9.231
25.044
0
0
Consumables
4.529
5.462
0
0
Third party fees-benefits
45.402
39.261
5.837
6.738
Reorganization expenses
0
1.223
0
0
Other expenses
81.213
76.465
9.998
8.405
Total
326.139
361.968
49.031
48.036
For the year ended December 31, 2023, operating expenses of the Group analysed above, include fees of statutory
auditors' networks other than statutory audit, amounted to € 182 thousand for the issuance of Tax Compliance
Certificate in accordance with the provisions of art. 65A of L. 4174/2013 and fees for other assurance services
amounted to € 179 thousand. The corresponding amounts for the Company are € 155 thousand and € 179 thousand.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
178
2.7 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Income from dividends
963
0
7.585
1.933
Gain from sale of participations and investments
542
459
2.101
0
Other income from participations and investments
240
0
0
0
Income from reversal of impairment of investments
1
0
0
7.067
0
Total income from participations and investments
1.745
459
16.752
1.933
Loss from sale of participations and investments
-62
-1.346
0
0
Loss from impairment / write-offs of participations and
investments
0
0
-65
-24
Total expenses from participations and
investments
-62
-1.346
-65
-24
Net result from participations and investments
1.683
-887
16.687
1.909
1 The Company as at 31/12/2023 includes a gain from reversal of prior year impairment loss of €6.762 thousand of the Company's
investment in the subsidiary Bilyoner Interactif Hizmelter, as a result of the continuous development of Turkey's online market.
2.8 GAIN/(LOSSES) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE-OFF OF ASSETS
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Gain from disposal of tangible and intangible assets
4
36
3
52
Loss from disposal of tangible and intangible assets
1
-13
0
0
Loss from impairment and write-off of tangible and
intangible assets
-1.248
-150
-846
-97
Gain from write-off lease liability
0
0
0
0
Gain/(Loss) from modification or write-off right of use
assets
37
161
35
153
Gain from Reversal of tangible & intangible assets'
Impairment
0
544
0
544
Net result from tangible and intangible assets
-1.205
577
-807
652
¹
The Group on 31/12/2023 includes a loss of €1.171 thousand from impairment of intangible assets of CGU “Sports Betting” as analyzed in
paragraph Intangible assets (except for Goodwill) impairment test. In the Company the respective impairment loss amounted to €846 thousand
on 31/12/2023
.
2.9 OTHER OPERATING EXPENSES
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Impairment, write-off and provisions for doubtful debt
555
833
138
0
Provisions for contractual fines-penalties
3.663
2.246
0
0
Other expenses from other related parties
0
10
0
10
Other expenses
2.525
1.029
362
51
Total
6.743
4.119
500
61
Analysis of the account “Impairment, write-off and provisions for doubtful debt”:
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Provisions for doubtful receivables from subsidiaries
0
0
0
0
Doubtful provisions from trade receivables
555
833
138
0
Write-off of trade receivables
0
0
0
0
Write-off of receivables from associates
0
0
0
0
Write-off of receivables from other related parties
0
0
0
0
Total
555
833
138
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
179
2.10 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Interest Expense ¹
-40.369
-37.867
-17.305
-17.601
Financial Expense
-1.388
-1.027
-110
-140
Discounting
0
-16
0
0
Total Interest and similar expenses
-41.756
-38.911
-17.415
-17.742
Interest Income
4.533
2.133
5.715
3.726
Financial Income
0
62
0
0
Discounting
1.555
0
29
0
Total Interest and similar Income
6.087
2.194
5.745
3.726
Net Interest and similar Income / (Expenses)
-35.669
-36.717
-11.670
-14.016
¹ Including the amortized costs, expenses, and fees of banking institutions in connection with the issue of bond and syndicated loans, as well as
repurchase of bond loans costs.
2.11 EXCHANGE DIFFERENCES
The Group reported in the Income Statement of 2023 loss from «Exchange differences» amount to €214 thousand
(2022: loss €430 thousand) mainly from valuation of commercial and borrowing liabilities in EUR that various
subsidiaries abroad had as at 31/12/2023, with a different functional currency than the Group (mainly in ARS),
from valuation of cash balances in foreign currency other than the functional currency of each entity, as well from
losses of €760 thousand from reclassification of foreign currency translation reserve in the income statement in
accordance with IFRS 10. The Company reported in the Income Statement for 2023 losses from "Exchange
differences" of €516 thousand (nine months 2022: profits €1.184 thousand) arising mainly from the valuation of
cash reserves, trade balances and loan liabilities (intercompany and non) in foreign currency on 31/12/2023.
2.12 CURRENT & DEFERRED INCOME TAX
GROUP (continuing operations)
31/12/2023
31/12/2022
Current income tax
11.875
11.914
Deferred income tax
6.360
-3.216
Tax audit differences and other taxes non-deductible
1.500
2.108
Total impact of income tax in income statement
19.735
10.805
The income tax expense for the Company and its Greek subsidiaries was calculated to 22% on the taxable profit
of the periods 1/1-31/12/2023 and 1/1-31/12/2022.
COMPANY
31/12/2023
31/12/2022
Current income tax
623
0
Deferred income tax
3.000
-2.405
Tax audit differences and other taxes non-deductible
1.042
101
Total impact of income tax in income statement
4.665
-2.303
Income tax attributable to the Group's profit differs from the amount that would arise by applying the nominal tax
rate applicable at the domicile of the Parent Company, as follows:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
180
(continuing operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Profit before income taxes
33.557
29.765
23.056
-20.930
Income taxes based on the statutory income tax rate of the
Parent 22%
7.382
6.548
5.072
-4.604
Adjustments to income taxes related to:
Adjustments in previous periods provisions
1.665
553
1.665
0
Tax effect of non-deductible tax expenses
19.701
4.508
494
5.704
Tax effect of transferred losses, for which deferred tax asset
was not recognized
1.508
21.010
0
0
Tax effect of non-taxable profits
-6.555
-12.236
-5.566
-1.100
Tax effect of foreign subsidiaries’ profits that are taxable at
different tax rates
-3.950
-2.408
0
0
Deferred tax effect due to interest expense carried forward
2.804
0
2.788
0
Tax effect of losses for which net deferred tax asset was
recognized
-3.563
-2.405
0
-2.405
Income tax of previous years after tax audit
204
470
0
101
Provision for additional taxes from future tax audits
0
379
0
0
Οther
536
-5.614
212
0
Income taxes reported in the income statement
19.735
10.805
4.665
-2.303
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Net deferred tax asset / (liability) at beginning of
the year
3.233
3.553
5.383
2.998
(Debit)/Credit to income statement (continuing operations)
-6.360
3.215
-3.000
2.405
(Debit)/Credit to income statement (discontinued
operations)
0
0
0
0
Restatement of opening balances
0
0
0
0
Exchange differences
1.114
149
0
0
Deferred tax on other comprehensive income or directly
affect Equity
0
-1.056
0
-19
Transfer from income tax payable
1.552
0
0
0
Effect from impact from IAS 29
1.320
-2.630
0
0
Non-consolidated subsidiary due to sale
0
1
0
0
IAS 19 restatement
0
0
0
0
Net deferred tax asset / (liability) at end of the fiscal
year
859
3.233
2.383
5.383
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The deferred tax asset and liability presented in the accompanying financial position are analyzed as follows:
31/12/2023
GROUP
COMPANY
Assets
Liabilities
Assets
Liabilities
Tax losses and interest expense carried forward
18.076
0
7.237
0
Inventories–intercompany profit
1
-302
0
0
Financial assets
0
-3.241
0
0
Long term receivables
0
-2
0
0
Provisions
958
527
277
0
Tangible assets
-4.138
-1.198
900
0
Intangibles assets
-3.995
-9.350
0
-6.004
Short term receivables
1
-3.499
0
-688
Accrued expenses
375
-103
375
0
Long term liabilities
785
-154
19
0
Short term liabilities
1.502
5.035
237
0
Short term loans
266
-684
31
0
Total
13.831
-12.972
9.075
-6.692
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
181
1/1-31/12/2023
Income Statement
Deferred income tax (continuing operations)
GROUP
COMPANY
Prior years’ tax losses utilized
8.826
2.788
Interest expense tax carry forward
-3.563
0
Accrued expenses
216
113
Tangible assets
-127
-88
Intangible assets
751
34
Financial assets
3.241
0
Short term receivables
2.796
0
Long Term receivables
1
0
Inventories–impairment
247
0
Short term provisions
-366
0
Short term liabilities
-2.276
158
Long term liabilities
-3.386
-6
Discontinued operations
0
0
Deferred Tax (income) / expense
6.360
3.000
On 31/12/2023 the most important companies of the Group had accumulated tax losses amounting to approximately
€126,6 million (31/12/2022: €118,1 million), out of which an amount of €10,8 million was recognized as a deferred
tax asset on 31/12/2023. Also, on 31/12/2023 the Company has a cumulative deferred tax asset from tax-deferred
interest expenses of €7,2 million, which has been fully recognised in prior years.
31/12/2022
GROUP
COMPANY
Assets
Liabilities
Assets
Liabilities
Tax losses and interest expense carried forward
10.025
0
10.025
0
Inventories–intercompany profit
0
-251
0
0
Financial assets
0
-8
0
0
Long term receivables
0
-5
0
0
Provisions
560
58
254
0
Tangible assets
-1.201
-820
812
0
Intangibles assets
0
-6.424
0
-5.969
Short term receivables
-688
-62
-688
0
Accrued expenses
509
-13
488
0
Long term liabilities
260
-2.436
36
0
Short term liabilities
1.497
-22
395
0
Short term loans
2.253
0
31
0
Total
13.216
-9.983
11.353
-5.969
1/1-31/12/2022
Income Statement
Deferred income tax (continuing operations)
GROUP
COMPANY
Prior years’ tax losses utilized
38
0
Interest expense tax carry forward
-3.720
-3.720
Accrued expenses
658
656
Tangible assets
-1.070
-1.015
Intangible assets
1.553
1.450
Financial assets
-8
1
Short term receivables
138
53
Long Term receivables
19
0
Inventories–impairment
153
0
Short term provisions
27
0
Short term liabilities
-2.999
157
Long term liabilities
1.995
14
Discontinued operations
0
0
Deferred Tax (income) / expense
-3.216
-2.404
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
182
2.13 EARNINGS / (LOSSES) PER SHARE
The calculation of basic and diluted earnings / (losses) per share is as follows:
Basic earnings / (losses) per share (EPS) are calculated by dividing net earnings / (losses) for the period
attributable to equity holders of the parent by the weighted average number of common shares outstanding
during the period, taking into account the average number of ordinary shares acquired by the Group as treasury
shares.
Profits/(losses) per share for the current year as well as for the comparatives have been adjusted to include the
reward element to the existing shareholders which was realized through the pre-emptive right to increase the
share capital (note
2.23
).
(total operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Net profit / (loss) attributable to equity holders of
the parent
5.836
11.894
18.390
-18.626
Weighted average number of shares outstanding
416.040.074
249.493.407
416.040.074
249.493.407
Less: Weighted average number of treasury shares from
period movements
Weighted average number of shares outstanding
during the period
416.040.074
249.493.407
416.040.074
249.493.407
Basic earnings / (losses) per share (EPS) (in euro)
0,0140 €
0,0477 €
0,0442 €
-0,0747 €
Diluted earnings / (losses) per share are calculated by dividing net earnings / (losses) for the period
attributable to equity holders of the parent by the weighted average number of shares outstanding during the
period (adjusted for the effect of the average stock option plans outstanding during the period). During 2023
and 2022 the Group had no stock option plan in effect.
(total operations)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Weighted average number of shares outstanding (for basic
EPS)
416.040.074
249.493.407
416.040.074
249.493.407
Effect of potential exercise of options (weighted average
number for the period)
0
0
0
0
Weighted average number of shares outstanding
(for diluted EPS)
416.040.074
249.493.407
416.040.074
249.493.407
Diluted earnings / (losses) per share (EPS) (in
euro)
0,0140 €
0,0477 €
0,0442 €
-0,0747
€
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
183
2.14 TANGIBLE FIXED ASSETS
GROUP
LAND
BUILDINGS AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2023
Cost
0
37.934
391.016
9.414
84.371
8.134
1.781
532.650
Accumulated depreciation
0
-20.190
-310.127
-5.246
-81.791
0
-1.527
-418.881
Net Book value January 1, 2023
0
17.744
80.889
4.168
2.580
8.134
254
113.770
COST
Additions of the period
0
1.498
9.192
4.385
300
1.096
0
16.471
Transfer of assets from (to) other category
0
0
0
0
0
0
0
0
Other transfer
0
302
3.304
49
-1
-5.925
41
-2.230
Effect from the application of IAS 29
0
2.392
40.772
693
1.476
2.339
104
47.776
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
0
0
Disposals
0
0
-507
-53
-6
0
0
-566
Impairment / write off
0
-89
-25
0
-118
0
-1
-233
Derecognition due to termination / expiration of lease contracts
0
0
0
-201
0
0
0
-201
Exchange differences
0
-3.470
-58.840
-1.287
-1.858
-2.948
-134
-68.537
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-2.407
-26.172
-2.673
-764
0
-86
-32.102
Disposals
0
0
505
26
6
0
0
537
Impairment / write-off
0
89
11
0
118
0
0
218
Effect from the application of IAS 29
0
-2.315
-33.913
-584
-1.413
0
-77
-38.302
Exchange differences
0
2.820
49.096
947
1.769
0
90
54.722
Transfer from (to) other category
0
-100
100
0
0
0
0
0
Other transfer
0
0
0
0
0
0
0
0
Derecognition due to termination / expiration of lease contracts
0
0
0
234
0
0
0
234
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
0
0
Net book value December 31 2023
0
16.464
64.412
5.704
2.089
2.696
191
91.557
Cost
0
38.567
384.912
13.000
84.164
2.696
1.791
525.130
Accumulated depreciation
0
-22.103
-320.500
-7.296
-82.075
0
-1.600
-433.573
Net book value December 31 2023
0
16.464
64.412
5.704
2.089
2.696
191
91.557
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
184
GROUP
LAND
BUILDINGS AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2022
Cost
1.830
39.644
360.841
3.986
85.975
7.796
1.681
501.753
Accumulated depreciation
0
-19.044
-272.113
-2.905
-82.991
0
-1.489
-378.542
Net Book value January 1, 2022
1.830
20.600
88.728
1.081
2.984
7.796
192
123.210
COST
Additions of the period
0
3.268
9.887
5.934
252
9.225
140
28.706
Transfer of assets from (to) other category
0
1.119
5.198
0
19
-6.335
0
0
Other transfer
-1.830
-975
-35
0
38
-2.598
11
-5.390
Effect from the application of IAS 29
0
1.053
18.660
386
763
0
36
20.898
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
0
0
Disposals
0
0
-452
-37
-170
0
0
-659
Impairment / write off
0
-536
-5.274
0
-1.981
0
-1
-7.792
Derecognition due to termination / expiration of lease contracts
0
-6.246
0
-561
0
0
0
-6.807
Exchange differences
0
608
2.192
-293
-525
45
-85
1.942
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-3.140
-28.154
-2.844
-670
0
-102
-34.911
Disposals
0
0
440
37
169
0
0
646
Impairment / write-off
0
959
5.225
0
1.882
0
1
8.067
Effect from the application of IAS 29
0
-585
-15.911
-253
-698
0
-21
-17.468
Exchange differences
0
-173
-211
202
517
0
84
419
Transfer from (to) other category
0
0
0
0
0
0
0
0
Other transfer
0
310
598
0
1
0
0
909
Derecognition due to termination / expiration of lease contracts
0
1.482
0
517
0
0
0
1.999
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
0
0
Net book value December 31 2022
0
17.744
80.891
4.169
2.581
8.133
255
113.769
Cost
0
37.935
391.017
9.415
84.371
8.133
1.782
532.653
Accumulated depreciation
0
-20.191
-310.126
-5.246
-81.790
0
-1.527
-418.883
Net book value December 31 2022
0
17.744
80.891
4.169
2.581
8.133
255
113.770
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
185
COMPANY
LAND
BUILDINGS AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2023
Cost
0
9.123
19.221
1.574
77.097
0
0
107.016
Accumulated depreciation
0
-4.049
-13.286
-1.071
-75.153
0
0
-93.559
Net Book value January 1, 2023
0
5.074
5.935
503
1.944
0
0
13.457
COST
Additions of the period
0
26
3
175
145
0
0
349
Transfer of assets from (to) other category
0
0
0
0
0
0
0
0
Other transfer
0
0
349
0
0
0
0
349
Disposals
0
0
-247
-4
-1
0
0
-252
Impairment / write off
0
0
0
0
-117
0
0
-117
Derecognition due to termination /
expiration of lease contracts
0
0
0
-108
0
0
0
-108
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-667
-1.918
-231
-549
0
0
-3.365
Disposals
0
0
246
4
1
0
0
251
Impairment / write-off
0
0
0
0
117
0
0
117
Transfer from (to) other category
0
0
0
0
0
0
0
0
Other transfer
0
0
0
0
0
0
0
0
Derecognition due to termination /
expiration of lease contracts
0
0
0
141
0
0
0
141
Net book value December 31 2023
0
4.433
4.368
480
1.540
0
0
10.822
Cost
0
9.149
19.326
1.637
77.124
0
0
107.236
Accumulated depreciation
0
-4.716
-14.958
-1.157
-75.584
0
0
-96.415
Net book value December 31 2023
0
4.433
4.368
480
1.540
0
0
10.821
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
186
COMPANY
LAND
BUILDINGS
AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2022
Cost
1.830
13.940
19.306
1.486
78.070
0
0
114.632
Accumulated depreciation
0
-5.429
-9.846
-986
-75.550
0
0
-91.812
Net Book value January 1, 2022
1.830
8.511
9.460
500
2.520
0
0
22.820
COST
Additions of the period
0
2.233
23
217
128
0
0
2.601
Transfer of assets from (to) other
category
0
0
0
0
0
0
0
0
Other transfer
-1.830
-975
58
0
0
0
0
-2.747
Disposals
0
0
-166
0
0
0
0
-166
Impairment / write off
0
0
0
0
-1.101
0
0
-1.101
Derecognition due to termination /
expiration of lease contracts
0
-6.076
0
-129
0
0
0
-6.205
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-665
-3.578
-234
-607
0
0
-5.083
Disposals
0
0
138
0
0
0
0
138
Impairment / write-off
0
424
0
0
1.004
0
0
1.428
Transfer from (to) other category
0
0
0
0
0
0
0
0
Other transfer
0
310
0
0
0
0
0
310
Derecognition due to termination /
expiration of lease contracts
0
1.312
0
149
0
0
0
1.461
Net book value December 31 2022
0
5.074
5.935
503
1.944
0
0
13.456
Cost
0
9.122
19.221
1.574
77.097
0
0
107.014
Accumulated depreciation
0
-4.048
-13.286
-1.071
-75.153
0
0
-93.557
Net book value December 31 2022
0
5.074
5.935
503
1.944
0
0
13.457
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
187
Tangible Assets include Right-of-Use-Assets (RoU Assets) through Leases pursuant to IFRS 16:
GROUP
RIGHT OF USE ASSETS
BUILDINGS
AND
INSTALLATIONS
TRANSPORT
EQUIPMENT
MACHINERY
AND
EQUIPMENT
FURNITURE
AND
FIXTURES
Total
Balance 01/01/2023
12.580
4.099
2.867
25
19.571
Additions
1.179
4.360
575
0
6.114
Termination/expiration of contracts
0
7
0
0
7
Foreign Exchange differences
-564
-198
-669
0
-1.431
Effect from IAS 29
78
-9
569
0
638
Change of consolidation method /
Sale of subsidiary
0
0
0
0
0
Depreciation
-1.939
-2.654
-1.356
-9
-5.958
Write off of asset
0
0
0
0
0
Transfers
175
49
100
0
324
Balance 31/12/2023
11.509
5.654
2.086
16
19.265
Below amounts recognized in Income Statement pursuant to IFRS 16:
GROUP
1/1 -31/12/2023
1/1-31/12/2022
(continuing operations)
Depreciation from right of use assets
5.959
6.162
Interest expenses from lease liabilities
964
1.194
Rental expenses from short-term contracts
481
1.160
Rental expenses from contracts of low value assets
60
49
Total amounts recognized in Income
Statement
7.464
8.565
COMPANY
RIGHT OF USE ASSETS
BUILDINGS
AND
INSTALLATIONS
TRANSPORT
EQUIPMENT
MACHINERY
AND
EQUIPMENT
FURNITURE
AND
FIXTURES
Total
Balance 01/01/2023
2.388
503
0
20
2.911
Additions
12
175
0
0
187
Termination/expiration of contracts
0
33
0
0
33
Write off of asset
0
0
0
0
0
Depreciation
-514
-230
0
-7
-751
Balance 31/12/2023
1.886
481
0
13
2.380
2.15 INVESTMENT PROPERTIES
During the first quarter of 2022, the Group carried out a reclassification from Tangible fixed assets to
Investment Properties in the amount of €2.615 thousand due to a change in use (start of operating lease
to a third party) of the parent company's properties. On 31/12/2023 the unamortized value of Company's
Investment Properties classified in Land amounts to € 1.950 thousand, while the relevant value of
Buildings & Installation amounts to € 547 thousand. Depreciation on Buildings & Installation in 2023
amounted to € 59 thousand (2022: €59 thousand)
.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
188
2.16 INTANGIBLE ASSETS
GROUP
GOODWILL
SOFTWARE
DEVELOPMENT
COSTS (Internally
generated) ¹
OTHER
INDUSTRIAL
PROPERTY RIGHTS &
LICENSES
Total
January 1, 2023
Cost
190
79.298
216.485
37.989
247.918
581.880
Accumulated depreciation
0
-63.313
-150.426
-26.074
-133.460
-373.273
Net Book value January 1, 2023
190
15.985
66.059
11.915
114.458
208.607
COST
Additions of the period
0
2.245
3.146
7.505
76
12.972
Transfer of assets from (to) other category
0
0
0
0
0
0
Transfer from (to) inventories and tangible assets
-4
930
918
-418
0
1.426
Effect from the application of IAS 29
0
4.411
-533
-21
39.030
42.887
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
Disposals
0
0
0
0
0
0
Impairment / write off
0
-3.258
-3
0
0
-3.261
Exchange differences
-147
-6.665
-423
-1.545
-41.770
-50.547
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-5.216
-9.745
-5.150
-15.630
-35.741
Disposals
0
0
0
0
0
0
Impairment / write-off
0
3.077
-1.044
0
-5
2.028
Effect from the application of IAS 29
0
-3.351
508
-33
-11.085
-13.961
Exchange differences
0
5.033
294
1.145
11.440
17.912
Transfer from (to) other category
0
0
0
0
0
0
Transfer from (to) inventories and tangible assets
0
0
0
0
0
0
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
Net book value December 31 2023
39
13.191
59.177
13.398
96.514
182.322
Cost
39
76.961
219.590
43.510
245.254
585.354
Accumulated depreciation
0
-63.770
-160.413
-30.112
-148.740
-403.032
Net book value December 31 2023
39
13.191
59.177
13.398
96.514
182.322
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
189
GROUP
GOODWILL
SOFTWARE
DEVELOPMENT
COSTS (Internally
generated) ¹
OTHER
INDUSTRIAL
PROPERTY RIGHTS &
LICENSES
Total
January 1, 2022
Cost
302
79.011
220.297
31.843
254.396
585.849
Accumulated depreciation
0
-62.496
-147.524
-22.190
-149.333
-381.543
Net Book value January 1, 2022
302
16.515
72.773
9.653
105.063
204.306
COST
Additions of the period
94
1.426
2.857
2.814
164
7.355
Transfer of assets from (to) other category
0
0
0
0
0
0
Transfer from (to) inventories and tangible assets
-91
1.973
104
2.506
0
4.492
Effect from the application of IAS 29
0
1.687
0
86
39.401
41.174
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
Disposals
0
0
0
-4
0
-4
Impairment / write off
0
-3.798
-6.757
-697
-39.100
-50.352
Exchange differences
-116
-1.001
-15
1.441
-6.943
-6.634
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-4.026
-9.703
-3.420
-17.944
-35.094
Disposals
0
0
0
4
0
4
Impairment / write-off
0
3.798
6.757
697
39.100
50.352
Effect from the application of IAS 29
0
-1.512
0
0
-6.378
-7.890
Exchange differences
0
921
44
-1.165
1.095
895
Transfer from (to) other category
0
0
0
0
0
0
Transfer from (to) inventories and tangible assets
0
0
0
0
0
0
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
Net book value December 31 2022
189
15.983
66.060
11.915
114.458
208.604
Cost
189
79.298
216.486
37.989
247.918
581.880
Accumulated depreciation
0
-63.315
-150.426
-26.074
-133.460
-373.273
Net book value December 31 2022
189
15.983
66.060
11.915
114.458
208.607
¹ The internally generated intangible assets of the Group include a material intangible asset with net book value of €39,7 thousand on 31/12/2023 (central operating system – LOTOS and relevant modules, which supports
the majority of the contracts of the Group). The useful life of the central operating system is up to 20 years whereas additions, upgrades and improvements to this asset are constant. The Group recognized impairment
losses/write-offs of intangible fixed assets amount to €1.171 thousand during the period 1/1-31/12/2023 which were recognized in the income statement (in “Gain / (Losses) from assets disposal, impairment losses &
write-off of assets” - note
2.8
). The whole amount of €1.171 thousand related to the impairment loss on intangible assets of CGU “Sports Betting” as discussed below in the section Intangible Assets (except goodwill)
impairment test.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
190
COMPANY
GOODWILL
SOFTWARE
DEVELOPMENT COSTS
(Internally generated) ¹
OTHER
INDUSTRIAL PROPERTY
RIGHTS & LICENSES
Total
January 1, 2022
Cost
0
24.105
167.196
0
24.070
215.371
Accumulated depreciation
0
-23.500
-111.684
0
-22.396
-157.580
Net Book value January 1, 2022
0
605
55.512
0
1.674
57.791
COST
Additions of the period
0
68
2.247
0
0
2.315
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-226
-7.201
0
-725
-8.152
Impairment / write-off
0
0
0
0
0
0
Transfer from (to) other category
0
0
0
0
0
0
Net book value December 31 2022
0
447
50.558
0
949
51.954
Cost
0
24.173
169.443
0
24.070
217.686
Accumulated depreciation
0
-23.726
-118.885
0
-23.121
-165.732
Net book value December 31 2022
0
447
50.558
0
949
51.954
¹ The Company's internally generated intangible assets constitute a standalone asset (central operating system - LOTOS and related modules, which supports the majority of the Group's contracts).
