S.D. STANDARD ETC PLC
ANNUAL REPORT AND
FINANCIAL STATEMENTS 2024
2
CONTENTS
BOARD OF DIRECTORS AND OTHER OFFICERS 3
STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE
PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS 4
REPORT ON CORPORATE GOVERNANCE 5
MANAGEMENT REPORT 8
STATEMENT OF COMPREHENSIVE INCOME 11
STATEMENT OF FINANCIAL POSITION 12
STATEMENT OF CHANGES IN EQUITY 13
STATEMENT OF CASH FLOWS 14
NOTES TO THE FINANCIAL STATEMENTS 15
INDEPENDENT AUDITOR’S REPORT 42
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 3
BOARD OF DIRECTORS AND OTHER
OFFICERS
MARTIN NES
CHAIRMAN / NON-EXECUTIVE DIRECTOR
Mr. Martin Nes (born 1969) has been involved with the Company
since its incorporation in 2010 and has previously held the role of
Acting CEO. He is well versed in the Company, as well as in the
shipping and offshore industry. He has been the CEO of Ferncliff TIH
AS since 2010.
Mr. Nes holds a law degree from the University of Oslo and a
Master of Laws degree from University of Southampton, England.
Prior to joining Ferncliff, he spent several years with the Norwegian
law firm Wikborg Rein, working in both the Oslo and London
offices; and has also worked with the shipping law firm Evensen &
Co. He has extensive corporate experience and is / has been
chairman of several listed companies; including Saga Pure ASA, NEL
ASA, Arribatec ASA, Standard Supply AS, Ayfie AS and Dolphin
Drilling AS. He was re-elected as a Chairman of S.D. Standard ETC
Plc on 7 August 2024.
He is a Norwegian citizen and resides in Norway.
KONSTANTINOS PANTELIDIS
NON-EXECUTIVE / INDEPENDENT DIRECTOR
Mr. Konstantinos Pantelidis (born 1970) has over 30 years’
experience in the service industry and an extensive knowledge in
accounting and audit, banking, financial management and
budgeting. His experience includes participation in board meetings
under his capacity as a non-executive director and finance director
of various companies and organizations, including PLC’s.
Since November 2008, Konstantinos is the founder and Director of
Rombus Services Ltd. Konstantinos is a fellow member of the
Chartered Association of Certified Accountants (ACCA) and a
member of the Institute of Certified Public Accountants of Cyprus
(ICPAC).
Mr. Pantelidis has been involved with the company from 2016,
where he served as a member and chairman of the Nomination
Committee. He was appointed to the Board of Standard Drilling in
June 2018 and he also serves as a Chairman of the Audit committee.
GEORGE CRYSTALLIS
NON-EXECUTIVE / INDEPENDENT DIRECTOR
Mr. George Crystallis (born 1956) is Managing Director of M.G.
Crystallis & Co Limited, a Cyprus trading company.
Mr. Crystallis has extensive board experience and serves on the
boards of several Cypriot companies. He was appointed to the
Board of S.D. Standard ETC in December 2010. Mr. Crystallis holds
a degree in Economics from the University of Freiburg.
EVANGELIA PANAGIDE
GENERAL MANAGER
Mrs. Evangelia Panagide (born 1974) has, from 1 September 2013,
been appointed as General Manager of the Company. She is based
in the Company’s headquarters in Cyprus and has run this office
since 2013.
Very well versed in the Company and skilled in day-to-day
administrative matters, Mrs. Panagide keeps abreast and ensures
adherence to Cyprus regulations and laws and the Code of Practice
for Corporate Governance.
CHRISTOS NEOKLEOUS
CHIEF FINANCIAL OFFICER
Mr. Christos Neokleous (born 1970) has been appointed as Chief
Financial Officer on 1 July 2017 but has been involved with the
Company since its incorporation. He has more than 30 years of
experience as auditor and advisor with a demonstrated history of
working as a Partner in one of the Big 4 audit firms in Cyprus. He is
skilled in numerous audit and accounting fields, and has extensive
knowledge of International Financial Reporting Standards, Taxation
Policies, Cyprus Companies Law, Corporate Governance matters
and day to day administration processes.
Mr. Neokleous is a Fellow member of the Chartered Association of
Certified Accountants (FCCA), a member of the Institute of Certified
Public Accountants of Cyprus (ICPAC), a member of The Association
of Accounting Technicians (MAAT) and a licensed Insolvency
Practioner in Cyprus.
ALFO SECRETARIAL LIMITED
COMPANY SECRETARY
Arch. Makariou III, 276
LARA Court
Office 3,
3105 Limassol, Cyprus
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 4
STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE
PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Securities for Trading on Regulated Markets) Law of
2007, 2009, 2012 and 2016 of Cyprus (“Law”) we, the members of the Board of Directors and other responsible persons for the financial
statements of S.D. Standard ETC Plc (“the Company”), for the year ended 31 December 2024 we confirm that, to the best of our knowledge:
a) the financial statements of the Company for the year ended 31 December 2024 which are presented on pages 11 to 41.
(i) were prepared in accordance with IFRS Accounting Standards, as adopted by the European Union in accordance with provisions
of Article 9, section 4 of the Law, and
(ii) give a true and fair view of the assets and liabilities, the financial position and the profit or losses of S.D. Standard ETC Plc, and
the business that are included in the financial statements as a total, and
b) the Management Report provides a fair review of the developments and the performance of the business as well as the financial position
of S.D. Standard ETC Plc, together with a description of the principal risks and uncertainties that they are facing.
Limassol, 9 April 2025
George Crystallis
Independent Director
Evangelia Panagide
General Manager
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 5
REPORT ON CORPORATE GOVERNANCE
As a limited liability company incorporated in the Republic of
Cyprus, S.D. Standard ETC Plc (“SDSD” or the “Company”) is
subject to Cypriot laws and regulations. Additionally, because of
being listed on Oslo Bors, the Company must comply with
certain aspects of Norwegian Securities Law and has decided to
adhere to the Norwegian Code of Practice for Corporate
Governance dated 14 October 2021 (the “Code of Practice”) on
a “comply or explain” basis.
SDSD’s Board of Directors and management annually reviews
the principles for corporate governance in the Code of Practice
and how they are implemented in the Company. Pursuant to the
Code of Practice, SDSD hereby gives an account of the
Company’s corporate governance principles and practice.
The description below accounts for SDSD’s compliance with the
15 sections in the Code of Practice.
IMPLEMENTATION AND REPORTING ON CORPORATE GOVERNANCE
As SDSD is a Cyprus registered company, the Company intends
to comply with the Code of Practice as long as it is in accordance
with mandatory provisions in the Cyprus Companies Law, Cap
113 and Cypriot practice and principles for public limited
companies. To ensure adherence to the Code of Practice the
Company has adopted specific guidelines such as:
• Rules of procedure for the Board of Directors
• Instructions for the Chief Executive Officer/General
Manager
• Guidelines for the duties of the nomination committee
• Guidelines for the auditor’s and associated persons’ non-
auditing work
• Code of conduct of business ethics and corporate social
responsibility (Code of Ethics)
• Investor relations policy
• Audit committee charter
• Remuneration policy for the Board of Directors and
Management team
The Company’s adoption of the Code of Practice and the above
guidelines ensures an appropriate division of roles and
responsibility and well-functioning cooperation among the
Company’s shareholders, the Board of Directors and its senior
management, and that the Company’s activities are subject to
satisfactory control. An appropriate division of roles, effective
cooperation, and satisfactory control contribute to the best
possible value creation over time, to the benefit of owners and
other stakeholders.
