EPH Financing International, a.s.
 
Annual Financial Report
 
for the period from 6 September 2023
 
to 31 December 2023
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Table
 
of Contents
I.
Auditor’s Report
II.
Text part of the financial annual report
 
III.
Management statement
IV.
Report on Relations
 
V.
Report of the Board of Directors
VI.
Financial statements for the period from 6 September to 31 December 2023
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
I.
Auditor’s Report
 
 
 
image_0
 
Deloitte Audit s.r.o.
Churchill I
Italská 2581/67
120 00 Prague 2 – Vinohrady
Czech Republic
Tel: +420 246 042 500
DeloitteCZ@deloitteCE.com
www.deloitte.cz
Registered by the Municipal
Court in Prague, Section C,
File 24349
ID. No.: 49620592
Tax ID. No.: CZ49620592
INDEPENDENT AUDITOR’S REPORT
To
 
the Shareholders of
 
EPH Financing International,
 
a.s.
Having its registered office at: Pařížská
 
130/26, Josefov,
 
110 00 Prague 1
Opinion
We have audited the
 
accompanying financial statements
 
of EPH Financing International, a.s. (hereinafter also
 
the
“Company”) prepared on the basis of International Financial Reporting Standards (IFRS® Accounting Standards) as
adopted by the European Union, which comprise the statement of financial position as at 31 December 2023, and
the
 
statement
 
of
 
comprehensive
 
income,
 
statement
 
of
 
changes
 
in
 
equity
 
and
 
statement
 
of
 
cash
 
flows
 
for
 
the
period from
 
6 September
 
2023 to
 
31 December
 
2023, and
 
notes to
 
the financial
 
statements,
 
including material
accounting policy information.
In
 
our
 
opinion,
 
the
 
accompanying
 
financial
 
statements
 
give
 
a
 
true
 
and
 
fair
 
view
 
of
the
 
financial
 
position
 
of EPH Financing International, a.s. as at 31 December 2023, and
 
of its financial performance and its cash flows for
the period
 
from
 
6 September
 
2023 to
 
31 December
 
2023 in
 
accordance
 
with International
 
Financial Reporting
Standards as adopted by the European
 
Union.
Basis for Opinion
We
 
conducted
 
our
 
audit
 
in
 
accordance
 
with
 
the
 
Act
 
on
 
Auditors,
 
Regulation
 
(EU)
 
No.
 
537/2014
 
of
 
the
 
European
Parliament
 
and
 
the
 
Council,
 
and
 
Auditing
 
Standards
 
of
 
the
 
Chamber
 
of
 
Auditors
 
of
 
the
 
Czech
 
Republic,
 
which
 
are
 
International
 
Standards
 
on Auditing
 
(ISAs), as
 
amended by the related
 
application
 
guidelines. Our
 
responsibilities
under
 
this
 
law
 
and
 
regulation
 
are
 
further
 
described
 
in
 
the
 
Auditor’s
 
Responsibilities
 
for
 
the
 
Audit
 
of
 
the
 
Financial
Statements section of our
 
report. We are independent
 
of the Company in accordance
 
with the Act on Auditors and the
Code
 
of Ethics
 
adopted
 
by
 
the Chamber
 
of
 
Auditors
 
of
 
the
 
Czech
 
Republic
 
and
 
we
 
have
 
fulfilled
 
our
 
other
 
ethical
responsibilities in accordance with
 
these requirements. 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
 
judgment,
 
were
 
of
 
most
 
significance
 
in
 
our
 
audit
of the financial
 
statements
 
of
 
the
 
current
 
period.
 
These
 
matters
 
were
 
addressed
 
in
 
the
 
context
 
of
 
our
 
audit
of the financial statements
 
as a whole,
 
and in forming
 
our opinion thereon,
 
and we do
 
not provide
 
a separate opinion
on these matters.
As
 
stated
 
in
 
Note
 
1
 
to
 
the
 
financial
 
statements,
 
General
 
Information,
 
the
 
Company
 
was
 
founded
 
by
 
Energetický
 
a
 
průmyslový
 
holding, a.s.
 
for
 
the
 
purpose
 
of
 
obtaining
 
funds
 
in
 
the
 
form
 
of
 
subscription
 
of
 
bonds
 
and
managing
 
these bonds.
 
The
 
funds obtained
 
from the
 
subscription
 
of bonds
 
were
 
provided
 
to
 
the parent
 
company
 
Energetický
 
a průmyslový
 
holding, a.s.
 
– in
 
the form
 
of a
 
loan and
 
further distributed
 
to operating
 
companies
 
of the
Energetický a průmyslový holding a.s. group (hereinafter also referred to as the “EPH Group”). Allowances for credit loss
represent the best
 
estimate of expected
 
losses prepared by
 
the Company’s management
 
as of the balance sheet
 
date.
The estimate
 
was established
 
in line
 
with the
 
requirements
 
of IFRS
 
9 Financial
 
Instruments.
 
The expected
 
credit loss
impairment model uses the principle of
 
double measurement, where
 
the allowance for impairment
 
losses is measured
either as
 
twelve-month
 
expected credit
 
losses, or
 
lifetime expected
 
credit losses,
 
depending on
 
whether a
 
significant
increase in credit risk has
 
been identified with respect
 
to the exposure. This
 
area was selected as
 
a key audit matter
 
as
the determination of expected credit loss represents
 
a significant judgement of the Company’s
 
management. The most
significant
 
judgements
 
in
 
the
 
determination
 
of
 
the
 
allowance
 
amount
 
include
 
the
 
assumptions
 
used
 
in
 
the
 
model
 
(e.g. macroeconomic
 
and credit
 
risk parameters),
 
timely identification
 
of exposures
 
with a
 
significant increase
 
in risk
(stage 2) and non-performing exposures
 
(stage
 
3).
 
 
 
In
 
the
 
aforementioned
 
area,
 
our
 
audit
 
procedures
 
included
 
taking
 
inventory
 
of
 
the
 
financial
 
instruments
 
and
 
other
financial assets
 
and testing
 
of the
 
measurement of
 
the gross
 
amount of
 
the receivable.
 
Our procedures
 
also included
inquiries
 
of
 
the
 
management
 
concerning
 
the
 
performance
 
of
 
Energetický
 
a
 
průmyslový
 
holding,
 
a.s.
 
(including
 
its
subsidiaries)
 
and
 
reading
 
the
 
EPH
 
Group’s
 
management
 
meeting
 
minutes.
 
We
 
tested
 
the
 
control
 
pertaining
 
to
 
the
determination
 
of
 
the
 
allowance.
 
We
 
used
 
the
 
work
 
of
 
an
 
internal
 
specialist
 
for
 
the
 
assessment
 
of
 
the
 
expected
 
credit
 
loss
 
impairment
 
model
 
made
 
by
 
the
 
Company’s
 
management,
 
their
 
assumptions
 
and the reliability of
 
these assumptions. The internal specialist
 
tested the reliability of the
 
input data (including assessing
macroeconomic,
 
credit
 
and
 
other
 
risk
 
parameters).
 
The
 
internal
 
specialist
 
additionally
 
assessed
 
the
 
allowance
calculation
 
methodology
 
and
 
evaluated
 
whether
 
the
 
model
 
reflected
 
all
 
relevant
 
risks
 
and
 
whether
 
the
 
model
assumptions were in line with historical results
 
and future outlook.
Other Information in the Annual Financial Report
In
 
compliance
 
with
 
Section
 
2(b)
 
of
 
the
 
Act
 
on
 
Auditors,
 
the
 
other
 
information
 
comprises
 
the
 
information
 
included
 
in the Annual Financial Report other than the financial statements
 
and auditor’s report thereon. The Board of Directors
 
is responsible for the other information.
Our
 
opinion
 
on
 
the
 
financial
 
statements
 
does
 
not
 
cover
 
the
 
other
 
information.
 
In
 
connection
 
with
 
our
 
audit
 
of the
 
financial statements,
 
our responsibility
 
is to
 
read the
 
other information
 
and, in
 
doing so,
 
consider whether
 
the
other
 
information
 
is materially
 
inconsistent
 
with the
 
financial statements
 
or our
 
knowledge obtained
 
in the
 
audit or
otherwise appears to be materially misstated. In addition, we assess whether the other information has been prepared,
in all
 
material respects,
 
in accordance
 
with applicable
 
law or
 
regulation,
 
in particular,
 
whether the
 
other information
complies with
 
law or
 
regulation
 
in terms
 
of formal
 
requirements
 
and procedure
 
for
 
preparing the
 
other information
 
in the context of materiality, i.e. whether any non-compliance
 
with these requirements could influence
 
judgments made
on the basis of the other information.
Based on the procedures performed, to the extent
 
we are able to assess it, we report that:
The
 
other
 
information
 
describing
 
the
 
facts
 
that
 
are
 
also
 
presented
 
in
 
the
 
financial
 
statements
 
is,
 
in
 
all
 
material
respects, consistent with the financial statements;
 
and
 
The other information is prepared in compliance with
 
applicable law or regulation.
In
 
addition,
 
our
 
responsibility
 
is
 
to
 
report,
 
based
 
on
 
the
 
knowledge
 
and
 
understanding
 
of
 
the
 
Company
 
obtained
 
in the audit, on whether the other information contains any material misstatement of fact. Based on the procedures we
have performed on the other information
 
obtained, we have not identified any
 
material misstatement of fact.
Responsibilities of the Company’s Board
 
of Directors and Supervisory Board for the Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance
with International Financial Reporting Standards as adopted by the European
 
Union and for such internal control as the
Board of Directors determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud
 
or error.
In
 
preparing
 
the
 
financial
 
statements,
 
the
 
Board
 
of
 
Directors
 
is
 
responsible
 
for
 
assessing
 
the Company’s
 
ability
 
to
continue
 
as a
 
going concern,
 
disclosing, as
 
applicable, matters
 
related
 
to going
 
concern and
 
using the
 
going concern
basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations,
 
or has
no realistic alternative but to do so.
The Supervisory Board is responsible for overseeing
 
the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit
 
of the Financial Statements
Our objectives
 
are
 
to
 
obtain
 
reasonable
 
assurance
 
about
 
whether
 
the 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
 
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 financial statements.
 
 
 
 
 
As part
 
of an
 
audit in
 
accordance with
 
the above
 
law or
 
regulation,
 
we exercise
 
professional
 
judgment
 
and maintain
professional scepticism throughout the audit. We
 
also:
Identify and
 
assess the
 
risks of
 
material misstatement
 
of the
 
financial statements,
 
whether due
 
to fraud
 
or error,
design
 
and
 
perform
 
audit
 
procedures
 
responsive
 
to
 
those
 
risks,
 
and
 
obtain
 
audit
 
evidence
 
that
 
is
 
sufficient
 
and appropriate to provide a basis for
 
our opinion. The risk of not detecting a material misstatement
 
resulting from
fraud
 
is
 
higher
 
than
 
for
 
one
 
resulting
 
from
 
error,
 
as
 
fraud
 
may
 
involve
 
collusion,
 
forgery,
 
intentional
 
omissions,
misrepresentations, or the override of internal
 
control.
Obtain
 
an
 
understanding
 
of
 
internal
 
control
 
relevant
 
to
 
the
 
audit
 
in
 
order
 
to
 
design
 
audit
 
procedures
 
that
 
are
 
appropriate
 
in
 
the
 
circumstances,
 
but
 
not
 
for
 
the
 
purpose
 
of
 
expressing
 
an
 
opinion
 
on
 
the
 
effectiveness
of the Company’s internal control.
 
Evaluate
 
the
 
appropriateness
 
of
 
accounting
 
policies
 
used
 
and
 
the
 
reasonableness
 
of
 
accounting
 
estimates
 
and related disclosures made by the Board
 
of Directors.
Conclude on the appropriateness of the Board of Directors’
 
use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
 
uncertainty exists related to
 
events or conditions that may
 
cast
significant doubt on the Company’s 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 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
 
to
cease to continue as a going concern.
Evaluate
 
the
 
overall
 
presentation,
 
structure
 
and
 
content
 
of
 
the
 
financial
 
statements,
 
including
 
the
 
disclosures,
 
and whether
 
the financial
 
statements
 
represent the
 
underlying transactions
 
and events
 
in a manner
 
that achieves
fair presentation.
We communicate with the
 
Board of Directors, the Supervisory Board and the
 
Audit Committee 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
 
the
 
Audit
 
Committee
 
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
 
the
 
Board
 
of
 
Directors,
 
the
 
Supervisory
 
Board
 
and
 
the
 
Audit
 
Committee,
 
we
determine those
 
matters
 
that were
 
of most
 
significance in
 
the audit
 
of the
 
financial statements
 
of the
 
current period
and are
 
therefore
 
the key
 
audit matters.
 
We
 
describe these
 
matters
 
in our
 
auditor’s
 
report unless
 
law or
 
regulation
precludes
 
public disclosure
 
about the
 
matter
 
or when,
 
in extremely
 
rare
 
circumstances,
 
we determine
 
that
 
a matter
should not be
 
communicated in our report
 
because the adverse consequences
 
of doing so
 
would reasonably be
 
expected
to outweigh the public interest benefits of
 
such communication.
Report on Other Legal and Regulatory Requirements
In
 
compliance
 
with
 
Article
 
10
 
(2)
 
of
 
Regulation
 
(EU)
 
No.
 
537/2014
 
of
 
the
 
European
 
Parliament
 
and
 
the
 
Council,
 
we
provide the following information in our independent auditor’s report,
 
which is required in addition
 
to the requirements
of International Standards on Auditing:
Appointment of the Auditor and the Period of Engagement
We were
 
appointed as
 
the auditors
 
of the
 
Company by
 
the General
 
Meeting of
 
Shareholders on
 
11 September
 
2023.
This marks our first year serving as the Company’s
 
auditor.
Consistence with the Additional Report to the Audit Committee
We confirm that our audit opinion on the financial statements
 
expressed herein is consistent with the additional report
to the Audit Committee of the Company, which we issued on 26 March 2024 in accordance with Article
 
11 of Regulation
(EU) No. 537/2014 of the European Parliament and the Council.
Provision of Non-Audit Services
We
 
declare
 
that
 
no
 
non-audit
 
services
 
referred
 
to
 
in
 
Article
 
5
 
of
 
Regulation
 
(EU)
 
No.
 
537/2014
of the European Parliament
 
and the Council were
 
provided. At
 
the same time, we
 
did not provide
 
any other non-audit
services
 
to
 
the
 
Company
 
or
 
its
 
controlled
 
entities
 
that
 
are
 
not
 
disclosed
 
in
 
the
 
notes
 
to
 
the
 
Company’s
 
financial
statements.
 
 
 
 
 
image_1
Report on Compliance with the ESEF Regulation
We have
 
conducted a reasonable
 
assurance engagement
 
on the verification
 
of compliance of
 
the financial statements
included
 
in
 
the
 
annual
 
financial
 
report
 
with
 
the
 
provisions
 
of
 
the
 
Commission
 
Delegated
 
Regulation
 
(EU)
 
2019/815
on the European Single Reporting Format that
 
apply to the financial statements (the “ESEF
 
Regulation”).
Responsibilities of the Board of Directors
 
The
 
Company’s
 
Board
 
of
 
Directors
 
is
 
responsible
 
for
 
the
 
preparation
 
of
 
the
 
financial
 
statements
 
in
 
compliance
 
with
the ESEF Regulation. Inter alia, the Company’s
 
Board of Directors is responsible for:
The
 
design,
 
implementation
 
and
 
maintenance
 
of
 
the
 
internal
 
controls
 
relevant
 
for
 
the
 
application
of the requirements of the ESEF Regulation; and
The preparation of all financial statements
 
included in the annual financial report in the valid XHTML format.
Auditor’s Responsibilities
Our task
 
is to
 
express a
 
conclusion whether
 
the financial
 
statements
 
included in
 
the annual
 
financial report
 
are, in
 
all
material respects,
 
in compliance with
 
the requirements
 
of the ESEF
 
Regulation, based
 
on the audit
 
evidence obtained.
Our
 
reasonable
 
assurance
 
engagement
 
was
 
conducted
 
in
 
accordance
 
with
 
the
 
International
 
Standard
 
on
 
Assurance
Engagements 3000
 
(Revised) Assurance
 
Engagements Other
 
Than Audits or
 
Reviews of
 
Historical Financial Information
(hereinafter “ISAE 3000”).
The nature,
 
timing and
 
scope of
 
the selected
 
procedures
 
depend on
 
the auditor’s
 
judgment. A
 
reasonable
 
assurance
is a high level of assurance; however, it is not a guarantee that the examination conducted in accordance with the above
standard will always detect a potentially existing material non-compliance with
 
the requirements of the ESEF Regulation.
As part of our work, we performed the following procedures:
We obtained an understanding
 
of the requirements of the ESEF Regulation;
We obtained
 
an understanding of
 
the Company’s
 
internal controls
 
relevant for
 
the application of
 
the requirements
of the ESEF Regulation;
 
We
 
identified
 
and
 
evaluated
 
risks
 
of
 
material
 
non-compliance
 
with
 
the
 
ESEF
 
Regulation,
 
whether
 
due
 
to
 
fraud
or error; and
Based on this, we designed and
 
performed procedures responsive to those risks and aimed at obtaining a
 
reasonable
assurance for the purposes of expressing our
 
conclusion.
The aim
 
of our
 
procedures
 
was to
 
assess whether
 
all the
 
financial statements
 
included in
 
the annual
 
financial report
were prepared in the valid XHTML format.
We believe that the evidence we have
 
obtained is sufficient and appropriate
 
to provide a basis for our conclusion.
Conclusion
In our opinion,
 
the Company’s financial statements for the
 
period from 6
 
September 2023 to 31
 
December 2023 included
in the annual financial report are, in all material respects, in
 
compliance with the requirements of the ESEF Regulation.
In Prague on
16 April 2024
Audit firm:
Statutory auditor:
Deloitte Audit s.r.o.
registration no. 079
 
David Batal
registration no. 2147
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
image_p8i0
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
II.
Text part of the Financial Annual Report
 
1)
Description of the Company
 
Name:
 
EPH Financing International,
 
a.s. (the “Company” or the “Issuer”)
Registered office:
 
Pařížská 130/26, Josefov, 110 00 Prague 1, Czech Republic
Corporate ID:
 
196 78 135
LEI code:
 
3157003E5A4ZV0JCSM65
Legal status:
 
Joint stock company
Legal system:
 
The Company is established and exists in compliance with
 
the law of the Czech Republic, in
particular Act No. 89/2012 Coll., the Civil Code, as amended (the "Civil Code")
 
and Act No.
90/2012 Coll., on Business Corporations, as amended, (the “Business Corporations
 
Act”),
Act No. 455/1991 Coll., on Trade Licensing, as amended, and Act No. 256/2004 Coll., on
Capital Market Business as amended
Telephone number:
 
+420 232 005 200
Website:
 
www.epholding.cz
EPH Financing International, a.s. was formed on
 
6 September 2023 and was registered in
 
the Register of Companies
held by the Municipal Court in Prague, Section B, Insert 28346.
The annual
 
and semi-annual
 
reports will
 
be published
 
in electronic
 
form on
 
the Company’s website
Investors section, EPH Financing International, a.s. section.
Business activities:
 
Management of own property
The Company was
 
established for
 
the purpose of
 
issue of securities
 
– bonds with
 
fixed interest
 
yield pursuant
 
to a bond
programme (the “Programme”) up
 
to the expected total
 
nominal value of EUR
 
3 billion. The first
 
issue of the bonds
pursuant to the Programme
 
was accepted for trading
 
on the Euronext Dublin
 
regulated market in Ireland
 
in the amount
of EUR 500 million.
 