The remaining depreciation period of the central operating system is 20 years given that additions, upgrades and improvements to this asset are constant.
COMPANY
GOODWILL
SOFTWARE
DEVELOPMENT COSTS
(Internally generated) ¹
OTHER
INDUSTRIAL PROPERTY
RIGHTS & LICENSES
Total
January 1, 2023
Cost
0
24.173
169.443
0
24.070
217.686
Accumulated depreciation
0
-23.726
-118.885
0
-23.121
-165.732
Net Book value January 1, 2023
0
447
50.558
0
949
51.954
COST
Additions of the period
0
101
1.903
0
0
2.004
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-548
-6.542
0
-637
-7.727
Impairment / write-off
0
0
-841
0
-5
-846
Transfer from (to) other category
0
0
0
0
0
0
Net book value December 31 2023
0
0
45.078
0
307
45.385
Cost
0
24.274
171.346
0
24.070
219.690
Accumulated depreciation
0
-24.274
-126.268
0
-23.763
-174.305
Net book value December 31 2023
0
0
45.078
0
307
45.385
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
191
Intangible assets (except for Goodwill) impairment test
Management tests Intangible assets (except for Goodwill) for impairment if events occur or changes in
conditions indicate that the carrying value may not be recoverable in accordance with accounting practice
described in note
2.1.5
.
The Group, due to the recent changes in revenue contracts portfolio, made an impairment test on 31/12/2023
for all operating systems that are used to its operating activities. The above intangible assets were classified
for impairment testing purposes to the following cash generating units (CGU): “Lottery”, “Sports Betting” and
“VLT”. The recoverable value of cash generating units is determined according to the calculation of their value
in use. The above calculation is based on after-tax cash flow forecasts from budgets that have been approved
by management. The determination was made by applying the Income Approach – Relief from Royalty
method, in which the value of intangible assets is determined by reference to the value of hypothetical royalty
payments, which are saved through ownership of the asset, compared to the licensing (licensing) of the
intangible assets by a third party.
NBV per CGU
CGU (amounts in mil. €)
2023
2022
Lottery
39,7
45,2
Sports Betting
19,7
23,5
VLT
6,6
7,1
Total
66,0
75,8
Key assumptions
CGU
Discount rate
Royalty rate
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Lottery
11,7%
13,4%
18,5%
13,5%
Sports Betting
11,7%
13,4%
18,5%
13,5%
VLT
11,7%
13,4%
18,5%
13,5%
Impairment loss per intangible assets category:
(ποσά σε εκατ. €)
GROUP
COMPANY
GROUP
COMPANY
31/12/2023
31/12/2023
31/12/2022
31/12/2022
Software
0,2
0,0
0,0
0,0
Development Costs (Internally generated)
1,0
0,8
0,0
0,0
Industrial Property Rights & Licenses
0,0
0,0
0,0
0,0
Total
1,2
0,8
0,0
0,0
The test concluded that the carrying amount of the CGU “Sports Betting” exceeded the estimated recoverable
amount, and the Group recognized an impairment loss, due to insufficient future revenue, of €1.171 thousand
in Income Statement (in “Gain / (Losses) from assets disposal, impairment losses & write-off of assets” -
note
2.8
). The above impairment loss is presented in the operating segment “European Union” (note
2.2
) The
respective amount for Company amounted to €846 thousand.
Recoverable amount sensitivity analysis:
On 31/12/2023, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible
change of some of the basic assumptions, such as the change of half (0,25) of a percentage point of royalty
rate and the change of the discount rates of half (0,25) percentage point. This sensitivity analysis does not
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
192
show a situation in which the carrying amount of the Lottery” and “VLT” CGUs exceeds their recoverable
amount. Regarding CGUs "Sports Betting", the above analysis show that a reduction of the royalty rate by
half (0,25) percentage point with a simultaneous increase of the discount rate by half (0,25) percentage point
would lead to an additional impairment loss of approximately €1,2 million.
Goodwill and Intangible assets with indefinite useful life impairment test
Management tests Goodwill for impairment annually (December 31) or more frequently if events occur or
changes in conditions indicate that the carrying value may not be recoverable in accordance with accounting
practice described in note
2.1.5
“Business Combination and Goodwill”.
The Group proceeded with a goodwill impairment test on 31/12/2023 and the basic assumptions used to
determine the recoverable amount are described below. The Group examined on 31/12/2023 the goodwill of
this subsidiary for impairment, and based on the impairment test carried out, no impairment loss was
identified.
The recoverable amounts of cash generating units have been determined based on value in use calculations
using appropriate estimates regarding future cash flows and discount rates.
Specifically, goodwill arising on consolidation of acquired subsidiaries and intangible assets with indefinite
useful life are allocated to the following cash generating units (CGU) by geographical area. Goodwill
impairment testing is performed on a subsidiary level.
Carrying amount:
CGU
Goodwill
Intangible assets with
indefinite useful life
31/12/2023
31/12/2022
31/12/2023
31/12/2022
European Union
0
0
0
0
America
39
189
0
0
Other countries
0
0
0
0
Total
39
189
0
0
Key assumptions:
The recoverable amount of each CGU is determined according to the calculations of value in use. The
determination is obtained by the present value of estimated future cash flows expected to be generated by
each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved
by the management budgets for the next three years and do not include estimated future cash inflows or
outflows expected to arise from future restructurings or from improving or enhancing the asset's performance
which is tested for impairment. The expected cash flow projections beyond the period covered by the most
recent budgets is estimated by extrapolating the projections based on the budgets, using a steady or declining
growth rate for subsequent years, which does not exceed the long-term average growth rate for products,
industries, countries in which the Group operates, or for the market in which the asset is used. The Group
makes estimates beyond the period of three years where it has signed revenue contracts beyond three years
as well as in cases where management believes that based on market data and renewals track record of the
Group, the renewal of the relevant contracts beyond the three-year period is very possible. Cash flow
projections are based on reasonable and supportable assumptions that represent management's best
estimate of the range of economic conditions that will exist over the remaining useful life of the asset, giving
greater weight to external evidence. Management assesses the reasonableness of the assumptions underlying
the current cash flow projections by examining the causes of differences between past cash flow projections
and actual cash flows. Management also ensures that the assumptions on which its current cash flow
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
193
projections are based are consistent with past actual outcomes, provided that subsequent events or
circumstances that did not exist when those actual cash flows were generated make this appropriate.
The value in use for CGUs affected (has sensitivity) of the following key factors (assumptions):
•
Sales
•
Growth rate in perpetuity (Perpetual Growth Rates), and
•
Discount rates
Sales:
Sales projections are derived from estimates of local management of various subsidiaries. These projections
are based on careful assessments of various factors, such as past performance, estimates of growth of the
local market, competition - if exists, possible changes in the institutional framework governing the gambling
market, the economic situation of the gambling industry and the market in general, new opportunities such
as lotteries privatizations, etc.
Sales growth rate:
CGU
2023
2022
European Union
n/a
n/a
Other Europe
n/a
n/a
America
30%-151,7%
30%-76,1%
Other countries
n/a
n/a
Growth rate in perpetuity
The factors taken into account for the calculation of the growth rate in perpetuity derive from external sources
and include among others, the level of maturity of each market, the existence of barriers to entry for
competitors, the economic situation of the market, existing competition and technology trends.
Growth rate in perpetuity:
CGU
2023
2022
European Union
n/a
n/a
Other Europe
n/a
n/a
America
30%
30%
Other countries
n/a
n/a
Discount rates:
The discount rates represent the current market assessments of the risks personalized for each CGU, having
made the necessary adjustments for the time value of money and possible risks specific to any assets that
have not been included in the cash flow projections. The calculation of discount rates is based on specific
conditions under which the Group and its operating segments operate and calculated through the weighted
average cost of capital method (WACC). The WACC takes into account both debt and equity. The cost of
equity derives from the expected return that Group investors have for their investment. The Cost of debt is
based on the interest rate of the loans that the Group must facilitate. The specific risk of each country is
incorporated by implementing individualized sensitivity factors «beta» (beta factors). The sensitivity factors
«beta» is evaluated annually based on published market data.
Discount rates:
CGU
2023
2022
European Union
n/a
n/a
Other Europe
n/a
n/a
America
75,5%
68,4%
Other countries
n/a
n/a
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
194
Recoverable amount sensitivity analysis:
On 31/12/2023, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible
change of some of the basic assumptions (such as the change of one (1,0) percentage point to the growth
rate in perpetuity and the change of the discount rates of one (1,0) percentage point). This analysis does not
show a situation in which the carrying amount of the Group's significant CGUs exceeds their recoverable
amount.
2.17 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
GROUP INVESTMENT IN
ASSOCIATES AND JOINT
VENTURES
%
Participation
Country
31/12/2023
31/12/2022
LOTRICH INFORMATION Co LTD
40%
Taiwan
6.278
6.486
KARENIA ENTERPRISES COMPANY LTD
50%
Cyprus
8.927
6.688
Other
20
5
Total
15.226
13.178
GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES
Opening Balance
13.178
13.434
Participation in net profit / (loss) of
associates and joint ventures
235
256
Exchange differences
-217
-295
Impairment /Reverse of impairment
0
0
Dividends
-221
-217
Increase of share capital
2.250
0
Additions in kind
0
0
Other
0
0
Closing Balance
15.226
13.178
COMPANY INVESTMENT IN
ASSOCIATES AND JOINT
VENTURES
%
Participation
Country
31/12/2023
31/12/2022
Lotrich Information Co LTD
40%
Taiwan
5.131
5.131
Total
5.131
5.131
COMPANY INVESTMENT IN SUBSIDIARIES
%
Participation
Country
31/12/2023
31/12/2022
ΙΝTRALOT HOLDINGS INTERNATIONAL LTD
100%
Cyprus
464
464
BETTING COMPANY S.A.
100%
Greece
352
139
INTELTEK INTERNET AS
100%
Turkey
659
659
BILYONER INTERAKTIF HIZMELTER AS GROUP
50,01%
Turkey
10.751
3.990
INTRALOT GLOBAL SECURITIES B.V.
100,00%
Netherlands
176.461
176.461
INTRALOT GLOBAL HOLDINGS B.V.
0,02%
Netherlands
76.374
76.374
INTRALOT IBERIA HOLDINGS S.A.
100%
Spain
5.638
5.638
Other
27
92
Total
270.726
263.817
Grand Total
275.857
268.948
COMPANY INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES
31/12/2023
31/12/2022
Opening Balance
268.948
143.833
Increase of share capital of subsidiary
0
125.500
Provisions/ reversals of provisions for impairment of subsidiaries
1
6.762
0
Capitalization of receivables from subsidiaries
0
0
Liquidations
-65
-24
Return of subsidiaries’ capital
0
-361
Acquisition of additional percentage in an existing subsidiary
212
0
Closing Balance
275.857
268.948
¹
The Company as at 31/12/2023 includes a gain from reversal of prior year loss of €6.762 thousand of the Company's
investment in the subsidiary Bilyoner Incteractif Hizmelter, as a result of the continuous development of Turkey's online market.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
195
2.18 OTHER FINANCIAL ASSETS
The other financial assets that have been classified by the Group as “equity instruments at fair value
through other comprehensive income” and as “debt instruments at amortized cost" are analyzed below:
GROUP
COMPANY
31/12/2023
32/12/2022
31/12/2023
32/12/2022
Opening Balance
95
110
84
80
Purchases
0
0
0
4
Disposals
0
0
0
0
Receipts
-3
-4
0
0
Fair value revaluation
74
0
74
0
Foreign exchange differences
-8
-11
0
0
Closing balance
159
95
158
84
Quoted securities
159
95
159
84
Unquoted securities
0
0
0
0
Total
159
95
159
84
Long-term Financial Assets
159
87
159
84
Short-term Financial Assets
0
8
0
0
Total
159
95
159
84
For investments that are actively traded in organized financial markets, the fair value is determined by
reference to the closing price at the reporting date. For investments where there is no corresponding market
price, fair value is determined by reference to the current market value of another instrument that is
substantially the same or estimated based on expected cash flows of the net assets underlying the investment
or acquisition value.
2.19 OTHER LONG-TERM RECEIVABLES
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Receivables from related parties (note 2.31.E)
456
470
0
15
Minus: Provisions for doubtful receivables
0
0
0
0
Guarantees
1.462
2.003
44
29
Other receivables1
24.986
27.093
24.267
26.437
Minus: Provisions for doubtful receivables
-24
-24
0
0
Total
26.880
29.542
24.311
26.481
1
The account “Other Receivable” of the Company and the Group as at 31/12/2023 include a receivable from the “Hellenic Organization
of Horse Racing S.A.” (ODIE) amount to 24.267 thousand (31/12/2022: €26.437 thousand) that was overdue until November 2015 and
had not been impaired. In November 2015, an agreement was signed between the Company and ODIE which set the repayment of all of
the above receivables of the Company. With this agreement ODIE granted the Company 2/3 of the rent which it will receive from the
lease of property of ODIE (Markopoulos facilities) to the company "Ippodromies SA". The payment of the assigned lease to the Company
has already started from January 2016. The whole of this receivable is covered by collateral as disclosed in note
2.32
"Contingent liabilities"
- "Litigation cases". We also note that the Company assesses the risk of non-collectability as minimum, given both the public character
of ODIE, and the reception of physical collateral (first mortgage and note of mortgage) on the above-mentioned property of ODIE. The
record of the above physical collateral was made for €20,9 million against the real estate and the facilities of ODIE in Markopoulos, that
have a multiple fair value, making the collection of the claim as fully secured.
Reconciliation of changes in provisions for
impairment of long-term receivables
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Opening Balance
-24
0
0
0
Provisions for the period for receivables from third parties
0
-24
0
0
Transfer from/to short term receivables
0
0
0
0
Transfer to investments in subsidiaries
0
0
0
0
Sale of subsidiary
0
0
0
0
Exchange differences
0
0
0
0
Closing Balance
-24
-24
0
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
196
2.20 TRADE AND OTHER SHORT-TERM RECEIVABLES
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Trade receivables (third parties)
55.267
57.253
15.468
11.221
Minus: Doubtful provisions
-9.967
-10.219
-7.897
-7.759
Trade receivables from related entities and other
related parties (note
2.31
)
11.928
4.049
62.619
37.331
Minus: Doubtful provisions from related entities
and other related parties
-242
-242
-463
-463
Total trade receivables
56.986
50.841
69.727
40.330
Other receivables (third parties)
1
9.118
6.344
3.807
3.646
Minus: Doubtful provisions
-3.050
-3.971
-1.838
-1.838
Other receivables from related entities and other
related parties (note
2.31
)
7.811
8.739
22.878
23.879
Minus: Doubtful provisions from related entities
and other related parties
0
-2
0
0
Pledged bank deposits
5.950
9.067
2.150
5.029
Tax receivables
30.709
27.609
18.165
19.682
Prepaid expenses and other receivables
12.391
11.217
2.209
1.195
Total other receivables
62.929
59.003
47.371
51.593
Total
119.915
109.844
117.098
91.923
1
The account “Other Receivable” of the Company and the Group as at 31/12/2023 include a receivable from the “Hellenic Organization
of Horse Racing S.A.” (ODIE) amount to €1.878 thousand (31/12/2022: €1.552 thousand) that was overdue until November 2015 and
had not been impaired. In November 2015, an agreement was signed between the Company and ODIE which set the repayment of all of
the above receivables of the Company. With this agreement ODIE granted the Company 2/3 of the rent which it will receive from the
lease of property of ODIE (Markopoulos facilities) to the company "Ippodromies SA". The payment of the assigned lease to the Company
has already started from January 2016. The whole of this receivable is covered by collateral as disclosed in note
2.32
"Contingent liabilities"
- "Litigation cases". We also note that the Company assesses the risk of non-collectability as minimum, given both the public character
of ODIE, and the reception of physical collateral (first mortgage and note of mortgage) on the above-mentioned property of ODIE. The
record of the above physical collateral was made for €20,9 million against the real estate and the facilities of ODIE in Markopoulos, that
have a multiple fair value, making the collection of the claim as fully secured.
Pursuant to IFRS 9, for the determination of the expected credit losses and the recognition of relevant doubtful
provisions, the Group followed the general model as described in the relevant paragraph of accounting policies
note
2.1.5
. Subsequent changes in market conditions and the business model of the Group may affect the below
estimations.
On December 31, 2023 and 2022, the trade receivables and the doubtful provisions are as follows:
31/12/2023
GROUP
COMPANY
Trade
receivables
Doubtful
provisions
Trade
receivables
Doubtful
provisions
Not past due
18.486
0
10.719
0
Past due less than 30 days
5.508
-40
1.249
0
Past due 30-60 days
6.566
0
3.524
0
Past due 60-90 days
2.214
0
2.338
0
Past due 90-120 days
2.131
0
1.063
0
Past due more than 120 days
32.289
-10.169
59.194
-8.360
Total
67.194
-10.209
78.087
-8.360
56.986
69.727
31/12/2022
GROUP
COMPANY
Trade
receivables
Doubtful
provisions
Trade
receivables
Doubtful
provisions
Not past due
22.372
0
3.664
0
Past due less than 30 days
22.498
-369
1.186
0
Past due 30-60 days
104
0
202
0
Past due 60-90 days
432
0
189
0
Past due 90-120 days
383
0
571
0
Past due more than 120 days
15.512
-10.092
42.741
-8.223
Total
61.301
-10.461
48.553
-8.223
50.841
40.330
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
197
Reconciliation of changes in provisions for
impairment of short-term receivables
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Opening Balance
-14.434
-18.293
-10.061
-14.409
Provisions for the period for receivables from
subsidiaries ¹
0
0
0
0
Provisions for the period for receivables from
third parties ²
-555
-809
-138
0
Provisions utilized for receivables from
subsidiaries
0
0
0
0
Provisions utilized for associates
0
4.313
0
4.348
Provisions utilized for receivables from third
parties
725
91
0
0
Reversed provisions for receivables from
subsidiaries
0
0
0
0
Reversed provisions for receivables from third
parties
865
191
0
0
Subsidiaries disposal/change in consolidation
method
0
0
0
0
Transfer from/to long term receivables
0
0
0
0
Exchange differences
138
73
0
0
IAS 19 application
0
0
0
0
Transfer to investments to subsidiaries
0
0
0
0
Closing Balance
-13.259
-14.434
-10.198
-10.060
1
Relating to impairment provision of receivables from subsidiary and other related party of the Group derived either from machinery
and equipment disposal and services rendered or from loan contracts.