The Company’s Code of Ethics addresses impartiality, conflicts
of interests, relations with customers and suppliers, relations
with media, insider trading and relevant financial interests of a
personal nature. The code of ethics applies to all employees in
SDSD.
BUSINESS
The Company is an investment entity with a special focus on
energy, transport and commodities. The Company invests directly
or indirectly into companies, securities, commodities and/or
assets, although the Company will pursue any attractive
investment opportunities that may arise within the framework of
industries it operates. The objective of the Company is to generate
significant medium to long-term capital growth in a sustainable
manner.
The objectives of the Company are within the framework of the
Memorandum of Association, which is available on the Company’s
website, http://www.standard-etc.com. The Company’s
Memorandum of Association contains the description of the
Company’s objectives and strategies under Cypriot law but does
not clearly define the Company’s business as this is not in
accordance with Cypriot practice.
The annual report describes the Company’s targets and principal
strategies and the market is kept updated through the quarterly
reports. The Board of Directors leads the Company’s strategic
planning, sets the objectives and makes the necessary decisions
which provide guidance to the management of the Company for
implementing the strategy and create value for shareholders in a
sustainable manner. The Company’s objectives, strategy and risk
profiles are evaluated by the Board at least annually.
Having a sound financial position with no debt, the Board of
Directors believe that the Company is well positioned to take
advantage of opportunities that may appear within the markets it
operates.
EQUITY AND DIVIDEND
The Board of Directors continuously reviews the capital structure
in light of the Company’s targets, strategies and intended risk
profile. The Company aims to manage its resources in a manner
which will ensure shareholders a competitive return in the form of
dividends and increases in share price relative to comparable
investment alternatives.
The Company does not have a dividend policy. Dividend payments
will depend on the Company’s results, its financial situation and
the need for working capital and investments.
Authorizations to the Board of Directors
At the AGM of the year 2024, the Board of Directors was granted
the following authorizations:
• Following a waiver of the pre-emption rights of the
shareholders, the Board was granted an authorization to
issue new shares to the existing shareholders and/or new
investors and/or convertible bondholders and/or convertible
lenders up to the limit of the authorized share capital as it
stands on the day of such new issue, for an indicative price
range in United States Dollars equivalent to NOK0,20 –
NOK5,00 per share and provided that no issue shall be for a
price below the nominal value of the shares. The
authorization is valid until the AGM of the year 2025.
• To acquire own shares in accordance with the relevant
provisions and terms prescribed by the Cyprus Companies
Law and within a time period of twelve months from the date
of approval of the resolution.
Cyprus practice and the Cypriot legal system with issued and
authorized capital is different from the Norwegian Company law
mandates that are specific to the Board of Directors and the
recommendations in the Code of Practice. The above authorization
given to the Board of Directors for the issue of new shares is not in
line with the recommendations in the Code of Practice as it covers
more than one purpose. However, the Board believes that it gives
sufficient flexibility to raise capital quickly in the future with
respect to private placements by allowing a proactive approach
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 6
and swift responses to favorable market conditions for raising
equity capital, thus making it more attractive to potential investors
to approach the Company for investment.
EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE
ASSOCIATES
As of 31 December 2024, the Company had 1 539 shareholders.
The Company has only one share class, with identical voting rights.
All shareholders are treated equally and the Articles of Association
do not contain any restrictions on voting rights.
Where there is a need to waive the pre-emption rights of existing
shareholders this will be justified at the time of approval or were
based on an existing mandate justified in the Stock Exchange
announcement in relation to the relevant share increase. The
Company always aims to equally treat all shareholders. The Board
of Directors has not made any resolutions to increase the share
capital based on the authorization granted at the AGM of 2024.
All information relevant to the share price is published through the
notification system of the Oslo Bors Stock Exchange and the
Company’s website. Any transactions in own (treasury) shares will
be executed on the Oslo Bors Stock Exchange or by other means at
prevailing stock exchange prices. The Company has not purchased
own shares during the year 2024.
All transactions between the Company and its close associates are
disclosed in the financial statements. If there are material
transactions between the Company and a shareholder, Board
member, member of senior management, or a party closely
related to any of the aforementioned, the Board of Directors will
generally ensure that the transactions are on market terms.
The Company has adopted guidelines to ensure that members of
Board of Directors and executive personnel notify the Board if they
may have any direct or indirect interest in any transaction entered
by the Company. Information about the composition of the
Company’s shareholders is presented in note 18 to the financial
statements.
SHARES AND NEGOTIABILITY
The shares are listed on the Oslo Bors and are freely transferable.
The Articles of Association include no form of restriction on
negotiability.
GENERAL MEETINGS
The Annual General Meeting (“AGM”) is the forum for the
Company’s shareholders to participate in major decisions and shall
be held no later than fifteen months from the date of the previous
AGM. The Company’s Articles of Association require 21 days’
notice for Annual and Extraordinary General Meetings specifying
the matters to be considered.
The Company’s AGM is open to all the Company’s shareholders
and the Board of Directors is taking steps as recommended by the
Code of Practice ensuring that as many shareholders as possible
may exercise their rights by participating in general meetings of
the Company.
Shareholders may exercise their vote through a representative or
proxy. All shares have equal voting rights. There are no restrictions
on ownership or any known shareholder agreements. The AGM
minutes are published through the notification system of the Oslo
Bors Stock Exchange and on the Company’s website,
https://www.standard-etc.com.
All the members of the Board of Directors as well as the Chairman
of the Nomination Committee shall attend the AGM. Pursuant to
the articles of association of the Company, the Chairman of the
Board will chair the general meeting or in case he is absent or
unwilling to do so, the directors present shall elect one of their
number to act as the chairman of the meeting. This is a deviation
from the Code but the Company has concluded that the chair of
the Board is in the best position to chair the general meeting.
COMMITTEES
Nomination Committee
The Company in line with its Articles of Association, has
established a Nomination Committee which operates in
accordance with the “Guidelines for the Nomination
Committee”, which are available on the company’s website,
https://www.standard-etc.com. The term of appointment is for
two years. The current Nomination Committee is comprised by
Mr. George Papanicolaou (Chairman) and Mr. Demetris Kyriakou
(member) and its tenure ends at the AGM of the year 2026.
The Nomination Committee submits recommendations to AGMs
for the election of members of the Board of Directors. The
recommendation will include relevant information on each
candidate’s background and independence. Furthermore, the
Nomination Committee proposes remuneration to the members
of the Board of Directors.
The Board of Directors’ proposal of the composition of the
Nomination Committee is in line with the Code of Practice.
Audit Committee
The Audit Committee is appointed by the Board of Directors of the
Company and is currently comprised by Mr. Konstantinos
Pantelidis (Chairman) and Mr. George Crystallis (member).
The responsibilities of the Audit Committee are to monitor the
Company’s financial reporting process and the effectiveness of its
systems for internal control and risk management as well as to
review ethics and compliance issues. The Audit Committee shall
also keep in regular contact with the Company’s auditor regarding
the auditing of the annual accounts, evaluate, and oversee the
auditor’s independence.
The composition of the audit committee is in line with the
provisions of the Auditors’ Law of Cyprus and the Code of Practice
of Cyprus and Norway.
THE BOARD OF DIRECTORS COMPOSITION
The Company does not have a corporate assembly. According to
the Articles of Association, the Company shall have a Board of
Directors consisting of a minimum of two and a maximum of ten
members. At present, the Board of Directors consists of three
members.