The trading was initiated on
 
the issue date of
 
6 November 2023. The code
 
of the bonds is
 
ISIN
XS2716891440.
No rating has been allocated to the Issuer. The bonds have the rating of BBB-.
Organisational structure
The sole shareholder of the Company as of 31 December 2023 is:
Interest in the share capital
Voting rights
in EUR thousand
%
%
Energetický a průmyslový holding, a.s.
82
100
100
Total
82
100
100
Shareholders of Energetický
 
a průmyslový
 
holding, a.s. as of 31 December 2023
 
are:
Interest in the share capital
Voting rights
%
%
EP Corporate Group, a.s.
56 plus 1 share
56 plus 1 share
J&T Energy Holding, a.s.
44 less 1 share
44 less 1 share
Total
100
100
The information on
 
the number of shares
 
or similar securities representing
 
a share
 
in the Issuer
 
owned
by
 
persons
 
discharging
 
managerial
 
responsibilities
 
of
 
the
 
Issuer,
 
options
 
and
 
comparable
 
investment
instruments the value of which pertains to shares or similar securities
 
representing a share
 
in the Issuer
as of 31 December 2023 is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Shares or similar securities
 
Options and comparable
investment instruments
Pieces
pieces
Members of the statutory body
-
-
Members of the Supervisory Board
 
-
-
Total
-
-
The Company’s
 
share capital
 
has been paid
 
up in
 
full, is
 
composed of 10
 
ordinary registered shares
 
in certificated
form with
 
a nominal
 
value of
 
EUR 8,200
 
(CZK 200,000
 
thousand). The
 
rights and
 
obligations attached
 
to the
 
ordinary
registered shares are defined in the Business Corporations Act (Act
 
No. 90/2012 Coll., as amended) and in Article 6
of the Company's
 
Articles of
 
Association. The
 
shareholders are
 
entitled to
 
receive dividends
 
and hold
 
1 vote
 
per share
with a nominal value of EUR 8,200 at the Company's general meeting.
The sole shareholder, Energetický a
 
průmyslový holding, a.s.
 
(hereinafter "EPH"), is
 
a joint-stock company, with its
registered
 
office
 
at
 
Pařížská
 
130/26,
 
Josefov,
 
110
 
00
 
Prague
 
1,
 
Czech
 
Republic.
 
The
 
principal
 
activities
 
of
 
EPH
include corporate investment in infrastructure and power industry.
 
In addition to the two main
 
activities, the Group
is engaged in business in a number of other areas, such as logistics and
 
trade brokering.
The ultimate majority owner of EP Corporate Group, a.s.
 
and EP Investment S. à r.l.
 
is Daniel Křetínský, chairman
of the Board
 
of Directors of
 
Energetický a průmyslový
 
holding, a.s. and
 
chairman of the
 
Board of Directors of
 
the
Issuer. The control
 
of the Issuer by indirectly controlling entities
 
is based on the voting
 
share which corresponds to
the
 
share
 
in
 
the
 
Company's
 
share
 
capital.
 
Indirectly controlling
 
entities
 
exercise
 
supervision
 
over
 
the
 
Company's
management through
 
their participation
 
in
 
the
 
general meeting
 
of the
 
parent company
 
Energetický
 
a průmyslový
holding, a.s. Measures taken to ensure that control is not abused are based on generally applicable legal regulations.
The Company has not taken any special step in addition to the generally applicable
 
legal regulations.
The Company
 
is directly
 
owned and
 
controlled by
 
EPH, due
 
to which
 
it is
 
included in
 
the consolidation
 
group of
Energetický a průmyslový
 
holding, a.s.,
 
with its
 
registered office
 
at Pařížská
 
130/26, Josefov, 110 00
 
Prague 1,
 
Czech
Republic, corporate
 
ID: 283
 
56 250.
 
The details
 
contained in
 
the Company's
 
financial statements
 
are thus
 
incorporated
into
 
the
 
consolidated
 
financial
 
statements
 
(or
 
the
 
Consolidated
 
Annual
 
Report)
 
of
 
Energetický
 
a průmyslový
 
holding, a.s.
 
The consolidated
 
annual report
 
can be
 
obtained at
 
the address
 
of Energetický
 
a průmyslový
holding,
 
a.s,
 
or
 
on
 
the
 
website
or
,
 
in
 
the
 
collection
 
of
 
documents
 
relating
 
to
Energetický a průmyslový holding, a.s.
EPH Financing
 
International, a.s.
 
is financially
 
dependent on
 
the parent
 
company EPH
 
as all
 
of its
 
revenues are
 
linked
to the
 
parent company.
 
EPH is
 
a guarantor in
 
the form
 
of financial guarantee
 
for the
 
Company's bond debts
 
under
English law. The Company is not aware of any grounds that such dependence of the EHP Group has been abused.
2)
Corporate Governance
i.
Risks and Risk Management Principles
 
The Company is exposed
 
to a number of risks,
 
primarily those related to
 
regulation and new laws, liquidity
 
risks and
interest rate risks.
Credit risk
Credit risk is the
 
risk of financial loss
 
that is imminent when
 
a counterparty in a
 
financial instrument transaction
 
fails
to meet
 
its contractual
 
obligations. This
 
risk arises
 
for the
 
Company primarily
 
in loans,
 
as the
 
Company provided
 
a
 
loan to
 
the
 
parent company
 
Energetický
 
a průmyslový
 
holding, a.s.
 
The parent
 
company was
 
assigned
 
a BBB-
rating with a
 
stable outlook from
 
S&P Global Ratings
 
Europe Area and
 
Fitch Ratings Ireland
 
Limited. The Company
continuously monitors potential changes in the parent company’s credit risk.
Liquidity risk
Liquidity risk
 
is the
 
risk that
 
the Company
 
will encounter
 
difficulties in
 
meeting the
 
obligations associated
 
with its
financial liabilities that are settled by cash or other financial assets.
 
On
 
a
 
standard
 
basis,
 
the
 
Company
 
ensures
 
that
 
it
 
has
 
sufficient
 
cash
 
and
 
assets
 
within
 
short-term
 
maturity
 
(or maturity corresponding
 
to the maturity
 
of expected
 
expenditure) to
 
meet expected
 
operational expenses
 
for a
 
period
of
 
90
 
days,
 
including
 
settlement
 
of
 
financial
 
obligations;
 
however
 
not
 
to
 
cover
 
the
 
potential
 
impact
 
of
 
extreme
circumstances that cannot reasonably be predicted, such as natural
 
disasters.
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Interest rate risk
 
The Company is exposed
 
to a low risk
 
on interest rate fluctuations
 
in its operations because
 
interest-bearing assets and
interest-bearing liabilities have
 
almost the same
 
maturity dates and
 
are due in
 
the same amount,
 
while reflecting the
form of interest rates, be it fixed interest rates or variable interest
 
rates.
Risk related to the legal, regulatory and tax environment
The legal, regulatory and tax environment in the Czech Republic and Ireland is often subject to
 
changes and the laws
may not be always implemented uniformly by the courts and public
 
authorities.
 
Internal control principles and policies and rules
 
of approach to potential risks arising
 
in connection with the financial
reporting process
The
 
control
 
system
 
includes
 
both
 
internal
 
control
 
mechanisms
 
created
 
within
 
the
 
Company
 
and
 
external
 
control
mechanisms.
 
The
 
internal
 
control
 
system
 
includes
 
control
 
mechanisms
 
created
 
within
 
the
 
Company.
 
It
 
ensures,
evaluates and minimises operational, financial, legal and
 
other risks of the Company. Work procedures are stipulated,
and
 
powers and
 
responsibilities are
 
allocated within
 
the
 
internal control
 
system. Results
 
of
 
the
 
internal control
 
are
objectively and
 
regularly evaluated.
 
In case
 
of any
 
findings, appropriate
 
measures for
 
rectification of
 
the identified
defects are determined. Financial control
 
of the financial reporting
 
process is provided for
 
by responsible employees
as part
 
of internal
 
management in
 
the preparation
 
of operations
 
before their
 
approval and
 
in their
 
course until
 
their
settlement.
The Company keeps double-entry accounting for the accounting
 
entity and the financial reporting process is provided
for by
 
responsible persons.
 
The Company's
 
accounting period
 
coincides with
 
the calendar
 
year; in
 
the first
 
year the
reporting period
 
is from
 
the date
 
of formation
 
on 6
 
September 2023
 
to 31
 
December 2023.
 
The Company complies
with all
 
accounting and tax
 
regulations required by
 
applicable legal regulations.
 
The Company is
 
subject to external
audit and established an audit committee with effect from 15 September 2023.
A
 
more
 
detailed description
 
of
 
risks and
 
management principles
 
is
 
included in
 
Note
 
14 to
 
the
 
financial statements
which are part of this annual report.
ii.
Company’s Bodies
Statutory body of the Company as of 31 December 2023
Acting on
 
behalf of
 
the Company: Members
 
of the
 
Board of
 
Directors may represent
 
the Company
 
in respect
 
of all
matters by two directors always acting on behalf of the Company
 
in dealings with third parties jointly.
Company’s Board of Directors
Daniel Křetínský
 
Chairman of the Board of Directors
Marek Spurný
 
Member of the Board of Directors
Pavel Horský
 
Member of the Board of Directors
The business address of all members of the Board of directors of the Company
 
is as follows: Pařížská 130/26,
Josefov, 110 00 Prague 1, Czech Republic.
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Daniel Křetínský
Daniel Křetínský is
 
the Chairman of
 
the Board
 
of Directors in
 
Energetický a
 
průmyslový holding, EP
 
Infrastructure
and EP Power Europe. In addition, he is a member of the Board of Directors
 
in several subsidiaries of EPH.
 
He
 
holds
 
bachelor's
 
degree in
 
political
 
sciences
 
and
 
a
 
master's
 
degree
 
and
 
a
 
Doctor
 
of
 
Law
 
degree
 
from
 
Masaryk
University in Brno.
Pavel Horský
Pavel
 
Horský is
 
chairman of
 
the risk
 
committee of
 
EPH, also
 
taking posts
 
in
 
Boards of
 
Directors and
 
Supervisory
Boards of
 
several subsidiaries of
 
EPH. He is
 
also a member
 
of the
 
Board of Directors
 
of Energetický
 
a průmyslový
holding,
 
a.s.,
 
EP
 
Infrastructure
 
and
 
EP
 
Power
 
Europe.
 
Before
 
joining
 
EPH,
 
he
 
worked
 
as
 
advisor
 
for
 
market
 
risk
management at the Royal Bank of Scotland.
He holds a master's degree in mathematics and physics from Masaryk University
 
in Brno.
Marek Spurný
Marek Spurný has worked for the EPH Group and its legal predecessors
 
since 2004. As the lead lawyer of the Group,
he
 
is
 
mainly
 
responsible
 
for
 
concluding
 
transactions,
 
legal
 
negotiations
 
and
 
mergers
 
and
 
acquisitions,
 
corporate
restructuring and for the
 
legal support in general
 
and also for
 
the compliance area. Marek
 
Spurný also takes posts
 
in
statutory bodies
 
as a
 
member of
 
the Board
 
of
 
Directors of
 
the parent
 
company Energetický
 
a průmyslový
 
holding,
 
EP Infrastructure or EP Power Europe. Similarly, he also holds positions in bodies of other subsidiaries of the Group.
Before joining
 
the Group,
 
he had
 
worked for
 
the Czech
 
Securities Commission,
 
i.e. the
 
previous authority
 
for regulation
of capital markets in the Czech Republic, for five years.
He graduated from the faculty of law of Palacký University in Olomouc.
The
 
members
 
of
 
the
 
Board
 
of
 
Directors
 
declare
 
that
 
there
 
is
 
no
 
conflict
 
of
 
interests.
 
None
 
of
 
the
 
persons
 
is
 
in
employment relationship
 
with the
 
Company.
 
The members
 
of the
 
statutory body
 
have not
 
received any
 
financial or
non-financial remuneration related to the exercise of their position.
Powers of the statutory body
The Board of Directors
 
is the statutory body
 
of the Issuer and
 
is entitled to act
 
on behalf of
 
the Issuer in all
 
matters and
represents the Company
 
in dealings with third
 
parties, courts and other
 
authorities. The Board
 
of Directors is in
 
charge
of the Company's business management.
The Board of
 
Directors takes decisions
 
concerning all matters
 
of the Company
 
unless they fall
 
within the powers
 
of
the general meeting, the
 
Supervisory Board or other bodies
 
of the Company by law
 
or under the Company's
 
Articles
of Association.
Any member of the Board of Directors may request
 
the Company’s general meeting to give an instruction concerning
the business management; this shall not affect his duty to act with due managerial
 
care.
The Board
 
of Directors
 
provides for
 
proper keeping
 
of accounts,
 
submits annual,
 
extraordinary or
 
interim financial
statements to
 
the general
 
meeting for
 
approval and
 
also a
 
proposal for
 
distribution of
 
profit or
 
settlement of
 
loss in
compliance with the Company’s Articles of Association.
In its activities the
 
Board of Directors adheres to
 
generally applicable legal regulations, decisions and
 
instructions of
the general meeting if they
 
are in compliance with the
 
legal regulations and the Articles
 
of Association as well as
 
their
decisions.
Members of the
 
Board of Directors always
 
attend the general meeting.
 
A member of the
 
Board of Directors is
 
given
the floor whenever he/she requests so.
 
The Board of Directors has a quorum if its meeting is attended by an absolute majority of the directors. The Board of
Directors shall decide by majority of votes of the directors. Every member
 
of the Board of Directors has one vote.
The Company's Board
 
of Directors has
 
3 members. Members
 
are elected and
 
recalled by the
 
general meeting.
 
The term
of office of the members lasts until they are removed by the general meeting.
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Other Company’s Bodies as of 31 December 2023
Supervisory Board
Company’s
 
Supervisory Board
 
Petr Sekanina
 
member of the Supervisory Board
 
The business address of the Supervisory Board member of the
 
Company is as follows: Pařížská 130/26, Josefov,
 
110
00 Prague 1.
The Supervisory
 
Board oversees
 
the exercise
 
of the
 
powers of
 
the Board
 
of Directors
 
and the
 
activities of
 
the Company.
The Company's Supervisory Board has one member.
 
The
 
member
 
of
 
the
 
Supervisory
 
Board
 
declares
 
that
 
there
 
is
 
no
 
conflict
 
of
 
interest,
 
and
 
he
 
is
 
in
 
no
 
employment
relationship with the Company. The member of the Supervisory Board has
 
not received any financial or non-financial
remuneration related to the exercise of his position.
General Meeting
The general
 
meeting is
 
the supreme
 
body of
 
the Company.
 
The Company's
 
shareholders exercise
 
their right
 
to take
part in the Company’s management at or outside the general meeting.
The general meeting power include:
a)
Taking decisions to amend the Articles of Association unless the amendment is made as a result of increase
of the share capital by the Board of Directors authorised to do so or any change taking
 
place based on other
legal facts;
b)
Taking
 
decisions to change
 
the share
 
capital amount and
 
to authorise the
 
Board of Directors
 
to make
 
such
share capital increase;
c)
Taking decisions to allow setting
 
off a cash receivable
 
to be recovered from
 
the Company against
 
a claim for
issue price payment;
d)
Taking decisions to issue convertible or preference bonds;
e)
Appointing and recalling Board of Directors members;
f)
Appointing and recalling Supervisory Board members;
g)
Approving annual, extraordinary or consolidated financial statements or also
 
interim financial statements if
the preparation thereof is imposed by another legal regulation;
h)
Taking decisions to distribute profit or any other own resources or to settle a loss;
i)
Taking
 
decisions to
 
file
 
an
 
application
 
to
 
admit
 
the
 
Company’s
 
participation securities
 
for
 
trading
 
in
 
the
European regulated market or withdraw such securities from trading in
 
the European regulated market;
j)
Taking decisions to wind up the Company and place it into liquidation;
k)
Appointing and recalling a liquidator;
l)
Approving a proposal for distribution of the balance of assets upon liquidation;
m)
Approving transfer or pledging an enterprise or any part thereof which would amount to material
 
change of
the
 
existing
 
structure
 
of
 
such
 
enterprise
 
or
 
material
 
change
 
of
 
the
 
scope
 
of
 
the
 
Company’s
 
business
 
or
activities;
n)
Taking
 
decisions
 
to
 
accept
 
the
 
effects
 
of
 
the
 
conduct
 
performed
 
on
 
behalf
 
of
 
the
 
Company
 
prior
 
to
 
its
incorporation;
o)
Approving a silent partnership agreement, including approval of
 
any amendments to or termination of such
agreement; and
p)
Taking other
 
decisions falling under the Act or the Articles of
 
Association within the powers of the general
meeting.
The general meeting may not
 
reserve taking decision concerning cases that
 
do not fall within its
 
powers by Business
Corporations Act No. 90/2012 Coll. or by the Articles of Association.
The Issuer has a sole
 
shareholder, no general meeting takes
 
place, and the powers of
 
the general meeting are
 
exercised
by the sole shareholder. As such, the sole shareholder assumes the position and the capacity of the general
 
meeting.
 
The general meeting (the
 
sole shareholder) takes
 
decisions by adopting
 
resolutions. The general
 
meeting has a quorum
if shareholders are present holding shares the nominal value
 
or the number of which exceeds 30 per
 
cent of the share
capital. The general meeting takes decisions by a majority of votes of the attending
 
shareholders.
The person with managerial responsibilities is the Board of Directors
 
and the Supervisory Board of the Company.
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Audit Committee
The
 
Issuer established
 
the Audit
 
Committee (the
 
"Committee") with
 
effect
 
from 15
 
September 2023.
 
Pending
appointment of
 
the Audit Committee
 
members such
 
position was
 
exercised by
 
the Company’s Supervisory
 
Board.
The Audit Committee has two independent and three professionally
 
qualified members:
Company’s
 
Audit Committee
 
Václav Moll
 
Chairman of the Audit Committee (independent
)
Jakub Šteinfeld
 
member of the Audit Committee (independent)
Lukáš Jiránek
 
member of the Audit Committee
Position and powers of the Audit Committee
 
The main purpose of the Audit Committee is to
 
supervise over the process of preparing financial statements and
the
 
system
 
of
 
internal
 
control.
 
Furthermore,
 
the
 
Audit
 
Committee
 
is
 
responsible
 
for
 
overseeing
 
the
 
risk
management process.
Without prejudice to
 
the responsibilities of the Company's
 
directors and Supervisory Board members,
 
the Audit
Committee members particularly perform
 
the following activities:
a)
Monitor the effectiveness of internal control and the risk management process;
b)
Monitor the
 
effectiveness of
 
internal audit
 
and its
 
functional independence, if
 
the function
 
of internal
audit is set up;
c)
Monitor the procedure of preparation of financial statements and consolidated financial statements and
submit to the managing or controlling body recommendations to provide for integrity of the systems of
accounting and financial records;
d)
Recommend
 
auditors
 
to
 
the
 
controlling
 
body
 
provided
 
that
 
such
 
recommendation,
 
unless
 
a
 
directly
applicable regulation
 
of the
 
European Union
 
governing specific
 
requirements for
 
mandatory audit
 
of
entities of public interest provides otherwise, is duly justified by such Audit
 
Committee member;
e)
Consider independence of
 
the statutory auditor
 
and auditing company
 
and the provision of
 
non-auditing
services to the entity of public interest by the statutory auditor and auditing
 
company;
f)
Discuss with the auditor any risks
 
endangering his independence and protective measures taken by the
auditor with the objective of alleviating such risks`
g)
Monitor
 
the
 
process
 
of
 
mandatory
 
audit,
 
proceeding
 
from
 
the
 
comprehensive
 
report
 
on
 
the
 
quality
assurance system;
h)
Make
 
statements
 
as
 
to
 
termination
 
of
 
the
 
obligation
 
arising
 
from
 
mandatory
 
audit
 
agreement
 
or
withdrawal from mandatory audit agreement pursuant to Section 17a (1) of Auditors’
 
Act No. 93/2009
Coll.;
i)
Consider whether the
 
auditing order is subject
 
to review of quality
 
management of the auditing
 
order by
another statutory auditor
 
carrying out auditing activity
 
in his own
 
name and on
 
his own account
 
or by
the auditing
 
company pursuant
 
to Article
 
4(3), subparagraph
 
1 of
 
Regulation of
 
the European
 
Parliament
and the Council (EU) No. 537/2014;
j)
Inform the controlling
 
body concerning the outcome
 
of the mandatory
 
audit and his
 
findings from the
overseeing the mandatory audit process;
k)
Inform
 
the
 
controlling
 
body
 
as
 
to
 
how
 
the
 
mandatory
 
audit
 
contributed
 
to
 
ensuring
 
integrity
 
of
 
the
systems of accounting and financial records;
l)
Take
 
decisions to
 
continue to
 
carry
 
out
 
the
 
mandatory
 
audit
 
by
 
the
 
auditor
 
pursuant to
 
Article
 
4(3),
subparagraph 2 of Regulation of the European Parliament and the Council
 
(EU) No. 537/2014;
m)
Approve the provision of other non-auditing services;
n)
Approve the report
 
on conclusions of tender
 
proceedings in compliance
 
with Article 16
 
of Regulation
of the European Parliament and the Council (EU) No. 537/2014; and
o)
Carry out further
 
powers pursuant to
 
Auditors
Act No. 93/2009
 
Coll. or a
 
directly applicable regulation
of the
 
European Union
 
governing specific
 
requirements for
 
mandatory audit
 
of entities
 
of public
 
interest.
 