2
Relating to impairment provision of receivables from debtors (third parties outside the Group) derived from commercial transactions
in the ordinary course of business.
2.21 INVENTORIES
GROUP
COMPANY
31/12/2023
32/12/2022
31/12/2023
32/12/2022
Merchandise – Equipment
16.913
18.939
2.534
3.199
Other
8.883
6.431
0
0
Total
25.796
25.370
2.534
3.199
Provisions for impairment
-1.441
-1.449
0
0
Total
24.355
23.921
2.534
3.199
The burden for 2023, from disposals/usage and provision of inventories for the Group amounts to €3.574
thousand (2022: €952 thousand) while for the Company amounts to €3.154 thousand (2022: €988
thousand) and is included in “Cost of Sales”.
Reconciliation of changes in
inventories provision for
impairment
GROUP
COMPANY
31/12/2023
32/12/2022
31/12/2023
32/12/2022
Opening balance for the period
-1.449
-1.449
0
0
Provisions of the period
0
0
0
0
Foreign exchange differences
8
0
0
0
Sale of subsidiary
0
0
0
0
Closing balance for the period
-1.441
-1.449
0
0
There are no liens on inventories.
2.22 CASH AND CASH EQUIVALENTS
Bank current accounts are either non-interest bearing or interest bearing and yield income at the daily
bank interest rates. The short-term deposits are made for periods from one day to three months depending
on the Group’s cash requirements and yield income at the applicable prevailing interest rates.
For the purposes of the statement of cash flows, cash and cash equivalents consist of:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
198
GROUP
COMPANY
31/12/2023
32/12/2022
31/12/2023
32/12/2022
Cash and bank current accounts
97.983
101.598
3.697
6.141
Short term time deposits/investments
(cash equivalents)
13.931
768
12.905
0
Total
111.915
102.366
16.602
6.141
The Group and the Company has pledged a part of its short-term deposits to fulfil collateral requirements
amounting to € 5.950 thousand and € 2.150 thousand respectively (31.12.2022: € 9.067 thousand and €
5.029 thousand). Refer to Note
2.31
for further details.
2.23 SHARE CAPITAL, TREASURY SHARES AND RESERVES
Share Capital
Total number of authorized shares
31/12/2023
31/12/2022
Ordinary shares of nominal value €0,30
each
604.095.621
371.337.000
Issued and fully paid shares
Number of Ordinary
Shares
€’000
Balance December 31,2023
604.095.621
181.229
According to the decision of the Board of Directors of the Company dated 21.06.2022, pursuant to the
provisions of article 24 par. 1 (b) of Law 4548/2018 and by virtue of the authority granted to the Board of
Directors by the Extraordinary General Meeting of the Company's shareholders dated 23.05.2022,
inter
alia
, a resolution was made to increase the share capital of the Company by an amount of sixty six million
eight hundred forty thousand sixty four Euro and fifty cents (€ 66.840.064,50), with the issuance of
222.800.215 new, common, intangible, registered voting shares with a nominal value of 0,30 Euros each,
and at issue price fifty-eight cents of Euro (€ 0,58) for each New Share, with cash payment and with a pre-
emption right of the existing shareholders of the Company.
Following the completion of the Increase, the share capital of the Company amounted to one hundred and
eleven million four hundred and one thousand one hundred Euros (€111.401.100), divided into three
hundred and seventy-one million three hundred and thirty-seven thousand (371.337.000) common,
registered shares with voting rights, with a nominal value of thirty Euro cents (€0,30) each.
According to the decision of the Board of Directors of the Company dated 2.10.2023, pursuant to the
provisions of article 24 par. 1 (b) of Law 4548/2018 and by virtue of the authority granted to the Board of
Directors by the Extraordinary General Meeting of the Company's shareholders dated 30.08.2023,
inter
alia
, a resolution was made to increase the share capital of the Company by an amount of sixty nine million
eight hundred twenty seven thousand five hundred eighty six Euro and thirty cents (€ 69.827.586,30),
with the issuance of 232.758.621new, common, intangible, registered voting shares with a nominal value
of 0,30 Euros each, and at issue price fifty-eight cents of Euro (€ 0,58) for each New Share, with cash
payment and with a pre-emption right of the existing shareholders of the Company.
Following the completion of the Increase, the share capital of the Company amounted to one hundred and
eighty-one million two hundred and twenty-eight thousand six hundred eighty-six Euros and thirty cents
(€181.228.686,30), divided into six hundred four million ninety five thousand six hundred twenty one
(604.095.621) common, registered shares with voting rights, with a nominal value of thirty Euro cents
(€0,30) each.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
199
Share Premium
Following the completion of the share capital increase mentioned above, the total raised funds of the
Increase amount to € 129.224.124,70. The total difference between the Selling Price and the nominal value
of the New Shares, total amount sixty-two million three hundred eighty-four thousand sixty Euros and
twenty cents (€ 62.384.060,20) will be credited to the “Share Premium” account.
The Share premium reserve was decreased by the expenses direct attributable to the share capital increase,
thus the total balance of the share premium amounted to € 62.081.366,01.
Following the completion of the share capital increase mentioned above, the total raised funds of the
Increase amounted to € 135.000.000,18. The total difference between the Selling Price and the nominal
value of the New Shares, total amount sixty-five million one hundred seventy-two thousand four hundred
thirteen Euro and eighty-eight cents (€ 65.172.413,88) will be credited to the “Share Premium” account.
The Share premium reserve was decreased by the expenses direct attributable to the share capital increase,
thus the total amount of increase of the share premium amounted to € 60.282.403,61, whereas the total
share premium amounted to €122.363.769,62 on 31/12/2023.
Treasury Shares
Share buyback program 29.05.2020 - 29.05.2022:
According to article 49, Law 4548/2018, article 4.1.4.2 of the regulation of ATHEX and based on the
resolution of the Shareholder’s Annual General Meeting which took place on the 29.05.2020, that a treasury
shares buy – back
program by the Company of up to 10% of its paid share capital, taking into account the
shares which had been acquired and held by the Company (in the amount of 9.200.033 treasury shares as
of 29.05.2020, that is 5,861% of its share capital), for a period of 24 months with effect from 29.05.2020
and until 29.05.2022, with a minimum price of €0,30 and maximum price of €12, is approved. It was
approved also that the treasury shares which will eventually be acquired may be distributed to its personnel
and/or to the personnel of the Company’s affiliates and/or to be kept for future acquisition of shares in
another company.
INTRALOT, in accordance with the current legislation and its relevant announcement dated 13/04/2021
and 11/05/2021, informed that, by May 31, 2021, it completed the sale of 775.097 own shares, or 0,49%
of its total share capital, with an average selling price of €0,16 per share and a total value of €126.392,04.
The Annual General Meeting of the Company’s shareholders that took place on June 29, 2021 decided the
reduction of the Company’s share capital by the amount of one million four hundred ten thousand euro
(€1.410.000,00) through the reduction of the total number of shares from 156.961.721 to 152.261.721
common registered shares, due to the cancellation of four million seven hundred thousand (4.700.000)
own common registered shares, with the amendment of article 5 of the Company’s Articles of Association.
The Extraordinary General Meeting of the Company’s shareholders that took place on May 17, 2022 decided
the cancellation of three million seven hundred twenty four thousand nine hundred thirty six (3.724.936)
own shares which have been acquired by the Company with a respective decrease of the Company’s share
capital by the amount of one million one hundred and seventeen thousand four hundred eighty Euros and
eighty cents (€1.117.480,80) and a relevant amendment of article 5 of the Company’s Articles of
Association relating to its Share Capital. INTRALOT does not possess any own shares.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
200
Reserves
Foreign exchange differences reserve
This reserve is used to report the exchange differences arising from the translation of foreign subsidiaries’
financial statements. The balance of this reserve in the Group on 31/12/2023 was €-110,8 million
(31/12/2022: €-102,7 million). The Group had a total net loss which was reported in the statement of
comprehensive income from the change in the fair value reserve during 2023 amounting to €15,6 million,
out of which loss of €8,1 million is attributable to the owners of the parent and a loss of €7,4 million to
non-controlling interest. The above total net loss of 2023 comes mainly from the negative fluctuation of
TRY and ARS against the EUR.
In 2023, an accumulated loss of € 760 thousand was reclassified/recycled to the income statement (line
"Foreign exchange differences") from the exchange differences reserve due to change in the consolidation
method (Full method from Equity method) in the company INTRALOT SOUTH AFRICA LTD after the
acquisition of an additional 28% shareholding.
Accordingly, in 2022 an accumulated profit of € 5.650 thousand was reclassified/recycled to the income
statement (lines "Foreign exchange differences" and "Profits / (losses) after taxes from discontinued
operations") from the exchange differences reserve due to the liquidation and sale of subsidiaries and
related companies.
The main exchange rates of abroad subsidiaries financial statements conversion were:
•
Statement of Financial Position
:
31/12/2023
31/12/2022
Change
EUR / USD
1,10
1,07
2,8%
EUR / AUD
1,63
1,57
3,8%
EUR / TRY
32,65
19,96
63,6%
EUR / ARS
894,54
189,70
371,6%
•
Income Statement
:
AVG 1/1-
31/12/2023
AVG 1/1-
31/12/2022
Change
EUR / USD
1,08
1,05
2,9%
EUR / AUD
1,63
1,52
7,2%
EUR / TRY¹
32,65
19,96
63,6%
EUR / ARS ¹
894,54
189,70
371,6%
1
The Income Statement of 2023 and 2022 of the Group's subsidiaries operating in Argentina and in Turkey was converted at the closing
rate of 31/12/2023 and 31/12/2022 instead of the Avg. 1/1-31/12/2023 and Avg.1/1-31/12/2022 pursuant to IAS 21, paragraph 42a,
for hyperinflationary economies.
Other Reserves
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Statutory Reserve
23.841
23.716
15.896
15.896
Extraordinary Reserves
4.192
4.190
1.456
1.456
Tax Free and Specially Taxed Reserves
40.655
40.655
40.391
40.391
Treasury shares reserve
-760
-760
-760
-760
Actuarial differences reserve
-33
27
21
23
Revaluation reserve
741
661
-29
-109
Total operations
68.635
68.488
56.976
56.897
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
201
Statutory reserve
Some of the Group companies are obliged, according to commercial laws in force in the country based, to
form a percentage of their annual net profit as reflected in their statutory books to a legal reserve. Under
Greek corporate law, companies are required to form at least 5% of their annual net profit as reflected in
their statutory books to a legal reserve until the aggregate amount of legal reserve reaches at least 1/3 of
the share capital. This reserve cannot be distributed during the Company's operation. Statutory reserve as
of 31 December 2023 amounts to €23,8 million for the Group and €15,9 million for the Company
(31/12/2022: €23,7 million and €15,9 million respectively).
Extraordinary Reserves
They concern among other, reserves formed under development laws, from the Company and certain
subsidiaries of the Group. For these reserves the tax liability has run out or permanently exempted from
taxation and therefore their distribution does not create further tax burden on the Group and Company.
Extraordinary reserves on 31 December 2023 amount to €4,2 million for the Group and €1,5 million for the
Company (31/12/2022: €4,2 million and €1,5 million respectively).
Tax free and specially taxed reserves
Tax-free and specially taxed reserves represent investment or development laws, and special laws reserves
and interest income, which are either tax free or taxed at 15% at source.
These revenues are not taxable provided that there are sufficient profits from which can be formed relative
untaxed reserves. According to the Greek tax legislation, these reserves are exempt from income tax,
provided they are not distributed to shareholders. The distribution of the balance of these reserves can
only occur following the approval of shareholders in a regular meeting and if the applicable taxation is paid.
The Group does not intend to distribute the balance of these reserves and therefore has not calculated the
tax liability that would arise from the distribution. Also the dividends received or received from resident
companies which have their registered office in another member state of the European Union, in which the
resident company participates within the meaning of article 11 of L.2578/1998, and the articles 48 & 63 of
(L.4172/2013) are exempt from taxation. The exempt amount is shown in a special reserve account
(POL.1007 / 2014), irrespective of the profitability or not. If this or any part of the reserve is distributed or
capitalized, the amount of the reserve is not added to earnings aggregated with other earnings. The balance
of the tax free and specially taxed reserves on 31 December 2023 was €40,7 million for the Group
(31/12/2022: €40,7 million) and €40,4 million for the Company (31/12/2022: €40,4 million).
Actuarial differences reserve
It concerns actuarial gains / losses arising from actuarial studies performed by the Group to its subsidiaries
for the various benefit plans to employees. The actuarial differences reserve on 31 December 2023 amount
to €-33 thousand for the Group and €21 thousand for the Company (31/12/2022: €27 thousand and €23
thousand respectively).
Revaluation Reserve
It concerns changes in the fair value of assets through other comprehensive income amount on 31
December 2023 to €741 thousand for the Group and €-29 thousand for the Company (31/12/2022: €661
thousand and €-109 thousand respectively).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
202
Analysis of changes in other comprehensive income by category of reserves
GROUP 1/1-31/12/2023
Actuarial
differences
Reserve
Revaluation
Reserve
Foreign currency
translation
reserve
Total
Non-controlling
interest
Grand
Total
Defined benefit plans revaluation for subsidiaries and
parent company
8
0
0
8
0
8
Valuation of assets measured at fair value through other
comprehensive income of parent and subsidiaries
0
80
0
80
0
80
Foreign exchange differences on consolidation of
subsidiaries
0
0
-8.609
-8.609
-7.443
-16.052
Share of foreign exchange differences on consolidation
of associates and joint ventures
0
0
525
525
0
525
Total operations
8
80
-8.084
-7.996
-7.443
-15.439
GROUP 1/1-31/12/2022
Actuarial
differences
Reserve
Revaluation
Reserve
Foreign currency
translation
reserve
Total
Non-controlling
interest
Grand
Total
Defined benefit plans revaluation for subsidiaries and parent
company
83
0
0
83
5
88
Revaluation of defined benefit plans of associates and joint
ventures
0
0
0
0
0
0
Valuation of assets measured at fair value through other
comprehensive income of parent and subsidiaries
0
9
0
9
0
9
Foreign exchange differences on consolidation of subsidiaries
0
0
-177
-177
-1.628
-1.805
Share of foreign exchange differences on consolidation of
associates and joint ventures
0
0
-5.692
-5.692
0
-5.692
Total operations
83
9
-5.869
-5.777
-1.623
-7.400
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
203
COMPANY 1/1-31/12/2023
Actuarial
differences
Reserve
Revaluation
Reserve
Total
Defined benefit plans revaluation
-1
0
-1
Valuation of assets measured at fair value
through other comprehensive income
0
80
80
Other comprehensive income /
(expenses) after tax
-1
80
79
COMPANY 1/1-31/12/2022
Actuarial differences
Reserve
Revaluation
Reserve
Total
Defined benefit plans revaluation
69
0
69
Valuation of assets measured at fair value
through other comprehensive income
0
10
10
Other comprehensive income /
(expenses) after tax
69
10
79
2.24 DIVIDENDS
Declared dividends to minority
shareholders:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Final dividend of 2021
0
4.662
0
0
Final dividend of 2022
4.571
0
0
0
First dividend of 2023
0
0
0
0
Dividend per statement of changes in
equity
4.571
4.662
0
0
Paid Dividends on ordinary shares:
During 2023 dividends paid on ordinary shares, aggregated € 4.537 thousand (2022: €3.689 thousand).
2.25 DEBT
Long-term loans and lease liabilities:
GROUP
COMPANY
Currency
Interest
rate
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Facility B (€500,0 million)
EUR
5,25%
232.128
502.845
0
0
Supplemental Indenture (€2,1
million)
EUR
0,001%
2.073
2.073
0
0
Bank Loan ($ 230 million)
EUR
Floating
rate
194.271
211.190
0
0
Revolving Credit Facility
EUR
Floating
rate
0
4.168
0
0
Intercompany Loans
EUR
-
0
0
158.536
268.698
Other
EUR
-
840
1.681
0
0
Total Loans (long-term and
short-term) before
repurchasing
429.312
721.957
158.536
268.698
Less: Payable during the next
year
-247.182
-17.774
-158.536
-1.389
Repurchase of Facility B
0
-145.254
0
0
Long-term loans after
repurchasing
182.132
558.929
0
267.309
Long-term lease liabilities ¹
11.104
11.424
318
423
Total long-term debt
(loans and lease liabilities)
193.236
570.353
318
267.732
1
In the Group and the Company on 31/12/2023 included Long-term lease liabilities from other related parties’ amount to €5.155 thousand
and €0 thousand respectively (31/12/2022: €5.360 thousand and €154 thousand respectively) [note
2.31]
.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
204
Short-term loans and lease liabilities:
GROUP
COMPANY
Currency
Interest
rate
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Facility B (€500,0 million)
EUR
5,25%
232.128
6.996
0
0
Supplemental Indenture
(€2,1 million)
EUR
0,001%
0
0
0
0
Bank Loan ($ 230 million)
EUR
Floating
rate
14.213
11.842
0
0
Revolving Credit Facility
EUR
Floating
rate
0
23
0
0
Intercompany Loans
EUR
-
0
0
158.536
0
Other
EUR
-
840
868
0
1.389
Short-term loans before
repurchasing
247.181
19.729
158.536
1.389
Repurchasing Facility B
0
-1.955
0
0
Short-term loans after
repurchasing
247.182
17.774
158.536
1.389
Short-term lease liabilities ¹
4.726
4.698
314
301
Total short-term debt
(loans and lease
liabilities)
251.908
22.472
158.850
1.690
1
In the Group and the Company as at 31/12/2023 included Short-term lease liabilities from other related parties amount to €209
thousand and €0 thousand respectively (31/12/2022: €281 thousand and €77 thousand respectively) [note
2.31.
Ε
]
.
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Total debt (loans and lease liabilities)
445.144
592.825
•
Facility B: In September 2017, Intralot Capital Luxembourg issued Senior Notes with a nominal
value of €500,0 million, guaranteed by the parent company and subsidiaries of the Group, due 15
September 2024. The Notes were offered at an issue price of 100,000%. Interest is payable semi-
annually at an annual fixed nominal coupon of 5,25%. The Notes are trading on the Luxembourg
Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants for incurring
additional debt with respect to total Net Debt (senior) to EBITDA (EBITDA/ “Consolidated Cash
Flow”) (Senior Leverage ratio <3,75), and financial expenses coverage ratio (Fixed Charge
Coverage ratio >2,00). The Group proceeded to the repurchase of bonds from the open market
with nominal value of €5,0 million during 2018, as well as €21,2 million during the second half of
2019, forming the total outstanding nominal amount at €473,8 million. The Group finalized on
3/8/2021 the transfer of shares from Intralot Global Holdings B.V., amounting to 34,27% of the
share capital of Intralot US Securities B.V. (indirect parent of Intralot, Inc.), to the holders of
existing Notes of the Facility B with a nominal value of €118.240.000 who participated in the
exchange. Following the above procedure, these Notes came to the possession of Intralot Global
Holdings B.V.. So, the total outstanding nominal value of Facility B on 3/8/2021 came up to €355,6
million. On 8/8/2023 the above-mentioned bond repurchases owned by the subsidiary of the
Group, Intralot Global Holdings B.V., with nominal value € 144.432.000, following their repurchase
from the subsidiary of the Group, Intralot Capital Luxembourg, were cancelled from the
Luxembourg Stock Exchange. The outstanding principal amount of the issued Senior Notes
(Facility B) as remain
ed
unchanged at €355.568.000. On November 14, 2023, INTRALOT
announced that its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG SA completed the early
partial redemption of €126.000.000 in principal amount, plus accrued interest, of the outstanding
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
205
partial redemption of €126.000.000 in principal amount, plus accrued interest, of the outstanding
5,250% Notes due September 2024, with previous outstanding balance of €355.568.000.
Following the partial redemption, the outstanding balance as of 31/12/2023 amounts to
€229.568.000.
•
Bank Loan ($ 230 million) & RCF ($ 50 million): On July 28
th
2022, the US Subsidiary, Intralot,
Inc. signed a Credit Agreement with KeyBank National Association Inc. as Administrative Agent
and Issuing Lender and with a syndicate of US financial institutions for a 3-year Term Loan of
$230.000.000 plus a committed Revolving Credit Facility (RCF) of $50.000.000. The capital raised
was utilized to repay the bonds ($254.042.911) maturing on 2025. The Notes bear the US Sub-
group financial covenants for incurring additional debt with respect to the total Net Debt (senior)
to EBITDA (Net Leverage ratio <4 up to 30/3/2024 and <3,75 thereafter) and financial expenses
coverage ratio (Fixed Charge Coverage ratio >1,25). Both covenant ratios were in compliance as
of 31/12/2023.
•
Supplemental Indenture: On August 3rd, 2021, New Notes (Supplemental Indenture) with a
nominal value of €2,1 million due on September 15, 2050, were issued by Intralot Capital
Luxembourg, guaranteed by the parent company and subsidiaries of the Group.