The Board members are elected at the AGM. The election is based
on a recommendation prepared and presented by the Nomination
Committee to be adopted at the AGM. The recommendation is
distributed to the shareholders along with the convening letter to
the AGM. Decisions on the composition of the Board of Directors
require a simple majority and Directors are elected for two-year
terms and can be re-elected.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 7
The Company aims to ensure a balanced composition of the Board
of Directors in terms of competence, experience and background
relevant to the Company’s operations. It is also preferable that the
Board of Directors reflect both the Company’s ownership
structure and the need for independent representatives. The
current composition of the Board of Directors satisfies the
requirements for independence as set forth in the Code of
Practice.
THE WORK OF THE BOARD OF DIRECTORS
The Board annually adopts a plan for its work, emphasizing goals,
strategies and implementation. The Board regularly receives
financial reports for the Company and its subsidiaries and
associate Companies with the management’s comments on the
financial status and other relevant issues. The Board discusses
strategy and budgets in extended board meetings. Special
attention is taken when considering transactions with related
parties and any conflicts of interests of participants are made
aware.
The Board of Directors holds more than six board meetings per
year and conducts an annual self-evaluation of its work.
As set forth under Section “Implementation and Reporting on
Corporate Governance” above, the Board of Directors has
adopted guidelines in line with the recommendations in the Code
of Practice. The Board of Directors has also adopted committees
as recommended, cf. also Section “Committees” above.
RISK MANAGEMENT AND INTERNAL CONTROL
Risk management and internal control is performed through
various processes within the Company, both on a Board level
and in daily management of the Company. The Board of
Directors receives regular reports from management outlining
the financial and operational performance of the Company and
its subsidiaries and associate. The Board of Directors evaluates
the internal control systems on an ongoing basis and assesses
the most important risk factors that the Company will be
confronted with. In view of the Company’s strategy, the Board
pays particular attention to ensuring that the internal control
systems apply to all aspects of the Company’s activities. The
Board also considers the need for any further measures in
relation to the risk factors identified.
In line with the Code of Practice, the Board of Directors has
adopted guidelines that encompass the Company’s corporate
and ethical values and corporate social responsibility, cf. Section
“Implementation and Reporting on Corporate Governance”
(Code of Ethics).
REMUNERATION OF THE BOARD OF DIRECTORS
The Company has adopted guidelines for remuneration of the
members of the Board of Directors.
The remuneration paid to the members of the Board had been
decided at the AGM that took place on 5 June 2024, having
considered proposals by the Nomination Committee in line with
the Code of Practice. Information about the fees paid to the
Board of Directors and Committees is presented in note 20 to
the financial statements.
REMUNERATION OF EXECUTIVE PERSONNEL
The Company has adopted guidelines for remuneration of the
management team in line with the Code of Practice.
Information on remuneration for the year 2024 for members of
the senior management is presented in note 20 to the financial
statements.
INFORMATION AND COMMUNICATIONS
The Company complies with the Oslo Børs Code of Practice for
Reporting Investor Relations Information and as well as
additional reporting requirements under Cypriot laws and
regulations.
TAKEOVERS
The Board of Directors has as part of its Corporate Governance
Principles adopted guidelines on how it will act in the event of a
take-over bid, in line with the Code of Practice.
The Company will not seek to hinder or obstruct take-over bids
for the Company’s activities or shares unless there are particular
reasons for this. In the event of a take-over bid for the
Company’s shares, the Board of Directors should not exercise
mandates or pass any resolutions with the intention of
obstructing the take-over bid, unless this is approved by the
general meeting following announcement of the bid. If an offer
is made for the Company’s shares, SDSD’s Board of Directors
should issue a statement making a recommendation, as to
whether shareholders should or should not accept the offer.
The Board of Director’s statement on the offer should make it
clear whether the views expressed are unanimous, and if this is
not the case, it should explain the basis on which specific
members of the Board of Directors have excluded themselves
from the Board of Directors’ statement. The Board of Directors
should arrange a valuation from an independent expert. The
valuation should include an explanation and it should be made
public, no later than at the time of the public disclosure of the
statement. Any transaction that is in effect a disposal of the
Company’s activities should be decided by a general meeting.
AUDITOR
The Company’s appointed external auditor is
PricewaterhouseCoopers Limited, Cyprus (“PwC”). The auditor
participates in Audit Committee meetings during which the audit
plan and results of the audit are discussed. Also, the auditor
participates in the meeting of the Board of Directors in which the
financial statements are reviewed and approved. The auditor also
participates in the AGM. Information about the fee paid to the
auditor is stated in the Annual Report.
The Company has adopted guidelines for the auditor’s and
associated persons’ non-auditing work, in line with the Code of
Practice and the EU regulation.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 8
MANAGEMENT REPORT
The Board of Directors presents its report together with the audited
financial statements of S.D Standard ETC Plc. (“SDSD” or the
“Company”) for the year ended 31 December 2024.
HISTORY AND PRINCIPAL ACTIVITIES
The Company was incorporated as a private limited liability
company under the laws of Cyprus with the name of S.D. Standard
Drilling Limited on 2 December 2010. The Company was converted
into a public limited liability company on 23 December 2010 and the
Company’s name was changed to S.D. Standard ETC Plc in January
2022. On 25 March 2011 the Company’s shares were listed on Oslo
Axess and on 31 May 2017 were listed on Oslo Bors, under the ticker
SDSD.
The principal activity of the Company is to operate as an investment
entity with a special focus on energy, transport and commodities
segments, with direct or indirect exposure into companies,
securities and / or assets.
BUSINESS STRATEGY
The Company’s strategy is mainly to invest in energy, transport and
commodities segments, directly or indirectly into companies,
securities, commodities and / or assets, although the Company will
pursue any attractive investment opportunities that may arise
within the framework of industries it operates. The objective of the
Company is to generate significant medium to long term capital
growth in a sustainable manner.
SDSD has incorporated a wholly owned subsidiary named Standard
Invest AS in 2021 which provides portfolio management services to
the Company.
The Company has a sound financial position with no debt and the
Board of Directors believe that the company is well positioned to
take advantage of opportunities that may appear within the
markets it operates. This includes, but is not limited to, asset play,
or investment directly in other companies. The main drivers are
maximizing the return and minimizing the risk.
REVIEW OF DEVELOPMENTS, POSITION AND PERFORMANCE OF THE
COMPANY'S BUSINESS
During the year 2024, the Company entered into various
transactions, the most significant of which are summarized below:
1. In June 2024, the Company entered into an addendum to the
shareholder bridge loan facility agreement signed with the
associate Dolphin Drilling AS in 2023, extending the existing
bridge loan facility final repayment date to 30 November 2025.
2. In April 2024, the associate Dolphin Drilling AS proceeded with
an equity issue through a private placement raising gross
proceeds of the NOK equivalent of USD 40 million. The
Company, as one of the largest shareholders, was allocated
shares for NOK 50 million equivalent to USD 4,5 million,
however its holding was reduced to 17%.
3. In February 2024, the Company provided its subsidiary
Standard Supply AS, under the revolving credit facility ("RCF")
that was concluded in June 2022, the amount of USD11,8
million which was settled in March 2024 including interest.
4. During 2024, the Company provided Ferncliff Opportunities
AS, additional amounts of USD 11,2 million under the
unsecured loan agreement concluded in November 2023. In
July 2024 the loan has been repaid by Ferncliff Opportunities
AS in full plus accrued interest.
5. During the year 2024, the Company received from its
subsidiary Standard Supply AS dividends in cash amounting to
USD 45,7 million (2022: USD 13,2 million).