 
 
 
 
 
 
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Meetings of the Audit Committee are attended by Audit Committee members. Audit Committee members may
invite other persons
 
to attend the
 
meeting, if they
 
consider it appropriate.
 
Matters discussed at
 
the Committee
meeting are put to the vote and decision
 
is taken by passing a resolution. The Audit
 
Committee has a quorum if
an absolute majority of the Audit Committee members are present at the meeting. Every member has one vote;
in case of a tie, the chairman of the Audit Committee shall have a casting
 
vote.
Audit Committee members are appointed and recalled by the general
 
meeting for an indefinite term.
Apart
 
from
 
the
 
Audit
 
Committee
 
members,
 
the
 
Issuer
 
has
 
not
 
introduced
 
any
 
remuneration
 
system
 
as
 
the
Company has no
 
employees, nor are any
 
persons discharging managerial responsibilities
 
entitled to claim any
remuneration
 
on
 
the
 
grounds
 
of
 
their
 
position.
 
Remuneration
 
to
 
the
 
Audit
 
Committee
 
members
 
is
 
agreed
pursuant to the agreement on performance of duties and in the fixed amount.
Diversity policy
The Company does not apply
 
a diversity policy; nevertheless,
 
when taking positions in
 
its bodies, the Company
approaches all
 
candidates without
 
prejudice, irrespective
 
of their
 
age, sex,
 
religion, ethnic
 
origin, nationality,
sexual orientation,
 
health disability, belief
 
or view
 
of life
 
and exclusively
 
assesses their
 
abilities and
 
professional
competence.
 
The
 
Company
 
believes
 
that
 
a
 
dynamic
 
approach,
 
not
 
linked
 
to
 
any
 
fixed
 
quotas,
 
gives
 
rise
 
to
selection of
 
the candidates of
 
best quality and
 
best ensures accomplishment
 
of the
 
Company's business goals.
The Company consistently
 
abides by all requirements
 
arising from Act No.
 
198/2009 Coll., on
 
Equal Treatment
and on Legal Means of Protection against Discrimination.
iii.
Compliance with the Code of Corporate Governance
Currently,
 
the Issuer abides by
 
and complies with all
 
requirements for corporate governance which
 
are set out
in generally applicable legal regulations of the Czech Republic, in particular the Business Corporations Act. In
its corporate governance,
 
the Issuer does not apply
 
the rules set out in the
 
Code of Corporate Governance of
 
the
Czech Republic (2018, the "Code").
The rules laid down
 
in the Code overlap,
 
to a certain extent,
 
the requirements placed on
 
corporate governance
in generally applicable legal regulations of the
 
Czech Republic. Therefore, one can say that
 
the Issuer actually
abides by certain rules laid down in the Code as of the date of the financial statements;
 
nevertheless, in view of
the fact
 
that the
 
Issuer has
 
not explicitly
 
implemented the
 
rules laid
 
down in
 
the Code
 
in its
 
corporate governance,
the
 
Issuer
 
hereby
 
makes
 
a
 
declaration
 
for
 
the
 
purpose
 
of
 
these
 
financial
 
statements
 
that
 
in
 
its
 
corporate
governance,
 
the Issuer does not apply the rules laid down in the Code as a whole.
3)
Other Information
Information on Fees Paid to the Statutory Auditors
 
In 2023, the following fees were billed to the Company by auditors,
 
including VAT
 
(in EUR thousand):
2023
Audit of the financial statements and the annual report
 
-
Fees billed for other review services, net of VAT
213
Fees billed for tax advisory
 
-
Fees billed for other non-audit services
 
-
Total
213
Fees billed for other review services include a remuneration for agreed procedures relating to the prospectus
 
of
the Issuer for the 1
st
 
issue of bonds.
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Significant legal proceedings
The Company is
 
not and has
 
not been a
 
part to any
 
legal dispute or
 
state, adjudication
 
or arbitration proceedings,
and the Board
 
of Directors does
 
not anticipate participation
 
in legal disputes,
 
state, adjudication or
 
arbitration
proceedings in the foreseeable future.
Significant Contracts
To
 
the knowledge
 
of the
 
Company,
 
there are
 
no significant
 
contracts, other
 
than contracts
 
entered into
 
in the
ordinary course of
 
the business of
 
the Company, that could give
 
rise to a liability
 
or claim on
 
any member of
 
the
EPH group that would be material to the ability of the Company to meet
 
its obligations to bondholders.
Ownership interests that establish a controlling influence of the Company
The Company has no ownership interests.
Organisational units information
In 2023, the Company did not have any organisational unit located abroad.
Acquisition of own shares or own ownership interests
During 2023, no own shares or own ownership interests were acquired.
Research and development expenses
In 2023, the Company did not incur any research and development expenses.
Data on investments in tangible and intangible fixed assets
During 2023, the Company did not make any significant investments
 
in tangible and intangible fixed assets.
Data on activities in the field of environmental protection and labour relations
The Company
 
complies with
 
all legal
 
regulations in
 
the field
 
of environmental
 
protection and
 
complies with
applicable legislation in the field of labour relations.
The Company has no employees.
4)
Financial Situation of the Company
Basic numerical data on the Company's financial management
 
for 2023
In
 
the
 
period
 
from 6
 
September to
 
31
 
December 2023,
 
the
 
Company reported
 
a loss
 
of
 
EUR 443
 
thousand,
primarily
 
due to
 
recognition of
 
an
 
allowance amounting
 
to
 
EUR 410
 
thousand for
 
the loans
 
provided to
 
the
parent company EPH in line with the applied IFRS 9 (described in detail in Note 3 (c). The final balance
 
of the
allowance for the loans amounted to EUR 410 thousand as of 31 December
 
2023.
 
As of 31 December 2023, the financial
 
position of the Company in
 
terms of provision of financing to entities
 
in
the EPH Group is reflected in the total assets of EUR 507,096 thousand of
 
which non-current assets amount to
EUR 501,931 thousand.
 
Non-current financial instruments
 
include the
 
loan principal; its
 
maturity depends on
the
 
bonds’
 
principal
 
maturity,
 
i.e.
 
till
 
13
 
November
 
2028,
 
refer
 
to
 
Note
 
9.
 
Total
 
liabilities
 
of
 
the
 
Company
amounting to EUR
 
502,567 thousand predominantly
 
include issued bonds
 
with the long-term
 
portion of EUR
497,484 thousand.
 
In the reporting period,
 
the Company reports positive
 
equity of EUR 4,529
 
thousand, thanks to the
 
resolution of
the Company’s sole
 
shareholder on
 
the payment
 
over and
 
above the
 
share capital
 
balance of
 
EUR 4,890
 
thousand
in December 2023.
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
No decision
 
having a
 
crucial impact
 
on the
 
Company,
 
or its
 
shareholders,
 
was taken
 
in the
 
reporting period.
Decisions of
 
the Company’s
 
bodies concerned
 
current course
 
of business
 
relating to
 
the reported
 
activities of
the Company and
 
performance of
 
obligations imposed
 
upon those bodies
 
by applicable
 
laws and the
 
Company’s
Articles of Association.
Information on the Anticipated Financial Situation in the Following Year
In 2024,
 
the
 
Company plans
 
to
 
continue its
 
primary activities,
 
i.e.
 
issuance and
 
administration of
 
bonds and
provision of loans/borrowings to entities in the EPH Group. This involves the fact that it expects no significant
changes in
 
the results
 
of the
 
Company,
 
and these
 
will be
 
primarily impacted
 
by the
 
income in
 
the form
 
of interest
on provided loans, expenses
 
relating to issued bonds
 
and potential allowances to provided
 
loans recognised in
line with the rules of IFRS Accounting Standards.
 
5)
Issue of bonds and use of proceeds from their sale
As noted in
 
clause 1 of
 
the Text Part of
 
the Annual Report,
 
the Issuer exists
 
for the sole
 
purpose of issuing
 
bonds
and the
 
object of
 
its core
 
business activities
 
is the
 
provision of
 
loans/borrowings to
 
the entities
 
in the
 
EPH Group.
Hence, the sole
 
source of
 
the Issuer's
 
income consists of
 
repayments of
 
loans/borrowings provided
 
to the entities
in the EPH Group. The Issuer does not engage in any investment
 
activities.
Funds received from the issue of bonds were provided by the
 
Issuer in the form of loans to its sole shareholder,
Energetický a průmyslový holding, a.s., with its registered office at Pařížská 130/26, Josefov, 110 00 Prague 1,
Czech Republic,
 
corporate ID:
 
283 56 250,
 
file number
 
B 21747,
 
administered by
 
the Municipal
 
Court in
 
Prague
(hereinafter “EPH”). The obtained funds were used by EPH in the process
 
of liquidity management of the EPH
Group,
 
including
 
refinancing
 
of
 
other
 
indebtedness
 
of
 
EPH
 
and
 
of
 
the
 
other
 
EPH
 
Group
 
members.
 
Basic
information about the
 
loan agreements is
 
provided in the
 
following section of
 
the Annual Report
 
- IV.
 
Report
on Related Parties (specifically in note V.1.1.).
The Issuer’s financial and economic situation, its business activities, position in the market and ability to repay
its debts from the bonds depends
 
on EPH's ability to repay duly and
 
in time its debts to the
 
Issuer. This ability
depends of
 
the liquidity
 
situation of
 
EPH, which
 
is based,
 
in particular,
 
on business
 
results of
 
its subsidiaries
and on their
 
ability to
 
generate idle
 
funds, on legal
 
and tax regulations
 
and restrictions
 
resulting from
 
contractual
arrangements. Hence,
 
the Issuer
 
is exposed
 
to the
 
secondary risk
 
of dependence
 
on risks
 
relating to
 
the EPH
Group,
 
particularly
 
on
 
risks
 
resulting
 
from
 
regulation
 
and
 
regulatory
 
interventions
 
into
 
the
 
energy
 
market
(regulatory tariffs, capacity
 
payments and similar interventions),
 
from geopolitical situation, technical
 
failures
and
 
shortage
 
of
 
some
 
input
 
commodities,
 
such
 
as
 
natural
 
gas,
 
and
 
from
 
restrictions
 
based
 
on
 
decisions
 
of
regulators.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
6)
General Information on the EPH Group
 
for the period ended
in EUR million
31 Dec 2023
31 Dec 2022
Revenues
24,208
37,122
Operating profit
2,763
3,472
Underlying EBITDA
3,587
Net financial debt
4,828
Total assets
28,873
30,452
 
of which: non-current
15,607
14,966
 
of which: current
13,266
15,486
Total equity
9,210
7,130
Total payables
19,663
23,322
 
of which: non-current
11,331
10,938
 
of which: current
8,332
12,384
Cash flows from operating activities
3,620
2,130
Cash flows from investment activities
(1,332)
(878)
Cash flows from financing activities
 
(1,796)
(744)
The Underlying EBITDA indicator is
 
a principal indicator that
 
the Board of Directors of
 
EPH uses to assess the
performance of
 
its operating
 
segments. The
 
Underlying EBITDA indicator
 
is defined
 
as operating
 
profit plus
depreciation
 
and
 
amortisation,
 
further
 
cleared
 
of
 
any
 
impact
 
of
 
negative
 
goodwill.
 
The
 
calculation
 
of
 
the
Underlying
 
EBITDA
 
and
 
Net
 
financial
 
debt
 
can
 
be
 
found
 
in
 
the
 
Annual
 
report
 
of
 
EPH
 
published
 
at
The information
 
for the
 
period ended
 
31 December
 
2023 in
 
the above
 
table are
 
taken from
 
the
 
consolidated
financial statements of
 
EPH for the
 
year ended 31
 
December 2023 prepared
 
in accordance with
 
the International
Financial Reporting Standards approved for
 
the use in the European Union and
 
audited by Deloitte Audit s.r.o.,
having its
 
registered office
 
at Budova
 
Churchill I,
 
Italská 2851/67,
 
Prague 2
 
Vinohrady, 120 00, Czech
 
Republic,
corporate ID: 496 20 592. The auditor issued an “unqualified” opinion on the
 
financial statements.
 
In
 
2023,
 
total
 
sales
 
of
 
EPH
 
decreased
 
year-on-year
 
by
 
approximately
 
35%
 
which
 
was
 
primarily
 
due
 
to
 
the
flexible
 
energy
 
generation
 
segment
 
which
 
saw
 
a
 
decline
 
resulting
 
from
 
a
 
significant
 
decrease
 
in
 
prices
 
of
commodities during 2023. This development was partially compensated by acquisitions of Dutch power plants
in 2023 and by hedging derivatives. Thanks to this fact, the underlying EBITDA did not decrease year-on-year
so significantly as total sales.
 
i.
Business Overview
Energetický
 
a
 
průmyslový holding
 
is
 
a
 
joint
 
stock company,
 
having
 
its
 
registered office
 
at
 
Pařížská 130/26,
Josefov,
 
110
00
 
Prague,
 
Czech
 
Republic.
 
It
 
was
 
formed
 
on
 
7
 
August
 
2009
 
and
 
recorded
 
in
 
the
 
Register
 
of
Companies on 10 August 2009.
Principal activities of the
 
company include investments in the
 
power sector, gas
 
industry and mining industry,
logistics and hedging transactions.
 
The EPH
 
group (the
 
“EPH Group”)
 
is a
 
leading European
 
energy group
 
operating primarily
 
in Slovakia,
 
the
Czech Republic,
 
Germany,
 
Italy,
 
United Kingdom
 
(including Northern
 
Ireland), Ireland,
 
France, Switzerland
and, starting from 2023 in the Netherlands. It is a vertically integrated energy utility covering a complete chain
of activities in
 
the energy
 
sector.
 
It includes more
 
than 70 entities
 
operating in heat
 
and electricity production
from
 
traditional
 
and
 
renewable
 
sources,
 
including
 
the
 
distribution
 
of
 
these
 
energies,
 
as
 
well
 
as
 
trading
 
with
electricity, gas, their supplies to
 
end customers, coal
 
mining and last
 
but not least
 
in gas industry
 
which involves
primarily transport, distribution and storage of gas.
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
The average
 
number of
 
employees in
 
entities in
 
the EPH
 
Group in
 
the period
 
ended 31
 
December 2023
 
was
10,967.
The EPH Group is
 
internally structured in two
 
main pillars –
 
EP Infrastructure (“EPIF”) which is
 
an umbrella
company
 
for
 
entities
 
operating
 
primarily
 
gas
 
transport,
 
gas
 
and
 
electricity
 
distribution,
 
gas
 
storage
 
and
 
heat
infrastructure, and EP
 
Power Europe (“EPPE”)
 
which is an
 
umbrella company for
 
entities engaging primarily
in
 
electricity
 
production
 
from
 
conventional
 
sources,
 
electricity
 
production
 
from
 
renewable
 
sources
 
and
 
coal
mining.
 
The EPH Group operates in the following segments:
Gas industry
Through the SPP Infrastructure (SPPI; which is part of the EPIF group and where EPIF indirectly holds a 49%
 
investment
 
and
 
full
 
management
 
control)
 
group,
 
it
 
holds
 
a
 
share
 
in
 
gas
 
industry
 
assets
 
which
 
cover
 
the
transmission, distribution
 
and storage
 
of gas.
 
The controlled
 
gas industry
 
assets are
 
one of
 
the largest
 
gas industry
groups in Central
 
Europe, are a
 
key transporter of
 
the Russian natural
 
gas to the
 
EU and are
 
an almost monopoly
distributor of gas to companies and households in Slovakia.
 
Electricity generation
 
Key electricity
 
producers in
 
the EPH
 
Group are
 
modern gas
 
power plants,
 
biomass combustion
 
power plants
and one hard coal power plant in Italy, hard coal, wind
 
and photovoltaic power plants in France, two steam
 
and
gas turbine facility and biomass combustion power plan in the
 
United Kingdom, two power plants in Northern
Ireland, and a
 
steam and gas
 
power plant in
 
Ireland. In Germany, the EPH
 
Group holds the
 
Mehrum power plant
with installed capacity
 
of 690 MWe and Schkopau power
 
plant with net
 
installed capacity of
 
900 MWe. The net
capacity of Italian power plants is 3,913 MWe
 
(and concurrently the EPH Group holds 50% in Ergosud S.p.A.
which owns a
 
gas power plant
 
with the net
 
installed capacity of
 
834 MWe), power plants
 
in the United
 
Kingdom
totalling capacity of 2,610 MWe, power plants in Norther Ireland of 1,343 MWe and power plants in Ireland of
384 MW. In 2023,
 
EPH purchased
 
gas power
 
plants in
 
the Netherlands
 
with the
 
installed capacity
 
of 2,046
 
MWe
(in addition, EPH
 
owns a 50%
 
investment in the
 
Enecogen power plant
 
with the net
 
installed capacity of
 
928
Mwe). The generation of electricity in these entities is concentrated
 
in the EPPE Group.
 
The EPH
 
Group is
 
additionally one
 
of the
 
largest
 
electricity producers
 
(including supporting
 
services) in
 
the
Czech Republic.
 
All power
 
plants of
 
the EPH
 
Group in
 
the Czech
 
Republic work
 
in the
 
co-generation mode
(combined generation) when they produce heat for customers in addition to electricity. All domestic traditional
facilities
 
of
 
the
 
EPH
 
Group
 
also
 
provide
 
supporting
 
services
 
for
 
the
 
transmission
 
power
 
grid
 
in
 
the
 
Czech
Republic. EPH manages the above power plants through the EPIF Group.
 
Distribution and supply of energies
 
Distribution of electricity in
 
Central Slovakia and power
 
supply to end customers
 
in Slovakia is provided
 
by the
EPIF Group through SSE.
 
In the Czech Republic and Slovakia, the EPH Group is a major player in electricity
 
and gas trade and supply to
end customers. Power
 
supply to customers
 
is provided
 
by EP ENERGY
 
TRADING, a.s.
 
(EPET),
 
Dobrá Energie
s.r.o.
 
primarily
 
in
 
the
 
Czech
 
Republic
 
and
 
by
 
SSE
 
primarily
 
in
 
the
 
Slovak
 
Republic.
 
Before
 
mentioned
companies are part of the EPIF Group.
Heat industry
With the total normalised annual supply
 
of heat to Czech end customer of approximately 8 PJ, the
 
EPH Group
is one of the most
 
significant heat suppliers to end customers in the
 
Czech Republic. Co-generation sources of
the EPH Group
 
supply about 150
 
thousand households in
 
the Czech Republic,
 
specifically in Plzeň
 
(Plzeňská
teplárenská),
 
Hradec
 
Králové,
 
Pardubice
 
and
 
Chrudim
 
(Elektrárny
 
Opatovice),
 
Litvínov
 
and
 
Most
 
(United
Energy), and other
 
municipalities.
 