The Group under the Senior Notes (Facility B) terms will be able to incur additional debt so long as
on a pro forma basis its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2023:
approx. 4,14) and its total Net Debt (senior) to EBITDA consolidated (Senior leverage ratio) is not
more than 3,75 (31/12/2023: approx. 2,32). The Company and its Restricted Subsidiaries have
borrowing capacity under ad hoc debt baskets, namely €265,0 million credit facilities basket and
the €45,0 million general debt basket, both of which are fully available on the date of the financial
statements. Furthermore, the Company and its Restricted Subsidiaries may still incur debt provided
they comply with the financial ratios. Customary refinancing provisions also apply to the Senior
Notes, so that the Company may fully refinance the Senior Notes under a permitted refinancing debt
carveout. To be noted that the Company has no obligation for compliance with the Ratios throughout
the term of the Senior Notes, and only needs to test compliance with the Limitations on Debt
covenant in case of the need to raise additional debt based on the provisions of the Indenture, for
example for investments. The Senior Notes also impose limitations on restricted payments (which
include dividends to the shareholders) unless at the time of giving pro forma effect to such payment
the amounts are equal to or less than the sum of 50% of the consolidated net income of the Group
(or if such consolidated net income for such period is a deficit, less 100% of such deficit). The
Company and its restricted subsidiaries will also be able to make restricted payments under carve
outs and under the general restricted payments basket of up to €40,0 million. Intralot US Securities
B.V. and its subsidiaries (including Intralot, Inc.) are unrestricted subsidiaries for the purposes of
the Senior Notes and therefore are not subject to such covenants. Additionally, on July 2022 the
Group proceeded with the refinancing of Intralot Inc. debt with new bank financing (Term Loan)
maturing in 2025, the terms of which improve the access of the parent company to the cash flows
of the US subsidiary. The new loan agreement signed with a consortium of six US financial
institutions also includes a revolving credit line (Revolver Facility) of $50 million, which will
significantly assist the Group's liquidity management.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
206
The Company, the subsidiaries of the Group or other related parties, or agents on its or their behalf,
may from time-to-time purchase and/or re-sell bonds of the Group in one or more series of open-
market transactions from time to time. The Group does not intend to disclose the extent of any such
purchase or re-sale otherwise than in accordance with any legal or regulatory obligation the Group
may have to do so.
•
Other facilities:
Facility C: In February and March 2020 Intralot Global Holdings BV signed a loan agreement, with
relevant securities on financial assets, amounting up to €18 million as a revolving facility and
issuing bank letters of guarantee. Loan agreement bears a floating reference rate (relevant bank’s
cost of funding cost) plus a 1,65% margin. The above revolving facility has been fully paid as at
30/6/2021 and the in-force letters of guarantee as at 31/12/2023 amounted to €10,3 million.
Maturity analysis of lease liabilities
GROUP
Minimum of
the lease
payments
Present value
of the
minimum lease
payments
Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
31/12/2023
31/12/2023
31/12/2022
31/12/2022
Within 1 year
5.434
4.726
5.419
4.698
Between 2 and 5 years
9.532
8.622
9.133
8.175
Over 5 years
2.440
2.482
3.649
3.249
Minus: Interest
-1.576
0
-2.079
0
Total
15.830
15.830
16.122
16.122
COMPANY
Minimum of
the lease
payments
Present value
of the
minimum lease
payments
Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
31/12/2023
31/12/2023
31/12/2022
31/12/2022
Within 1 year
345
314
336
301
Between 2 and 5 years
348
318
447
423
Over 5 years
0
0
0
0
Minus: Interest
-62
0
-59
0
Total
632
632
724
724
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
207
Reconciliation of liabilities arising from financing activities:
Non cash adjustments
Group
BALANCE
Cash
flows
Finance cost
Foreign exchange
differences & IAS
29 effect
Transfers
Impact from
debt
restructuring
Purchases of
fixed assets
under
leases/contract
cancellation
Change of
consolidation
method &
other transfers
BALANCE
31/12/2022
31/12/2023
Long term loans
558.929
-179.264
38.318
-7.017
-229.444
609
0
0
182.132
Short term loans
17.774
-5
86
-117
229.444
0
0
0
247.182
Long term lease liabilities
11.424
-6.951
964
-85
-398
0
6.151
0
11.104
Short term lease liabilities
4.698
0
0
-371
398
0
0
0
4.726
Total liabilities from financing
activities
592.825
-186.220
39.368
-7.590
0
609
6.151
0
445.144
Non cash adjustments
Group
BALANCE
Cash flows
Finance cost
Foreign exchange
differences & IAS
29 effect
Transfers
Impact from
debt
restructuring
Purchases of
fixed assets
under
leases/contract
cancellation
Change of
consolidation
method & other
transfers
BALANCE
31/12/2021
31/12/2022
Long term loans
578.805
198.258
37.001
-9.810
-245.324
0
0
0
558.929
Short term loans
13.678
-266.226
79
24.919
245.324
0
0
0
17.774
Long term lease liabilities
9.179
-3.160
1.194
243
332
0
3.636
0
11.424
Short term lease liabilities
2.857
-116
0
-50
-288
0
2.295
0
4.698
Total liabilities from
financing activities
604.519
-71.244
38.274
15.302
44
0
5.931
0
592.825
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
208
Maturity of long-term debt:
Long term loans after repurchases:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
From 1 to 5 years
427.210
574.630
0
267.309
More than 5 years
2.073
2.073
0
0
Total
429.283
576.703
0
267.309
Long term lease liabilities:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
From 1 to 5 years
8.622
8.176
318
423
More than 5 years
2.482
3.249
0
0
Total
11.104
11.425
318
423
Total debt is classified as below in relation to the issue currency:
Long term loans after repurchases:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Loans in EUR
2.073
354.623
0
267.309
Loans in USD
180.058
204.306
0
0
Loans in BGL
0
0
0
0
Total
182.131
558.929
0
267.309
Long term lease liabilities:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Leases in EUR
360
673
318
423
Leases in USD
9.980
9.455
0
0
Leases in BGL
0
0
0
0
Leases in NZD
62
163
0
0
Leases in AUD
323
443
0
0
Leases in MAD
0
0
0
0
Leases in ARS
103
93
0
0
Leases in TRY
255
561
0
0
Leases in BRL
20
35
0
0
Total
11.103
11.423
318
423
Short term loans after repurchases:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Loans in EUR
232.129
5.055
158.536
0
Loans in USD
15.025
12.700
0
0
Loans in TRY
28
20
0
0
Total
247.182
17.775
158.536
0
Short term lease liabilities:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Leases in EUR
570
680
314
301
Leases in USD
3.401
3.137
0
0
Leases in MAD
12
45
0
0
Leases in NZD
94
91
0
0
Leases in AUD
268
212
0
0
Leases in ARS
8
77
0
0
Leases in CLP
23
23
0
0
Leases in TRY
335
376
0
0
Leases in BRL
15
57
0
0
Total
4.726
4.698
314
301
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
209
2.26 STAFF RETIREMENT INDEMNITIES
(a)
State Insurance Programs:
The
Group’s contributions to the State insurance funds for the year ended 31 December 2023 that were
reported in the year’s expenses amount to €9.660 thousand (2022: €9.630 thousand), whereas the
respective contributions of the Company amounted to €2.804 thousand (2022: €2.773 thousand), as
stated in note
2.4
.
(b)
Insurance Programs in USA:
The US Subsidiaries have a defined contribution plan ("The Intralot USA 401 (k) Plan") under Section
401 (k) of the Internal Revenue Code, which covers virtually all their full-time employees. The program
requires matching contributions up to 6% of employees' salaries, and there is a provision for additional
contributions that are at the discretion of the Board of Directors. The Group's subsidiaries in the US
incurred expenses related to the above program, which in 2023 amounted to €1.859 thousand (2022:
€1.734 thousand) and are included under "Other staff costs" in note
2.4
. On retirement, "The Intralot
USA 401 (k) Plan" is responsible for paying employees' retirement benefits. Consequently, the Group
has no legal or constructive obligation to pay future benefits under this plan.
(c)
Staff Retirement Indemnities:
According to Greek Labor Law, employees are entitled to indemnity on dismissal or retirement, the
amount of which varies depending on the years of service, salary level and the way the employee leaves
employment (dismissal or retirement). Employees that resign or are dismissed for legally valid reasons
are not indemnified. The indemnity payable on retirement is 40% of the amount that would have been
payable to the same employee on dismissal on the same day (retirement date). In Greece, based on
customary practice these programs are not funded. The Group charges to the income statement the
expense attributable to the service provided by employees in the year, with a corresponding increase in
the provision for staff retirement indemnities. Any payments made to retiring employees are set against
the related provision.
Independent actuaries calculated the Company’s and the Group’s liability for retirement indemnities.
The movement of the net liability as presented in the financial position, details and the basic assumptions
used in the actuarial study as of 31 December 2023 are as follows
:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
210
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Present Value of unfunded liability
1.559
1.411
1.258
1.153
Reconsideration of opening balance from IAS 19 effect
0
0
0
0
Unrecognized actuarial losses
0
0
0
0
Net liability on the financial position
1.559
1.411
1.258
1.153
Components of the net retirement cost in the year:
Current service cost
214
207
135
143
Finance cost
49
22
32
7
Effect of cutting / settlement / termination benefits
666
371
523
240
Intragroup staff transfer
0
0
0
-43
Debit to income statement (note 2.4)
929
600
690
347
Additional service cost
0
0
0
0
Total charge to income statement
929
600
690
347
Actuarial (gains) / losses recognized in other comprehensive income
(before deferred tax)
-10
-112
1
-88
Deferred tax attributable to actuarial (gains)/losses
2
23
0
19
Total debit/(credit) / losses in other comprehensive income
-8
-88
1
-69
Reconciliation of benefit liabilities:
Net liability at beginning of year
1.411
1.354
1.153
1.176
Revaluation from reconsideration of IAS 19
0
0
0
0
Service cost
214
207
135
143
Finance cost
49
22
32
7
Effect of cutting / settlement / termination benefits
666
371
523
240
Benefits paid
-814
-421
-587
-281
Intragroup staff transfer
0
0
0
-43
Disposal of subsidiary
0
0
0
0
Actuarial (gains) / losses
-10
-112
1
-88
Exchange differences
42
-10
0
0
Present Value of the liability at end of year
1.559
1.411
1.258
1.154
Basic assumptions:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Discount rate
3,45%
2,80%
3,45%
2,80%
Percentage of annual salary increases
2,10%
2,20%
2,10%
2,20%
Increase in Consumer Price Index
2,10%
2,20%
2,10%
2,20%
Sensitivity analysis for the most important assumptions on 31/12/2023:
Effect on current service cost
GROUP
COMPANY
increase 0,5%
decrease 0,5%
increase 0,5%
decrease 0,5%
Discount rate
-7
7
-5
6
Percentage of annual salary increases
6
-6
5
-5
Effect on present value of liability
GROUP
COMPANY
increase 0,5%
decrease 0,5%
increase 0,5%
decrease 0,5%
Discount rate
-35
37
-29
30
Percentage of annual salary increases
31
-32
26
-27
Analysis of Actuarial (gains) / losses in other comprehensive income (before deferred tax):
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Change in economic assumptions
-29
-147
-46
-122
Change in demographic assumptions
0
0
0
0
Change due to experience and other assumptions
change
19
35
47
33
Actuarial (gains) / losses in other
comprehensive income (before deferred tax)
-10
-112
1
-88
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
211
2.27 SHARED BASED BENEFITS
The Group had no active option plan during 2023.
2.28 OTHER LONG-TERM LIABILITIES
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Deferred Income
116
353
0
0
Other liabilities
57
561
0
0
Guarantees
18
36
18
36
Total
191
950
18
36
2.29 TRADE AND OTHER CURRENT LIABILITES
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Creditors
27.841
42.794
4.380
3.354
Amounts due to related parties (note
2.31
)
1.732
3.572
22.694
33.346
Winnings payable
155
155
0
0
Other creditors
16.673
14.604
230
1.286
Deferred Income
6.014
5.063
1.076
1.793
Accrued expenses for the period
2.210
2.373
725
666
Taxes
6.826
9.689
915
912
Dividends payable
0
0
0
0
Total
61.452
78.251
30.020
41.357
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
212
2.30 FINANCIAL ASSETS AND LIABILITIES
The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as
follows:
31/12/2023
GROUP
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
55.267
0
0
55.267
Provisions for doubtful receivables
-9.967
0
0
-9.967
Receivables from related parties
20.195
0
0
20.195
Provisions for doubtful receivables from related parties
-243
0
0
-243
Pledged bank deposits
5.950
0
0
5.950
Οther receivable
34.103
0
0
34.103
Provisions for doubtful receivables (other receivable)
-3.074
0
0
-3.074
Other quoted financial assets
0
159
0
159
Total
102.233
159
0
102.390
Long-term
25.417
159
0
25.576
Short-term
76.815
0
0
76.815
Total
102.233
159
0
102.391
31/12/2023
GROUP
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities at
fair value through
profit and loss
Financial liabilities at fair
value through other
comprehensive income
Total
Creditors
27.841
0
0
27.841
Payables to related parties
7.095
0
0
7.095
Other liabilities
19.114
0
0
19.114
Borrowing and lease liabilities
439.780
0
0
439.780
Total
493.830
0
0
493.830
Long-term
193.310
0
0
193.310
Short-term
300.520
0
0
300.520
Total
493.830
0
0
493.830
32/12/2022
GROUP
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
57.253
0
0
57.253
Provisions for doubtful receivables
-10.219
0
0
-10.219
Receivables from related parties
13.259
0
0
13.259
Provisions for doubtful receivables from related parties
-244
0
0
-244
Pledged bank deposits
9.067
0
0
9.067
Οther receivable
33.437
0
0
33.437
Provisions for doubtful receivables (other receivable)
-3.995
0
0
-3.995
Other quoted financial assets
10
85
0
95
Total
98.567
85
0
98.652
Long-term
27.541
85
0
27.626
Short-term
71.026
0
0
71.026
Total
98.567
85
0
98.652
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
213
31/12/2022
GROUP
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities
at fair value through
profit and loss
Financial liabilities at
fair value through other
comprehensive income
Total
Creditors
42.794
0
0
42.794
Payables to related parties
9.213
0
0
9.213
Other liabilities
17.730
0
0
17.730
Borrowing and lease liabilities
587.184
0
0
587.184
Total
656.921
0
0
656.921
Long-term
570.950
0
0
570.950
Short-term
85.971
0
0
85.971
Total
656.921
0
0
656.921
Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash
equivalents:
31/12/2022
COMPANY
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
11.221
0
0
11.221
Provisions for doubtful receivables
-7.759
0
0
-7.759
Receivables from related parties
61.225
0
0
61.225
Provisions for doubtful receivables from related parties
-463
0
0
-463
Pledged bank deposits
5.029
0
0
5.029
Οther receivable
30.083
0
0
30.083
Provisions for doubtful receivables (other receivable)
-1.838
0
0
-1.838
Other quoted financial assets
0
84
0
84
Total
97.498
84
0
97.582
Long-term
26.452
84
0
26.536
Short-term
71.046
0
0
71.046
Total
97.498
84
0
97.582
31/12/2023
COMPANY
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities at
fair value through
profit and loss
Financial liabilities at
fair value through other
comprehensive income
Total
Creditors
4.380
0
0
4.380
Payables to related parties
181.231
0
0
181.231
Other liabilities
972
0
0
972
Borrowing and lease liabilities
631
0
0
631
Total
187.214
0
0
187.214
Long-term
336
0
0
336
Short-term
186.879
0
0
186.879
Total
187.215
0
0
187.215
31/12/2023
COMPANY
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
15.468
0
0
15.468
Provisions for doubtful receivables
-7.897
0
0
-7.897
Receivables from related parties
85.497
0
0
85.497
Provisions for doubtful receivables from related parties
-463
0
0
-463
Pledged bank deposits
2.150
0
0
2.150
Οther receivable
28.074
0
0
28.074
Provisions for doubtful receivables (other receivable)
-1.838
0
0
-1.838
Other quoted financial assets
0
159
0
159
Total
120.991
159
0
121.150
Long-term
24.267
159
0
24.426
Short-term
96.724
0
0
96.724
Total
120.991
159
0
121.150
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
214
31/12/2022
COMPANY
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities at
fair value through
profit and loss
Financial liabilities at
fair value through other
comprehensive income
Total
Creditors
3.354
0
0
3.354
Payables to related parties
302.275
0
0
302.275
Other liabilities
1.988
0
0
1.988
Borrowing and lease liabilities
494
0
0
494
Total
308.110
0
0
308.110
Long-term
267.768
0
0
267.768
Short-term
40.342
0
0
40.342
Total
308.110
0
0
308.110
Estimated fair value
Below is a comparison by category of carrying amounts and fair values of financial assets and
liabilities of the Group and the Company as of December 31, 2023 and December 31, 2022:
Financial Assets
GROUP
Carrying
Amount
Carrying
Amount
Fair Value
Fair Value
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Other long-term financial assets - classified as "equity
instruments at fair value through other comprehensive
income "
159
85
159
85
Other long-term financial assets - classified as "debt
instruments at fair value at amortized cost"
0
2
0
2
Other long-term receivables
25.417
27.539
25.417
27.539
Trade and other short-term receivables
76.815
71.018
76.815
71.018
Other short-term financial assets - classified as “debt
instruments at amortized cost”
0
8
0
8
Cash and cash equivalents
111.915
102.366
111.915
102.366
Total
214.306
201.018
214.306
201.018
Financial Assets
COMPANY
Carrying
Amount
Carrying
Amount
Fair Value
Fair Value
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Other long-term financial assets - classified as "equity
instruments at fair value through other comprehensive
income "
159
84
159
84
Other long-term receivables
24.267
26.452
24.267
26.452
Trade and other short-term receivables
96.724
71.046
96.724
71.046
Cash and cash equivalents
16.602
6.141
16.602
6.141
Total
137.752
103.723
137.752
103.723
Financial Liabilities
GROUP
Carrying Amount
Carrying Amount
Fair Value
Fair Value
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Long-term loans
182.132
558.929
182.123
526.958
Other long-term liabilities
75
597
75
597
Long-term lease liabilities
11.104
11.424
11.104
11.424
Trade and other short-term payables
48.612
63.499
48.612
63.499
Short-term loans and lease liabilities
251.908
22.472
251.735
22.019
Total
493.831
656.921
493.649
624.496
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
215
Financial Liabilities
COMPANY
Carrying Amount
Carrying Amount
Fair Value
Fair Value
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Long-term loans
0
267.309
0
267.309
Other long-term liabilities
18
36
18
36
Long-term lease liabilities
318
423
318
423
Trade and other short-term payables
28.029
38.652
28.029
38.652
Short-term loans and lease liabilities
158.850
1.690
158.850
1.690
Total
187.215
308.110
187.215
308.110
The management estimated that the carrying value of cash and cash equivalents, trade and other
receivables, trade and other payables approximates their fair value, primarily because of their
short-term maturities.
Fair value hierarchy
The Group classifies fair value measurements using a fair value hierarchy that reflects the significance
of the inputs used in making these measurements. The levels of the fair value hierarchy are as follows:
Level 1: official quoted prices (unadjusted) in markets with significant volume of transactions for similar
assets or liabilities
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
The Group and the Company held on 31/12/2023 the following assets and liabilities measured at fair
value:
GROUP
Fair Value
Fair value hierarchy
31/12/2023
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
159
159
0
0
- Quoted securities
159
159
0
0
- Unquoted securities
0
0
0
0
Other financial assets classified as “debt instruments at
amortized cost”
0
0
0
0
- Quoted securities
0
0
0
0
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
COMPANY
Fair Value
Fair value hierarchy
31/12/2023
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
159
159
0
0
- Quoted securities
159
159
0
0
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
During 2023 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no transfers
to and from Level 3.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
216
The Group and the Company held on 31/12/2022 the following assets and liabilities measured at fair
value:
GROUP
Fair Value
Fair value hierarchy
31/12/2022
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
85
85
0
0
- Quoted securities
85
85
0
0
- Unquoted securities
0
0
0
0
Other financial assets classified as “debt instruments at
amortized cost”
10
0
0
10
- Quoted securities
10
0
0
10
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
COMPANY
Fair Value
Fair value hierarchy
31/12/2022
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
84
84
0
0
- Quoted securities
84
84
0
0
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
During 2022 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no
transfers to and from Level 3.
Reconciliation for recurring fair value measurements classified in the 3rd level of the fair
value hierarchy:
Quoted securities
GROUP
COMPANY
Balance 31/12/2021
29
0
Fair value adjustment
0
0
Receipts
-8
0
Foreign exchange differences
-11
0
Balance 31/12/2022
10
0
Fair value adjustment
0
0
Receipts
-2
0
Exchange differences
-9
0
Balance 31/12/2023
0
0
Valuation methods and assumptions
The fair value of the financial assets and liabilities is the amount at which the asset could be sold or the
liability transferred in a current transaction between market participants, other than in a forced or
liquidation sale.
The following methods and assumptions are used to estimate the fair values:
•
Fair value of the quoted shares (classified as "equity instruments at fair value through other
comprehensive income") derives from quoted market closing prices in active markets at the
reporting date.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
217
•
Fair value of the unquoted shares (classified as "equity instruments at fair value through other
comprehensive income") is estimated by reference to the current market value of another item
substantially similar or using a DCF model. The valuation through the DCF model requires
management to make certain assumptions about the model inputs, including forecast cash flows,
the discount rate, credit risk and volatility. The probabilities of the various estimates within the
range can be reasonably assessed and are used in management’s estimate of fair value for these
unquoted equity investments.
•
Fair value of the quoted bonds is based on price quotations at the reporting date. The fair value
of unquoted instruments, loans from banks and other financial liabilities, obligations under
leases, as well as other non-current financial liabilities is estimated by discounting future cash
flows using rates currently available for debt on similar terms, credit risk and remaining
maturities.
Description of significant unobservable inputs to valuation:
The fair value of unquoted shares (classified as "equity instruments at fair value through other
comprehensive income") except that it is sensitive to a reasonably possible change in the forecast cash
flows and the discount rate, is also sensitive to a reasonably possible change in growth rates. The
valuation requires management to use unobservable inputs in the model, of which the most significant
are disclosed in the tables below. The management regularly assesses a range of reasonably possible
alternatives for those significant unobservable inputs and determines their impact on the total fair value.