6. Moreover, during 2024 the Company invested USD 99,4
million for the acquisition of securities listed on the US and
Oslo Stock Exchange, debt investments as well as unlisted
securities, some of which were disposed for USD 77,7 million
realizing a profit of USD 4 million and a fair value loss of USD
1,3 million from revaluation of financial assets at fair value
held for trading. As of 31 December 2024, investments held for
trading had a fair value of USD 46,2 million.
More information on investments and transactions with related
parties is provided in notes 5 and 22 respectively.
Non-Financial KPIs
Health, Safety and Environmental regulations
The Company aims to comply, in all material respects, with the
health, safety and environmental regulations affecting its
operations in the countries and jurisdictions in which the Company
is operating. The Company is not, nor has been involved in any legal,
governmental or arbitration proceedings. This is in line with the
overall culture and vision of the Company.
Corporate Social Responsibility
The Company has formalized guidelines regarding corporate social
responsibility and is constantly focused and conducts its business
through a sound code of ethics.
FINANCIAL RESULTS
The Company’s results for the year are set out on page 11. The
Company’s loss after tax for the year ended 31 December 2024,
which is attributable to the equity holders, was USD 16 million
compared to a profit of USD 2,6 million for the year ended 31
December 2023. The total assets of the Company for 2024 were
USD 117,6 million and the net assets were USD 116,9 million,
compared to USD 144,9 million and USD 142,4 million respectively
in 2023.
The Company’s results for the year 2024 are not considered
satisfactory, since they were mainly impacted by an unrealized loss
of USD 67,2 million on financial assets reflecting their respective
share price development. The loss comprises of USD 22,8 million
from the investment in Dolphin Drilling AS and USD 44,4 million
from Standard Supply AS, however after deducting USD 45,7 million
dividends received Standard Supply AS investment earned a net
gain of USD 1,5 million.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company’s activities are exposed to the overall economic
environment as well as regulatory, market and other financial risks
associated with the market in which the specific investments are
held.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 9
Russo-Ukrainian and Israel-Hamas Wars
The Company does not have any operations or investments directly
impacted by the present wars in Ukraine and Gaza, however the
continuance and a potential escalation or de-escalation of these
wars may cause material impact on equity and assets prices
worldwide, which in turn may affect the Company’s earnings and
statement of financial position.
The Company has in place systems and procedures to maintain its
status in the market and to stay alert to changes in the marketplace
in order to help mitigate market risk. Internal procedures have
been and are continuously being developed to help monitor
developments and mitigate financial and operational risks.
All principal risks and uncertainties are disclosed in more detail in
Note 3 to these financial statements.
USE OF FINANCIAL INSTRUMENTS BY THE COMPANY
The Company is exposed to a variety of financial risks: market risk
(including currency risk and price risk), interest rate risk, credit risk
and liquidity risk. The detailed analysis of the Company’s exposure
to financial risks as at the statement of financial position date are
disclosed in Note 3. 1 of the financial statements.
FUTURE DEVELOPMENTS OF THE COMPANY
Going forward, the Company will continue monitoring the current
global economy uncertainty. Having a sound financial position with
no debt, the Board believes that the Company is well positioned to
seek and take advantage of any attractive investment
opportunities that may appear within the framework of industries
it operates.
DIVIDENDS
On 6 November 2024, the Board of Directors of the Company
resolved the payment of an interim dividend of NOK 0.20 per share
amounting to USD9,5 million, out of the profits of the year 2022.
The Board of Directors does not recommend the payment of a final
dividend for the year 2024.
SHARE CAPITAL AND PREMIUM
During the year 2024, no changes took place in the share capital and
share premium accounts of the Company.
As of 31 December 2024, the Company has issued 524 482 901
ordinary shares and the number of authorised but not issued shares
was 340 517 099.
TREASURY SHARES
As of 31 December 2024, the Company didn’t hold any own shares.
BOARD OF DIRECTORS
The members of the Board of Directors as at 31 December 2024
and at the date of this report are shown on page 3.
There were no significant changes in the assignment of
responsibilities as well as other changes in the composition of the
Board of Directors during 2024, other than the following:
• At the Annual General Meeting of the Company that took place
on 5 June 2024, Mr. Konstantinos Pantelidis was re-elected in
office.
• Mr. Martin Nes was re-appointed in the position of the
Chairman of the Board on 7 August 2024.
In accordance with the Company’s Articles of Association, Mr.
Martin Nes will retire by rotation and he is eligible for re-election at
the Annual General Meeting of the Company.
The remuneration of the Members of the Board of Directors is
shown in note 19 to these financial statements.
DIRECTORS’ INTEREST IN THE SHARE CAPITAL OF THE COMPANY
None of the directors holding office at the end of the financial
year had any interest in the shares of the Company, except the
following indirect shareholdings:
• Martin Nes through Hanekamb Invest AS (1,69%).
EVENTS AFTER THE REPORTING PERIOD
All material events after the reporting period are described in
detail in note 23 to these financial statements.
BRANCHES
The Company did not operate through any branches during the
year.
CORPORATE GOVERNANCE
The Directors of S.D. Standard ETC Plc recognize the importance of
the corporate governance policies, practices and procedures.
Being listed on the Oslo Bors Stock Exchange in Norway, the
Company must comply with certain aspects of Norwegian
Securities Law and is also obligated to adhere to the Norwegian
Code of Practice for Corporate Governance dated
14 October 2021 (the “Code of Practice”) on a “comply or explain”
basis (see separate section on corporate governance on pages 5 to
7).
INDEPENDENT AUDITORS
The Independent Auditors, PricewaterhouseCoopers Limited,
have expressed their willingness to continue in office. A resolution
giving authority to the Board of Directors to fix their remuneration
will be proposed at the Annual General Meeting.
ALTERNATIVE PERFORMANCE MEASURES
This section describes the financial Alternative Performance
Measures (APMs) that are used in the Annual Report and Financial
Statements for the year 2024.
The following APMs are not defined nor specified in the applicable
financial reporting framework of IFRS Accounting Standards,
however their definition and calculation are provided below:
• Operating Profit / (Loss) is defined as Income from operating
activities after subtracting administration and operating
expenses.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 10
• Profit / (Loss) before tax is defined as Operating loss less
finance costs.
• Profit / (Loss) after tax is defined as Operating loss less finance
costs and income tax.
All the above APMs can be found on the Statement of
Comprehensive Income for the year ended 31 December 2024, on
page 11 of the Annual Report.
On Behalf of the Board of Directors of S.D. Standard ETC Plc.