In addition, the heat production
 
plants of the EPH
 
Group in all
 
above cities
and towns
 
supply heat
 
to industrial
 
plants, companies
 
and institutions.
 
EPH manages
 
its heat
 
industry assets
through the EPIF Group.
 
 
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
8
Renewable sources
The EPH Group includes renewable resources with a total current
 
net installed capacity of 66 MWe
 
within the
EPIF Group and another 757 MWe
 
of net installed capacity within the EPPE Group. They include wind power
plants, photovoltaic power
 
plants, biogas power
 
plants and biomass
 
plants generating renewable
 
power in
 
the
Czech Republic, Slovakia, Germany, United Kingdom, Italy and France.
Logistics and trade in power commodities
 
The EPH
 
Group additionally focuses
 
on coal trade,
 
including sale of
 
energy by-products. It
 
is a
 
key player in
the transportation of loose material, in both internal and international
 
transport.
Coal mining
The EPH Group is
 
active in brown coal
 
mining in Germany where
 
the mining company MIBRAG (a
 
member
of the EPPE Group) operates two surface mines
 
(Profen and Vereinigten Schleenhain) in Saxony Anhalt and in
Saxony. As part
 
of the announced transformation strategy, this activity will
 
be transferred to the newly formed
 
EP Energy Transition, a.s. by no later than the end of 2025.
 
EP Energy
 
Transition will
 
focus on
 
the development
 
of renewable
 
energy projects
 
with an
 
estimated totalled
installed capacity
 
of
 
GW.
 
Further, it
 
will replace
 
the existing
 
critical electricity sources
 
in their
 
network by
hydrogen-powered power plants.
 
Last but not least,
 
it will actively work
 
together with trade unions,
 
regions and
governments to ensure that the energy transition process has minimum or no negative
 
impacts on society.
 
ii.
Significant markets where EPH operates
Slovakia
Slovakia
 
has
 
been
 
a member
 
of
 
the
 
European
 
Union since
 
2004.
 
The
 
country has
 
a
 
credit
 
rating
 
of
 
A+/A-1
granted by S&P,
 
A2 granted by Moody’s
 
and A- granted by
 
Fitch. In 2022, the
 
population was 5,429,000 and
its real GDP per capita was EUR 20,197 (https://slovak.statistics.sk/).
 
Czech Republic
The Czech Republic has been
 
a member of the
 
European Union since 2004. The
 
country has a credit rating
 
of
AA- granted
 
by S&P, Aa3 granted
 
by Moody’s and
 
AA- granted
 
by Fitch.
 
In 2022,
 
the population
 
was 10,688,00
and its real GDP per capita was EUR 25,846 (https://www.czso.cz/).
 
Italy
Italy is
 
a founding
 
member of
 
the European
 
Union. The
 
country has
 
a credit
 
rating of
 
BBB granted
 
by S&P,
Baa3 granted by Moody’s and BBB granted by Fitch. In 2022, the population was 58,851,000 and
 
its real GDP
per capita was EUR 33,362 (https://www.istat.it/).
 
United Kingdom of Great Britain and Northern
 
Ireland
The country has a credit rating of
 
AA granted by S&P,
 
Aa3 granted by Moody’s
 
and AA- granted by Fitch. In
2022, the population was 67,509,000 and its real GDP per capita was
 
EUR 38,675 (https://www.ons.gov.uk/).
 
Germany
Germany is
 
a founding
 
member of
 
the European
 
Union. The
 
country has
 
a credit
 
rating of AAA
 
granted by
 
S&P,
Aaa granted by Moody’s and AAA granted
 
by Fitch. In 2022, the population was 84,359,000 and its real GDP
per capita was EUR 42,284 (https://www.destatis.de/).
 
France
France is a
 
founding member
 
of the European
 
Union. The country
 
has a
 
credit rating of
 
AA/A-1+ granted by
S&P,
 
Aa2 granted by Moody’s
 
and AA- granted by Fitch.
 
In 2022, the population was 68,143,000
 
and its real
GDP per capita was EUR 38,729 (https://www.insee.fr/).
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Kingdom of the Netherlands
The Kingdom of the Netherlands is a founding member of the European Union. The country has a credit rating
of AAA/A-1+
 
granted by S&P,
 
Aaa granted by
 
Moody’s
 
and AAA
 
granted by Fitch.
 
In 2022,
 
the population
was 17,591,000 and its real GDP per capita was EUR 54,492 (https://www.cbs.nl/).
The EPH Group additionally operates in Ireland, Switzerland, Slovenia and Poland.
 
iii.
Development in the Energy Sector where the EPH Group operates
 
Most recent development
 
In the first
 
months of 2024, the
 
decrease in European gas
 
prices continued due to
 
high storage levels, reduced
demand and sufficient supply of LNG from Norway. The decline followed a
 
rapid increase in prices
 
in October
2023 caused by a conflict between Israel and Hamas. However, the concerns calmed down in November as the
Israeli
 
gas
 
production
 
returned to
 
normal
 
and the
 
LNG flow
 
became stable
 
compared
 
to
 
the
 
prior
 
year.
 
The
constant demand for gas in
 
Europe resulted in optimal levels
 
of storage during winter which
 
further decreased
prices under
 
the level
 
of EUR
 
30/MWh at
 
the
 
beginning of
 
January 2024.
 
During February
 
2024, the
 
prices
continued its
 
downward
 
trend. Prices
 
of
 
EU
 
emission allowances
 
saw
 
a
 
similar development,
 
reaching their
minimum of EUR 51/t in February 2024.
 
Electricity consumption
The global increase in the
 
demand for electricity slowed down
 
again in 2023. As a
 
result of high inflation and
the
 
economic
 
crisis,
 
wholesale prices
 
increased
 
which negatively
 
impacted
 
the
 
consumer
 
behaviour.
 
In
 
July
2023, the
 
International Energy Agency
 
(IEA) updated its
 
annual prognosis regarding
 
the growth in
 
the global
demand to 1.9% which is under the level of 2.3% of 2022 and under
 
the average of 2.4% from 2015 – 2019.
 
The consumption of energy in
 
Germany, France
 
and the United Kingdom declined by up
 
to 5% in 2023 as
 
the
declines
 
from
 
the
 
second
 
half
 
of
 
2022
 
impacted
 
all
 
2023.
 
It
 
was
 
partially
 
caused
 
by
 
a
 
delayed
 
response
 
of
consumers
 
to
 
a
 
rapid
 
increase
 
in
 
wholesale
 
prices
 
caused
 
by
 
the
 
Russian
 
invasion
 
to
 
Ukraine
 
as
 
well
 
as
government measures for energy savings and potentially permanent decrease in
 
the demand from the industry.
 
Electricity production
 
In 2023, the electricity production in the European Union saw significant changes driven primarily by changes
in
 
consumption,
 
growth
 
of
 
production
 
from
 
renewable
 
sources
 
and
 
renewal
 
of
 
nuclear
 
and
 
hydroelectric
production. The electricity production from fossil fuels decreased year-on-year by 23% and reached more than
a decade
 
low of 681
 
TWh, which however
 
helped to stabilise
 
European gas markets.
 
The gas production
 
saw
the most significant year-on-year decrease in absolute
 
terms in 2023 (decline of 81 TWh); however,
 
its share in
the total
 
heat production
 
mix increased
 
at the
 
expense of
 
black and
 
brown coal.
 
The year
 
2023 also
 
brought
 
a revival of production from nuclear sources, predominantly thanks
 
to France.
 
The production from renewable sources
 
continues its upward trend which
 
was supported by the installation
 
of
solar and wind
 
power plants. The capacity
 
of wind power
 
plants increased by 14%
 
in 2023 while
 
the increase
was especially marked during the
 
fourth quarter due to storm conditions.
 
According to Solar Power Europe,
 
the
capacity of installed solar power plants increased by 56 GW during 2023
 
when the growth rate was above 40%
already three years in a row. The total production of
 
hydro power plants increased by
 
43 TWh although it faced
challenges like drought in the south of Europe.
 
In 2023, European electricity prices saw a significant decrease compared to record values of 2022. The decline
was due to lower
 
prices of gas, decreased
 
heat production and increased production of
 
energy from renewable
sources.
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Coal
On a global scale,
 
the primary demand
 
for energy from
 
coal increased year-on-year
 
by 1.4% in 2023.
 
In Europe,
the demand for coal however
 
decreased by 23% primarily
 
due to a higher
 
production from nuclear power
 
plants
and renewable sources and a permanent decrease in the demand for coal in favour of gas power plants. Thanks
to that,
 
coal prices saw
 
a significant decline
 
from USD 190/t
 
at the beginning
 
of the year
 
to USD 118/t
 
at the
end of December 2023.
 
Natural gas
 
The European
 
demand for
 
natural gas
 
in
 
2023 further
 
decreased year-on-year
 
primarily due
 
to
 
delayed price
effects and
 
higher non-thermal energy
 
production. The
 
demand for
 
gas in
 
the north-western
 
Europe and
 
Italy
dropped
 
year-on-year
 
by
 
another
 
8%
 
to
 
263
 
bcm,
 
which
 
is
 
a
 
16%
 
deficit
 
compared
 
to
 
the
 
average
 
in
 
2018 – 2022. As to the supply of gas, Norway continued to be the
 
main gas supplier to Europe in 2023.
 
European emission allowances
 
The price of European
 
Union allowances (EUA) was
 
EUR 69/t at the
 
end of 2023. The
 
pressure on the decrease
in
 
EUA
 
prices
 
was
 
intensified
 
by
 
three
 
factors.
 
First,
 
the
 
permanent
 
decrease
 
in
 
the
 
demand
 
for
 
electricity
strongly impacts the demand for emission certificates. The European industry issues less allowances due to the
restrictions on their
 
production which results
 
in lower electricity
 
consumption. The demand
 
of the energy sector
for
 
emission
 
certificates
 
was
 
further
 
negatively
 
impacted
 
by
 
a
 
higher
 
electricity
 
production
 
from
 
renewable
sources and
 
energy from
 
nuclear power
 
plants in
 
France. Last
 
but not
 
least, the
 
offer of
 
emission allowances
was supported by the resolution of the European Union to
 
sell the allowances that are to be auctioned between
2027 and 2030 early in
 
order to gain approximately
 
40% of the planned EUR
 
20 billion before 31 August
 
2026.
 
iv.
Information on trends
 
According
 
to
 
the
 
information
 
available
 
to
 
the
 
Company
 
since
 
the
 
publication
 
of
 
the
 
audited
 
consolidated
financial statements of
 
EPH for 2023,
 
there were no
 
significant negative changes
 
in the
 
prospects of the
 
EPH
Group and there were no significant changes in the financial performance
 
of EPH.
 
As
 
of
 
the
 
preparation
 
date
 
of
 
this
 
annual
 
report,
 
the
 
Company
 
is
 
not
 
aware
 
of
 
trends,
 
uncertainties,
 
claims,
obligations or events that
 
would have, with a
 
realistic probability, a significant impacts on
 
the prospects of EPH
for at least the current reporting period.
 
Given that the EPH Group operates
 
in the energy sector, there are a number of factors and
 
trends that may have
an impact on the EPH Group (and therefore indirectly EPH and the
 
Company).
 
In the gas industry,
 
it is possible to see as a recent trend the
 
efforts of the EU to reduce the energy
 
dependence
on the Russian gas and the risk of disruptions
 
in Russian gas supply to Europe which results
 
in the construction
of alternative transport routes and a key role is played by an energy security of the
 
region.
 
From
 
the
 
EPH
 
Group
 
perspective,
 
the
 
trends
 
predominantly
 
focus
 
on
 
the
 
factors
 
determining
 
the
 
price
 
of
electricity and commodities
 
on European markets.
 
The production capacities
 
of the EPH
 
Group are however
 
not
critically dependent
 
on electricity
 
prices thanks
 
to various
 
fuel types
 
and diversified
 
activities of
 
the EPH
 
Group.
The heat distribution is
 
subject to regulation and
 
the heat supply is
 
also impacted by
 
the efforts of the customers
to minimise
 
heat losses
 
in the
 
form of
 
thermal insulation
 
of buildings,
 
search for
 
suitable heating
 
schemes aiming
at heating cost savings, etc.
 
In European energy markets where
 
the Group operates, it actively
 
takes part in ensuring grid
 
stability, as part of
ancillary
 
services
 
and
 
capacity
 
payments
 
for
 
new
 
and
 
existing
 
power
 
plants.
 
These
 
became
 
more
 
important
primarily after the start of the war in Ukraine and related energy crisis.
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
7)
Other external influences
Military operation in Ukraine
In
 
relation
 
to
 
the
 
ongoing
 
war
 
conflict
 
in
 
Ukraine
 
and
 
related
 
sanctions
 
against
 
the
 
Russian
 
Federation,
 
the
Company identified
 
risks and
 
adopted reasonable
 
measures to
 
minimise the
 
impact on
 
its business
 
activities.
Based on available information and
 
current development, the Company
 
continues to analyse the entire
 
situation
and assesses its direct impact on the Company.
 
The management of the Company has considered any potential
effects of the
 
situation on its operations and business
 
and concluded that they do
 
not currently have any
 
major
impact on the
 
financial statements, nor
 
on the going
 
concern assumption in
 
2024. Nevertheless, it
 
is not possible
to exclude any further negative development of this situation which could subsequently
 
have a negative impact
on the Company, its business, financial position, results, cash flow and prospects in general.
image_2
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
III.
MANAGEMENT STATEMENT
Today,
 
the Board of Directors and the Supervisory Board discussed and approved the Annual Financial Report
of EPH Financing International,
 
a.s., (the “Company”) for
 
the period from 6
 
September 2023 to 31
 
December
2023, prepared in accordance with Czech accounting legislation.
The statutory separate
 
financial statements
 
of the Company
 
have been
 
prepared in
 
accordance with International
Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) issued by the Accounting
Standards Board (IASB) as adopted by the European Union.
To the
 
best of our knowledge, the presented Annual
 
Report and Financial Statements give a true
 
and fair view
of the
 
financial position, business
 
activities and results
 
of operations of
 
the Company for
 
the reporting period
and
 
on
 
the
 
prospects
 
for
 
the
 
future
 
development
 
of
 
the
 
financial
 
situation,
 
business
 
activities
 
and
 
results
 
of
operations.
We recommend the annual financial report for adoption and approval at the general meeting.
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
IV.
REPORT ON RELATIONS
 
between the controlling and controlled entities and on the relations between
 
the controlled entity
and other entities controlled by the same controlling entity
 
(related parties)
prepared by the Board of Directors of EPH Financing International, a.s., having
 
its registered office at
Pařížská 130/26, Josefov, 110 00 Prague 1, corporate ID: 196 78 185, pursuant to Section 82 (1) of Act No.
90/2012 Coll., on Business Corporations and Cooperatives, as amended
(the “
Report
”)
__________________________________________________
I.
Preamble
The Report
 
has been
 
prepared pursuant
 
to Section
 
82
 
of Act
 
No. 90/2012
 
Coll., as
 
amended (the
 
Business
Corporations Act
”).
The
 
Report has
 
been submitted
 
for review
 
to
 
the
 
Company’s
 
Supervisory Board
 
in
 
accordance with
 
Section
 
83
 
(1)
 
of
 
the
 
Business
 
Corporations Act
 
and
 
the
 
Supervisory Board’s
 
position will
 
be
 
communicated to
 
the
Company’s General
 
Meeting deciding on the approval
 
of the Company’s
 
general purpose financial statements
and on the distribution of the Company’s profits or the settlement of its loss.
The report was prepared for the period from 6 September 2023 to 31 December
 
2023.
II.
Structure of Relations between Entities
CONTROLLED ENTITY
The controlled
 
entity is
 
EPH Financing
 
International,
 
a.s. having
 
its registered
 
office at
 
Pařížská 130/26,
 
Josefov,
110 00 Praha 1, corporate ID: 196
 
78 185, recorded in the Register of Companies held by the Municipal Court
in Prague, File B, Insert 20854.
 
DIRECTLY
 
CONTROLLING ENTITIES
Energetický a průmyslový holding, a.s.,
 
registered
 
office:
 
Pařížská
 
130/26,
 
Josefov,
 
110
 
00
 
Prague
 
1,
 
Czech
Republic
corporate ID: 283 56 250
INDIRECTLY
 
CONTROLLING ENTITIES
EP Investment S.à r.l.
registered office: 2, Place de Paris, L–2314,
 
Luxembourg
reg. no.: B 184488
EP Corporate Group, a.s.
registered
 
office:
 
Pařížská
 
130/26,
 
Josefov,
 
110
 
00
 
Prague
 
1,
 
Czech
Republic
 
corporate ID: 086 49 197
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
OTHER CONTROLLED ENTITIES
 
The structure of
 
relations of the
 
controlling entity EP
 
Investment S.à.r.l.
 
and groups of
 
controlled entities that
are controlled by this
 
controlling entity is
 
listed in Appendix
 
No. 1 to the
 
Report. The appendix
 
does not include
a complete
 
ownership structure
 
of EP
 
Investment S.à.r.l.,
 
and does
 
not include
 
shareholders who
 
do not
 
hold
controlling shares.
 
III.
Role of the Controlled Entity, Manner and Means of Control
Role of the controlled entity
Administration of own assets
 
Issuance of bonds; and
 
Provision of borrowings, loans or other forms of financing to the related
 
parties.
 
Manner and Means of Control
 
The controlling entity holds a majority share in voting rights in EPH Financing International,
 
a.s. and exercises
decisive influence in EPH Financing International,
 
a.s.
 
IV.
List of Acts in 2023 under Section 82 (2) (d) of Act No. 90/2012 Coll., on Business
Corporations and Cooperatives
 
In the period from 6 September
 
2023 to 31 December 2023,
 
no acts were made at
 
the initiative or in the interest
of the controlling
 
entity relating to
 
assets exceeding 10% of
 
equity of the
 
controlled entity identified from
 
the
most recent financial statements, except for the provided loans and provided payment over
 
and above the share
capital balance in the amount of CZK 120,000 thousand from the shareholder.
 
 
V.
Contracts entered into between EPH Financing International,
 
a.s. and other
related parties
 
V.1.1.
In the period from 6 September 2023 to 31 December 2023, the following contracts entered into
with entities in the Energetický a průmyslový holding, a.s. Group were in effect:
On 15 September
 
2023, Energetický a
 
průmyslový holding,
 
a.s., as the
 
creditor, signed a
 
loan contract with
 
EPH
Financing International, a.s., as the debtor.
 
On 13 November 2023, Energetický a průmyslový holding, a.s., as the debtor, signed a loan contract with EPH
Financing International, a.s., as the creditor.
 
On 20 December 2023, Energetický a průmyslový holding, a.s., as the debtor,
 
signed a loan contract, including
effective amendments, with EPH Financing International, a.s., as the creditor.
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
V.1.2.
In the period from 6 September 2023 to 31 December 2023, the following contracts for the
provision of payment over and above the share capital balance were entered into with entities
in the
 
Energetický a průmyslový holding, a.s. Group:
On
 
20
 
December
 
2023, the
 
contract
 
for
 
provision
 
of payment
 
over
 
and above
 
the
 
share
 
capital
 
balance was
signed between
 
Energetický a
 
průmyslový holding,
 
a.s., as
 
the shareholder
 
and EPH
 
Financing International,
a.s.
V.1.3.
Other contracts effective in the period from 6 September 2023 to 31 December 2023 entered
into between the entities in the Energetický a průmyslový holding, a.s. Group:
On 15 September 2023,
 
contracts for the
 
function were signed
 
between the members
 
of the audit committee
 
and
EPH Financing International,
 
a.s.
 