Unquoted shares (classified as "equity instruments at fair value through other comprehensive
income")
On 31/12/2023 and 31/12/2022 the Group did not hold any unquoted shares (classified as “Equity
instruments valued at fair value through other comprehensive income”).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
218
2.31 SUPPLEMENTARY INFORMATION
A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION
The companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:
I. Full consolidation
Domicile
Nature of business
% Direct
Part’n
% Indirect
Part’n
% Total
Part’n
INTRALOT S.A.
Peania, Greece
Holding company / Technology and
support services
Parent
Parent
-
3.
BETTING COMPANY S.A.
Peania, Greece
Technology and support services
100%
100%
12.
BETTING CYPRUS LTD
Nicosia, Cyprus
Technology and support services
100%
100%
INTRALOT IBERIA HOLDINGS S.A.
Madrid, Spain
Holding company
100%
100%
8.
INTRALOT CHILE SPA
Santiago, Chile
Technology and support services
100%
100%
INTELTEK INTERNET AS
Istanbul, Turkey
Management contracts
100,00%
100%
BILYONER INTERAKTIF HIZMELTER
AS GROUP
Istanbul, Turkey
Management contracts
50,01%
50,01%
INTRALOT MAROC S.A.
Casablanca, Morocco
Management contracts
99,83%
99,83%
INTRALOT GLOBAL SECURITIES B.V.
Amsterdam,
Netherlands
Holding company
100,00%
100%
1.
INTRALOT CAPITAL LUXEMBOURG
S.A.
Luxembourg,
Luxembourg
Financial services
100%
100%
1,2,3,4.
INTRALOT GLOBAL HOLDINGS B.V.
Amsterdam,
Netherlands
Holding company
0,02%
99,98%
100%
5.
INTRALOT US SECURITIES B.V.
Amsterdam,
Netherlands
Holding company
100,00%
100,00%
9.
INTRALOT US HOLDINGS B.V.
Amsterdam,
Netherlands
Holding company
100%
100%
10.
INTRALOT INC
Atlanta, USA
Technology and support services
100%
100%
11.
DC09 LLC
Wilmington, USA
Technology and support services
49%
49%
11.
INTRALOT TECH SINGLE MEMBER S.A.
Peania, Greece
Technology and support services
100%
100%
5.
INTRALOT AUSTRALIA PTY LTD
Melbourne, Australia
Technology and support services
100%
100%
7.
INTRALOT GAMING SERVICES PTY
Melbourne, Australia
Technology and support services
100%
100%
5.
INTRALOT NEDERLAND B.V.
Amsterdam,
Netherlands
Technology and support services
100%
100%
13.
INTRALOT BENELUX B.V.
Amsterdam,
Netherlands
Technology and support services
100%
100%
5.
LOTROM S.A.
Bucharest, Romania
Management contracts
84%
84%
5.
TECNO ACCION S.A.
Buenos Aires,
Argentina
Technology and support services
50,01%
50,01%
5.
TECNO ACCION SALTA S.A.
Buenos Aires,
Argentina
Licensed operations
50,01%
50,01%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
219
I. Full consolidation (Continue)
Domicile
Nature of business
% Direct
Part’n
% Indirect
Part’n
% Total
Part’n
5.
MALTCO LOTTERIES LTD
Valetta, Malta
Licensed operations
73%
73%
5.
INTRALOT NEW ZEALAND LTD
Wellington, New Zealand
Technology and support
services
100%
100%
5.
INTRALOT GERMANY GMBH
Munich, Germany
Technology and support
services
100%
100%
5.
INTRALOT FINANCE UK LTD
Hertfordshire, United
Kingdom
Financial services
100%
100%
5.
INTRALOT BETTING OPERATIONS (CYPRUS)
LTD
Nicosia, Cyprus
Holding company
54,95%
54,95%
5,6.
ROYAL HIGHGATE LTD
Nicosia, Cyprus
Licensed operations
35,08%
35,08%
5.
INTRALOT IRELAND LTD
Dublin, Ireland
Technology and support
services
100%
100%
5.
INTRALOT GLOBAL OPERATIONS B.V.
Amsterdam, Netherland
Technology and support
services
100%
100%
5.
BIT8 LTD
Valletta, Malta
Technology and support
services
100%
100%
5.
INTRALOT ADRIATIC DOO
Zagreb, Croatia
Technology and support
services
100%
100%
5.
INTRALOT BETCO EOOD
Sofia, Bulgaria
Technology and support
services
100%
100%
5.
INTRALOT CYPRUS GLOBAL ASSETS LTD
Nicosia, Cyprus
Holding company
100%
100%
ΙΝTRALOT HOLDINGS INTERNATIONAL LTD
Nicosia, Cyprus
Holding company
100%
100%
2.
INTRALOT INTERNATIONAL LTD
Nicosia, Cyprus
Technology and support
services
100%
100%
3.
INTRALOT OPERATIONS LTD
Nicosia, Cyprus
Technology and support
services
100%
100%
2,4.
NETMAN SRL
Bucharest, Romania
Management contracts
100%
100%
2.
INTRALOT BUSINESS DEVELOPMENT LTD
Nicosia, Cyprus
Technology and support
services
100%
100%
INTRALOT SOUTH AFRICA LTD
Johannesburg, S. Africa
Technology and support
services
72,92%
72,92%
II. Equity method
Domicile
Nature of business
% Direct
Part’n
%
Indirect
Part’n
% Total
Part’n
LOTRICH INFORMATION Co LTD
Taipei, Taiwan
Technology and support
services
40,00%
40,00%
14.
TECNO ACCIÓN SALTA S.A. – END POINT S.A. -
UNION TRANSITORIA
Buenos Aires, Argentina
Licensed operations
17,50%
17,50%
5.
KARENIA ENTERPRISES COMPANY LTD
Nicosia, Cyprus
Holding company
50,00%
50,00%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
220
Investee of:
1: Intralot Global Securities B.V.
6: Intralot Betting Operations
(Cyprus) LTD
11:
Intralot Inc
2: Intralot Holdings International LTD
7: Intralot Australia PTY LTD
12: Betting Company S.A.
3: Intralot International LTD
8: Intralot Iberia Holdings S.A.
13:
Intralot Nederland B.V.
4: Intralot Operations LTD
9: Intralot US Securities B.V.
14: Tecno Accion Salta S.A
5: Intralot Global Holdings B.V.
10: Intralot US Holdings B.V.
The standalone annual financial statements of the most important subsidiaries of the Group (not listed on a stock exchange) are posted on the INTRALOT
website (
www.intralot.com
) pursuant to article 1 of the Board of Directors' decision 8/754/14.04.2016 of the Hellenic Capital Market Commission.
On 31/12/2023, the Group or its subsidiaries did not have any significant contractual or statutory restrictions on their ability to access or use the assets
and settle the liabilities of the Group.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
221
III. Acquisitions
The Group did not proceed to any acquisition of new entities for 2023.
IV. New Companies of the Group
The The Group proceeded to the establishment, during the fourth quarter of 2023, of the company
TECNO ACCION SALTA S.A.- END POINT S.A., which is a joint venture of the subsidiayr of the Group,
TecnoAccion Salta SA, and operates in Argentina. The Group consolidates this joint venture using the
equity method with an indirect participation rate of 17,5%.
V. Changes in ownership percentage / Consolidation method change
On 31/7/2023, the Company acquired an additional 28% stake in the related company in South Africa,
INTRALOT SOUTH AFRICA LTD.The total direct stake of the group amounts to 72,92%. After the above
transaction, the Group acquires control of the specific subsidiary, which will now be consolidated using
the full consolidation method.
VI. Subsidiaries’ Share Capital Increase / Decrease
On 2/3/2023, the subsidiary of the Group, Tecno Accion SA, issued 1.416.902.992 new voting shares
with a nominal value of 1 ARS per share, through the capitalization of accumulated inflation adjustments
of equal value. At the same time, it reduced its share capital by canceling 650 million voting shares with
a nominal value of 1 ARS per share and returned capital of equal value to its shareholders.
On 10/4/2023, the subsidiary of the Group, Maltco Ltd, reduced its Share Capital by 2.382.800 shares
with nominal value € 2,329373 each, from 4.100.000 shares to 1.717.200 shares, with a respective
return of capital to its minority shareholders amounting to € 1.499 thousand and to its parent entity in
Netherlands, Intralot Global Holdings B.V., amounting to € 4.502 thousand.
On 8/8/2023, the Group's subsidiary Intralot Global Holdings BV participated in the share capital
increase of the Group's associate, KARENIA ENTERPRISES COMPANY LTD, by 2.250 shares of nominal
value € 1,71 each, paying a total amount of € 2.250 thousand, without any change in the participation
percentage in the associate.
VII. Strike off - Disposal of Group Companies
The entities Bit8 and INTRALOT BETCO EOOD are under liquidation process, while the Group has
completed the liquidation of INTRALOT S.A. "INTERACTIVE SYSTEMS & SERVICES" (April 2023).
VIII. Discontinued Operations
Taiwan
On April 2022, the Group proceeded with the sale of the GoReward LtD group through its subsidiaries
in Cyprus, INTRALOT INTERNATIONAL LTD and INTRALOT HOLDINGS INTERNATIONAL LTD, which held
the Group's entire shareholding (38,84%). The total price from the sale of the participation amounts to
Euro 170 thousand and has been collected entirely within June 2022.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
222
Below are presented the earnings / (losses) after taxes per share of the Group's discontinued operations
from the associate of the Group in Taiwan (GoReward Ltd):
IX. Companies merge
The Group didn’t absorb any company during 2023.
X. Material partly owned subsidiaries
Provided below is financial information regarding subsidiaries which have significant non-controlling
interests:
Proportion of equity interest held by non-controlling interests:
Subsidiary Name
Country of incorporation
and operation
Geographic
operating segment
31/12/2023
31/12/2022
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Turkey
Other Countries
49,99%
49,99%
MALTCO LOTTERIES LTD
Malta
European Union
27,00%
27,00%
DC09 LLC
USA
America
51,00%
51,00%
TECNO ACCION S.A.
Argentina
America
49,99%
49,99%
TECNO ACCION SALTA S.A.
Argentina
America
49,99%
49,99%
Accumulated balances of material non-controlling interests per subsidiary:
Subsidiary Name
31/12/2023
31/12/2022
BILYONER INTERAKTIF HIZMELTER AS GROUP
17.738
14.263
MALTCO LOTTERIES LTD
479
2.136
DC09 LLC
-3.733
-2.885
TECNO ACCION S.A.
1.573
4.007
TECNO ACCION SALTA S.A.
222
1.185
Profit allocated to material non-controlling interests per subsidiary
:
Subsidiary Name
1/1- 31/12/2023
1/1- 31/12/2022
BILYONER INTERAKTIF HIZMELTER AS GROUP
7.501
8.866
MALTCO LOTTERIES LTD
-159
10
INTRALOT TECH SINGLE MEMBER S.A.
0
52
INTRALOT INC
0
1.869
DC09 LLC
-1.024
-618
TECNO ACCION S.A.
1.504
1.577
TECNO ACCION SALTA S.A.
184
1.037
Earnings/(losses) after tax per share (in €) from
discontinued operations
1/1-31/12/2023
1/1-31/12/2022
-basic
0,0000
0,0223
-diluted
0,0000
0,0223
Weighted Average number of shares
416.040.074
249.493.407
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
223
Below are presented the standalone condensed financial statements per geographical operating area
pursuant to IFRS. This information is based in amounts before elimination entries:
Condensed statement of profit or loss for the period 1/1- 31/12/2023
European Union
MALTCO LOTTERIES LTD
Sales Proceeds
0
Gross Profit/ (loss)
-20
EBITDA
-611
Profit / (loss) before tax
-614
Tax
26
Profit / (loss) after tax
-589
Other comprehensive income after tax
0
Total comprehensive income after tax
-589
Attributable to non-controlling interest
-159
Dividends paid to non-controlling interest
0
Condensed statement of profit or loss for the period 1/1- 31/12/2023
America
TECNO ACCION
S.A.
TECNO ACCION SALTA
S.A.
DC09
LLC
Sales Proceeds
11.085
28.390
0
Gross Profit/ (loss)
4.596
2.570
-1.013
EBITDA
4.230
1.565
0
Profit / (loss) before tax
517
1.350
-2.008
Tax
-906
-1.110
0
Profit / (loss) after tax
-389
240
-2.008
0
0
Other comprehensive income after tax
-6.083
-651
345
Total comprehensive income after
tax
-6.472
-411
-1.663
Attributable to non-controlling interest
-194
120
-1.024
Dividends paid to non-controlling interest
0
937
0
Condensed statement of profit or loss for the period 1/1- 31/12/2023
Other Countries
BILYONER INTERAKTIF HIZMELTER AS GROUP
Sales Proceeds
50.757
Gross Profit/ (loss)
41.337
EBITDA
20.585
Profit / (loss) before tax
22.847
Tax
-8.474
Profit / (loss) after tax
14.373
Other comprehensive income after tax
-8.484
Total comprehensive income after tax
5.889
Attributable to non-controlling interest
7.187
Dividends paid to non-controlling interest
3.600
Condensed statement of profit or loss for the period 1/1- 31/12/2022
European Union
MALTCO LOTTERIES LTD
Sales Proceeds
43.922
Gross Profit/ (loss)
4.556
EBITDA
3.799
Profit / (loss) before tax
973
Tax
-938
Profit / (loss) after tax
35
Other comprehensive income after tax
0
Total comprehensive income after tax
35
Attributable to non-controlling interest
10
Dividends paid to non-controlling interest
1.235
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
224
Condensed statement of profit or loss for the period 1/1- 31/12/2022
America
TECNO ACCION
S.A.
TECNO ACCION SALTA
S.A.
DC09
LLC
Sales Proceeds
18.790
45.407
8.089
Gross Profit/ (loss)
8.926
5.324
-849
EBITDA
8.078
4.134
858
Profit / (loss) before tax
1.064
3.481
-759
Tax
-1.613
-1.547
0
Profit / (loss) after tax
-549
1.934
-759
Other comprehensive income after tax
-2.584
-197
-453
Total comprehensive income after tax
-3.133
1.737
-1.212
Attributable to non-controlling interest
-275
967
-618
Dividends paid to non-controlling interest
380
672
0
Condensed statement of profit or loss for the period 1/1- 31/12/2022
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Sales Proceeds
29.599
Gross Profit/ (loss)
24.202
EBITDA
13.983
Profit / (loss) before tax
21.903
Tax
-5.595
Profit / (loss) after tax
16.308
Other comprehensive income after tax
-319
Total comprehensive income after tax
15.989
Attributable to non-controlling interest
8.154
Dividends paid to non-controlling interest
1.401
Condensed statement of financial position as at 1/1- 31/12/2023
European Union
MALTCO LOTTERIES LTD
Non-current assets
1
Current assets
3.541
Non-current liabilities
0
Current liabilities
-1.769
Total equity
1.773
Attributable to:
Equity holders of parent
1.295
Non-controlling interests
479
Condensed statement of financial position as at 1/1- 31/12/2023
America
TECNO ACCION S.A.
TECNO ACCION SALTA S.A.
DC09 LLC
Non-current assets
2.342
61
6.752
Current assets
3.713
1.943
0
Non-current liabilities
-762
-12
-16.981
Current liabilities
-2.443
-1.252
-120
Total equity
2.850
741
-10.349
Attributable to:
Equity holders of parent
1.277
518
-6.615
Non-controlling interests
1.573
222
-3.734
Condensed statement of financial position as at 1/1- 31/12/2023
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Non-current assets
41.407
Current assets
24.376
Non-current liabilities
-7.032
Current liabilities
-23.276
Total equity
35.475
Attributable to:
Equity holders of parent
17.737
Non-controlling interests
17.738
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
225
Condensed statement of financial position as at 1/1- 31/12/2022
European Union
MALTCO LOTTERIES LTD
Non-current assets
5
Current assets
10.593
Non-current liabilities
0
Current liabilities
-2.686
Total equity
7.912
Attributable to:
Equity holders of parent
5.776
Non-controlling interests
2.136
Condensed statement of financial position as at 1/1- 31/12/2022
America
TECNO
ACCION S.A.
TECNO ACCION
SALTA S.A.
DC09 LLC
Non-current assets
5.344
173
4.407
Current assets
7.744
4.802
3.678
Non-current liabilities
-1.063
-29
-16.407
Current liabilities
-4.305
-2.281
-363
Total equity
7.720
2.666
-8.685
Attributable to:
Equity holders of parent
3.713
1.481
-5.800
Non-controlling interests
4.007
1.185
-2.885
Condensed statement of financial position as at 1/1- 31/12/2022
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Non-current assets
48.626
Current assets
23.285
Non-current liabilities
-5.870
Current liabilities
-37.515
Total equity
28.525
Attributable to:
Equity holders of parent
14.262
Non-controlling interests
14.263
Condensed cash flow information for the year ending 1/1- 31/12/2023
European Union
MALTCO LOTTERIES LTD
Operating activities
-1.551
Investing activities
0
Financing activities
-5.553
Effect of exchange differences
0
Net increase / (decrease) in cash and cash equivalents
-7.104
Condensed cash flow information for the year ending 1/1- 31/12/2023
America
TECNO ACCION
S.A.
TECNO ACCION
SALTA S.A.
DC09 LLC
Operating activities
1.486
2.078
-1.671
Investing activities
-433
474
0
Financing activities
-145
-1.880
174
Effect of exchange differences
-1.057
-594
-21
Net increase / (decrease) in cash and cash
equivalents
-148
78
-1.518
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
226
Condensed cash flow information for the year ending 1/1- 31/12/2023
Other Countries
BILYONER INTERAKTIF HIZMELTER
AS GROUP
Operating activities
16.838
Investing activities
-3.373
Financing activities
-7.771
Effect of exchange differences
-10.671
Net increase / (decrease) in cash and cash
equivalents
-4.977
Condensed cash flow information for the year ending 1/1- 31/12/2022
European Union
MALTCO LOTTERIES LTD
Operating activities
-3.116
Investing activities
16
Financing activities
-4.779
Effect of exchange differences
0
Net increase / (decrease) in cash and cash equivalents
-7.879
Condensed cash flow information for the year ending 1/1- 31/12/2022
America
TECNO ACCION
S.A.
TECNO ACCION SALTA
S.A.
DC09
LLC
Operating activities
5.149
620
421
Investing activities
-2.181
204
-223
Financing activities
-893
-1.520
-1.700
Effect of exchange differences
-2.444
-880
194
Net increase / (decrease) in cash and cash
equivalents
-368
-1.576
-1.308
Condensed cash flow information for the year ending 1/1- 31/12/2022
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Operating activities
17.522
Investing activities
995
Financing activities
-3.262
Effect of exchange differences
-3.502
Net increase / (decrease) in cash and cash equivalents
11.753
XI
.
Investments in companies consolidated with the equity method
i)
Investment in Associates & Join Ventures
The Group has significant influence over the below associates and joint ventures. The Group consolidates
these associate companies with the equity consolidation method.
In addition, the Group owns 50% of Karenia Enterprises Co Ltd, a Cyprus-based joint venture, and
consolidates it from January 2018 using the equity method applying IFRS 11 "Joint Arrangements”. This
company participates with 30% stake in “ATHENS RESORT CASINO SA HOLDINGS", which owns 51%
of the Greek Casino Parnitha SA."ATHENS RESORT CASINO SA HOLDINGS" is not consolidated by the
Intralot Group and Karenia Enterprises Co Ltd.’s investment is valued at cost pursuant to IFRS 9.
The following table illustrates the summarized financial information of the Group’s investment in
associates and joint ventures:
GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES
Country
31/12/2023
31/12/2022
LOTRICH INFORMATION Co LTD
Taiwan
40%
40%
TECNO ACCIÓN SALTA S.A. – END POINT S.A.
- UNION TRANSITORIA
Argentina
18%
-
Intralot South Africa Ltd
S. Africa
-
45%
KARENIA ENTERPRISES COMPANY LTD
Cyprus
50%
50%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
227
Condensed statement of financial position as at
31/12/2023
LOTRICH
INFORMATION
Co LTD
KARENIA
ENTERPRISES
COMPANY
LTD
Non-current assets
6
18.000
Current assets
44.348
3
Non-current liabilities
0
0
Current liabilities
-28.195
-146
Total equity
16.159
17.857
Group’s investment book value
6.278
8.927
Condensed statement of financial position as at
31/12/2022
LOTRICH
INFORMATION
Co LTD
KARENIA
ENTERPRISES
COMPANY
LTD
Non-current assets
9
13.500
Current assets
19.460
2
Non-current liabilities
0
0
Current liabilities
-2.789
-124
Total equity
16.680
13.378
Group’s investment book value
6.486
6.688
Condensed statement of profit or loss for the period
1/1- 31/12/2023
LOTRICH
INFORMATION
Co LTD
KARENIA
ENTERPRISES
COMPANY
LTD
Sales Proceeds
6.274
0
Gross Profit/ (loss)
1.498
0
EBITDA
520
-19
Profit / (loss) before tax
718
-21
Tax
-144
0
Profit / (loss) after tax
574
-21
Other comprehensive income after tax
-542
0
Total comprehensive income after tax
32
-21
Profit / (loss) from equity method consolidations
230
-10
Dividends received by the Group from the associates
-221
0
Condensed statement of profit or loss for the period
1/1- 31/12/2022
LOTRICH
INFORMATION
Co LTD
KARENIA
ENTERPRISES
COMPANY
LTD
Sales Proceeds
6.866
0
Gross Profit/ (loss)
1.717
0
EBITDA
810
-16
Profit / (loss) before tax
828
-17
Tax
-166
0
Profit / (loss) after tax
663
-17
Other comprehensive income after tax
-736
0
Total comprehensive income after tax
-73
-17
Profit / (loss) from equity method consolidations
265
-9
Dividends received by the Group from the associates
-217
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
228
Reconciliation of the condensed financial statements with the carrying amount of the
investment:
LOTRICH
INFORMATION
Co LTD
KARENIA
ENTERPRISES
COMPANY LTD
Carrying amount of Investment as of
31/12/2021
6.733
6.696
Profit / (Loss) after taxes of the period
265
-9
Other Comprehensive Income after tax of the
period
-294
0
Dividends
-217
0
Transfer to Assets Held for Sale
0
0
Impairment provision
0
0
Other
0
-1
Carrying amount of Investment as of
31/12/2022
6.486
6.688
Profit / (Loss) after taxes of the period
230
-10
Other Comprehensive Income after tax of the
period
-217
0
Dividends
-221
0
Share Capital Increase
0
2.250
Transfer to Assets Held for Sale
0
0
Impairment provision
0
0
Other
0
0
Carrying amount of Investment as of
31/12/2023
6.278
8.927
B. REAL LIENS
A subsidiary of the Group in Netherlands has a banking facility amounting €18,0 million for revolving
facility and issuing bank letters of guarantee, with relevant securities on financial assets (on 31/12/2023
the utilized letters of guarantee amounted to €10,3 millions).