Alfo Secretarial Limited
Secretary
Limassol, 9 April 2025
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024
11
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
(Amounts in USD 000)
Note
31.12.2024
31.12.2023
Audited
Audited
Income
Changes in fair value on financial assets at fair value through profit or loss
5.1
(67 203)
(13 694)
Changes in fair value on financial assets at fair value through profit or loss – held
for trading
5.2
2 734
1 652
Dividend income on financial assets at fair value through profit or loss
6
46 460
13 335
Interest income
7
4 892
2 766
Other losses
(365)
-
Net foreign currency (losses)/gains
(698)
625
Total net (loss) / income
(14 180)
4 684
Expenses
Administration and operating expenses
12
(1 420)
(1 920)
Total operating expenses
(1 420)
(1 920)
Operating (loss) / profit
(15 600)
2 764
Finance costs
Sundry finance expenses
13
(49)
(43)
(Loss) / profit for the year before tax
(15 649)
2 721
Income tax expense
14
(336)
(130)
(Loss) / profit for the year after tax
(15 985)
2 591
(Loss) / profit attributable to the owners of the Company
(15 985)
2 591
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Other comprehensive income for the year
-
-
Total comprehensive (loss) / income for the year
(15 985)
2 591
Earnings per share
Basic (loss) / earnings per share in USD
15
(0,03)
0,00
Diluted (loss) / earnings per share in USD
15
(0,03)
0,01
The notes on pages 15 to 41 are an integral part of these financial statements.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 12
STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2024
(Amounts in USD 000)
Note
31.12.2024
31.12.2023
ASSETS
Audited
Audited
Financial assets at fair value through profit or loss
5.1
18 306
80 973
Total non-current assets
18 306
80 973
Financial assets at amortised cost
8.1
3 101
320
Other non-financial assets
8.2
297
290
Financial assets at fair value through profit or loss held for trading
5.2
46 212
21 713
Loans receivable from related parties – at fair value through profit or loss
22.2
8 950
16 081
Cash and cash equivalents
9
40 732
25 523
Total current assets
99 292
63 927
Total Assets
117 598
144 900
EQUITY AND LIABILITIES
Share capital
10
15 734
15 734
Other paid-in equity
708
715
Retained earnings
100 446
125 933
Total equity
116 888
142 382
Trade and other payables
11
710
2 471
Current tax liability
14
-
47
Total current liabilities
710
2 518
Total Equity and Liabilities
117 598
144 900
On 9 April 2025, the Board of Directors of S.D. Standard ETC Plc authorized these financial statements for issue.
Martin Nes
Konstantinos Pantelidis
Chairman
Director
The notes on pages 15 to 41 are an integral part of these financial statements.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 13
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
(Amounts in USD 000)
Share
Capital
Other paid-in
equity
Retained earnings
Total
Balance at 01.01.2023
15 734
526
123 342
139 602
Comprehensive income
Profit for the year
-
-
2 591
2 591
Total comprehensive income
-
-
2 591
2 591
Transactions with owners in their capacity as
owners:
Option and share program (note 17)
-
189
-
189
Total transactions with owners in their capacity as
owners
-
189
-
189
Balance at 31.12.2023 (audited)
15 734
715
125 933
142 382
Balance at 01.01.2023
15 734
715
125 933
142 382
Comprehensive income
Loss for the year
-
-
(15 985)
(15 985)
Total comprehensive loss for the year
-
-
(15 985)
(15 985)
Transactions with owners in their capacity as
owners:
Option and share program (note 17)
-
(7)
-
(7)
Interim dividend paid (note 18)
-
-
(9 502)
(9 502)
Total transactions with owners in their capacity as
owners
-
(7)
(9 502)
(9 509)
Balance at 31.12.2024 (audited)
15 734
708
100 446
116 888
Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the
Republic Law, by the end of the two years after the end of the year of assessment to which the profits refer, will be deemed to have
distributed this amount as dividend. Special contribution for defence at the rate of 17% will be payable on such deemed dividend
to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end
of the year of assessment to which the profits refer, are Cyprus tax residents and domiciled. From 1 March 20209, the deemed
dividend distribution is subject to a 2,65% contribution to the National Health System, with the exception of April 2020 until June
2020 when the 1,70% rate was applicable. The amount of this deemed dividend distribution is reduced by any actual dividend paid
out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to which the
profits refer. This special contribution for defence is paid by the Company for the account of the shareholders.
The notes on pages 15 to 41 are an integral part of these financial statements.
S.D. Standard ETC Plc. – Annual Report and Separate Financial Statements 2024 14
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
(Amounts in USD 000)
31.12.2024
31.12.2023
As restated (*)
Note
Audited
Audited
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) / profit for the year before income tax
(15 649)
2 721
Unrealised exchange loss / (gain)
698
(625)
Dividend Income
6
(46 460)
(13 335)
Interest income
(4 892)
(2 766)
Fair value loss in financial assets fair value through profit or loss
5.1
67 203
13 694
Gains in financial assets fair value through profit or loss – held for trading
5.2
(2 734)
(1 652)
Other losses
365
-
Option and share program
17
(7)
189
CHANGES IN WORKING CAPITAL
Payments to acquire financial assets at fair value through profit or loss
5.1
(4 536)
(6 905)
Payments to acquire financial assets at fair value through profit or loss held for
trading
5.2
(55 624)
(67 067)
Receipts from disposal of financial assets at fair value through profit or loss held
for trading
5.2
34 997
52 752
Increase in receivables and prepayments
(4 468)
(533)
(Decrease) / increase in trade and other payables
(1 761)
2 237
Dividends received – net of withholding tax
6
46 460
13 324
Interest received from financial assets at fair value through profit or loss
2 393
483
Loans granted to related companies
22.2
(22 916)
(19 120)
Proceeds from repayment of loans granted to related companies
22.2
30 836
3 700
Net cash generated from/(used in) operating activities
23 905
(22 903)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received from financial assets at amortised cost
1 504
1 523
Net cash generated from investing activities
1 504
1 523
CASH FLOWS FROM FINANCING ACTIVITIES
Interim dividend paid
18
(9 502)
-
Net cash used in financing activities
(9 502)
-
Net increase / (decrease) in cash and cash equivalents
15 907
(21 380)
Cash and cash equivalents at beginning of year
25 523
46 251
Effect of exchange rate changes on the balance of cash held in foreign currencies
(698)
625
Cash and cash equivalents at end of year
9
40 732
25 523
(*)Refer to note 2.18 of the financial statements
The notes on pages 15 to 41 are an integral part of these financial statements.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 15
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 1 – INCORPORATION AND PRINCIPAL ACTIVITIES
COUNTRY OF INCORPORATION
S.D. Standard ETC Plc (formerly S.D. Standard Drilling Plc) (the “Company”) is a limited liability company incorporated and domiciled
in Cyprus on 2 December 2010 in accordance with the provisions of the Cyprus Companies Law, Cap. 113. The Company was renamed
from S.D. Standard Drilling Plc to S.D. Standard ETC Plc in January 2022 following a decision by its shareholders. The Company was
converted into a public company on 23 December 2010. On 25 March 2011 the Company’s shares were listed on Oslo Axess and on
31 May 2017 were listed on Oslo Bors. The head office is located in Limassol, Cyprus and its registered office is at Chrysanthou
Mylona 1, Panayides Building, 2
nd
floor, Office 3, 3030 Limassol, Cyprus.
PRINCIPAL ACTIVITIES
The principal activity of the Company is to operate as an investment entity with a special focus on energy, transport and
commodities segments, with direct or indirect exposure into companies, securities and/or assets.
The Company’s strategy is to invest in energy, transport and commodities markets, although the Company will pursue any attractive
investment opportunities that may arise within the framework of industries it operates. The objective of the Company is to generate
significant medium to long-term capital growth in a sustainable manner.
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES
The material accounting policies applied in the preparation of the financial statements are set out below. These policies have been
consistently applied to all years presented in these financial statements unless otherwise stated.
Management seeks not to reduce the understandability of these financial statements by obscuring material information with
immaterial information. Hence, only material accounting policy information is disclosed, where relevant, in the related disclosure
notes.
2.1 BASIS OF PREPARATION
The financial statements of S.D. Standard ETC Plc. have been prepared in accordance with IFRS Accounting Standards, as adopted by
the EU and the requirements of the Cyprus Companies Law, Cap. 113 and are expressed in United States Dollars.
IFRS Accounting Standards comprise of IFRS Accounting Standards, IAS Standards and Interpretations developed by the IFRS
Interpretations Committee (IFRIC Interpretations) or its predecessor body, the Standing Interpretations Committee (SIC
Interpretations).