Financial
 
guarantee
 
for
 
the
 
debts
 
of
 
EPH
 
Financing
 
International,
 
a.s.
 
issued
 
by
 
Energetický
 
a
 
průmyslový
holding, a.s. on 12 October 2023.
V.
1.4.
In the period from 6 September 2023 to 31 December 2023, the following operating contracts
entered into between entities in the Energetický a průmyslový holding, a.s. Group were in
effect:
 
The contract for the provision of professional assistance between EP Investment Advisors, s.r.o., as the service
provider, and EPH Financing International,
 
a.s., as the client, on 6 September 2023.
Sublease
 
contract
 
between
 
EP
 
Investment
 
Advisors,
 
s.r.o.,
 
as
 
the
 
service
 
provider,
 
and
 
EPH
 
Financing
International,
 
a.s., as the client, on 13 October 2023.
VI.
Other Legal Acts Made between EPH Financing International, a.s. and
Other Related Parties
 
Except for the above, there were no other contracts entered into between EPH Financing International, a.s. and
the related parties and no other performance and counter-performance was
 
provided.
 
EPH Financing
 
International, a.s.
 
received and
 
made no
 
other legal
 
acts or
 
measures in
 
the interest
 
or at
 
the
initiative of the related parties.
 
 
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
VII.
Transa
 
ctions, receivables and payables of EPH Financing International,
 
a.s. in
respect of the related parties
 
The receivables and payables of EPH Financing International,
 
a.s. and related parties transactions in the period
from 6 September 2023 to 31 December 2023 are summarised in the
 
below table.
 
Open balances with the related parties as of 31 December 2023
in EUR thousand
Receivables and other financial
assets
 
Payables and other financial
liabilities
 
as of 31 Dec 2023
as of 31 Dec 2023
to the parent company
arising from the provided loan
 
506,395
-
arising from rebilling of costs
 
330
421
Companies controlled by end shareholders
 
arising from rebilling of costs
 
-
-
Total
507,135
421
in EUR thousand
Income
Expenses
as of 31 Dec 2023
as of 31 Dec 2023
to the parent company
arising from the accrued interest to the loan
 
4,526
-
arising from rebilling of costs
8
(2)
Companies controlled by end shareholders
 
-
Total
4,534
(2)
 
image_3
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
VIII.
We hereby confirm that we have included in this Report on
 
relations between related entities of EPH
 
Financing
International,
 
a.s., prepared pursuant
 
to Section 82
 
(1) of the Business
 
Corporations Act (Act
 
No. 90/2012 Coll.,
as amended), for the reporting period from 6 September 2023 to 31 December
 
2023, all information regarding:
contracts between the related parties;
 
performance and counter-performance provided to the related parties;
 
other legal acts made in the interest of these entities; and
 
all measures adopted or made in the interest or at the initiative of these parties.
 
All transactions
 
between EPH
 
Financing International, a.s.
 
and the
 
controlling entity
 
or entities
 
controlled by
the same
 
entity were
 
concluded at
 
arm’s
 
length. The
 
Board of
 
Directors of
 
EPH Financing
 
International, a.s.
declares that EPH Financing International,
 
a.s. incurred no damage
 
as a result of
 
the actions of the
 
controlling
entity
 
or
 
of
 
any
 
entity
 
controlled
 
by
 
the
 
same
 
entity.
 
All
 
transactions
 
between
 
the
 
controlled
 
entity
 
and
 
the
controlling entity/entities controlled by
 
the same controlling entity
 
were concluded under standard
 
contractual
conditions.
EPH Financing International, a.s.
 
incurred no financial damages
 
or benefited from contractual
 
or other relations
with the related parties.
 
image_4
 
 
 
 
 
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Appendix No. 1
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
V.
Report of the Board of Directors on the Company’s Business Activities and
Balance of Assets
 
I.
Statutory bodies of the Company
 
Board of Directors as of 31 December 2023:
 
Daniel Křetínský (Chairman of the Board of Directors)
Marek Spurný (member of the Board of Directors)
Pavel Horský (member of the Board of Directors)
Supervisory Board as of 31 December 2023:
 
Petr Sekanina (member of the Supervisory Board)
II.
Business Activities and Balance of Assets
 
The Company
 
was formed
 
on 6
 
September 2023
 
with a
 
purpose of
 
issuing securities
 
– bonds.
 
The first
 
issue
took place on 13
 
November 2023 when the
 
maximum possible volume of
 
bonds amounting to EUR
 
500 million
due on 13 November 2028 with the code ISIN XS2716891440 was subscribed.
Basic financial data of the Company for 2023
 
In the period from
 
6 September 2023
 
to 31 December
 
2023, the Company reported
 
a loss of EUR
 
443 thousand,
primarily due to the recognition of an allowance amounting to EUR 410 thousand for the loans provided to the
parent company EPH
 
in accordance with
 
the applied IFRS
 
9 (described in
 
detail in Note
 
3 (c) to
 
the financial
statements). The final balance of the allowance for the loans was
 
EUR 410 thousand as of 31 December 2023.
 
As of
 
31 December 2023,
 
the financial
 
position of the
 
Company in
 
terms of
 
the provision
 
of financing to
 
the
entities in
 
the EPH
 
Group is
 
reflected in
 
the total
 
assets of
 
the Company
 
of EUR
 
507,096 thousand
 
of which
non-current assets
 
amount to
 
EUR 501,931
 
thousand. Non-current
 
financial instruments
 
include a
 
loan principal,
the maturity of which is based on the maturity of the principal
 
of the bonds, i.e. till 13 November 2028, refer
 
to
Note 9.
 
Total liabilities of
 
the Company
 
in the
 
amount of
 
EUR 502,567
 
thousand primarily
 
include issued
 
bonds,
of which non-current portion amounts to EUR 497,484 thousand.
 
In the reporting period, the Company reports a positive
 
equity of EUR 4,529 thousand thanks to the resolutions
of
 
the
 
Company’s
 
sole
 
shareholder on
 
the
 
payment
 
over
 
and
 
above the
 
share
 
capital
 
balance of
 
EUR
 
4,890
thousand in December 2023.
 
In the
 
reporting period,
 
no decision
 
was made
 
with a
 
significant impact
 
on the
 
Company or
 
its shareholders.
Decisions
 
of
 
the
 
Company
 
related
 
to
 
general
 
duties
 
relating
 
to
 
the
 
reported
 
activities
 
of
 
the
 
Company
 
and
fulfilment of obligations determined
 
for these bodies by applicable legal regulation and Company’s Articles of
Association.
 
Concept of Company’s activities for 2024:
 
The Company intends to continue its primary activities, which involve the issue and
 
management of bonds and
provision of loans/borrowings
 
to the entities
 
in the
 
EPH Group. This
 
also involves the
 
fact that no
 
significant
changes are expected in the composition of the Company’s results, and these will be primarily impacted by the
income from the interest on provided loans,
 
expenses relating to the issued bonds and
 
potential allowances for
provided loans recognised in accordance with IFRS.
image_5
Annual Financial Report of EPH Financing International,
 
a.s. for the period from 6 September 2023 to 31 December 2023
Since the formation
 
of the Company
 
on 6 September
 
2023, there have
 
been no changes
 
in the composition
 
of
the Company bodies and no changes in the corporate details held
 
in the Register of Companies.
 
III.
Important decisions of the Company’s body
 
In the period from 6 September 2023 to 31 December 2023, no decision
 
was made with a significant impact on
the Company, or its shareholder. The
 
decisions of the
 
Company’s bodies related to
 
common tasks relating
 
to the
activities
 
of
 
the
 
Company and
 
fulfilment
 
of
 
obligations
 
determined
 
for
 
these
 
bodies
 
by
 
the
 
applicable
 
legal
regulations and Company’s Articles of Association.
 
Annual Report of EPH Financing International,
 
a.s. for the period from 6 September 2023
 
to 31 December 2023
VI.
Separate Financial Statements for the period from 6 September 2023 to
 
31 December 2023
EPH Financing International, a.s.
 
Separate Financial Statements
for the period from 6 September to 31 December 2023
in accordance with the International Financial Reporting Standards
 
as adopted with the European Union
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
1
Table
 
of contents
Separate statement of comprehensive income
 
................................................................
 
................................................................
 
............ 2
Separate statement of financial position
 
................................................................
 
................................................................
 
..................... 3
Separate statement of changes in equity
 
................................................................
 
................................................................
 
..................... 4
Separate statement of cash flows
 
................................................................
 
................................................................
 
................................ 5
Notes to the Financial Statements ................................................................
 
................................................................
 
.............................. 6
1.
 
General Information
 
................................................................
 
................................................................
 
.................................... 6
2.
 
Basis of preparation of the separate financial statements
 
................................................................
 
......................................... 10
3.
 
Significant accounting policies
 
................................................................
 
................................................................
 
................. 13
4.
 
Determination of fair value
 
................................................................
 
................................................................
 
....................... 16
5.
 
Cash and cash equivalents ................................................................
 
................................................................
 
........................ 17
6.
 
Trade receivables and other assets (including prepayments) ................................................................
 
.................................... 17
7.
 
Financial instruments and other financial assets
 
................................................................
 
...................................................... 17
8.
 
Equity ................................................................
 
................................................................
 
....................................................... 18
9.
 
Financial instruments and other financial liabilities
 
................................................................
 
.................................................. 19
10.
 
Trade payables and other payables ................................................................
 
................................................................
 
........... 20
11.
 
Income taxation ................................................................
 
................................................................
 
........................................ 21
12.
 
Operating income and expenses
 
................................................................
 
................................................................
 
................ 21
13.
 
Financial income and expenses, profit/loss from financial instruments
 
................................................................
 
.................... 21
14.
 
Risk management and disclosure policies
 
................................................................
 
................................................................
 
.
 
22
15.
 
Related parties ................................................................
 
................................................................
 
.......................................... 28
16.
 
Military operation in Ukraine ................................................................
 
................................................................
 
................... 28
17.
 
Other information ................................................................
 
................................................................
 
..................................... 29
18.
 
Significant post balance sheet events
 
................................................................
 
................................................................
 
........ 29
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
2
Separate Statement of Comprehensive Income
 
in EUR thousand
For the period
Note
from 6 Sept 2023
to 31 Dec 2023
Other operating income
12
8
Other operating expenses (Services)
12
(6)
Subtotal
2
Financial income amortised by the effective interest rate
13
4,547
Financial expenses
13
(4,581)
Change in allowance for financial instruments
 
13
(410)
Operating profit (loss)
(444)
Profit/(loss) before tax
(442)
Income tax expense
11
(1)
Profit/(loss) for the period
(443)
Total comprehensive income or loss for the reporting period
 
(443)
Total comprehensive income or loss attributable to:
Owners of the controlling entity:
Profit/(loss) for the reporting period from continuing operations
 
(443)
Total comprehensive income or loss for the reporting period
 
(443)
Basic and diluted earnings per share from continuing operations
 
in
 
EUR
(44,300)
Total basic and diluted earnings per share
(44,300)
The notes presented on pages 6 to 29 form
 
an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
3
Separate statement of financial position
 
in EUR thousand
Note
as of 31 Dec 2023
as of 6 Sept 2023
Assets
Financial instruments and other financial assets
 
7
501,931
of which to the parent company
 
501,931
Total non-current
 
assets
501,931
Trade receivables and other assets
 
6
354
of which to the parent company
 
330
Financial instruments and other financial assets
 
7
4,464
of which to the parent company
 
4,464
Prepayments and other deferred payments
 
6
Cash and cash equivalents
5
347
82
Total current assets
5,165
82
Total assets
507,096
82
Equity
 
Share capital
8
82
82
Other capital funds
8
4,890
Retained earnings and comprehensive income or loss for the period
 
(443)
Total equity
4,529
82
Payables
Financial instruments and other financial liabilities
 
9
497,484
Total non-current
 
liabilities
497,484
-
Trade payables and other payables
 
10
618
Financial instruments and other financial liabilities
 
9
4,464
Tax payable arising from tax payable
 
11
1
Total short-term payables
5,083
-
Total liabilities
502,567
82
Total equity and liabilities
507,096
82
The notes presented on pages 6 to 29 form
 
an integral part of these financial statements.
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
4
Separate statement of changes in equity
 
in EUR thousand
Share
capital
Other capital
funds
Retained earnings
and
comprehensive
income or loss for
the period
Total equity
Balance at 6 Sept 2023
82
-
-
82
Contributions from owners
4,890
4,890
Total comprehensive
 
income or loss for the reporting
period
 
(Profit or (loss)
-
-
(443)
(443)
Balance at 31 Dec 2023
82
4,890
(443)
4,529
The equity of EUR 4,529 thousand is attributable to owners of the controlling
 
entity.
 
The notes presented on pages 6 to 29 form an integral
 
part of these financial statements.
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
5
Separate cash flow statement
 
in EUR thousand
For the period
Note
 
from 6 Sept 2023
to 31 Dec 2023
OPERATING ACTIVITIES
Profit/(loss) for the reporting period before tax
 
(443)
Income tax on ordinary activities
11
1
Change in allowances
13
410
Net interest income
13
(4)
Operating profit/(loss) before changes in working capital
 
(36)
Change in trade receivables and other assets
 
(90)
Change in trade payables and other payables
 
93
Cash generated from (used in) operating activities
Income from the issue of bonds
 
500,000
Paid transaction fees
 
(1,988)
Loan provided to the parent company
(504,855)
Received transaction fees
2,250
Income tax paid on ordinary activities
 
Cash flows generated from (used in) operating activities
(4,626)
FINANCING ACTIVITIES
Cash investment in equity
 
4,890
Cash flows from (used in) financing activities
4,890
Net increase (decrease) in cash and cash equivalents
 
264
Cash and cash equivalents at the beginning of the year
83
Cash and cash equivalents at the end of the year
347
The notes presented on pages 6 to 29 form
 
an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
6
Notes to the Separate Financial Statements
1.
General Information
EPH Financing
 
International,
 
a.s. (the
 
“Company” or
 
the “Issuer”)
 
was formed
 
on 6
 
September 2023
 
by
being
 
recorded
 
in
 
the
 
Register
 
of
 
Companies,
 
File
 
B
 
28346,
 
held
 
by
 
the
 
Municipal
 
Court
 
in
 
Prague,
corporate ID: 196 78 185, LEI code: 3157003E5A4ZV0JCSM65.
The
 
Company’s
 
principal
 
activities
 
include
 
issue
 
and
 
management
 
of
 
bonds
 
and
 
provision
 
of
loans/borrowings to entities in the EPH Group.
 
The financial statements were prepared for the period from the formation
 
of the Company on 6 September
2023
 
to
 
31
 
December
 
2023
 
(“2023”).
 
The
 
separate
 
statement
 
of
 
financial
 
position
 
for
 
the
 
comparative
reporting period was prepared as of the date when the Company was formed,
 
on 6 September 2023.
 
The
 
annual
 
and
 
semi-annual
 
reports
 
are
 
published
 
in
 
electronic
 
form
 
on
 
the
 
website
 
of
 
the
 
Company:
Investors
 
section,
 
EPH
 
Financing
 
International
 
section.
 
The
 
data
 
in
 
the
 
financial
statements have been reviewed by an auditor.
Company’s
 
registered office
Pařížská 130/26,
 
Josefov, 110 00 Prague 1
Czech Republic
Principal activities:
-
Management of own assets
The
 
Company
 
was
 
established for
 
the
 
purpose
 
of
 
issue
 
of
 
securities
 
 
bonds
 
with
 
fixed
 
interest
 
yield
pursuant
 
to
 
a
 
bond
 
programme
 
(the
 
“Programme”)
 
up
 
to
 
the
 
expected
 
total
 
nominal
 
value
 
of
 
EUR
 
3 billion. The
 
first issue of
 
the bonds pursuant
 
to the Programme
 
was accepted
 
for trading on
 
the Euronext
Dublin regulated market
 
in Ireland in
 
the amount of
 
EUR 500 million.
 
The trading was
 
initiated on the
issue date of 6 November 2023. The code of the bonds is ISIN XS2716891440.
The bonds were allocated the rating of BBB- by Fitch a S&P.
 
Statutory body of the Company as of 31 December 2023
Board of Directors:
 
Daniel Křetínský (Chairman of the Board of Directors)
Marek Spurný (member of the Board of Directors)
Pavel Horský (member of the Board of Directors)
Supervisory Board:
 
Petr Sekanina (member of the Supervisory Board)
There are no conflicts of interest in members of the management and
 
supervisory bodies.
Organisational structure:
The sole shareholder of the Company as of 31 December 2023 is:
Interest in share capital
Voting rights
in EUR thousand
%
%
Energetický a průmyslový holding, a.s.
82
100
100
Total
82
100
100
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
7
Shareholders of Energetický
 
a průmyslový
 
holding, a.s. as of 31 December 2023
 
are
:
Interest in share capital
Voting rights
%
%
EP Corporate Group, a.s.
56 plus 1 share
56 plus 1 share
J&T Energy Holding, a.s.
44 less 1 share
44 less 1 share
100
100
Information on the
 
number of shares
 
or similar securities
 
constituting an interest
 
in the Issuer
 
that are
owned by
 
entities with
 
the management
 
authority of
 
an issuer,
 
on options
 
and comparable
 
investment
instruments the
 
value of
 
which relates
 
to the
 
shares
 
or similar
 
securities constituting an
 
interest
 
in the
Issuer as of 31 December 2023:
 
Shares or similar securities
 
Options and comparable
investment instruments
 
pieces
pieces
Members of the statutory body
-
-
Members of the Supervisory Board
-
-
-
-
The Company
 
is included
 
in the
 
consolidation group
 
of the
 
EPH Group.
 
The Company
 
has no
 
investments
in
 
subsidiaries,
 
associates
 
and
 
joint
 
ventures
 
and
 
therefore
 
does
 
not
 
prepare
 
consolidated
 
financial
statements. The consolidated financial statements of the broadest group of entities for 2023 are prepared
by
 
EP
 
Investment
 
S.
 
à
 
r.l.,
 
having
 
its
 
registered
 
office
 
at
 
Place
 
de
 
Paris
 
2,
 
2314
 
Grand
 
Duchy
 
of
Luxembourg. This company is the ultimate parent company of the Company’s sole shareholder.
 
The sole shareholder, Energetický
 
a průmyslový holding, a.s. ("EPH"), is
 
the joint-stock company,
 
with
its registered
 
office at Pařížská
 
130/26, Josefov, 110 00
 
Prague 1,
 
Czech Republic.
 
The principal
 
activities
of EPH
 
include corporate
 
investment in
 
infrastructure and
 
power industry.
 
In addition
 
to the
 
two main
activities,
 
the
 
Group
 
is
 
engaged
 
in
 
business
 
in
 
a
 
number
 
of
 
other
 
areas,
 
such
 
as
 
logistics
 
and
 
trade
brokering.
The ultimate majority owner of EP
 
Corporate Group, a.s. and EP
 
Investment S. à r.l. is Daniel Křetínský,
chairman of the Board of Directors of
 
Energetický a průmyslový holding, a.s. and
 
chairman of the Board
of Directors of
 
the Issuer. The control
 
of the Issuer
 
by indirectly controlling
 
entities is based
 
on the voting
share
 
which
 
corresponds
 
to
 
the
 
share
 
in
 
the
 
Company's
 
share
 
capital.
 
Indirectly
 
controlling
 
entities
exercise supervision over the Company's management through their participation in the
 
general meeting
of the
 
parent company Energetický
 
a průmyslový holding,
 
a.s. Measures taken
 
to ensure that
 
control is
not abused are
 
based on generally
 
applicable legal regulations.
 
The Company has
 
not taken any
 
special
step in addition to the generally applicable legal regulations.
The
 
Company
 
is
 
directly
 
owned
 
and
 
controlled
 
by
 
EPH
 
as
 
part
 
of
 
the
 
EPH
 
Group
 
(parent
 
company
Energetický a průmyslový
 
holding, a.s. is
 
the consolidating entity
 
which prepares
 
the consolidated annual
report in Czech
 
which includes the
 
consolidated financial statements under
 
IFRS that will
 
be published
in
 
the Register
 
of
 
Companies). EPH
 
provided a
 
financial guarantee
 
for the
 
debts from
 
the
 
Company’s
bonds under English law.
 