Also, the subsidiary of the Intralot Group, Inc., has signed a loan agreement totaling $280 million with
KeyBank National Association and a consortium of banks (refer also to note
2.25
), according to which
the lending banks have been granted real collateral over all of the company's movable and immovable
property, as well as on its shares as well as its subsidiary Intralot Tech.
Finally, according to the Bond with maturity 2024 issued by the Group's subsidiary Intralot Capital
Luxembourg S.A., the usual restrictions apply on the transfer of the Group's assets (asset sales
covenants), excluding the Dutch Intralot US Holdings and the subsidiaries of America, without, however,
having real collateral.
There are no other restrictions than the above, in the ownership, transfer or other encumbrances on the
Group's movable and immovable property.
In the Group Statement of Financial Position (line “Trade and other short-term receivables”) of
31/12/2023 are included restricted bank deposits as security coverage for banking facilities amounting
€5.950 thousand (31/12/2022: €9.067 thousand). Respectively, for the Company on 31/12/2023 are
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
229
included restricted bank deposits as security coverage for banking facilities amounting €2.150 thousand
(31/12/2022: €5.029 thousand).
C. PROVISIONS
GROUP
Litigation
cases ¹
Unaudited
fiscal years
and tax audit
expenses ²
Other
provisions ³
Total
provisions
Period opening balance
3.160
6.684
10.775
20.619
Period additions
182
-4
3.309
3.487
Utilized provisions
-15
-37
-3.490
-3.542
Unused provisions
0
0
-550
-550
Foreign exchange differences
640
-13
728
1.355
Period closing balance
3.967
6.630
10.772
21.369
Long-term provisions
3.745
6.630
7.553
17.929
Short-term provisions
222
0
3.219
3.440
Total
3.967
6.630
10.772
21.369
¹ Relate to litigation cases as analyzed in note
2.32.
A
.The non-current provisions for the litigation cases are not
presented at discounted amounts as there is no exact estimate in respect to the timing of their payment.
² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected
to be used in the next 1-3 years.
³ Relate to provisions for risks none of which are individually material to the Group except from provisions for additional
fees (bonus) and other employee benefits of the Group amounting to €1.727 thousand as well as provisions amounting
to €3.082 thousand for earned winnings which relate to sports betting prices and guaranteed future numerical games
jackpots. The Other provisions are expected to be used in the next 1-6 years.
COMPANY
Litigation
cases ¹
Unaudited fiscal years and tax
audit expenses ²
Other
provisions ³
Total
provisions
Period opening balance
3.145
6.630
0
9.775
Utilized provisions
0
0
0
0
Period additions
0
0
0
0
Foreign exchange
differences
640
0
0
640
Period closing balance
3.785
6.630
0
10.415
Long-term provisions
3.745
6.630
0
10.376
Short-term provisions
40
0
0
40
Total
3.784
6.630
0
10.415
¹ Relate to litigation cases as analyzed in note
2.32.
A
.
² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is
expected to be used in the next 1-3 years.
D. PERSONNEL EMPLOYED
The number of employees of the Group on 31/12/2023 amounted to 1.692 persons
(Company/subsidiaries 1.681 and associates 11) and the Company's to 384 persons. Respectively, at
the end of 2022 fiscal year, the number of employees of the Group amounted to 1.707 persons
(Company/subsidiaries 1.696 and associates 11) and the Company 369 persons.
E. RELATED PARTY DISCLOSURES
Intralot SA purchases goods and services and/or provides goods and services to various related
companies, in the ordinary course of business. These related companies consist of subsidiaries, associates
or other related companies which have common ownership and / or management with Intralot SA.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
230
Below is a condensed report of the transactions for 2023 and the balances on 31/12/2023 of other related
parties:
Sales and services to related parties are made at normal market prices. Outstanding balances at year end
are unsecured and settlement occurs in cash. No guarantees have been provided or received for the above
receivables.
Amounts reported in thousands of €
GROUP
COMPANY
(total operations)
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Income
-from subsidiaries
0
0
55.867
27.393
-from associates and joint ventures
12.071
2.037
12.292
2.255
-from other related parties
475
544
0
14
Expenses / Purchases of assets & inventories
-to subsidiaries
0
0
20.384
20.504
-to associates and joint ventures
0
0
0
0
-to other related parties
12.517
8.968
309
3.016
Receivables
-from subsidiaries
0
0
74.480
57.269
-from associates and joint ventures
10.678
1.027
10.623
982
-from other related parties
9.517
12.231
394
2.974
Doubtful Provisions
0
0
0
0
-to subsidiaries
0
0
-221
-221
-to associates and joint ventures
0
0
0
0
-to other related parties
-243
-244
-242
-242
Payables
-to subsidiaries
0
0
180.526
298.569
-to associates and joint ventures
0
0
0
0
-to other related parties
6.824
8.879
471
260
BoD and Key Management Personnel transactions and
fees
6.029
7.680
4.828
4.972
BoD and Key Management Personnel receivables
0
0
0
0
BoD and Key Management Personnel payables
271
334
233
260
(Α) The respective amounts are analyzed as
follows:
Total due from related parties
19.953
13.258
85.034
61.225
(less) long term portion (note
2.19)
456
470
0
15
Short term receivables from related parties
(note 2.20)
19.497
12.788
85.034
61.210
(Β) The respective amounts are analyzed as follows:
Total due to related parties
7.095
9.213
181.231
302.275
(less) long term debt
5.155
5.360
0
267.463
(less) long term liabilities (note
2.28
)
0
0
0
0
Short term payables to related parties (note
2.29
&
2.25)
1.940
3.853
181.231
34.812
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
231
2.32 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS
A.
LITIGATION CASES
a. In Colombia, INTRALOT, on 22nd July 2004, entered into an agreement with an entity called Empresa
Territorial para la salud (“Etesa”), under which it was granted with the right to operate games of chance
in Colombia. In accordance with terms of the abovementioned agreement, INTRALOT has submitted an
application to initiate arbitration proceedings against Etesa requesting to be recognized that there has
been a disruption to the economic balance of abovementioned agreement to the detriment of INTRALOT
and for reasons not attributable to INTRALOT and that Etesa to be compelled to the modification of the
financial terms of the agreement in the manner specified by INTRALOT as well as to pay damages to
INTRALOT (including damages for loss of profit) or alternatively to terminate now the agreement with
no liability to INTRALOT. The arbitration court adjudicated in favor of Etesa the amount of 23,6 billion
Colombian pesos (approx. €5,5 m). The application for annulment of the arbitration award filed by
INTRALOT before the High Administrative Court was rejected on 25 May 2011. The Company filed a
lawsuit before the Constitutional Court of Colombia which was rejected on 18 December 2012. On 31
August 2016, an application was served to the Company requesting to render the abovementioned
arbitration decision as executable in Greece which was heard before the Athens One-Member First
Instance Court and the decision issued accepted it. The Company filed an appeal against this decision
which was rejected by the Athens Court of Appeals. The Company filed, before the Supreme Court, a
cassation appeal against the decision of the Athens Court of Appeals which was rejected. The Company
filed, before the Athens Court of Appeals, an application for the revocation of the above decision of the
Athens Court of Appeals that rejected the appeal, which has been scheduled for hearing, following
postponements, on 3 April 2025. The Company has created relative provision in its financial statements
part of which (€2,2m) has already been used for the payment to Etesa of a letter of guarantee amounting
to 7.694.081.042 Colombian pesos.
b. Against the subsidiary Intralot Holdings International Ltd., a shareholder of LOTROM SA and against
LOTROM SA, another shareholders of LOTROM SA, Mr. Petre Ion filed a lawsuit before the competent
court of Bucharest requesting that Intralot Holdings International Ltd to be obliged to purchase his
shares in LOTROM SA for €2.500.000 and that LOTROM SA to be obliged to register in the shareholders
book such transfer. Following the hearing of 28th September 2010 a decision of the court was issued
accepting the lawsuit of the plaintiff. Intralot Holdings International Ltd and LOTROM SA filed an appeal
which was rejected. The abovementioned companies further filed a recourse before the Supreme Court
which was heard and rejected. Mr. Petre Ion initiated an enforcement procedure of the above decision
in Romania. The companies will exercise legal means against the enforcement procedure according to
the provisions of the Romanian laws.
c. Mr. Petre Ion filed in Romania a lawsuit against Intralot Holdings International Ltd and LOTROM
requesting to issue a decision to replace the share purchase contract of its shares in LOTROM SA for
€2.500.000 (for which he had filed the above lawsuit) in order to oblige Intralot Holdings International
Ltd a) to pay the amount of €400.000 as tax on the above price, b) to sign on the shareholders book
for the transfer of the shares, c) to pay the price of the transfer and the legal costs. The Court of First
Instance rejected Mr. Petre Ion’s lawsuit. Mr. Petre Ion filed an appeal which was heard on 4 November
2014 and was partially accepted. The Company filed an appeal against this decision which was rejected.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
232
Following postponements, the case was heard on 10 June 2016 and the respective first instance decision
was issued on 19 July 2016; the lawsuit against LOTROM was rejected while it was accepted partially in
respect to its part filed against Intralot Holdings International Ltd., obligating the latter to pay the
amount of the purchase and the legal expenses. Both Intralot Holdings International Ltd. and Mr. Petre
Ion filed appeals against this decision which was heard and were rejected. The decision became final,
while the application for cassation filed by Intralot Holdings International Ltd was rejected. While since
2018 there has been no action by the plaintiff, at the beginning of 2021 it was notified to Intralot
Holdings International Ltd. that, following a unilateral petition of the plaintiff (ex parte procedure, i.e.
without Intralot Holdings International Ltd. to be summoned and represented), a decision was issued
by the Cypriot court appointing Bank of Cyprus as custodian of the amount of the account held by
Intralot Holdings International Ltd. in that bank, as precautionary measure to ensure the payment of
the claim of the plaintiff pursuant to the decision of the courts of Romania. This decision has been
rendered enforceable in Cyprus by the local court in October 2020 also without any knowledge of Intralot
Holdings International Ltd. since the same unilateral procedure ex parte had been followed by the
plaintiff. After being informed on the above, Intralot Holdings International Ltd. objected before the
court of Cyprus which, on 23 July 2021, didn’t accept its arguments. Intralot Holdings International Ltd.
filed an appeal against this decision before the competent courts of Cyprus which is pending. Intralot
Holdings International Ltd. considers that has valid grounds to deny the execution of the decision in
Cyprus.
d. In Romania, the tax authority imposed to the subsidiary LOTROM SA, following a review, an amount
RON 3.116.866 (€626.430,18) relating to tax differences (VAT) of the period 2011-2016. The company
paid the amount of RON 2.880.262, while the remaining amount was counterbalanced with VAT amount
owed to the company. The company filed before the local tax authority an appeal for the return of the
amount of RON 3.116.866 (€626.430,18) which was rejected; the company filed a lawsuit before the
competent courts in Romania which is pending.
e. On 30 July 2012, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit
against the company “Hellenic Organization of Horse Racing S.A.” (ODIE) requesting the payment of
the amount of €2.781.381,15 relating to system maintenance services provided but not paid. The case
was heard on 6th May 2015 and a decision was issued accepting Intralot’s lawsuit in full. ODIE filed an
appeal against this decision which has been heard on 1 November 2018 before the Athens Court of
Appeal which was rejected with the decision no. 3153/2019 of the Athens Court of Appeal. The decision
has not been further appealed and, therefore, has become final and irrevocable. Moreover, Intralot filed
a recourse to the arbitration panel on 13 August 2012 against the same company ODIE requesting the
payment of the amount of €9.551.527,34 relating to operational services of integrated system provided
but not paid. The arbitration was concluded on 1st March 2013 and the arbitration decision no 27/2013
was issued vindicating Intralot and compelling ODIE to pay to Intralot the total amount requested
(€9.551.527,34). Intralot has not been notified of any legal remedy against the above arbitral decision.
In order to secure its claims, Intralot:
a) by virtue of the above arbitration decision, has already recorded on the mortgage books of the Land
Registry Office of Kropia a mortgage on a land property of ODIE and specifically on the property where
the Horse Racetrack of Athens in Markopoulo Attica is operating, and on the buildings thereupon, for an
amount of €11.440.655,35.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
233
b) by virtue of the decision no 2209/2014 of the Athens Single Member Court of First Instance, has
already recorded on the mortgage books of the Land Registry Office of Kropia, a note of mortgage on
the same real estate of ODIE for an amount of €9.481.486,11, which, following the issue of the above
decision no. 3153/2019 of the Athens Court of Appeal, partially turned to a mortgage for the total
amount adjudicated, i.e. for the amount of €2.781.381,15.
c) advanced the procedure of compulsory execution against ODIE in order to execute its claims.
Furthermore, on 20 March 2014, Intralot filed before the Athens Multi-member Court of First Instance
a lawsuit against ODIE requesting the payment of the amount of €8.043.568,69 which is owed to it
pursuant to the “Agreement of Maintenance and Operation of the System of the Mutual Betting on Horse
Races of ODIE” dated 6 March 2012. The lawsuit was heard on 4 October 2017 and the decision issued
accepted the lawsuit. ODIE filed an appeal which was rejected by the Athens Court of Appeals in
December 2019. No petition for cassation and no appeal for failure to appear before the court have been
notified to the Company.
The confiscation on the above land property of ODIE in Markopoulo Attica imposed in the frame of the
abovementioned procedure of compulsory execution against ODIE, was reversed with the consent of
Intralot on 15 December 2015 in execution of the terms of the agreement dated 24 November 2015
between Intralot and ODIE which settled the payment of all above claims of Intralot. Pursuant to this
agreement, ODIE assigned to Intralot 2/3 of the rent which it will receive from the lease agreement
relating to that real estate to the company “Ippodromies SA”. The assigned rent amounts are being paid
to Intralot. On 30 January 2024, “Ippodromies SA” notified Intralot on the termination of the lease
agreement with ODIE with effective date 1
st
April 2024.
Additionally, without the above decisions and encumbrances being affected, Intralot filed before the
Athens Multi Member Court of First Instance a lawsuit dated 8.3.2021 against ODIE (under liquidation),
the company “Hellenic Republic Asset Development Fund SA” (HRADF) and the Greek State, requesting
to be recognized that the above agreement is binding, in addition to ODIE, for HRADF and the Greek
State, to oblige all defendants to pay to INTRALOT €487.079,32 and to be recognized that all defendants
are obliged to pay to INTRALOT the total amount of €4.747.489,91, while HRADF and the Greek State
the amount of €12.676.846,6. The case was heard on 22 September 2022 and the decision issued
rejected the lawsuit. The company filed an appeal which was scheduled for a hearing on 30 January
2024 when it was postponed for 10 December 2024. Management estimates that based on the legal
actions taken above, the receivable is considered secured.
f. A former officer of the Company filed a lawsuit before the Athens First Instance Court requesting to
be recognized that the Company had to pay him the amount of €121.869,81 as non-paid wages. The
decision issued partially accepted the lawsuit in relation to the amount of €80.685,42. Both parties have
filed appeals which are on 24 November 2020. The decision issued by the Athens Court of Appeals
accepts the appeal of the Company and totally rejects the appeal of the plaintiff. The decision is final. A
petition for cassation was filed by the plaintiff which was heard before the Supreme Court on 25 October
2022. The Supreme Court ruled that the hearing of the petition is inadmissible. Following a petition of
the plaintiff, the case was heard again before the Supreme Courton 14 November 2023 and the decision
issued rejects the petition for cassation.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
234
g. In Cyprus, the National Betting Authority had suspended the Class A license of the company Royal
Highgate Pcl Ltd. in which the Company has an indirect participation of approx. 35,08%, initially for a
period of two months, alleging non-compliance of Royal Highgate Pcl Ltd. with specific terms of the
license. Royal Highgate Pcl Ltd. considering that those requested by the National Betting Authority are
beyond the provisions of the law, filed a recourse before the competent administrative court of Nicosia
which was heard on 30 March 2018. The decision issued rejected the recourse for typical reasons. Royal
Highgate Pcl Ltd. filed an appeal against this decision which has been heard, following postponement,
on 8 March 2021 and was rejected for the same typical reasons. Royal Highgate Pcl Ltd. filed a complaint
application in relation to that case before the European Court of Human Rights which was rejected. In
parallel, Royal Highgate Pcl Ltd. had filed three more recourses against decisions of the National Betting
Authority relating to the suspension of the license of Royal Highgate Pcl Ltd. Following withdrawal of
two of the three recourses, the third one has been scheduled for hearing, following postponements, on
12 April 2024. The National Betting Authority started the procedure for the revocation of the license of
Royal Highgate Pcl Ltd. and the latter submitted its arguments on 30 November 2018 without any further
actions from the National Betting Authority. On 31 December 2018, the contractual term of the license
of Royal Highgate Pcl Ltd. expired.
h. In USA, in South Carolina State, class actions were filed against the local lottery South Carolina
Education Lottery Commission and the subsidiary Intralot Inc. for breach of contract with the allegation
that because of malfunctioning of the system there were winning tickets which were not paid and
claiming a total compensation of approx. 35 million USD (€31,6 million). The local court accepted Intralot
Inc.’s motions to dismiss in two lawsuits, holding that the plaintiffs were required to exhaust
administrative remedies and failed to do so. The other side filed appeals against such decisions which
were heard on 9 November 2022 and were rejected by the court. One of these two cases was finally
closed since the other party didn’t file any legal means. The plaintiffs of the second case requested the
rehearing of the case and the court rejected their request. The plaintiffs filed a new request for rehearing
which is pending. The third similar lawsuit has already been finally rejected by the court. It is noted that
with regards to such cases, the Group has its respective insurance coverage.
i. A former employee of the Company filed two lawsuits before the Athens First Instance Court
requesting, with the first one, the payment of the amount of €133.179,47 for unpaid salaries and
€150.000 as compensation for moral damages and, with the second one, the amount of €259.050 for
overdue salaries calculated until 3 December 2019 and €150.000 as compensation for moral damages.
The first lawsuit was heard on 28 February 2018 and the decision issued partially accepted the lawsuit
in relation to the amount of €46.500,82. Both parties filed appeals against this decision which were
heard on 22 September 2020 and the decision issued orders the re-hearing of the case after the
submission of further evidences. The case was heard on 20 September 2022 and the Court of Appeal
issued a decision which partially accepted the lawsuit and adjudicated in favor of the plaintiff the amount
of €6.235,56. The plaintiff filed a petition for cassation before the Supreme Court which is scheduled for
hearing on 24 September 2024. The hearing of the second lawsuit which was scheduled for hearing,
following postponements, on 26 October 2023, was cancelled. The Company had made respective
provisions to its financial statements.
j. On 1 April 2019, the Company filed a Request for Arbitration before the ICC International Court of
Arbitration requesting to be declared that the defendant Sisal SpA has breached a contract signed with
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
235
Intralot by using, in Morocco, terminals and the software embedded therein. A decision of the ICC was
issued declaring that Sisal SpA has breached the terms of the abovementioned contract and specifically
that it has breach the intellectual property rights of Intralot with regards to the software TAPIS
embedded in the terminals which Sisal SpA installed in Morocco, it ordered to cease supplying such
terminals in Morocco and also ordered their removal until 31 December 2021, it rejected the requests
for compensation against the respondent and ordered Sisal SpA to pay part of the costs and expenses
of the arbitration.
k. In Morocco, “La Société de Gestion de la Loterie Nationale” (“SGLN”) filed a lawsuit against the
Company and its subsidiary Intralot Maroc claiming that it exercised unilaterally its option to transfer to
it the equipment of Intralot which was used jointly by SGLN and the other local lottery “La Marocaine
des Jeux et des Sports” (“MDJS”) and, because of Intralot’s denial, it suffered damages in the amount
of MAD 18.000.000 (€1.651.936,90) which corresponds to the value of the equipment, while,
additionally, it requests MAD 34.000.000 (€3.120.325,25) as loss of profit. It is also requesting the call
of the letter of guarantee amounting to MAD 30.000.000 (€2.753.228,16). It is noted that according to
the terms of the Intralot’s contracts with the two lotteries SGLN & MDJS, the option for the transfer of
the equipment as well as any call of the letters of guarantee can only be exercised with a joint request
of both entities SGLN & MDJS. The court’s decision has been issued and adjudicates the payment to
SGLN of the amount of MAD 14.175.752,50 (€1.300.969,37). An appeal was filed against this decision
and the Commercial Court of Appeal of Casablanca issued a decision adjudicating the payment to SGLN
of the amount of MAD 6.000.000 (€550.645,63). The company filed a petition for cassation before the
Supreme Court which is pending. Intralot Maroc has created a provision in its financial statements for
the amount of MAD 7.330.840,77 (€672.782,50).
l. In Morocco, “La Société de Gestion de la Loterie Nationale” (“SGLN”) filed a lawsuit against the
Company and its subsidiary Intralot Maroc claiming that an amount of MAD 33.600.000 (€3.083.615,54)
is owed to it for investments which were not realized and, in addition, MAD 13.360.000 (€1.226.104,27)
for compensation (damages, loss profits). A judicial expert’s report has been submitted to the court.
Following that, the court rejected the lawsuit. No legal means against this decision have been notified
to the Company or its subsidiary Intralot Maroc.
m. In Malta a lawsuit was filed against the subsidiary Maltco Lotteries Ltd. and the company ATG, having
its registered offices in Sweden, by a player of horse races betting games who is requesting the payment
of the amount of approx. €1,5m as non-paid winnings. The specific betting game is conducted by the
company ATG which refused the payment of the requested amount due to breach of the gaming rules
by the player. The case has been scheduled for a hearing, following postponements, on 22 April 2024.