The financial statements have been prepared under the historical cost convention as modified by the initial recognition and
subsequently the revaluation of financial assets at fair value through profit or loss. All figures in these financial statements are in
USD’000 unless otherwise stated.
The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting
estimates and requires management to exercise its judgement in the process of applying the Company’s accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements are disclosed in Note 4.
The Company meets the definition of an investment entity as per IFRS 10 and is required to account for the investment in the
subsidiary Standard Supply AS and associate Dolphin Drilling AS at fair value through profit or loss under IFRS 9 .
With regards to the subsidiary Standard Invest AS established in 2021 which its main purpose is to provide services relating to the
investment activity of the Company, the management of the Company decided not to consolidate this subsidiary since the effect
of its results for the year 2023 are considered immaterial.
These financial statements are the only financial statements presented by the Company.
2.1.1 Going concern
These financial statements have been prepared under the assumption that the Company is a going concern. The directors of the
Company have reassessed the going concern assumption and confirm that the Company has adequate resources to continue in
operational existence for the foreseeable future.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 16
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.1.2 Adoption of new and revised standards and interpretations
As of the date of the authorization of the financial statements, all IFRS Accounting Standards issued by the International Accounting
Standards Board (IASB) that are effective as of 1 January 2024 and are relevant to the Company’s operations, have been adopted by
the EU through the endorsement procedure established by the European Commission.
In the current year, the Company has adopted all the new and revised IFRS Accounting Standards that are relevant to its operations
and effective for annual periods beginning on 1 January 2024. The adoption of these Standards did not have a material effect on the
financial statements.
At the date of approval of these financial statements a number of new standards and amendments to standards and interpretations
are effective for annual periods beginning after 1 January 2024 and have not been applied in preparing these financial statements.
None of these is expected to have a significant effect on the financial statements of the Company, except the following set out below:
IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024 and effective for annual periods beginning on or
after 1 January 2027)* IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to
achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to
users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on
presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and
providing management-defined performance measures within the financial statements. Management is currently assessing the
detailed implications of applying the new standard on the Company’s financial statements.
* Denotes standards, interpretations and amendments which have not yet been endorsed by the European Union.
2.2 INVESTMENT ENTITY
The Company, being a listed entity, has multiple unrelated investors and holds multiple investments. The Board has determined that
the Company meets the definition of an investment entity per IFRS Accounting Standards as the following conditions exist:
- The Company has announced and subsequently obtained funds for the purpose of providing investors with professional
investment management services;
- The business purpose of the Company is to invest in a diversified and liquid investments portfolio within the energy, transport
and commodities market, directly or indirectly into companies, securities, commodities and / or assets, although it will pursue any
attractive investment opportunities that may arise within the framework of industries it operates, for the purposes of capital
appreciation and investment income; and
- The Investments are measured and evaluated by management on a fair value basis.
2.3 INVESTMENT IN SUBSIDIARIES AND CONSOLIDATION
The Company does not have any other subsidiaries other than those determined to be controlled subsidiary investments. Controlled
subsidiary investments are measured at fair value through profit or loss and are not consolidated in accordance with IFRS 10. The
Company’s controlled subsidiary investment, Standard Supply AS, has been incorporated for the purpose of holding the underlying
investments on behalf of the Company. With regards to the subsidiary Standard Invest AS which its main purpose is to provide services
relating to the investment activity of the Company, the management of the Company decided not to consolidate this subsidiary since
the effect of its results for the year 2024 are considered immaterial.
2.4 INVESTMENT IN ASSOCIATES
An associate is an entity, including an unincorporated entity such as a partnership, over which the Company has significant influence
and that is neither a subsidiary nor an interest in a joint venture.
Investments in an associate are carried in the statement of financial position at fair value as required by IAS 28, ‘Investment in
Associates’, which allows investments that are held by investment entities to be recognized and measured as at fair value through
profit or loss and accounted for in accordance with IFRS 9 and IFRS 13, with changes in fair value recognized in profit or loss in the
statement of comprehensive income in the period of the change.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 17
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.5 INTEREST INCOME
Interest revenue on financial assets at amortised cost is calculated using the effective interest method. Interest income is calculated
by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently
become credit impaired. Interest income from financial assets at fair value through profit or loss is calculated based on the nominal
rate. Interest income from financial assets at fair value through profit or loss for cash flow purposes are presented within operating
activities.
2.6 FOREIGN CURRENCY TRANSLATION
a) Functional and presentation currency
The Company’s financial statements are measured in US dollars (USD) which is the currency that is used primarily in the economic
area where the unit operates (functional currency). The Company’s financial statements are presented in USD.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies
are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and
qualifying net investment hedges.
All other foreign exchange gains and losses are presented on the face in the income statement.
2.7 DIVIDEND INCOME
Dividends are received from financial assets measured at fair value through profit or loss (FVTPL). Dividends are recognised in profit
or loss when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits, unless the
dividend clearly represents a recovery of part of the cost of an investment. Dividend income for cash flow purposes are presented
within operating activities
2.8 CASH AND CASH EQUIVALENTS
In the statement of cash flows and the statement of financial position, cash and cash equivalents include deposits held at call of
three months or less with banks which are subject to an insignificant risk of changes in value. Cash and cash equivalents are carried
at amortised cost (“AC”) because: (i) they are held for the collection of contractual cash flows and those cash flows represent SPPI,
and (ii) they are not designated at FVTPL.
2.9 SHARE BASED PAYMENTS
The Company has an equity-settled share-based remuneration program towards an employee of one of its subsidiary companies.
The cost of this program is determined by the fair value at the grant date, as calculated by the Black-Scholes model. The cost is
recognised as administration expenses, together with a corresponding increase in other equity, over the vesting period. As this is
equity settled, no subsequent fair value measurements are made post grant date.
2.10 SOCIAL SECURITY SHARE BASED PAYMENTS
The potential social security related to the share-based program, will be payable at expiration, based on the end value – if any – of
the options. Reserves for social security are made, based in the current value of the option, as if it was at its expiration, hence, a full
undiscounted reserve. The calculation is based on the difference between the strike price of the option, and the current stock price.
If the option at the time of measurement is “out of the money” – no reserves is made.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 18
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.11 TRADE PAYABLES
Trade payables are obligations to pay for services that have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the
business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method.
2.12 CURRENT AND DEFERRED INCOME TAX
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent
that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the statement of financial
position date in the countries where the Company operates and generates taxable income. Management periodically evaluates
positions taken in tax returns, with respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate, based on the amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities; and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities, where there is an intention to settle the balances on a net
basis.
2.13 DIVIDENDS
Dividend distribution to the Company’s shareholders is recognized in the Company’s financial statements in the year in which they
are declared by the Board of Directors in case of interim dividends and approved by the Company’s shareholders in case of final
dividends.
2.14 SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 19
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.15 INVESTMENTS AND OTHER FINANCIAL ASSETS
The below are the accounting policies relating to the measurement, recognition and classification of financial instruments in
accordance with IFRS 9:
(i) Classification
The Company classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through Other Comprehensive Income (OCI), or through profit
or loss), and
• those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash
flows. The Company reclassifies debt investments when and only when its business model for managing those assets changes.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity
instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). For financial
instruments held for trading, gains and losses are recorded in profit or loss. Cash flows from financial instruments held for trading
are recognized under operating activities in statement of cash flows.
Financial assets at amortised cost are held with the objective to collect their contractual cash flows and their cash flows represent
solely payments of principals and interest.