EPH
 
Financing
 
International,
 
a.s.
 
is
 
financially
 
dependent
 
on
 
the
 
parent
 
company
 
EPH
 
as
 
all
 
of
 
its
revenues are linked to the parent company.
 
The Issuer exists solely for the purpose
 
of bonds issue and its principal
 
activities include the provision of
loans/borrowings to entities in the EPH Group. The
 
sole source of Issuer’s income will be repayments of
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
8
loans/borrowings from entities in the EPH Group. The Issuer uses the income from the bonds to provide
financing to
 
the entities
 
in the
 
EPH Group.
 
The Issuer’s
 
financial and
 
economic situation,
 
its business
activities, position on the market and ability to repay debts arising from the bonds depends on the ability
of its
 
debtors to
 
repay their
 
debts to
 
the Issuer
 
in a
 
due and
 
timely manner.
 
If any
 
debtor is
 
not able
 
to
repay its debts
 
to the Issuer
 
in a due
 
and timely manner,
 
it may have
 
a negative impact
 
on the financial
and economic situation of the Issuer, its business activities and the ability
 
of the Issuer to repay the debts
arising from the bonds.
 
The Company is not aware of any grounds that such dependence of the EPH
 
Group has been abused.
The Issuer engages in no investing activities.
 
Basic Company’s financial data for the period from 6 September
 
2023 to 31 December 2023 and
comparison with a corresponding period as of 6 September 2023
In the
 
period from
 
6 September
 
2023 to
 
31 December
 
2023, the
 
Company reported
 
a loss
 
of EUR
 
443
thousand, primarily due to
 
a recognition of
 
an allowance amounting to
 
EUR 410 thousand for
 
the loans
provided to the parent company EPH in accordance with the applied IFRS
 
9 (described in detail in Note
3 (c) to the financial statements). The final balance of the allowance for the loans amounted to EUR 410
thousand as of 31 December 2023 (EUR 0 thousand as of 6 September
 
2023).
 
As of
 
31 December
 
2023, the
 
financial position
 
of the
 
Company in
 
terms of
 
provision of
 
financing to
entities in
 
the EPH
 
Group is
 
reflected in
 
the total
 
assets of
 
EUR 507,096
 
thousand (as
 
of 6
 
September
2023:
 
total
 
assets
 
amount
 
to
 
EUR
 
82
 
thousand)
 
of
 
which
 
non-current
 
assets
 
amount
 
to
 
EUR
 
501,931
thousand
 
(as
 
of
 
6
 
September
 
2023:
 
non-current
 
assets
 
amount
 
to
 
EUR
 
0).
 
Non-current
 
financial
instruments
 
and
 
other
 
financial
 
assets
 
represent
 
the
 
long-term
 
portion
 
of
 
the
 
loan
 
provided
 
to
 
parent
company;
 
its
 
maturity
 
depends
 
on
 
the
 
bonds’
 
principal
 
maturity,
 
i.e.
 
until
 
13 November 2028,
 
refer to note
 
9. Total liabilities of the
 
Company amounting to
 
EUR 502,567 thousand
(as of 6 September 2023: total liabilities amount to EUR 0) predominantly include issued bonds
 
with the
long-term portion of
 
EUR 497,484 thousand
 
(as of 6
 
September 2023: long-term
 
portion amounts
 
to EUR
0).
 
The increase
 
in non-current assets
 
and liabilities of
 
the Company
 
was due to
 
a successful
 
placement of
the first issue
 
of bonds in November
 
2023, when the nominal
 
value of the
 
issue was EUR 500,000,
 
and
 
a
 
subsequent
 
provision
 
of
 
the
 
gained
 
funds
 
to
 
the
 
parent
 
company
 
under
 
a
 
loan
 
contract.
 
The
 
above
increase is also reflected in interest expense which amounted to EUR 4,523 thousand (as of 6 September
2023: interest
 
expense amounts
 
to EUR 0)
 
and interest
 
income of EUR
 
4,526 thousand
 
(as of 6
 
September
2023: interest income amounts to EUR 0).
 
In the
 
period ended
 
31 December
 
2023, the
 
Company reported
 
positive equity
 
of EUR
 
4,529 thousand
 
(as of 6 September 2023: EUR
 
82 thousand) due to the resolutions
 
of the Company’s sole shareholder on
the
 
payment
 
over
 
and
 
above
 
the
 
share
 
capital
 
balance
 
of
 
EUR
 
4,890
 
thousand
 
in
 
November
 
2023
(presented
 
in
 
the
 
Other
 
capital
 
funds
 
item
 
in
 
the
 
balance
 
sheet)
 
and
 
after
 
recognising
 
the
 
loss
 
for
 
the
reporting period of EUR 443 thousand).
 
No
 
decision
 
having
 
a
 
crucial
 
impact
 
on
 
the
 
Company,
 
or
 
its
 
shareholders,
 
was
 
taken
 
in
 
the
 
reporting
period. Decisions of the Company's bodies concerned current
 
course of business relating to the reported
activities of the Company and performance of obligations
 
imposed upon those bodies by applicable laws
and the Company's Articles of Association.
Significant legal proceedings
The Company
 
is not
 
and has
 
not
 
been a
 
party
 
to any
 
legal dispute
 
or state,
 
adjudication or
 
arbitration
proceedings,
 
and
 
the
 
Board
 
of
 
Directors
 
does
 
not
 
anticipate
 
participation
 
in
 
legal
 
disputes,
 
state,
adjudication or arbitration proceedings in the foreseeable future.
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
9
Significant contracts
To the knowledge of the Company, there are no significant contracts, other than contracts entered into in
the ordinary
 
course of
 
the business
 
of the
 
Company,
 
that could
 
give rise
 
to a
 
liability or
 
claim on
 
any
member of the EPH group that would be material
 
to the ability of the Company to meet its obligations
 
to
bondholders.
Ownership interests that establish a controlling influence of the Company
The Company has no ownership interests.
Information on the Anticipated Financial Situation in 2024
 
In 2024, the
 
Company plans to
 
continue its primary
 
activities, i.e. issuance
 
and management of
 
bonds and
provision
 
of
 
loans/borrowings
 
to
 
entities
 
in
 
the
 
EPH
 
Group.
 
This
 
involves
 
the
 
fact
 
that
 
it
 
expects
 
no
significant changes in the results of the Company, and these will be primarily impacted by the income in
the
 
form
 
of
 
interest
 
on
 
provided
 
loans,
 
expenses
 
relating
 
to
 
issued
 
bonds
 
and
 
potential
 
allowances
 
to
provided loans recognised in line with the rules of IFRS.
 
The Company is exposed
 
to a number of risks
 
relating to business activities
 
on European markets such
 
as
commodity risks, currency and interest rate risks, risks relating
 
to regulation and new legislation.
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
10
2.
Basis of Preparation of the Separate Financial Statements
 
(a)
Statement of compliance
The financial
 
statements have
 
been prepared
 
in accordance
 
with International
 
Accounting Standards
 
(IAS)
and International
 
Financial Reporting
 
Standards (“IFRS®
 
Accounting Standards”)
 
issued by
 
International
Accounting Standards Board (IASB) as adopted by the European
 
Union.
These financial statements are unconsolidated.
(b)
Basis of measurement
The financial statements have been prepared on a going-concern
 
basis using the historical cost method.
The
 
accounting
 
policies
 
described
 
in
 
the
 
following
 
paragraphs
 
are
 
consistently
 
applied
 
in
 
individual
reporting periods.
(c)
Functional currency and presentation currency
 
The
 
functional
 
and
 
presentation
 
currency
 
of
 
the
 
Company
 
is
 
euro
 
(“EUR”).
 
All
 
financial
 
information
presented in EUR is rounded to the nearest thousand, unless stated otherwise.
(d)
Use of estimates and judgements
The preparation of financial
 
statements in accordance with IFRS
 
Accounting Standards requires the use
of
 
certain
 
critical
 
accounting
 
estimates
 
that
 
affect
 
the
 
reported
 
items
 
of
 
assets,
 
liabilities,
 
income
 
and
expenses. It also
 
requires management to exercise
 
judgement in the process
 
of applying the Company’s
accounting policies.
 
The resulting
 
accounting estimates
 
will, by
 
definition, seldom
 
equal the
 
related actual
results.
i.
Assumption and estimate uncertainties
 
Information
 
about
 
assumptions
 
and
 
estimate
 
uncertainties
 
that
 
have
 
a
 
significant
 
risk
 
resulting
 
in
 
a material adjustment in the following years is included in the following
 
notes:
Note 7 – Financial instruments and other financial assets;
Note 9 – Financial instruments and other financial liabilities.
Measurement of fair value
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for
both financial and non-financial assets and liabilities.
The Company has an established control framework with respect
 
to the measurement of fair values. This
includes
 
a
 
valuation
 
team
 
that
 
has
 
overall
 
responsibility
 
for
 
overseeing
 
all
 
significant
 
fair
 
value
measurements.
The valuation
 
team regularly
 
reviews significant
 
unobservable input
 
data and
 
valuation adjustments.
 
If
third party information, such as broker quotes or
 
pricing services, is used to measure fair
 
values, then the
valuation team assesses the
 
evidence obtained from the
 
third parties to
 
support the conclusion that
 
such
valuations meet the
 
requirements of IFRS,
 
including the level
 
in the fair
 
value hierarchy in
 
which such
valuation should be classified.
When measuring the fair value of
 
an asset or a liability, the Company uses market data as
 
far as possible.
Fair values are
 
categorised into different
 
levels in a
 
fair value hierarchy based
 
on the input
 
data used in
the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets
 
or liabilities.
Level
 
2: input
 
data that
 
does not
 
include quoted
 
level 1
 
prices that
 
can be
 
determined for
 
the asset
 
or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: input
 
data for a
 
given asset or
 
liability that cannot
 
be identified
 
in the market
 
(unobservable input
data).
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
11
If the input data used to measure the
 
fair value of an asset or a liability
 
might be categorised in different
level of the fair value hierarchy, then the fair value measurement is
 
categorised in its entirety in the same
level of the fair value hierarchy as the lowest level input that is significant
 
to the entire measurement.
The Company recognises transfers
 
between levels of the
 
fair value hierarchy at
 
the end of
 
the reporting
period during which the change has occurred.
(e)
Reporting by segments
 
All revenues were
 
generated in the
 
territory of the
 
Czech Republic and the
 
Company does not divide
 
is
activities into
 
various operational
 
segments. Most
 
of the
 
revenues are
 
of financial
 
nature and
 
are described
in
 
detail
 
in
 
Note
 
12
 
 
Incomes
 
and
 
services,
 
and
 
in
 
Note
 
13
 
 
Financial
 
income
 
and
 
expenses,
 
gains
(losses) from financial instruments.
(f)
Most recent accounting standards
i.
Standards not yet effective
Amendments to IFRS 16 – Lease
 
Liability in a Sale and Leaseback (effective for
 
annual reporting
periods beginning on or after 1 January 2024)
The amendments
 
to IFRS 16
 
provide additional requirements
 
for subsequent measurements
 
of sale and
leaseback
 
that
 
satisfy
 
the
 
requirements
 
of
 
IFRS
 
15
 
Revenue
 
from
 
Contracts
 
with
 
Customers
 
for
 
the
recognition as a sale
 
of an asset. The
 
amendments require the
 
seller-lessee to determine “lease
 
payments”
or “revised lease payments”
 
in a way that it does not
 
recognise any amount of the gain
 
or loss that relates
to the right of use it retains.
Given
 
the
 
nature
 
of
 
the
 
Company’s
 
principal
 
activities,
 
this
 
standard
 
will
 
have
 
no
 
impact
 
on
 
the
Company’s financial statements.
 
Amendments to
 
IAS 1
 
Presentation of
 
Financial Statements
 
– Classification
 
of Liabilities
 
as Current
or Non-current (effective for annual reporting periods beginning on or after 1 January 2024)
The amendments to IAS 1 issued
 
in January 2020 have an impact
 
only on the presentation of
 
liabilities
as current or non-current in the
 
statement of financial position, rather than on the amount
 
and timing of
reporting of any assets, liabilities, income or expenses or disclosed information
 
relating to these items.
 
The Group is currently reviewing possible impact of the amendments
 
to its financial statements.
Amendments
 
to
 
IAS
 
1
 
Presentation
 
of
 
Financial
 
Statements
 
 
Non-current
 
liabilities
 
with
covenants (effective for annual reporting periods beginning on or after 1 January
 
2024)
The amendments to IAS 1 issued in August 2022 specify that only covenants that an entity is obliged to
comply with in the reporting
 
period or before its end
 
have an impact on its
 
right to defer the
 
settlement
of a
 
liability by
 
at least
 
12 months
 
after the
 
balance sheet
 
date (and
 
therefore they
 
must be
 
taken into
account when determining whether
 
a specific liability is
 
current or non-current). These
 
covenants have
an impact on
 
the fact whether
 
the right exists
 
at the end
 
of the reporting
 
period even
 
when the compliance
with the
 
covenant is assessed
 
after the balance
 
sheet date (e.g.
 
compliance with the
 
covenant based on
the financial situation of an entity as of the balance sheet date is assessed
 
after the balance sheet date).
 
Given
 
the
 
nature
 
of
 
the
 
Company’s
 
principal
 
activities,
 
this
 
standard
 
will
 
have
 
no
 
impact
 
on
 
the
Company’s financial statements.
 
Amendments to IAS 7 Statement of
 
Cash Flows and IFRS 7 Financial Instruments:
 
Disclosures –
Supplier Finance Arrangements
(the EU has not yet adopted these amendments)
The
 
amendments
 
add
 
an
 
objective
 
of
 
disclosure
 
to
 
IAS
 
7
 
and
 
determine
 
that
 
an
 
entity
 
is
 
obliged
 
to
disclose
 
information on
 
its supplier
 
finance arrangements
 
that
 
will
 
allow
 
to
 
the
 
users
 
of
 
the
 
financial
statements to assess
 
the impact of
 
these arrangements on
 
the liabilities and
 
cash flows of
 
the entity.
 
In
addition,
 
IFRS
 
7
 
was
 
modified
 
in
 
a
 
way
 
to
 
add
 
supplier
 
finance
 
arrangements
 
as
 
an
 
example
 
in
 
the
requirements for disclosure of information on the exposure of an entity to
 
liquidity risk.
 
Given
 
the
 
nature
 
of
 
the
 
Company’s
 
principal
 
activities,
 
this
 
standard
 
will
 
have
 
no
 
impact
 
on
 
the
Company’s financial statements.
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
12
Amendments
 
to
 
IAS
 
21
 
The
 
Effects
 
of
 
Changes
 
in
 
Foreign
 
Exchange
 
Rates
 
 
Lack
 
of
Exchangeability (not yet adopted by the EU)
If a currency is not exchangeable,
 
an entity is obliged to disclose
 
information that will allow the users
 
of
the financial
 
statements to
 
understand how
 
the currency
 
that is
 
not exchangeable
 
for another
 
currency
impacts or
 
is supposed
 
to impact
 
as expected
 
the financial
 
performance, financial
 
situation and
 
cash flows
of an entity.
 
Given
 
the
 
nature
 
of
 
the
 
Company’s
 
principal
 
activities,
 
this
 
standard
 
will
 
have
 
no
 
impact
 
on
 
the
Company’s financial statements.
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
13
3.
Significant Accounting Policies
(a)
Cash and cash equivalents
Cash and
 
cash equivalents
 
comprise cash
 
balances on
 
hand and
 
in banks,
 
and short-term
 
highly liquid
investments with original maturities of three months or less.
(b)
Non-derivative financial assets
The fair
 
value of
 
financial assets
 
at fair
 
value through
 
profit or
 
loss, debt
 
and asset
 
instruments at
 
fair
value through other comprehensive
 
income and financial
 
assets at amortised cost
 
is based on their
 
quoted
market price as of the balance sheet date, without deducting transaction costs. If the quoted market price
is not available, the fair value of a specific instrument is estimated by the
 
Company’s management using
price models or techniques based on discounted cash flows.
 
When techniques applying discounted cash flows are
 
used, the estimated future cash flows are
 
based on
best possible
 
estimated made
 
by the
 
Company’s management;
 
the rate
 
determined in
 
relation to
 
the market
as of
 
the balance
 
sheet date
 
for an
 
instrument with
 
similar conditions
 
is used
 
as discount
 
rate. If
 
price
models are used, input data for the model are based on market rate
 
as of the balance sheet date.
 
The fair value of
 
trade receivables and other
 
receivables is estimated as the
 
present value of future
 
cash
flows, discounted using the market interest rate as of the balance
 
sheet date.
 
The fair value of trade receivables, other receivables and financial assets at amortised cost is determined
only for disclosure purposes.
 
(c)
Impairment
i.
Financial assets (including trade receivables and other receivables
 
and contract assets)
The
 
Company
 
measures
 
allowances
 
using
 
expected
 
credit
 
loss
 
(“ECL”)
 
model
 
for
 
financial
 
assets
 
at
amortised cost, debt instruments at
 
FVOCI and contract assets. Allowances
 
are measured on either of the
following base:
twelve-month ECLs: ECLs that result from possible default events within the 12 months after
the reporting date;
lifetime
 
ECLs:
 
ECLs
 
that
 
result
 
from
 
all
 
possible
 
default
 
events
 
over
 
the
 
expected
 
life
 
of
 
a financial instrument.
The
 
Company measures
 
an
 
allowance at
 
an
 
amount equal
 
to
 
lifetime
 
ECLs
 
except
 
for
 
those
 
financial
assets for which credit risk has not increased significantly since initial recognition. For trade receivables
and contract assets, the
 
Company will quantify allowances
 
in the amount of
 
expected credit losses for
 
the
duration in the simplified regime.
The ECL model
 
is based on
 
the principle of
 
expected credit losses.
 
For the purposes
 
of designing
 
the ECL
model, the
 
portfolio of
 
financial assets
 
is split
 
into segments.
 
Financial assets
 
within each
 
segment are
allocated to three stages (Stage I
 
– III) or to a group of
 
financial assets that are impaired at
 
the date of the
first recognition of purchased or
 
originated credit-impaired financial assets ("POCI"). At
 
the date of the
initial recognition, the
 
financial asset is
 
included in Stage
 
I or POCI.
 
Subsequent to initial
 
recognition, the
financial
 
asset
 
is
 
allocated
 
to
 
Stage
 
II
 
if
 
there
 
was
 
a
 
significant
 
increase
 
in
 
credit
 
risk
 
since
 
initial
recognition or to Stage III if the asset has been credit impaired.
The Company assumes that the credit risk on a financial asset has increased
 
significantly if:
(a)
a financial asset or its
 
significant portion is overdue
 
for more than 30
 
days (if a financial
 
asset or
its significant portion is
 
overdue for more
 
than 30 days and
 
less than 90 days,
 
and the delay does
not indicate an increase
 
in counterparty credit risk,
 
the individual approach shall
 
be used and the
financial asset shall be classified in Stage I); or
(b)
the Company negotiates with
 
the debtor about debt’s
 
restructuring (at the request
 
of the debtor
or the Company) or;
(c)
the probability of default (PD) of the debtor increases by 20%; or
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
14
(d)
other material
 
events occur
 
which require
 
individual assessment
 
(e.g. development
 
of an
 
external
rating of the main credit risks).
At each balance sheet date, the
 
Company assesses whether financial assets carried at amortised cost and
investments to
 
equity instrument
 
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. The Company considers financial asset to be credit-impaired
 
if:
(a)
a financial asset or its significant part is overdue for more
 
than 90 days; or
(b)
legal action has been taken in relation to
 
the debtor,
 
the outcome or the actual process of which
 
may
have an impact on the debtor’s ability to repay the debt; or
(c)
insolvency proceedings
 
or similar
 
proceedings under
 
the foreign
 
legislation have
 
been initiated
 
in
respect
 
of
 
the
 
debtor,
 
which
 
may
 
lead
 
to
 
a
 
declaration
 
of
 
bankruptcy
 
and
 
the
 
application
 
for
 
the
opening
 
of
 
this
 
proceeding
 
has
 
not
 
been
 
refused
 
or
 
rejected
 
or
 
the
 
proceedings
 
have
 
not
 
been
discontinued within 30 days of initiation ((b) and (c) are considered
 
as "Default Event"); or
(d)
the probability of default of the debtor increases by 100% compared
 
to the previous rating; or
(e)
other material
 
events occur
 
which require
 
individual assessment
 
(e.g. development
 
of external
 
ratings
of the main credit risks).
For the purposes of ECL
 
calculation, the Company uses components needed
 
for the calculation, namely
probability of
 
default ("PD"),
 
loss given
 
default ("LGD")
 
and exposure
 
at default
 
("EAD"). In
 
case of
short- term loans,
 
the so-called "maturity
 
adjustment" is
 
also included
 
in the calculation.
 