The Group has recognized a related provision in the financial statements.
n. In U.S.A. the funds Northlight European Fundamental Credit Fund, HCN LP and Bardin Hill Investment
Partners LP, claiming holding notes due in 2024 amounting approximately to 3,5%-4%, filed a complaint
on 29 July 2021 before the US District Court for the Southern District of New York against Intralot and
companies of its group (Intralot Capital Luxembourg S.A., Intralot Global Holdings B.V., Intralot, Inc.
and Intralot US Securities, B.V.), requesting to be declared that the exchanges of notes due in 2021
and in 2024 breach certain provisions of the indenture agreement governing the notes maturing in 2024,
as well as the New York legislation. The plaintiffs amended their complaint by on 31 January 2022 by
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
236
adding new plaintiffs (Halcyon Eversource Credit LLC, Halcyon Vallee Blanche Master Fund LP, HDML
Fund II LLC, CQS Credit Opportunities Master Fund, CQS ACS Fund, CQS Directional Opportunities
Master Fund Ltd & BIWA Fund Ltd.) and new defendants (Intralot U.S. Holdings BV and The Law
Debenture Trust Corporation P.L.C.). On 31 March 2022, Intralot requested the court to consider a
motion to dismiss. On 21 April 2022, UMB Bank, N.A. filed suit as successor trustee against the above
defendants, for alleged breaches of certain provisions of the indenture agreement for the notes maturing
in 2024. The suit has been assigned to the same judge as a “related case”. The plaintiffs (the above
funds holding Notes due in 2024 and UMB Bank, N.A., as successor trustee of the Notes due 2024)
voluntarily dismissed without prejudice the above cases on 19 September 2022. A Plaintiffs’ motion
seeking a temporary restraining order to enjoin the notes exchanges was denied by the court on 2
August 2021 and the exchanges of notes due in 2021 and in 2024 were completed.
Until 22 March 2024, apart from the legal issues for which a provision has been recognized, the Group
Management estimates that the rest of the litigations will be finalized without a material effect on the
Group’s and the Company’s financial position and results.
B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES
Ι
) COMPANY AND SUBSIDIARIES
COMPANY
YEARS
COMPANY
YEARS
INTRALOT S.A.
2018-2023
TECNO ACCION S.A.
2015-2023
BETTING COMPANY S.A.
2018-2023
TECNO ACCION SALTA S.A.
2015-2023
BETTING CYPRUS LTD
2018-2023
MALTCO LOTTERIES LTD
2017-2023
INTRALOT IBERIA HOLDINGS SA
2019-2023
INTRALOT NEW ZEALAND LTD
2013 & 2017-2023
INTRALOT CHILE SPA
2021-2023
INTRALOT GERMANY GMBH
2019-2023
INTELTEK INTERNET AS
2019-2023
INTRALOT FINANCE UK LTD
2021-2023
BILYONER INTERAKTIF HIZMELTER AS
GROUP
2022-2023
INTRALOT BETTING OPERATIONS
(CYPRUS) LTD
2021-2023
INTRALOT MAROC S.A.
2019-2023
ROYAL HIGHGATE LTD
2021-2023
INTRALOT INTERACTIVE S.A.
2018-2023
INTRALOT IRELAND LTD
2017-2023
INTRALOT GLOBAL SECURITIES B.V.
2013-2023
INTRALOT GLOBAL OPERATIONS B.V.
2016-2023
INTRALOT CAPITAL LUXEMBOURG S.A.
2018-2023
BIT8 LTD
2017-2023
INTRALOT ADRIATIC DOO
2015-2023
INTRALOT CYPRUS GLOBAL ASSETS LTD
2018-2023
INTRALOT GLOBAL HOLDINGS B.V.
2013-2023
ΙΝTRALOT HOLDINGS INTERNATIONAL
LTD
2021-2023
INTRALOT US SECURITIES B.V.
2021-2023
INTRALOT INTERNATIONAL LTD
2021-2023
INTRALOT US HOLDINGS B.V.
2021-2023
INTRALOT OPERATIONS LTD
2021-2023
INTRALOT INC
2020-2023
NETMAN SRL
2017-2023
DC09 LLC
2020-2023
INTRALOT BUSINESS DEVELOPMENT LTD
2021-2023
INTRALOT TECH SINGLE MEMBER S.A.
2019-2023
INTRALOT DE COLOMBIA (BRANCH)
2018-2023
INTRALOT NEDERLAND B.V.
2010-2023
INTRALOT AUSTRALIA PTY LTD
2019-2023
INTRALOT BENELUX B.V.
2018-2023
INTRALOT GAMING SERVICES PTY
2019-2023
LOTROM S.A.
2017-2023
INTRALOT SOUTH AFRICA LTD
2023
Pending tax cases of the parent company
Intralot S.A. has received a tax certificate for the fiscal years 2017-2018 while the tax certificate for the
years 2019, 2020, 2021 & 2022 is pending.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
237
In Intralot SA during the tax audit for the year 2011 which was completed in 2013, were imposed taxes
on accounting differences plus surcharges amounting to €3,9 million. The Company lodged an
administrative appeal against the relevant control sheets resulting in a reduction of taxes to €3,34
million. The Company filed new appeals to the Greek Administrative Courts which did not justify the
Company, filed an appeal before the Council of State. The Company's management and its legal advisors
estimate that there is a significant probability that the appeal will be in favor for the most part. The
Company has formed sufficient provisions and has paid the whole amount of taxes.
In Intralot SA, during the tax audit for 2013, as well as the partial re-audit of 2011 and 2012 which both
completed in 2019, taxes, VAT, fines, and surcharges of €15,7 million were imposed.
The Company filed
appeals against the relevant control sheets resulting in a reduction of taxes to €5,4 million. The Company
filed six appeals to the Athens Three-Member Administrative Court of Appeal against decisions of the
Dispute Resolution Directorate of A.A.D.E. (Greek Tax Authorities) to the extent that they rejected the
company's appeals, requesting their annulment. Three appeals were filed for an amount of €4,6 million.
For one appeal, a decision was issued (charged amount of €386 thousand) which rejected the appeal,
and an appeal was filed before the Supreme Court, which is pending.
For the other two appeals (after
separating them) four decisions were issued, namely the first decision limiting the fine from €216
thousand to €2,5 thousand, the second cancels a fine of €2 thousand, the third sets the Company's net
profit at €3,85 million i.e. reduced by €104 thousand (an appeal has already been filed before the
Council of State, which is pending), while the fourth rejects the appeal and the Company is considering
challenging it with an appeal before the Council of State. Also, for an amount of € 782 thousand, three
appeals were filed and court decisions were issued, according to which: a) the first appeal was partially
accepted and the charged amount of € 260 thousand reduced by the court to €2,5 thousand, b) the
second appeal (imputed amount € 146 thousand) was partially upheld and reduced by € 135 thousand,
and c) the third appeal (€376 thousand) dismissed.
Appeals were filed against the last two decisions
before the Council of State, which are pending.
It is noted that all charged amounts have already been
paid by the Company and therefore the final result of the appeals will not in any case entail any further
cash burden for the Company.
The tax audit of the fiscal years 2014 & 2015, which was completed in 2020, taxes were charged from
accounting differences plus surcharges of €353 thousand. The Company filed an appeal against the
relevant checklists resulting in a reduction of taxes to €301 thousand.
The Company filed appeals to the
Administrative Court of Appeal against decisions of the Dispute Resolution Division of A.A.D.E. to the
extent that they rejected the Company's appeals, requesting their annulment. The appeals were heard
on 19/1/2022 and reduced taxes by €132 thousand. The company filed appeals before the Council of
State that are pending.
The Company's management and its legal advisors estimate that the case has
high success rates for the most part, at the highest judicial level. The Company has already paid all
taxes and surcharges charged. The Company had made respective provisions €3,5 million.
In addition, tax audit of the fiscal years 2018 & 2019 on ongoing, as well as the fiscal years 2020 &
2021 is already in progress following relevant orders.
Finally, tax audit on VAT issues is in progress for the period 1/2/2010-31/10/2012 following a request
for assistance from the Romanian to the Greek tax authorities on transactions with a Romanian
company.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
238
Pending tax cases of affiliate entities
In Bilyoner İnteraktif Hizmetler AS the tax audit for the fiscal year
2021 was completed, the result of
the tax audit has not been communicated yet. Also, the tax audit is ongoing for the fiscal year 2022.
In Intralot Germany GMBH the tax audit for the years 2016-2018 was completed with an obligation to
pay income tax of €50 thousand, as well as a commercial tax of €50 thousand.
In Inteltek Internet AS has completed a VAT audit for 2020 and has been notified of an audit for the
2018 dividend tax. The audit concerns Turkcell but also Inteltek Internet AS due to its relationship with
Turkcell in the year 2018.
In Intralot Iberia, a limited income tax audit for the year 2019 is in progress.
In Lotrom S.A. completed a VAT audit for the period 2011-2016 and received a tax audit report with the
obligation to pay RON 3,116,866 (€626 thousand). The Company paid the total amount and appealed
against the report which was rejected. The company filed an appeal before the competent courts in
Romania, which is pending.
In the context of Law 4174/2013 Art. 65A and POL.1124/2015, Betting Company SA has received a tax
certificate for the years 2017-2022 (Betting Company SA was absorbed / merged by parent
INTRALOT SA in January 2024), while Intralot Interactive SA for the years 2017-2020 (the liquidation
was completed on 4/4/2023), Intralot Services SA for the years 2017-2018 and 1/1-22/7/2019 (end of
liquidation 20/9/2022).
ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES
COMPANY
YEARS
LOTRICH INFORMATION Co LTD
2023
KARENIA ENTERPRISES COMPANY LTD
2016-2023
C.
COMMITMENTS
I)
Guarantees
The Company and the Group on December 31, 2023 had the following contingent liabilities from
guarantees for:
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Bid
610
879
500
769
Performance
113.557
114.193
1.650
4.337
Financing
966
2.010
200
200
Other
110
110
0
0
Total
115.243
117.191
2.350
5.306
GROUP
31/12/2023
31/12/2022
Guarantees issued by the parent and subsidiaries:
-to third party
115.243
117.191
Total
115.243
117.191
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
239
COMPANY
31/12/2023
31/12/2022
Guarantees issued by the parent:
- to third party on behalf of
subsidiaries
0
2.956
- to third party on behalf of the
parent
2.350
2.350
Total
2.350
5.306
Beneficiaries of Guarantee on 31/12/2023:
Bid:
Premier Lotteries Ireland Designated Activity Company, Magnum Corporation Sdn Bhd
Performance:
Arkansas Lottery Commission, Camelot Illinois LLC, Centre Monetique Interbancaire (CMI), City
of Torrington, District of Columbia, Georgia Lottery Corporation, GPT Pty Ltd, Hrvatska Lutrija D.O.O., Icra
Dairesi Mudurlugu, Idaho State Lottery, Lotteries Commission of Western Australia, Lotto Hamburg, Louisiana
Lottery Commission, Meditel Telecom SA, Milli Piyango Idaresi Genel Mudurlugu, New Hampsire Lottery
Commision, New Mexico Lottery Authority, Polla Chilena de Beneficencia S.A., Spor Toto, State of Montana,
State of Ohio - Lottery Gaming System, , Town of Greybull, Town of Jackson, City of Gillette, Wyoming Lottery
Corporation, TJK, D106 Dijital, Bogazici Kurumlar Vergi Dairesi, Ankara 18 Icra, OPAP SA.
Financing:
Bogazici Kurumlar Vergi Dairesi Mudurlugu, Airport EL. Venizelos Customs.
Other:
Magnum Corporation Sdn Bhd
II) Other commitments
The Group has contractual obligations for the purchase of telecommunication services for the
interconnection of points of sale. The minimum future payments for the remaining contract duration on
December 31, 2023 were:
GROUP
31/12/2023
31/12/2022
Within 1 year
1.365
2.479
Between 2 and 5 years
85
1.502
Over 5 years
0
0
Total
1.450
3.981
As of December 31, 2023, the Group did not have material contractual commitments for acquisition of
tangible and intangible assets.
2.33 FINANCIAL RISK MANAGEMENT
Description of significant risks and uncertainties
The Group's international activities create several financial risks in the Group's operation, due to
constant changes in the global financial environment. The Group beyond the traditional risks of liquidity
risk and credit risk also faces market risk. The most significant of these risks are currency risk and
interest rate risk. The risk management program is a dynamic process that is constantly evolving and
adapted according to market conditions and aims to minimize potential negative impact on financial
results. The basic risk management policies are set by the Group Management. The risk management
policy is implemented by the Treasury Department of the Group which operates under specific guidelines
approved by management.
Credit risk
The Group does not have significant credit risk concentration because of the wide dispersion of its
customers and the fact that credit limits are set through signed contracts. The maximum exposure of
credit risk amounts to the aggregate values presented in the financial position. In order to minimize the
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
240
potential credit risk exposure arising from cash and cash equivalents, the Group sets limits regarding
the amount of credit exposure to any financial institution. Moreover, in order to secure its transactions
even more, the Group adopted an internal rating system, regarding credit rating evaluation, using the
relevant financial indices.
Liquidity risk
Prudent liquidity management means maintaining adequate liquidity, funding ability through approved
credit limits, and ability to repay liabilities. The Group has established specific policies to manage and
monitor its liquidity in order to continuously have sufficient cash and liquid non-core assets that can
meet its obligations. In addition, the Group has set up a system of monitoring and constant optimization
of its operating and investing costs in the framework of its liquidity management policies.
The following tables summarize the maturity of the financial liabilities of the Group based on 31/12/2023
and 31/12/2022:
GROUP
31/12/2023
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
48.612
0
0
48.612
Other long-term liabilities ¹
0
75
0
75
Bonds & Bank Loans (Senior Notes) ²
254.629
186.734
2.074
443.437
Other Loans and lease liabilities³
5.566
8.622
2.482
16.670
Total
308.807
195.431
4.556
508.794
GROUP
31/12/2022
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
63.499
0
0
63.499
Other long-term liabilities ¹
0
597
0
597
Bonds & Bank Loans (Senior Notes) ²
29.589
583.842
2.074
615.505
Other Loans and lease liabilities³
5.566
9.857
3.249
18.672
Total
98.654
594.296
5.323
698.273
¹ Excluding “Deferred Income” and “Taxes” of notes
2.28
&
2.29
and refer to liabilities balances as of 31/12/2023 and
31/12/2022 as recognized in the relevant Statements of Financial Position, measured at amortized cost.
² Refer to Facilities “B”, “Bank loan” and “Revolving credit facility” of note
2.25
and include bonds balances (outstanding
balance – after relevant repurchases) including future contractual interest up to maturity date, on undiscounted values,
that differ to the relevant carrying amounts on Statements of Financial Position, that are measured at amortized cost
according to IFRS 9.
³ Refer to the Debt mentioned to the note
2.25
(excluding the above Senior Notes) as of 31/12/2023 & 31/12/2022 and
is stated as has been recognized to the relevant Statements of Financial Positions, measured at amortized cost.
COMPANY
31/12/2023
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
28.029
0
0
28.029
Other long-term liabilities ¹
0
18
0
18
Loans and lease liabilities
158.850
318
0
159.168
Total
186.879
336
0
187.215
COMPANY
31/12/2022
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
38.652
0
0
38.652
Other long-term liabilities ¹
0
36
0
36
Loans and lease liabilities
1.690
267.732
0
269.422
Total
40.342
267.768
0
308.110
1
Excluding “Deferred Income” and “Taxes” of notes
2.28
&
2.29
and refer to liabilities balances as of 31/12/2023
and 31/12/2022 as recognized in the relevant Statements of Financial Position, measured at amortized cost.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
241
Market Risk
1) Foreign Exchange risk
Fluctuations in exchange rates can have significant effects on the Group’s currency positions. Group
transactions are carried out in more than one currency and therefore there is a high exposure in foreign
exchange rate fluctuations against the euro, which is the main underlying economic currency. On the
other hand, the Group’s activity abroad also helps to create an advantage in foreign exchange risk
management, due to the diversification in the currency portfolio. This kind of risk mainly results from
commercial transactions in foreign currency as well as investments in foreign entities. For managing
this type of risk, the Group uses various strategies, such as foreign currency hedging with receipts of
foreign currency dividends by abroad subsidiaries. The Group’s policy regarding the foreign exchange
risk concerns not only the parent company but also the Group’s subsidiaries.
Sensitivity Analysis in Currency movements amounts of the period
1/1-31/12/2023
(in thousand €)
Foreign Currency
Currency Movement
Movement Effect
in Earnings
before taxes
Effect in Equity
USD:
5%
535
628
-5%
-484
-694
TRY:
5%
1.201
-588
-5%
-1.087
650
AUD
5%
582
139
-5%
-527
-153
ARS:
5%
98
88
-5%
-89
-97
Sensitivity Analysis in Currency movements amounts of the period
1/1-31/12/2022
(in thousand €)
Foreign Currency
Currency
Movement
Movement Effect
in Earnings before
taxes
Effect in Equity
USD:
5%
841
-762
-5%
-761
690
TRY:
5%
1.150
660
-5%
-1.040
-597
AUD
5%
609
60
-5%
-551
-54
ARS:
5%
239
490
-5%
-216
-443
2) Interest rate risk
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group's activities are closely linked to interest rates
because of investments and long and short-term borrowings. To manage this risk category, the Group
uses financial hedging instruments in order to reduce its exposure to interest rate risk. The Group's policy
on managing its exposure to interest rate risk affects not only the parent company but also its subsidiaries
for their loans concluded in euros or local currency. The Group's exposure to the risk of changes in market
interest rates relates primarily to long-term borrowings of the Group's floating rate. The Group also
manages interest rate risk by having a balanced portfolio of loans with fixed and floating rate borrowings.
On 31 December 2023, approximately the 56% of the Group's borrowings are at a fixed rate (31/12/2022:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
242
64%) with an average life of approximately 1,2 years. As a result, the impact of interest rate fluctuations
in operating results and cash flows of the Group's operating activities is small.
Sensititivity Analysis in floating interest loan rates
(amount of the period 1/1-31/12/2023)
(thousands €)
Interest Rates
Movement
Movement effect in
Earnings before
taxes
Effect in Equity
10%
-1.706
-1.706
-10%
1.706
1.706
5%
-853
-853
-5%
853
853
Sensititivity Analysis in floating interest loan rates
(amount of the period 1/1-31/12/2022)
(thousands €)
Interest Rates
Movement
Movement effect in
Earnings before taxes
Effect in Equity
10%
-565
-565
-10%
565
565
5%
-282
-282
-5%
282
282
3) High leverage risk
INTRALOT’s ability to incur significant additional amounts of debt so as to finance its operations and
expansion depends on capital market conditions that influence the levels of new debt issues interest
rates and relevant costs. Furthermore, INTRALOT may be able to incur substantial additional debt in the
future, however, under the Senior Notes terms will be able to incur additional debt so long as on a pro
forma basis its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2023: approximately
4,14), and the ratio of total net debt to EBITDA (senior leverage ratio) is not more than 3,75
(31/12/2023: approximately 2,32). The Company and its Restricted Subsidiaries have borrowing
capacity under ad hoc debt baskets, namely €265,0 million credit facilities basket and the €45,0 million
general debt basket, both of which are fully available on the date of the financial statements.
Furthermore, the Company and its Restricted Subsidiaries may still incur debt provided they comply
with the financial ratios. Customary refinancing provisions also apply to the Senior Notes, so that the
Company may fully refinance the Senior Notes under a permitted refinancing debt carveout. To be noted
that the Company has no obligation for compliance with the Ratios throughout the term of the Senior
Notes, and only needs to test compliance with the Limitations on Debt covenant in case of the need to
raise additional debt based on the provisions of the Indenture, for example for investments. The Senior
Notes also impose limitations on restricted payments (which include dividends to the shareholders)
unless at the time of giving pro forma effect to such payment the amounts are equal to or less than the
sum of 50% of the consolidated net income of the Group (or if such consolidated net income for such
period is a deficit, less 100% of such deficit). The Company and its restricted subsidiaries will also be
able to make restricted payments under carve outs and under the general restricted payments basket
of up to €40,0 million. Intralot US Securities B.V. and its subsidiaries (including Intralot, Inc.) are
unrestricted subsidiaries for the purposes of the Senior Notes and therefore are not subject to such
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
243
covenants. Additionally, on July 2022 the Group proceeded with the refinancing of Intralot Inc. debt
with new bank financing (Term Loan) maturing in 2025, the terms of which improve the access of the
parent company to the cash flows of the US subsidiary. The new loan agreement signed with a
consortium of six US financial institutions also includes a revolving credit line (Revolver Facility) of $50
million, which will significantly assist the Group's liquidity management. The new Term loans bear the
US Sub-group financial covenants for incurring additional debt with respect to the total Net Debt (senior)
to EBITDA (Net Leverage ratio <4 up to 30/3/2024 and <3,75 thereafter) and financial expenses coverage
ratio (Fixed Charge Coverage ratio >1,25). Both covenant ratios were in compliance as of 31/12/2023.
CAPITAL MANAGEMENT
The Group aims through the management of capital to ensure that the Group can operate smoothly in
the future, maximize the value of its shareholders, and maintain the appropriate capital structure in
terms of costs of capital.
The Group monitors its capital adequacy on a Net Debt to EBITDA ratio basis. Net borrowings include
borrowing and lease liabilities minus cash and cash equivalents.
GROUP
31/12/2023
31/12/2022
Long-term loans
182.132
558.929
Long-term lease liabilities
11.104
11.424
Short-term loans
247.182
17.774
Short-term lease liabilities
4.726
4.698
Total Debt
445.144
592.825
Cash and cash equivalents
-111.915
-102.366
Net Debt
333.229
490.459
Lending of discontinued operations
0
0
Cash and cash equivalents
0
0
Net Debt (adjusted)
333.229
490.459
EBITDA from continuing operations
129.456
122.871
Leverage
2,57
3,99
Environmental Sustainability
INTRALOT embodies environmental sustainability by identifying best practices and perform green
initiatives that align with its' values, in order to reduce its' environmental footprint. Paper and energy
consumption are the largest environmental impacts identified. INTRALOT is committed to reducing the
amount of waste and improve its' recycling rates. Additionally, it reduces the use of physical resources
such as paper and ink by reducing printing within the offices. INTRALOT is measuring its environmental
impact in order to operate in a more sustainable way in the future.