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the company commits to
purchase or sell the asset. All other purchases and sales are recognised when the entity becomes a party to the contractual
provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
(iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely
payments of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash
flow characteristics of the asset. The debt instruments can be classified into the following categories:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of
principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income
using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses), together with foreign exchange gains and losses. Impairment losses are presented as a separate
line item in the statement of comprehensive income. Financial assets measured at amortised cost comprise mainly cash and cash
equivalents and receivables from brokers.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.15 INVESTMENTS AND OTHER FINANCIAL ASSETS (CONTINUED)
Debt instruments (Continued)
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment
that is subsequently measured at FVPL, is recognized in profit or loss and presented net within other gains/(losses) in the period in
which it arises. Changes in FAFVTPL/loans within cash flow are presented under operating activities
Equity instruments
The Company measures all equity investments at fair value that are held for trading and equity investments that the Company has
not elected to recognise fair value gains and losses through OCI.. Dividends from such investments continue to be recognized in
profit or loss as other income when the Company’s right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognized in the statement of profit or loss as applicable.
(iv) Financial assets – write-off
Financial assets are written-off, in whole or in part, when the Company exhausted all practical recovery efforts and has concluded
that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Company may write-off
financial assets that are still subject to enforcement activity when the Company seeks to recover amounts that are contractually
due, however, there is no reasonable expectation of recovery.
(v) Impairment
The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at
amortised cost and cash and cash equivalents. The impairment methodology applied, depends on whether there has been a
significant increase in credit risk.
For financial assets that are subject to impairment under IFRS 9, the Company applies the general approach – three-stage model
for impairment. The Company applies a three-stage model for impairment, based on changes in credit quality since initial
recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1. Financial assets in Stage
1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the
next 12 months or until contractual maturity, if shorter (“12 Months ECL”). If the Company identifies a significant increase in credit
risk (“SICR”) since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis,
that is, up until contractual maturity but considering expected prepayments, if any (“Lifetime ECL”). Refer to Note 3.1, Credit risk
section, for a description of how the Company determines when an SICR has occurred. If the Company determines that a financial
asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Company’s definition of
credit impaired assets and definition of default is explained in Note 3.1, Credit risk section.
Additionally, the Company has decided to use the low credit risk assessment exemption for investment grade financial assets. Refer
to Note 3.1, Credit risk section for a description of how the Company determines low credit risk financial assets.
2.16 SEGMENTAL INFORMATION
The Company does not operate and consequently does not report through any segments as all the investments are fair valued, are
currently within the same market and industry and are disclosed in more detail in the statement of financial position and related
notes.
2.17 OFFSETTING FINANCIAL INSTRUMENTS
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle
the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the
normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 21
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.18 COMPARATIVES
Comparative figures have been adjusted to conform with changes in the presentation for the current year. Details of the
reclassifications are presented below.
During the year ended 31 December 2024, management reassessed the appropriateness of the presentation of cash flow
statements and determined that dividends received – net of withholding tax, interest income from financial assets at fair value
through profit or loss, loans granted, and repayments of loans should be classified under operating activities instead of investing
activities based on the strategy of the Company. In accordance with IAS 8, this was accounted for as a prior year restatement and
the changes have been applied retrospectively. The restatement did not have any impact on the rest of the primary financial
statements or the notes to the financial statements. For the summary of changes refer to the table below:
31 December 2023
(Amounts in USD 000)
As originally
presented
Prior year
reclassification
As
reclassified
CASH FLOWS FROM OPERATING ACTIVITIES
Dividends received – net of withholding tax
-
13 324
13 324
Interest received from financial assets at fair value through profit
or loss
-
483
483
Loans granted to related companies
-
(19 120)
(19 120)
Proceeds from repayment of loans granted to related companies
-
3 700
3 700
Net cash used in operating activities
-
(1 613)
(1 613)
CASH FLOWS FROM INVESTING ACTIVITIES
Dividends received – net of withholding tax
13 324
(13 324)
-
Interest received
2 006
(483)
1 523
Loans granted to related companies
(19 120)
19 120
-
Proceeds from repayment of loans granted to related companies
3 700
(3 700)
-
Net cash generated from investing activities
(90)
1 613
1 523
NOTE 3 – FINANCIAL RISK MANAGEMENT
3.1 FINANCIAL RISK FACTORS
The Company’s activities expose it to market risk (including currency risk, interest rate risk and price risk), credit risk, and liquidity
risk. The Company’s overall risk management strategy seeks to minimize any adverse effect from the unpredictability of financial
markets on the Company’s financial performance.
(a) Market risk
(i) Currency risk
The Company’s functional currency is US dollars. The Company operates internationally and is exposed to foreign exchange risk
arising from various currency exposures primarily with respect to Euro and the NOK. The Company’s management monitors the
exchange rate fluctuations on a continuous basis and acts accordingly.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the reporting
date are as follows:
Liabilities
Assets
(Amounts in USD 000)
31.12.2024
31.12.2023
31.12.2024
31.12.2023
Norwegian Kroner
193
264
1 498
12 719
Total
193
264
1 498
12 719
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.1 FINANCIAL RISK FACTORS (CONTINUED)
(a) Market risk (continued)
(i) Currency risk (continued)
Sensitivity analysis:
A 10% strengthening of the USD against NOK at 31 December 2024 would have decreased equity and increased/(decreased)
(loss)/profit by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain
constant. For a 10% weakening of the USD against the relevant currency, there would be an equal and opposite impact on the profit
and other equity.
Equity
Profit or loss
(Amounts in USD 000)
31.12.2024
31.12.2023
31.12.2024
31.12.2023
Norwegian Kroner
130
1 246
130
1 246
Total
130
1 246
130
1 246
(ii) Price risk
The Company is exposed to equity price risk because investments held have been classified on the statement of financial position as
at fair value through profit or loss and equity securities held for trading recognised at fair value through profit or loss. The fair value
through profit or loss investments are susceptible to market risk arising from the operations, performance and the fair value of the
assets held through its controlled subsidiary and its associate.
The Company’s investments are highly concentrated in equity securities of entities which are active in energy, transport and the
Offshore Drilling markets. These investments consist 16% of total assets as at 31 December 2024 (2023: 56%). The Company’s
investments held for trading represents 39% of total assets as of 31 December 2024 (2023: 15%). The Company’s management
monitors the Company’s price risk exposure on a continuous basis and acts accordingly.
The carrying amounts of the Company's financial assets at fair value through profit or loss held for trading at the reporting date are
as follows:
Assets
(Amounts in USD 000)
31.12.2024
31.12.2023
NASDAQ Stock Exchange
15 142
2 214
Euronext
16 682
-
Unlisted debt and equity securities
14 388
14 921
Investment in a Fund
-
4 578
Total
46 212
21 713
Sensitivity analysis:
A 10% strengthening of the fair value of the investments at 31 December 2024 would have increased equity and profit by the
amounts shown below. For a 10% weakening of the fair value of the investments, there would be an equal and opposite impact on
the profit and equity.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 23
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.1 FINANCIAL RISK FACTORS (CONTINUED)
(ii) Price risk - Sensitivity analysis (continued)
Equity
Profit or loss
(Amounts in USD 000)
31.12.2024
31.12.2023
31.12.2024
31.12.2023
3 184
1 142
3 184
1 142
Total
3 184
1 142
3 184
1 142
(iii) Cash flow and fair value interest rate risk.