Forward-looking
information means any macroeconomic factor projected for future, which has
 
a significant impact on the
development of credit losses.
 
ECLs are present values
 
of probability-weighted estimate of
 
credit losses.
The Group
 
considers mainly
 
expected growth
 
of gross
 
domestic product,
 
reference interest rates,
 
stock
exchange indices or unemployment rates.
Recognition of allowances
Allowances for financial assets measured at amortised cost are deducted from the gross carrying amount
of the assets
 
and the annual
 
change is recognised
 
in the income
 
statement. For debt
 
securities valued at
FVOCI, the provision is recognized in other comprehensive income ("OCI").
(d)
Non-derivative financial liabilities
The Company has the following liabilities that are not derivatives ("non-derivative financial
 
liabilities"):
loans
 
and
 
credit,
 
issues
 
of
 
debt
 
securities,
 
bank
 
overdrafts,
 
trade
 
payables
 
and
 
other
 
liabilities.
 
These
financial
 
liabilities
 
are
 
first
 
recognised
 
as
 
of
 
their
 
settlement
 
date
 
at
 
their
 
fair
 
value
 
increased
 
by
 
all
relevant
 
directly
 
related
 
transaction
 
costs,
 
with
 
the
 
exception
 
of
 
financial
 
liabilities
 
at
 
fair
 
value
recognized
 
in
 
profit
 
or
 
loss,
 
where
 
the
 
transaction
 
costs
 
are
 
recognized
 
in
 
profit
 
or
 
loss
 
as
 
incurred.
Thereafter,
 
financial
 
liabilities
 
are
 
valued
 
by
 
amortized
 
acquisition
 
cost
 
with
 
the
 
use
 
of
 
the
 
effective
interest rate, with the exception
 
of financial liabilities at fair
 
value recognized in profit or loss.
 
Methods
of making fair value estimates are described in Note 4 to the financial
 
statements – Determination of fair
value.
Following the
 
performance, cancellation
 
or expiration
 
of contractual
 
obligations, the
 
Company eliminates
the financial liability from its accounting.
(e)
Financial income and expenses
i.
Financial income
 
Financial income
 
comprises interest
 
income on
 
funds invested,
 
dividend income,
 
changes in
 
the fair
 
value
of financial assets
 
at fair value
 
through profit
 
or loss, foreign
 
currency gains, gains
 
on sale of
 
investments
in securities
 
and gains
 
on hedging
 
instruments that
 
are recognised
 
in profit
 
or loss.
 
Interest income
 
is
recognised in profit or loss as it accrues, using the effective interest method.
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
15
ii.
Financial expenses
Financial expenses comprise interest
 
expense on borrowings,
 
unwinding of the
 
discount on provisions,
foreign currency losses, changes
 
in the fair
 
value of financial assets
 
at fair value through
 
profit or loss,
fees and
 
commissions expense for
 
payment transactions and
 
guarantees, impairment losses
 
recognised
on financial assets, and losses on hedging instruments that are recognised
 
in profit or loss.
(f)
Income taxation
Income
 
tax
 
comprises
 
current
 
and
 
deferred
 
tax.
 
Income
 
tax
 
is
 
recognised
 
in
 
the
 
Statement
 
of
comprehensive income.
Income tax payable is an estimate of tax (tax liability
 
or tax receivable) calculated from taxable income
or loss for the
 
reporting period, using tax rates enacted
 
at the balance sheet date,
 
and any adjustment to
tax payable in respect of previous years.
A deferred tax asset is recognised only to the extent that
 
it is probable that future taxable profits will be
available
 
against
 
which
 
the
 
unused
 
deductible
 
temporary
 
differences
 
can
 
be
 
utilised.
 
For
 
the
 
above
reason, the
 
Company did
 
not account
 
for a
 
deferred tax
 
asset. A
 
deferred tax
 
liability is
 
always recognised.
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
16
4.
Determination of Fair Value
The
 
Company’s
 
accounting
 
policies
 
and
 
disclosures
 
require
 
the
 
determination
 
of
 
fair
 
value,
 
for
 
both
financial
 
and
 
non-financial
 
assets
 
and
 
liabilities.
 
Fair
 
values
 
have
 
been
 
determined
 
for
 
measurement
and/or disclosure purposes based on the following methods.
 
Where applicable, further information about
the assumptions made in
 
determining fair values is
 
disclosed in the notes
 
specific to that asset
 
or liability.
(a)
Non-derivative financial assets
The fair
 
value of
 
financial assets
 
at fair
 
value through
 
profit or
 
loss, debt
 
and equity
 
instruments at
 
FVOCI
and
 
financial assets
 
at
 
amortized cost
 
is
 
based
 
on
 
their
 
quoted
 
market
 
price
 
at
 
the
 
balance
 
sheet
 
date
without any deduction
 
for transaction costs. If
 
a quoted market
 
price is not available,
 
the fair value of
 
the
instrument is estimated by management using pricing models or discounted
 
cash flows techniques.
Where discounted
 
cash flow
 
techniques are
 
used, estimated
 
future cash
 
flows are
 
based on
 
management’s
best estimates
 
and the
 
discount rate
 
is a
 
market-related rate at
 
the balance
 
sheet date
 
for an
 
instrument
with similar
 
terms and
 
conditions. Where
 
pricing models
 
are used,
 
inputs are
 
based on
 
market-related
measures at the balance sheet date.
The fair
 
value of
 
trade and other
 
receivables, including service
 
concession receivables, is
 
estimated as
the present value of future cash flows, discounted at the market rate of
 
interest at the balance sheet date.
The fair value
 
of trade and other
 
receivables and of financial
 
assets at amortized cost
 
is determined for
disclosure purposes only.
(b)
Non-derivative financial liabilities
Fair value, which is
 
determined for disclosure
 
purposes, is calculated based
 
on the present value
 
of future
principal and interest cash flows, discounted at the market rate of interest
 
at the balance sheet date.
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
17
5.
Cash and cash equivalents
in EUR thousand
as of 31 Dec 2023
as of 6 Sept 2023
Cash at bank
347
82
Total
347
82
The Company assessed the need to recognise a credit loss allowance
 
for receivables from banks (which
are included in Cash and cash equivalents)
 
and concluded that the resulting allowance
 
would be
negligible.
 
6.
Trade receivables
 
and other assets (including prepayments)
As of 31 December
 
2023, the Company
 
records trade receivables
 
and other assets
 
amounting to EUR 354
thousand (as of 6 September 2023: EUR 0).
 
Credit risks
 
and impairment
 
losses in
 
relation to
 
trade and
 
other receivables
 
are discussed
 
in Note
 
14 -
Risk management policies and disclosures.
7.
Financial instruments and other financial assets
in EUR thousand
as of 31 Dec 2023
as of 6 Sept 2023
Financial assets
Loans to entities other than credit institutions
 
506,806
-
of which: loans owed by the parent company
506,806
-
Allowance for loans
(410)
-
Total
506,395
-
Long-term
501,931
-
Short-term
4,464
-
Total
506,395
-
Long-term financial instruments
 
include a loan
 
principal the amount
 
and maturity of
 
which is based
 
on
the
 
maturity
 
of
 
the
 
bond
 
principal
 
(as
 
of
 
31
 
December
 
2023
 
a
 
principal
 
with
 
maturity
 
as
 
of
13 November 2028)
 
and
 
accrued
 
interest,
 
refer
 
to
 
Note
 
9
 
 
Financial
 
instruments
 
and
 
other
 
financial
liabilities.
 
Non-current financial assets as of 31 December 2023 additionally include a provided loan of EUR 4,855
thousand, including interest, which matures on 13 November 2028.
 
Current
 
financial
 
assets
 
as
 
of
 
31
 
December
 
2023
 
include
 
interest
 
of
 
EUR
 
4,464
 
thousand
 
payable
annually.
 
The weighted average of the effective interest rate and
 
loans to entities other than credit institutions
 
as of
31 December 2023 amounted to 6.761%.
 
As
 
of
 
31
 
December
 
2023,
 
the
 
Company
 
reported
 
an
 
allowance
 
of
 
EUR
 
410
 
thousand
 
for
 
the
 
loans
provided
 
to
 
the
 
parent
 
company
 
Energetický
 
a
 
průmyslový
 
holding,
 
a.s.
 
The
 
allowance
 
was
 
reported
following an impairment test made as of 31 December 2023.
The parent company was granted the
 
BBB- rating by S&P Global Ratings Europe Limited
 
(“S&P”) and
Fitch Ratings Ireland Limited.
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
18
The following table shows detailed information on the loan provided
 
to the parent company EPH:
as of 31 Dec 2023
Principal
Accrued
interest
Unamortised
fee
Maturity
Interest rate
(%)
Effective
interest
in EUR thousand
rate (%)
Loan to EPH (1)**
4,853
4
13 Nov 2028
6.8
6.02
Loan to EPH (2)*
500,000
4,464
(2,516)
13 Nov 2028
6.651
6.768
Total
504,853
4,468
(2,516)
-
-
-
* The interest rate is based on the rate used for the bonds, refer
 
to Note 9 – Financial instruments and other financial liabilities.
 
** Interest payable together with the principal.
Information on fair value
 
The following table shows the fair value of the interest-bearing instruments reported
 
at amortised cost:
 
in EUR thousand
as of 31 Dec 2023
as of 6 Sept 2023
Carrying amount
Fair value
Carrying amount
Fair
value
Loan to EPH (1)
4,853
4,937
-
-
Loan to EPH (2)
497,484
520,729
-
-
Total
502,337
525,666
-
-
All
 
interest-bearing financial
 
instruments
 
carried
 
at
 
amortised cost
 
are
 
included in
 
Level
 
2
 
of
 
the
 
fair
value
 
hierarchy (for more details on
 
valuation methods refer to Note 2 (d)
 
i – Assumption and estimation
uncertainties.
 
8.
Equity
The authorised,
 
issued and
 
fully paid
 
share capital
 
as of
 
31 December
 
2023 consisted
 
of 10
 
ordinary shares
with a nominal value of EUR 8,200 per share.
Ordinary shares
 
represent a
 
100% share
 
in the
 
share capital
 
of EPH
 
Financing International, a.s.
 
There
are no special rights and obligations associated with ordinary shares.
The rights and obligations associated
 
with registered ordinary shares are
 
defined in the Act
 
on Business
Corporations (Act No. 90/2012 Coll., as amended) and in the Articles of Association of the Company in
Article 6. Shareholders of EPH Financing International, a.s. are not limited in their rights attached to the
shares or in the payment of dividends.
Shareholders
 
have
 
the
 
right
 
to
 
receive
 
dividends
 
and
 
at
 
the
 
General
 
Meeting
 
of
 
the
 
Company
 
they
 
have 1 vote per share with a nominal value of EUR 8,200 (CZK 200,000).
as of 31 Dec 2023
Number of shares
Ownership
Voting rights
%
%
Energetický a průmyslový holding, a.s.
10
100
100
Total
10
100
100
Reconciliation of the number of issued shares at the beginning and end
 
of the period.
Number of issued shares
 
Shares issued as of 6 Sept 2023
10
Newly issued shares
 
-
Shares issued as of 31 Dec 2023
10
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
19
Basic earnings/(loss) per share
Basic earnings/(loss) per share in EUR to CZK 200,000 nominal value
 
is the loss of EUR 44,300.
The
 
calculation
 
of
 
basic
 
earnings/(loss)
 
per
 
share
 
as
 
of
 
31
 
December
 
2023
 
was
 
based
 
on
 
the
 
loss
attributable to ordinary shareholders in the
 
amount of EUR 443 thousand and
 
weighted average number
of 10 issued ordinary shares.
Diluted profit/(loss) per share
As the Company issued
 
no convertible bonds
 
or other financial
 
instruments with dilutive
 
potential effects
on ordinary shares, diluted earnings per share is the same as basic earnings
 
per share.
Other capital funds
On 20 December 2023, the sole shareholder invested EUR 4,890 thousand
 
in other capital funds.
 
9.
Financial instruments and other financial liabilities
 
in EUR thousand
as of 31 Dec 2023
as of 6 Sept 2023
Issued bonds at amortised cost
 
497,484
-
Other financial liabilities from bonds
 
4,464
-
Total
501,948
-
Long-term
497,484
-
Short-term
4,464
-
Total
501,948
-
The
 
weighted
 
average
 
of
 
the
 
interest
 
rate
 
on
 
the
 
loan
 
from
 
entities
 
other
 
than
 
credit
 
institutions
 
as
 
of
 
31 December 2023 was 6.651%.
Issued bonds at amortised cost
 
The following table shows detailed information on issued bonds:
 
as of 31 Dec 2023
in EUR thousand
ISIN
Principal
Accrued
interest
Unamortised
fee
Maturity
Interest rate
(%)
Effective
interest rate
(%)
Bonds of EPH Financing
International (1)
XS2716891440
500,000
4,464
(2,516)
13 Nov 2028
6.651
6.768
Total
500,000
4,464
(2,516)
-
-
-
 
Bonds 2028 (ISIN XS2716891440)
The Company was
 
formed with a
 
purpose of issuing
 
debt securities in
 
the anticipated nominal
 
value of
the issue totalling EUR 3 billion. As of the financial statements date, the Company issued the
 
1
st
 
issue of
bonds in
 
the aggregate
 
amount of
 
EUR 500,000
 
thousand with
 
a fixed
 
interest income
 
of 6.651%
 
p.a.
payable in 2028, while the interest
 
is payable once a year as
 
of 13 November (“Bonds 2028”).
 
The bonds
were accepted for
 
trading on the Euronext
 
Dublin regulated market
 
in Ireland. The
 
trading with the bonds
was started on the issue date, on 6 November 2023. The code of the bonds
 
is ISIN XS2716891440.
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
20
The debts
 
of the
 
Issuer arising from
 
Bonds 2028 are
 
guaranteed by
 
Energetický a
 
průmyslový holding,
a.s. in the form of a financial guaranteed under English law.
 
The Bonds carry primarily the right for the
 
payment of the nominal value as of the
 
Bonds final maturity
date and the right
 
for the payment of
 
the yield from the
 
Bonds. In addition, the
 
Bonds carry the right
 
of
the Bonds owner
 
to request an
 
early redemption of
 
the Bonds if
 
obligations are breached.
 
Furthermore,
the Bonds
 
carry the
 
right to
 
take part
 
in and
 
vote at
 
the meetings
 
of the
 
Bonds owners
 
when such
 
a meeting
is called in accordance with the Issue conditions.
 
The Company will repay the principle of Bonds 2028 on a one-off basis on 13 November
 
2028.
 
Bonds
 
2028
 
are
 
reported
 
less
 
issue
 
related
 
costs
 
of
 
EUR
 
2,516
 
thousand.
 
These
 
costs
 
are
 
gradually
recognised in the
 
profit and loss
 
account during the
 
existence of the
 
Bonds 2028 based
 
on the effective
interest rate of 6.768% as of 31 December 2023.
 
Information on fair value
The following table shows the fair value of interest-bearing instruments reported
 
at amortised cost:
 
in EUR thousand
as of 31 Dec 2023
as of 6 Sept 2023
ISIN
Carrying
amount
Fair value
Carrying
amount
Fair value
Issued bonds at amortised value (3)
 
XS2716891440
497,484
520,729
-
-
Total
497,484
520,729
-
-
All
 
interest-bearing financial
 
instruments carried
 
at
 
amortised cost
 
are included
 
in
 
Level 2
 
of
 
the
 
fair
value hierarchy (for
 
more details on valuation
 
methods refer to Note
 
2 (d) i –
 
Assumption and estimation
uncertainties).
10.
Trade payables and
 
other payables
 
in EUR thousand
as of 31 Dec 2023
as of 6 Sept 2023
Trade payables and other payables
 
618
-
Total
618
-
Long-term
-
-
Short-term
618
-
Total
618
-
Trade
 
payables
 
and
 
other
 
payables
 
were
 
not
 
collateralised
 
as
 
of
 
31
 
December
 
2023.
 
An
 
estimate
 
of
payables is
 
based on
 
contractual conditions
 
or invoices
 
received after
 
the balance
 
sheet date,
 
however
before the publication of the financial statements.
 
The
 
liquidity
 
risk
 
to
 
which
 
the
 
Company
 
is
 
exposed
 
in
 
connection
 
with
 
trade
 
and
 
other
 
payables
 
is
described in Note 14 – Risk Management and Disclosure Procedures.
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
21
11.
Income taxation
Tax payable
The Company recognised a provision for income tax of EUR 1 thousand.
 
Effective tax rate
in EUR thousand
2023
Tax at the domestic tax rate (19%)
19.0%
Tax non-deductible expenses – allowances
(17.6)%
Tax non-deductible expenses - other
(1.6)%
Average effective tax rate (tax base divided by profit/loss before tax)
(0.2)%
Effective tax rate is (0.2)%.
12.
Operating income and expenses
 
Other operating
 
expenses for
 
services predominantly
 
include the
 
expenses relating
 
to the
 
formation of
the Company,
 
bookkeeping, administration and
 
payroll costs. Other
 
operating income of
 
the Company
includes
 
a
 
compensation
 
of
 
all
 
costs
 
from
 
the
 
parent company
 
and
 
a
 
contractual
 
remuneration
 
to
 
the
Company.
 
As of 31 December
 
2023, the fee
 
to the statutory auditor
 
amounts to EUR
 
15 thousand and
 
includes a fee
for
 
the
 
audit
 
of
 
the
 
financial
 
statements
 
and
 
a
 
fee
 
for
 
the
 
review
 
of
 
selected
 
accounting
 
information
included in
 
the underlying
 
documents in
 
the consolidated
 
financial statements
 
of the
 
parent company
 
(fee
to the
 
auditor was not
 
invoiced before the
 
balance sheet date
 
and did
 
not constitute an
 
estimate for the
fee to
 
the auditor
 
in line
 
with the
 
Company’s internal
 
accounting policy).
 
The fee
 
for other
 
review services
provided by
 
the auditor
 
of EUR
 
213 thousand,
 
including VAT,
 
related to
 
agreed-upon procedures
 
relating
to
 
the
 
Issuer’s
 
prospectus of
 
the
 
first issue
 
of
 
bonds (this
 
fee is
 
releases in
 
interest expense
 
using the
effective interest rate).
 
Other non-audit services were not provided by the auditor in the reporting
 
period.
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
22
13.
Financial income and expenses
Reported in the profit and loss account
 
in EUR thousand
as of 31 Dec 2023
as of 6 Sept 2023
Interest income amortised by the effective interest rate
 
4,526
-
Exchange rate gains
21
Financial income
4,547
-
Interest expenses amortised by the effective interest rate
(4,523)
-
Exchange rate losses
(58)
-
Financial expenses
(4,581)
-
Interest
 
income
 
relates
 
to
 
the
 
provided
 
loans
 
and
 
interest
 
expense
 
relates
 
to
 
the
 
issued
 
bonds.
 