2.34 APPLICATION OF IAS 29 “FINANCIAL REPORTING IN HYPERINFLATIONARY
ECONOMIES”
The Group operates in Argentina through its two subsidiaries Tecno Accion SA and Tecno Accion Salta
SA. Since the third quarter of 2018, the cumulative 3-year inflation index in Argentina has exceeded
100% and the country is now considered as a hyperinflationary economy for accounting purposes under
IAS 29. The Group applied, for the first time in the nine months of 2018, IAS 29 and restated to current
purchasing power in the financial statements (transactions and non-cash balances) of the above
subsidiaries that use ARS as functional currency and present their financial statements at historical cost.
The restatement was made using the (IPIM) Internal Index Wholesale Prices and applied pursuant to
IAS 29, as if Argentina has always been a hyperinflationary economy.
Since the first semester of 2022, the cumulative 3-year inflation index in Turkey has exceeded 100%
and the country is now considered as a hyperinflationary economy for accounting purposes under IAS
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
244
29. The Group applied, for the first time in the six months of 2022, IAS 29 and restated to current
purchasing power in the financial statements (transactions and non-monetary balances) of its
subsidiaries BILYONER INTERAKTIF HIZMELTER AS GROUP and INTELTEK INTERNET AS that use TRY
as functional currency and present their financial statements at historical cost.
The result (after the relevant consolidation eliminations) from the restatement of the non-cash assets,
liabilities and transactions of 2023 following the application of IAS 29 amounted to a gain of €7.172
thousand (31/12/2022: €15.380 thousand) and was recorded in the Income Statement (line
“Gain/(loss) on net monetary position”). The major of part of this gain, amount €6,2 million
(31/12/2022: €16,3 million) comes from our subsidiary in Turkey BILYONER INTERAKTIF HIZMELTER
AS GROUP, as in the reporting period it had a net financial liability mainly due to the license expiring in
2029 (IAS 29, par. 27), with a significant portion of which remaining unpaid on 31/12/2023.
The conversion FX rates of the financial statements of the above subsidiaries were:
Statement of Financial Position
:
31/12/2023
31/12/2022
Change
EUR / TRY
32,65
19,96
63,6%
EUR / ARS
894,54
189,70
371,6%
Income statement
:
AVG 1/1-
31/12/2023
AVG 1/1-
31/12/2022
Change
EUR / TRY¹
32,65
19,96
63,6%
EUR / ARS ¹
894,54
189,70
371,6%
1
The Income Statement of the twelve-month period of 2023 and 2022 of the Group's subsidiaries operating in Argentina
and in Turkey converted at the closing rate of 31/12/2023 and 31/12/2022 instead of the Avg. 1/1-31/12/2023 and
Avg.1/1-31/12/2022 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.
2.35 COMPARABLES
In the presented data of the previous years, there were limited adjustments/reclassifications for
comparability purposes, with no significant impact on “Equity”, “Sale Proceeds” and “Profit / (loss) after
tax” of the Group and the Company.
2.36 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS
Income Statement
Below are the most significant fluctuations in the Group's Income Statement for the period 1/1-
31/12/2023 compared to 1/1-31/12/2022:
Sale proceeds
Total revenue decreased by €28,8 million, in the twelve months period ended December 31, 2023. The
main factors that drove top line performance per Business Activity are:

€-60,9 mil. (-68,2%) from our Licensed Operations (B2C) activity line with decrease arise from:
•
License expiration in Malta (€-43,9m) that took place early July 2022 and
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
245
•
Lower revenue in Argentina (€-17,0m or -37,5%) following the recent economic reforms in the
country and the decision by new government to devalue peso by over 50% in the last month of
the year. In local currency, the current year results posted a 194,8% y-o-y increase.

€+21,8m (+43,2%) from our Management (B2B/ B2G) contracts activity line with the variance driven
by:
•
Surplus from our Turkish operations (€+21,2m or +71,5%), driven by Bilyoner’s improved
performance, favored by the growth of the online market. In FY23, the local Sports Betting market
expanded close to 1,9 times y-o-y. Performance in Euro terms was partially mitigated by the
headwinds in Turkish lira (+63,6% Euro appreciation versus a year ago),
•
Increased revenue in Morocco (€+0,5m or +3,5%) and
•
Steady performance in our US Sports Betting contracts (€+0,1m or +2,4%).

€+10,3m (+4,1%) from our Technology and Support Services (B2B/ B2G) activity line, with the
variance driven by:
•
Significantly higher revenue from rest jurisdictions (€+6,1m or +9,8%) triggered by the new
Lottery contract in Taiwan,
•
Increased revenue in Croatia (€+4,0m or +35,2%) as a result of the local market growth,
•
Marginally higher revenue in US operations (€+0,7m or +0,4% y-o-y), despite the effect from the
unfavorable USD movement (2,7% Euro appreciation versus a year ago – in YTD average terms).
In local currency terms, revenue posted an increase of 3,1% and
•
Lower revenue in Australia (€-0,4m or -2,0%) impacted by the negative FX movement (7,4%
Euro appreciation versus a year ago – in YTD average terms
Gross Profit
The gross profit of the period ended 31 December of 2023 amounted to € 145,2 million, compared to
the period ended on 31/12/2022 at € 127,7 million, marking an increase of € +17,5 million (+13,7%).
Other Operating Income
Other operating income from continuing operations was €30,4 million, up by 22,2% (or €+5,5 million),
driven mainly by increased equipment rental income in the US.
Selling Expenses
Selling Expenses partially increased to € 24,4 million in the twelve months ended 31/12/2023, compared
to the twelve months ended 31/12/2022 which amounted to € 21,1 million.
Administrative Expenses
Administrative expenses increased by €8,4 million, or by 11,5%, from €73,1 million in the period 1/1-
31/12/2022 to €81,5 million in the period 1/1-31/12/2023.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
246
Reorganization expenses
There were no reorganization expenses for 2023, compared 2022 which amounted to €1,2 million.
Other operating expenses
Other operating expenses increased by €+2,6 million amounted to €6,7 million in the twelve months ended
on December 31, 2023, compared to 2022 same period which amounted to €4,1 million.
EBITDA
In the twelve months ended in December, 2023, EBITDA from continuing operations reached €129,5
million, an increase of 5,4% (or €+6,6 million) compared to the same period prior year which amounted
to €122,9 million.
Income/(expenses) from participations and investments
Income / (expenses) of participations and investments amounted to net income of €1,7 million in the
period ended in December 2023 from net expenses of €0,9 million the same period prior year.
Gain / (loss) from assets disposal, impairment loss & write off of assets
Gain/(loss) from assets disposal, impairment losses & write-offs of fixed assets amounted to a net loss of
€1,2m, compared to a net profit of €0,6m in 2022. Profits in 2022 are due to a reversal of impairment of
tangible assets by the Group's parent, Intralot SA.
Interest and Similar Expenses
Interest and similar expenses increased by €+2,8 mil in relation to the previous year. During 2023 they
amounted to €41,8 million compared to 2022 amounted of €38,9 million.
Interest and Related Income
Interest and related income increased by €+3,9 million, from €2,2 million in the period 1/1-31/12/2022
to € 6,1 million in the period 1/1-31/12/2023.
Exchange Differences
The positive impact of exchange differences (€+0,2 million compared to 2022), is a result of the valuation
of cash in foreign currency different from the operating currency of each company, the valuation of trade
balances and loan liabilities of various subsidiaries of the Group
.
Profit / (loss) from equity method consolidations
Consolidation of associates and joint ventures through the equity method remained unchanged, exhibiting
a slight increase from a profit of €0,2 million for period 1/1-31/12/2023, with profits of €0,3 in the period
1/1-31/12/2022 mainly from the Group's affiliates in Asia.
Taxes
Taxes in the period 1/1-31/12/2023 amounted to €19,7 million, versus €10,8 million in the period 1/1-
31/12/2022.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
247
Net Monetary Position
Net Monetary Position of the Group presented a decrease of €-8,2 million from gains of € 15,4 millions in
the period 1/1-31/12/2022 to gains of €7,2 million in the period 1/1-31/12/2023, due to the adoption of
IAS 29 in our subsidiaries in Turkey and Argentina.
Further analysis for the accounts Group Income Statement for the period 1/1-31/12/2023 compared to
1/1-31/12/2022 is provided in the ANNUAL Group Management report (“INTRALOT Group MANAGEMENT’S
DISCUSSION & ANALYSIS”) that has been posted in the website
www.intralot.com
.
Statement of Financial Position
No significant reclassifications were made to the Group's statement of financial position as of 31/12/2023
compared to the 31/12/2022, except from those mentioned in note
2.35
.
2.37 MACROECONOMIC ENVIRONMENT
ECONOMIC CONDITIONS
Following a comprehensive operational restructuring and repositioning of the business, EBITDA margins
have been experiencing a significant expansion which is still underway. Leveraging long-term relationships
along with innovative technology will allow the Company to capitalise on new growth opportunities.
Global economy shows signs of stabilization with growth remaining in positive ground and inflation
declining. Disinflation is expected to have positive impact on interest rates and effectively on the cost of
debt of the Company. On the other side geopolitical risks remain, particularly in relation to the ongoing
conflict in the Middle East and Eastern Europe. Intralot Group does not have direct or indirect exposure in
above mentioned regions.
Despite all the challenges in past few years, gaming industry is recording above average growth in most
of the regions, showing resilience to macroeconomic and geopolitical conditions.
The Management of the Company closely monitors developments, both geopolitical and in global economy,
and is ready to take all the necessary measures for protecting its operations.
2.38 SUBSEQUENT EVENTS
On January 19, 2024 INTRALOT announced the extension of the contract between INTRALOT Maroc, a
subsidiary of the INTRALOT Group, and La Marocaine Des Jeux et des Sports (MDJS), a state lottery
offering sports betting and other games of chance in Morocco, for up to two additional years. The
contract is now due to expire on 31.12.2025.
On February 28, 2024 INTRALOT announced that, following the completion of the Public Offering on
23.02.2024 and based on the aggregated allocation results produced using the Electronic Book-Building
Service of the Athens Exchange, 130.000 dematerialized common registered bonds of the Company
with a nominal value of €1.000 each (the “Bonds”), and a five (5) years maturity period, were allocated
and as a result funds of €130 mil. were raised. The total valid demand from investors that participated
in the Public Offering was €201,87 mil. The broad demand from investors resulted in an oversubscription
of the Public Offering by 1,55 times, while the total number of participant investors was 5.467. The
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
248
offering price of the Bonds is at par, namely at €1.000 per Bond. The final yield of the Bonds was set at
6,0% and the Bonds’ interest rate at 6,0% per annum.
On March 1, 2024 INTRALOT announced that the signing of a new agreement with Magnum Corporation
Sdn Bhd, a leading gaming company in Malaysia. This agreement follows the successful outcome of an
international call for tenders issued by Magnum Corporation in 2022. The term of the new agreement is
for seven (7) years, with an option for two extensions of five (5) years each, thereby providing the
opportunity for another seventeen (17) years of strategic and productive collaboration with Magnum
Corporation.
On March 14, 2024 INTRALOT announced the signing of a sub-contracting agreement with FanDuel, one
of the leading providers of sports betting services in the US, and a related contract amendment with the
Washington, D.C. Lottery for the relevant services through the retail network and through the online
channel. The agreement provides for a guaranteed minimum annual revenue for the Lottery.
On March 15, 2024, INTRALOT SA informed the investor community that, its 100% subsidiary INTRALOT
CAPITAL LUXEMBOURG SA completed the early partial redemption of EUR 130.000.000 in principal
amount, plus accrued interest, of the outstanding 5,250% Notes due September 2024, with the previous
outstanding balance of EUR 229.568.000. The principal amount was repaid with the use of funds raised
from the recent issuance of a common bond loan by INTRALOT, in accordance with the provisions of the
respective prospectus. Following the partial redemption, the outstanding balance now amounts to EUR
99.568.000.
On March 19, 2024 INTRALOT announced that the maturity date of the credit agreement signed on July
28, 2022 by and between its US subsidiary Intralot, Inc. with KeyBank National Association Inc. as
Administrative Agent and a syndicate of US financial institutions is extended for one additional year. The
maturity date of this credit agreement is now July 27, 2026, while its remaining terms remain unchanged.
On March 28, 2024, INTRALOT announced the completion of the process of issuing a Syndicated Bond
Loan of up to €100 million with a consortium of five Greek banks, organized by Piraeus Bank and National
Bank, while the disbursement of the total amount provided by the Contract took place on the same day.
Also, on March 29, 2024, INTRALOT announced its decision to proceed on April 9, 2024, with the early full
repayment in principal amount of €99.568.000, plus interest, of the outstanding bonds of 5,250% issuance
by its subsidiary Intralot Capital Luxembourg SA, maturing in September 2024. The total amount will be
repaid with the funds raised from the aforementioned Syndicated Bond Loan Agreement, based on the
anticipated uses outlined therein. With this repayment, the entire aforementioned bonds maturing in
September 2024 will be fully redeemed.
There are no other significant events subsequent to the date of the financial statements, which concern
the Group and the Company and for which relevant disclosure is required in accordance with the
International Financial Reporting Standards (IFRS).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
249
Peania, March 29, 2024
THE CHAIRMAN OF THE BOD AND
GROUP CEO
THE DEPUTY CHIEF EXECUTIVE OFFICER
AND MEMBER OF THE BOD
S.P. KOKKALIS
ID. No. A
Ι
091040
C.D. SFATOS
ID. No.
AH 641907
THE GROUP CFO
THE GROUP ACCOUNTING DIRECTOR
A. A. CHRYSOS
ID No. AK 544280
V. A. VASDARIS
ID. No. X 082228
H.E.C. License
No. 00949/ A' Class
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
250
REPORT ON THE USE OF THE FUNDS RAISED FROM THE SHARE CAPITAL INCREASE WITH
CASH PAYMENT UNTIL 31.12.2023
According to the provisions of Articles 4.1.2, Part A of Decision 25/17.07.2008 of the Hellenic Capital
Market Commission and Decision 8/754/14.4.2016 of the Board of Directors of the Hellenic Capital Market
Commission, as amended, an increase of the share capital of "INTRALOT S.A. - INTEGRATED LOTTERY
SYSTEMS AND SERVICES" (hereinafter the "Company") was carried out with cash payment and with a
pre-emption right in favor of the existing shareholders of the Company, in a ratio of 0,626812359123923
new shares for each old share of the Company, based on the decision of the Company's board of directors
of 02.10.2023, in accordance with the provisions of Article 24 paragraph 1(b) of Law 4548/2018, pursuant
to the authority granted to the board of directors by the ordinary general meeting of the Company's
shareholders on 30.08.2023, and total funds raised in the amount of €130.000.000,18. From the share
capital increase, 232.758.621 new common shares were issued with an issue price of €0,58 each and a
nominal value of €0,30 each, which were listed for trading in the Main Market of the Athens Stock Exchange
on 08.11.2023, following the approval of the Listings and Market Operation Committee of the Athens Stock
Exchange during its meeting on 07.11.2023. The certification of the timely and complete payment of the
total amount of the Increase of Share Capital by the Board of Directors of the Company took place on
30.10.2023. Until 31.12.2023, the raised funds were allocated according to the use specified in the
Prospectus Memorandum, which was approved by the Capital Markets Commission's Board of Directors on
05.10.2023. The table below shows the allocation of the funds raised (amounts in thousands €) until
31.12.2023.
Table of Utilization of Funds Raised from the Share Capital Increase
for the period 30.10.2023 to 31.12.2023
S/N
Use of Proceeds
Funds raised
(in thousand
€)
Funds used (in thousand €)
Up to
31/12/2023
Remaining for use
after 31/12/2023
Note
1
Financing of subsidiaries through
repayment of intra-group loans so
as for "Intralot Capital Luxembourg
SA" ultimately to repay part of the
Senior Notes due 2024 according to
the process described in Note 1
below
126,000
126,000
0
1
2
Working Capital financing
4,100
4,100
0
2
3
Estimated Issue Expenses
4,900
3,890
1,010
Grand Total
135,000
133,990
1,010
Notes:
1.
An amount of 126.000 thousand Euro was utilized for the early partial redemption of the Senior Notes
due 2024 according to the relevant reference in the Prospectus. Specifically, on 14.11.2023 “Intralot
Capital Luxembourg SA” completed the early partial redemption of 126.000 thousand Euro, in
principal amount, plus accrued interest. The amount of 126.000 thousand Euro was directed to
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
251
“Intralot Capital Luxembourg SA” as follows:
On 30.10.2023, the Company repaid part of an existing outstanding intra-group zero coupon bond
amounting 126.000 thousand Euro to its subsidiary “Intralot Finance UK”. Following this, on
30.10.2023 “Intralot Finance UK”, repaid part of existing outstanding intra-group loans to “Intralot
Capital Luxembourg SA” amounting 126.000 thousand Euro and ultimately “Intralot Capital
Luxembourg SA” redeemed on 14.11.2023 an amount of 126.000 thousand Euro of the Senior Notes
due 2024 leaving, after the redemption, an outstanding amount of 229.568 thousand Euro.
2.
Issue expenses until 31.12.2023 amounted to 3.890 thousand Euro, while an amount of 4.100
thousand Euro was used for working capital purposes as per relevant provisions described in the
Prospectus.
Peania, 29 March 2024
THE CHAIRMAN OF THE BOD AND
GROUP CEO
THE DEPUTY CHIEF EXECUTIVE OFFICER
AND MEMBER OF THE BOD
S.P. KOKKALIS
ID. No. A
Ι
091040
C.D. SFATOS
ID. No.
AH 641907
THE GROUP CFO
A. A. CHRYSOS
ID No. AK 544280
Report on factual findings from the agreed-upon procedures on the
Report of Use of Funds Raised
To the Board of Directors of the Company INTRALOT SA
Purpose of this agreed-up procedures report and restriction on use or distribution of the report
The purpose of our report is exclusively to provide to the Board of Directors (hereinafter the
"Management") of INTRALOT S.A. (hereinafter "the Company") our findings regarding the
execution of the below agreed-upon procedures in the context of the regulatory framework of the
Athens Stock Exchange as well as the relevant legislative framework of the Capital Market
Commission, on the Report on Use of Funds raised from the Share Capital Increase with cash
payment (hereinafter “the Report”) carried out in accordance with the decision of the Board of
Directors of the Company from 02.10.2023 and in accordance with the decision approving the
content of the Prospectus by the Board of Directors of the Capital Market Commission with its
meeting No. 997/05.10.2023.
This Report is addressed exclusively to the Company's Board of Directors in the context of
compliance with its obligations to the current Regulatory Framework of the Athens Stock
Exchange. Therefore, this report may not be used for any other purpose, since it is limited only to
the information mentioned above and does not extend to does not extend to any financial
statements prepared by the Company for the year ended December 31, 2023, for which we have
issued a separate Audit Report dated April 29, 2024.
Responsibilities of Management
The Company's Management has acknowledged with the engagement letter dated 23/11/2023
that the agreed-upon procedures are appropriate for the purpose of the engagement.
The Company's Management is responsible for the preparation of the aforementioned Report in
accordance with the applicable regulations of the Athens Stock Exchange and the Capital Market
Commission and in accordance with the provisions of the Prospectus of October 5, 2023.
Auditor’s Responsibilities
We have conducted the agreed-upon procedures engagement in accordance with the
International Standard on Related Services (ISRS) 4400 (Revised), Agreed-Upon Procedures
Engagements. An agreed- upon procedures engagement involves our performing the procedures
that have been agreed with the Company, and reporting the findings, which are the factual results
of the agreed-upon procedures performed. We make no representation regarding the
appropriateness of the agreed-upon procedures.
This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do
not express an opinion or an assurance conclusion. Had we performed additional procedures,
other matters might have come to our attention that would have been reported.
Professional Ethics and Quality Control
We have complied with the ethical requirements ethical requirements of the International Code
of Ethics for Professional Accountants of the International Ethical Standards Board for Professional
Accountants (including the International Standards of Independence) (IESBA Code) and the
independence requirements in Part 4A of the IESBA Code. For the purpose of this engagement,
there are no independence requirements with which we are required to comply.
Our firms apply International Standard on Quality Management (ISQM) 1, “Quality Management
for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and
Related Services Engagements”, and accordingly, maintain a comprehensive system of quality
management including documented policies and procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Procedures and Findings
We have performed the procedures described below, which were agreed with the
Company's Management, in the terms of the engagement letter dated 23/11/2023.
Procedures
Findings
1.
We compared the amounts referred to as
payments (Funds used (in thousand €) Up to
31/12/2023) in the Table of Utilization of Funds
Raised from the Share Capital Increase for the
period from 30.10.2023 till 31.12.2023 in the
Report
against
the
corresponding
amounts
recorded in the Company's books and records,
during the period referred to.
The amounts shown as payments in the Report,
by category of use, are derived from the books
and records of the Company, during the period
referred to.
2
We inspected the completeness and consistency
of the content of the Report to the Prospectus
dated 05.10.2023 issued by the Company for this
purpose, as well as to the relevant decisions and
communications of the governing bodies of the
Company.
The content of the Report includes at least the
information required for this purpose by the
regulatory framework of the Athens Stock
Exchange as well as the relevant legislative
framework
of
the
Hellenic
Capital
Market
Commission and is consistent with the referent in
the Prospectus dated 05.10.2023 issued for this
purpose
and
the
relevant
decisions
and
communications of the governing bodies of the
Company.
Athens, March 29, 2024
The Certified Public Accountants
Anastasios F. Dallas
Panagiotis Noulas
SOEL Reg. No. 27021
SOEL Reg. No 40711
SOL S.A.
Member of Crowe Global
3, Fok. Negri Street, 112 57
Athens, Greece
Institute of CPA (SOEL) Reg. No. 125