The
expenses relating
 
to the
 
issue of
 
bonds such
 
as fees
 
to banks,
 
costs of
 
the review
 
of the
 
Bond Issuer’s
prospectus by an auditor, legal services and similar expenses are released
 
in interest expenses or income
using the effective interest rate.
 
14.
Risk Management and Disclosure Policies
 
This section describes the financial and operational risks to which the Company is exposed and the way
in which it
 
manages such risks. The
 
most important types of
 
financial risks for the
 
Company are credit
risk, interest rate risk and liquidity risk.
(a)
Credit risk
Credit
 
risk
 
is
 
the
 
risk
 
of
 
financial
 
loss
 
imminent
 
when
 
a
 
counterparty
 
in
 
a
 
transaction
 
in
 
a
 
financial
instrument fails
 
to meet its
 
contractual obligations.
 
This risk arises
 
for the Company
 
primarily from
 
loans
as
 
the
 
Company
 
provided
 
a
 
loan
 
to
 
the
 
parent
 
company
 
Energetický
 
a
 
průmyslový
 
holding,
 
a.s.
 
The
Company individually analyses the creditworthiness of the
 
parent company and only then payment
 
and
delivery terms are offered to
 
it. The Company continuously
 
monitors credit risk. The
 
carrying amount of
the loan represents the maximum
 
credit risk of the Company. The Company
 
recognises an allowance for
impairment, which
 
is an
 
estimate of
 
expected credit
 
losses and
 
quantifies it
 
in the
 
amount of
 
expected
credit losses over time.
The basis for
 
calculation of the allowance
 
by the end
 
of the relevant reviewed
 
period is the book
 
value
of
 
the
 
loan
 
provided
 
to
 
the
 
parent
 
company
 
(i.e.
 
the
 
principal
 
plus
 
unpaid
 
interest).
 
If
 
the
 
remaining
maturity period is shorter than 1 year, such fact is
 
taken into account in the calculation. This means that
if
 
there
 
are,
 
for
 
instance,
 
9
 
months
 
until
 
the
 
maturity of
 
the
 
loan,
 
the
 
book
 
value
 
of
 
the
 
loan
 
will
 
be
adjusted by a
 
coefficient of 0.75.
 
Furthermore, the LGD parameter
 
and the stipulated "default
 
rate" are
considered. The
 
default rate
 
is determined
 
on the
 
basis of the
 
rating of
 
the parent company
 
granted by
leading rating agencies.
 
The Company
 
provided a
 
loan to
 
the parent
 
company up
 
to a
 
total amount
 
of EUR
 
502,337 thousand.
The loan is provided mainly from funds selected from already subscribed bonds. Based on the financial
results of the debtor, the parent company, the Company evaluates its ability
 
to meet its obligations on an
annual basis.
As of 31 December 2023, the Company reported no financial assets past
 
their due dates.
 
At
 
the
 
balance
 
sheet
 
date,
 
the
 
maximum
 
credit
 
risks,
 
broken
 
down
 
by
 
type
 
of
 
counterparty
 
and
 
by
geographical area, are set out in the following tables.
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
23
Credit risk by type of counterparty
as of 31 Dec 2023
in EUR thousand
Enterprises (non-
financial
institutions)
Banks
Total
Assets
Cash and cash equivalents
-
347
347
Trade receivables and other assets (including prepayments)
354
-
354
Financial instruments and other financial assets
 
506,395
-
506,395
Total
506,749
347
507,096
as of 6 Sept 2023
in EUR thousand
Enterprises (non-
financial
institutions)
Banks
Total
Assets
Cash and cash equivalents
-
-
-
Trade receivables and other assets (including prepayments)
82
-
82
Financial instruments and other financial assets
 
-
-
-
Total
82
-
82
Credit risk by territory
as of 31 Dec 2023
in EUR thousand
Czech Republic
Other
 
Total
Assets
Cash and cash equivalents
347
-
347
Trade receivables and other assets
 
330
24
354
Financial instruments and other financial assets
 
506,395
-
506,395
Total
507,072
24
507,096
as of 6 Sept 2023
in EUR thousand
Czech Republic
Total
Assets
Cash and cash equivalents
-
-
-
Trade receivables and other assets
 
82
-
82
Financial instruments and other financial assets
 
-
-
-
Total
82
-
82
Impairment losses
Loss allowances are 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 balance sheet date, and
Lifetime ECLs: these are ECLs that result from all possible default events over the expected life
of a financial instrument.
The ECL model
 
is based on
 
the principle of
 
expected credit losses.
 
For the purposes
 
of designing
 
the ECL
model, the
 
portfolio of
 
financial assets
 
is split
 
into segments.
 
Financial assets
 
within each
 
segment are
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
24
allocated to three levels (Level I –
 
III) or to a group of financial assets that
 
are impaired at the date of the
first recognition of purchased
 
or originated credit-impaired financial assets
 
("POCI"). At the date
 
of the
initial recognition, the assets are included in Level I or POCI.
Subsequent allocation
 
to stages
 
is as
 
follows: assets
 
with significant
 
increase in
 
credit risk
 
since initial
recognition (Stage II), respectively credit impaired assets (Level III).
The
 
Company
 
calculated
 
allowances
 
using
 
the
 
expected
 
credit
 
loss
 
(ECL)
 
model
 
for
 
the
 
entire
 
loan
existence.
 
The Company reports no trade
 
receivables past their due
 
dates. For this reason, all
 
financial assets were
allocated to Level I.
 
The following changes were reported in allowances for impairment
 
of financial assets:
 
in EUR thousand
Loans to other than
credit institutions
 
Total
Balance at 6 Sept 2023
-
-
Recognition/(release) of allowances for expected loss during the period
 
410
410
Balance at 31 Dec 2023
410
410
(b)
Liquidity risk
Liquidity risk
 
is the
 
risk that
 
the Company
 
will encounter
 
difficulties in
 
meeting the
 
obligations associated
with its financial liabilities that are settled by delivering cash or another
 
financial asset.
By
 
default,
 
the
 
Company
 
ensures
 
that
 
it
 
has
 
sufficient
 
cash
 
on
 
demand
 
and
 
assets
 
within
 
short-term
maturity
 
to
 
meet
 
expected operational
 
expenses
 
for
 
a
 
period
 
of
 
90
 
days,
 
including
 
servicing
 
financial
obligations;
 
this
 
excludes
 
the
 
potential
 
impact
 
of
 
extreme
 
circumstances
 
that
 
cannot
 
reasonably
 
be
predicted, such as natural disasters.
The table below provides an analysis
 
of financial liabilities by relevant maturity
 
groupings based on the
remaining
 
period
 
from
 
the
 
reporting
 
date
 
to
 
the
 
contractual
 
maturity
 
date.
 
For
 
cases
 
where
 
there
 
is
 
a possibility of earlier repayment,
 
the Company chooses the
 
most prudent method of assessment.
 
For this
reason,
 
liabilities are
 
expected to
 
be repaid
 
as
 
soon as
 
possible
 
and for
 
assets
 
they
 
are
 
expected to
 
be
repaid
 
as
 
soon
 
as
 
possible.
 
Liabilities
 
that
 
do
 
not
 
have
 
a
 
contractual
 
maturity
 
are
 
grouped
 
into
 
the
"Undefined" category.
Maturity of financial liabilities
as of 31 Dec 2023
in EUR thousand
Carrying
amount
Contractual
cash flows
(1)
Less than 3
months
3 months to 1
year
1–5 years
 
Undefined
 
Liabilities
Financial instruments and other
financial liabilities
 
501,948
666,275
-
33,255
633,020
-
Trade payables and other payables
 
618
618
618
-
-
-
Total
502,566
666,893
618
33,255
633,020
-
(1)
Contractual cash flows disregarding discounting to the net present value and including potential interest
The Company reports no financial liabilities as of 6 September 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
25
(c)
Currency risk
The Company is not exposed
 
to risk of changes in exchange
 
rates as all transactions are carried
 
out in the
functional currency of the Company (EUR).
(d)
Interest rate risk
The
 
Company is
 
exposed to
 
a low
 
risk on
 
interest rate
 
fluctuations in
 
its
 
operations because
 
interest-
bearing assets and interest-bearing
 
liabilities have almost the
 
same maturity date and
 
are due in the same
amount, while reflecting the form of interest rates, whether fixed interest rates or variable interest rates.
The
 
table
 
below
 
provides information
 
on
 
the
 
extent
 
of
 
the
 
Issuer´s interest
 
rate
 
risk
 
according
 
to
 
the
contractual maturity
 
of financial
 
instruments. Assets
 
and liabilities
 
that do
 
not have
 
a contractual
 
maturity
or are not interest-bearing are grouped in the "Undefined" category.
Financial information
 
concerning interest-bearing
 
and non-interest-bearing
 
assets and
 
liabilities and
 
their
contractual maturity or revaluation dates are:
as of 31 Dec 2023
in EUR thousand
Less than 1 year
1 year to 5
years
Undefined
Total
Assets
Cash and cash equivalents
-
-
347
347
Trade receivables and other assets (including
prepayments)
-
-
354
354
Financial instruments and other financial assets
 
501,931
4,464
506,395
Total
-
501,931
5,165
507,096
Liabilities
Trade payables and other payables
-
-
618
618
Financial instruments and other financial payables
 
-
497,484
4,464
501,948
Total
-
497,484
5,082
502,566
Net interest rate risk
-
4,447
83
4,530
as of 6 Sept 2023
in EUR thousand
Less than 1 year
1 year to 5
years
Undefined
Total
Assets
Cash and cash equivalents
-
-
82
82
Trade receivables and other assets (including
prepayments)
-
-
-
-
Financial instruments and other financial assets
 
-
-
-
-
Total
-
-
82
82
Liabilities
Trade payables and other payables
-
-
-
-
Financial instruments and other financial payables
 
-
 
-
-
-
Total
-
-
-
-
Net interest rate risk
-
-
82
82
Nominal amounts of financial instruments are disclosed in Notes 7 and 9
 
– Financial instruments and
other financial assets and Financial instruments and other financial
 
liabilities.
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
26
Sensitivity analysis
The
 
Company
 
performs
 
stress
 
testing
 
using
 
a
 
standardised
 
interest
 
rate
 
shock,
 
which
 
means
 
that
 
an
immediate reduction/increase in interest
 
rates by 100 basis
 
points is applied to
 
the portfolio’s interest rate
positions along the entire length of the yield curve.
As of the balance sheet date and 31 December 2023, a change in interest rates of 100 basis points would
not affect
 
the overall
 
position of
 
the portfolio.
 
The parameters
 
of the
 
loan provided
 
to EPH
 
reflect the
parameters of the issued bonds.
 
(e)
Information on internal
 
control policies and
 
procedures and rules
 
of approach to
 
potential
risks in connection with the financial reporting process
 
The
 
internal
 
control
 
system
 
includes
 
control
 
mechanisms
 
created
 
within
 
the
 
Company.
 
It
 
ensures,
evaluates and minimises
 
operational, financial, legal
 
and other risks
 
of the Company.
 
Work
 
procedures
are
 
stipulated,
 
and
 
powers
 
and
 
responsibilities
 
are
 
allocated
 
within
 
the
 
control
 
system.
 
Results
 
of
 
the
internal control are objectively and
 
regularly evaluated. In case of any
 
findings, appropriate measures for
rectification of the identified defects are determined.
Financial control of the financial reporting process is provided for by responsible employees as a part of
internal management in the preparation of operations before their approval and in their course until their
settlement.
The bookkeeping
 
system is
 
governed by
 
the relevant
 
provisions of
 
the following
 
laws, decrees
 
and internal
regulations:
Act No. 563/1991 Coll. on Accounting, as amended;
International Financial
 
Reporting Standards (IFRS),
 
International Accounting
 
Standards (IAS)
and their
 
interpretations (SIC
 
and IFRIC)
 
(jointly "IFRS")
 
issued by
 
the International
 
Accounting
Standards Board (IASB) and adopted by the European Union;
Decree
 
No.
 
500/2002
 
Coll.
 
implementing
 
some
 
provisions
 
of
 
Act
 
No.
 
563/1991
 
Coll.
 
for
accounting entities which are entrepreneurs using the double-entry
 
accounting system;
Czech
 
Accounting
 
Standards
 
for
 
accounting
 
entities
 
keeping
 
their
 
books
 
in
 
accordance
 
with
Decree No. 500/2002 Coll., as amended;
Act No. 586/1991 Coll. on Income Taxes, as amended;
Act No. 235/2004 Coll. on Value Added Tax,
 
as amended;
Act No. 593/1992 Coll., on Reserves for Determining the Income Tax Base, as amended
 
internal bookkeeping policies and procedures
EPH Financing
 
International,
 
a.s. uses
 
the double-entry
 
accounting system
 
for the
 
accounting entity
 
in
accordance with
 
binding IFRS Accounting
 
Standards issued by
 
the International Accounting
 
Standards
Board (IASB)
 
and adopted
 
by the
 
European Union,
 
and keeps
 
also another
 
accounting system
 
for tax
purposes under the Czech Accounting Standards (CAS). Any changes in charts of account may be made
solely by
 
the responsible
 
department. Both
 
accounting systems
 
are processed
 
by Microsoft
 
Dynamics AX.
Balances of all accounts are checked at the cut-off date.
The
 
Company is
 
also
 
managed by
 
controlling tools.
 
These
 
tools are
 
focused
 
on the
 
evaluation of
 
key
financial
 
and
 
non-financial performance
 
indicators
 
with
 
the
 
aim
 
of
 
achieving
 
the
 
Company's
 
business
plan.
Financial
 
accounting
 
is
 
controlled
 
once
 
a
 
year
 
by
 
external
 
auditors
 
(a
 
preliminary
 
and
 
final
 
audit).
Balances of all accounts are duly evidenced in the process of documentary
 
inventory and physical stock-
taking. The finance
 
division and the
 
controlling department
 
check as of
 
the cut-off date of
 
each month the
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
27
balances of accounts which contain records
 
of tax payments, balances of cash
 
and bank accounts, as well
as accounts where there were any significant movements.
 
The finance division check the balances of all
accounts twice a year at the cut-off dates.
The
 
auditor
 
of
 
the
 
Company
 
for
 
2023
 
is
 
Deloitte
 
Audit
 
s.r.o.,
 
having
 
its
 
registered
 
office
 
at
 
Italská
2581/67, 120
 
00, Prague 2, Czech Republic.
(f)
Operational risk
The
 
operational
 
risk
 
consists
 
of
 
the
 
risk
 
of
 
loss
 
from
 
embezzlement,
 
unauthorised
 
activities,
 
errors,
omissions or system
 
failure. The risk
 
of this type
 
occurs in all
 
activities and threatens
 
all business entities.
The operational risk also includes legal risk.
The
 
primary
 
responsibility
 
for
 
the
 
application
 
of
 
controlling
 
mechanisms
 
for
 
the
 
management
 
of
operational risks rests with the Company's management. Generally applied standard cover the following
areas:
requirement regarding reconciliation and monitoring of transactions,
identification of operational risks in the control system,
by
 
gaining
 
an
 
overview
 
of
 
operational
 
risks,
 
the
 
Company
 
creates
 
prerequisites
 
for
 
the
determination and
 
focusing of
 
processes and
 
measures which
 
will lead
 
to a
 
reduction of
 
operational
risks and to the adoption of decisions on:
-
the recognition of individual existing risks;
-
the initiation of processes leading to mitigation of potential impacts;
 
or
-
narrowing the space for or total termination of risky activities.
 
 
 
 
 
 
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
28
15.
Related Parties
Identification of related parties
Relationships with related parties include relationships with shareholders and other entities, as set out
 
in
the following table.
(a)
Summary of outstanding balances with the related parties as of 31 December 2023
in EUR thousand
Receivables and other
financial assets
 
Payables and other
financial liabilities
 
as of 31 Dec 2023
as of 31 Dec 2023
To the parent company
From provided loan
506,395
-
From rebilling of costs
330
421
From provision of payment over and above the share capital
balance
 
-
-
Companies controlled by end shareholders
 
From cost invoicing
-
-
Total
507,135
421
(b)
in EUR thousand
Income
Expenses
as of 31 Dec 2023
as of 31 Dec 2023
To the parent company
From the interest accrued on the loan
 
4,526
-
From the rebilling of costs
 
8
(2)
Companies controlled by end shareholders
 
-
-
Total
4,534
(2)
All transactions were under arm’s length basis.
Transactions with key management members
Members
 
of
 
the
 
Board
 
of
 
Directors
 
and
 
the
 
Supervisory
 
Board
 
of
 
EPH
 
Financing
 
International,
 
a.s.
received
 
no
 
monetary
 
or
 
non-monetary
 
benefits
 
for
 
the
 
period
 
from
 
6
 
September
 
2023
 
to
 
31 December 2023.
 
At the same
 
time, these
 
members were
 
employees of other
 
companies within
 
the EPH
Group.
16.
Military Operation in Ukraine
In relation to the
 
ongoing war conflict in Ukraine
 
and relating sanctions against the Russian
 
Federation,
the Company
 
identified risks
 
and adopted
 
reasonable measures
 
to minimise
 
the impact
 
on its
 
business
activities. Based
 
on available
 
information and
 
current development,
 
the Company
 
continues to
 
analyse
the entire situation and assesses its direct impact on
 
the Company. The management of the Company has
considered any potential effects
 
of the situation on
 
its operations and business
 
and concluded that they
 
do
not
 
have any
 
major impact
 
on the
 
financial statements,
 
nor
 
on the
 
going concern
 
assumption in
 
2024.
Nevertheless, it is not possible to exclude any further negative
 
development in this situation which could
subsequently have a negative impact on the
 
Company, its business,
 
financial position, results, cash flow
and prospects in general.
image_6
Annual Report of EPH Financing International, a.s. for the period from 6 September
 
2023 to 31 December 2023
29
17.
Other Information
Basic information
 
from ESG
 
is
 
disclosed in
 
the consolidated
 
financial statements
 
of
 
EPH for
 
the
 
year
ended 31 December 2023 in section 1.2 “Report on activities”, paragraph
 
“Sustainability”.
 
The consolidated annual
 
report of EPH
 
(section 1.3 “Other
 
information, paragraph
 
“Sustainability report”
and 1.5
 
“EU Taxonomy”)
 
further states
 
that the
 
information on
 
ESG reporting
 
and the
 
EU Taxonomy
relating to 2023 will be part of the
 
EPH Report on sustainability which is planned to be
 
published in the
second quarter of 2024.
 
18.
Significant subsequent events
The
 
Company
 
is
 
part
 
of
 
a
 
multinational
 
group
 
of
 
entities
 
which
 
has
 
been
 
subject
 
to
 
new
 
rules
 
of
 
the
minimum 15% taxation since 2024 introduced by the rules of Pillar Two
 
of the BEPS 2.0 initiative. The
related
 
legal
 
regulations
 
were
 
adopted
 
shortly
 
before
 
the
 
balance
 
sheet
 
date.
 
Additionally,
 
further
guidance affecting the implication of the Pillar Two legislation is still being issued by the legislators. As
a result, the Group is still
 
in the process of assessing
 
the potential exposure to Pillar
 
Two income taxes as
of 31 December 2023.
 
The potential material
 
exposure, if any, to Pillar Two income
 
taxes is currently
 
not
known or
 
reasonably estimable. The
 
Group continues to
 
actively monitor the
 
development of the
 
Pillar
Two legislation in all countries where it operates and assess the potential impact of Pillar Two.
 
Except for
 
the above
 
post balance
 
sheet event
 
and events
 
listed in
 
other notes,
 
the Company’s management
is not aware of any
 
other significant post balance sheet event
 
that would have an impact on
 
the separate
financial statements for the period from 6 September 2023 to 31 December
 
2023.