The Company's interest rate risk arises from interest-bearing assets and liabilities. Interest-bearing instruments at variable rates expose
the Company to cash flow interest rate risk. Interest bearing instruments at fixed rates expose the Company to fair value interest rate
risk. The Company’s interest rate risk is mainly derived from cash balances held by the Company as at year end, from the loans receivable
and from the debt instruments that are measured at fair value through profit or loss.
Sensitivity analysis:
At 31 December 2024 and 2023, if interest rates on US dollar-denominated loans receivable and debt instruments had been 0,1%
higher/lower with all variables held constant, post-tax profit for the year changes would have been immaterial.
Management does not consider the Company’s interest rate risk exposure to be significant.
(b) PSV and Offshore Drilling markets risk
The Company has made significant investments in the PSV (Platform Supply Vessel) and Offshore Drilling markets in the past. As of the
year-end, however, the PSV fleet owned by the subsidiary Standard Supply AS was sold. While the Company believes that these
investments were made under favorable terms, there remains a risk that downturns in the Offshore Drilling markets may substantially
affect the Company’s financial position. The risk factors specific to these markets are outlined below:
Offshore Drilling market
The Offshore Drilling market in which the Company invested in 2022 has historically been cyclical, characterized by volatility in
profitability and asset values. This volatility stems from fluctuations in the supply of and demand for oil and gas products, as well as
broader macroeconomic and geopolitical factors. Despite these inherent risks, market analysts forecast growth in this sector in the
coming years, driven by expected increases in global energy demand and technological advancements. However, there are several critical
risk factors within this market that could materially impact the Company’s investments. These include:
(i) Dependency on oil and gas prices
A key risk to the Company’s returns from its investments in the PSV and Offshore Drilling markets is the sensitivity of these returns to
the volatility of oil and gas prices. The profitability of offshore oil and gas exploration, development, and production directly correlates
with fluctuations in commodity prices. A prolonged decline in oil and gas prices could lead to reduced demand for offshore drilling and,
consequently, lower revenues for the Company’s investments.
Oil and gas prices are inherently volatile and are influenced by various external factors beyond the Company’s control. Some of the key
drivers of oil price volatility include, but are not limited to:
• Global Supply and Demand Dynamics: Variations in the global supply of oil and gas, including increased production from
competing regions or countries, can lead to an oversupply, exerting downward pressure on prices.
• OPEC Production Decisions: The Organization of Petroleum Exporting Countries (OPEC) has a significant influence on global oil
production levels, and changes in OPEC’s production targets or compliance can impact prices.
• Exploration and Production Costs: The cost associated with the exploration, development, and production of oil and gas can
directly affect the profitability of offshore drilling projects, especially in a low-price environment.
• Alternative Energy Development: The rapid development and adoption of alternative energy sources could erode demand for
oil and gas, influencing long-term price trends.
• Geopolitical Events and Conflicts: Political instability, military conflicts, and trade disputes in key oil-producing regions, such as
the Middle East, can lead to sudden price fluctuations due to perceived supply risks or changes in production levels.
• Environmental Regulations: Governments around the world are increasingly implementing stricter environmental regulations,
which can impact the cost of oil and gas exploration and production, potentially affecting profitability.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.1 FINANCIAL RISK FACTORS (CONTINUED)
(b) PSV and Offshore Drilling markets risk (continued)
• Economic Conditions: Global economic downturns, such as recessions, can reduce demand for oil and gas, leading to lower
prices and diminished market confidence.
Given the sensitivity of the oil and gas industry to these factors, the Company remains cautious about its exposure to oil price volatility.
Further declines in offshore exploration or production activities could materially and adversely impact the Company’s financial
performance.
(ii)Fluctuating value of the fleet
The value of the vessels in which the Company has an indirect ownership interest, particularly in its PSV and Offshore Drilling investments,
is subject to fluctuations driven by multiple factors. Key drivers of the changing value of the fleet include:
• Market Conditions in Offshore and Shipping Industries: The value of vessels can be significantly affected by changes in general
economic conditions, particularly those impacting the offshore oil and gas and shipping industries. This includes competition
from other owners of platform supply vessels and offshore rigs, which could affect the demand for vessels and, consequently,
their market value.
• Vessel Specifications: The types, sizes, and ages of the vessels play a critical role in determining their market value. Older vessels
or those with outdated specifications may lose value more quickly than newer, more advanced vessels.
• Supply and Demand for Vessels: The market for offshore supply vessels is driven by the balance between supply and demand.
An oversupply of vessels in the market, particularly in periods of lower oil prices or reduced exploration and drilling activities,
could depress vessel values.
• Cost of New Builds: The cost of new vessel construction also influences the value of existing vessels. If the cost of building new
vessels decreases due to technological advancements or lower material costs, this could negatively affect the market value of
older vessels.
• Contract Day Rates: The day rates at which vessels are contracted for use in offshore oil and gas projects significantly affect
their profitability and, therefore, their market value. Declining day rates due to lower demand for offshore services could lead
to lower valuations for the fleet.
• Technological Advancements: As new technologies emerge in the offshore oil and gas sector, vessels equipped with older or
outdated technology may experience a depreciation in value. Conversely, vessels that incorporate the latest advancements in
efficiency, safety, and environmental sustainability may retain or increase in value.
Russo-Ukrainian and Israel-Hamas Wars
The war in Ukraine and Gaza have no direct impact on the Company, however the continuance and a potential escalation of both events
may cause material impact on equity and assets prices worldwide, which in turn may affect the Company’s earnings and statement of
financial position.
The management has established and implemented sufficient systems and procedures to monitor the markets it has invested into and
stay alert to changes in the marketplace in order to help mitigate those risks in a timely manner. The Company has a sound financial
position with no debt and the management will continue to monitor developments closely to assess its impact in our business and
respond accordingly.
(c) Credit risk
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from
financial assets on hand at the reporting date. The Company’s credit risk arises from deposits with banks and financial institutions, and
from the loans receivable from related parties. For banks and financial institutions, only independent rated parties with a minimum
rating of ‘C’ are accepted.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.1 FINANCIAL RISK FACTORS (CONTINUED)
(c) Credit risk (continued)
The maximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financial instruments
presented on the statement of financial position. The Company’s major classes of financial assets are bank deposits, financial assets at
amortised cost and loans to related parties.
Cash and cash equivalents:
The Company’s cash and cash equivalents which have investment grade credit ratings with at least one major rating agency, are
considered to have low credit risk, and the loss allowance to be recognised during the period was therefore limited to 12 months
expected losses. The identified impairment loss for cash and cash equivalents was immaterial to be accounted for. For the split of cash
and cash equivalents by credit rating refer to the table below:
The external credit ratings of the main financial institutions with which the Company holds its funds are as follows:
Credit ratings
(Amounts in USD 000)
31.12.2024
31.12.2023
Long term
rating
Short term
rating
DNB Bank ASA (Standard & Poor’s)
40 672
25 498
AA –
(2023: AAA)
A-1+
(2023: A-1+)
Bank of Cyprus Public Company Limited (Moody’s)
60
25
Baa1
(2023: Baa3)
P-2
(2023: Not
Prime)
Financial assets at amortised cost:
The Company considers the probability of default upon initial recognition of the asset and whether there has been a significant increase
in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the
Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial
recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are
incorporated:
- actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant
change to the borrower’s/counterparty’s ability to meet its obligations;
- actual or expected significant changes in the operating results of the borrower/counterparty; and
- significant changes in the expected performance and behaviour of the borrower/counterparty, including changes in the payment
status of counterparty and changes in the operating results of the borrower.
Regardless of the analysis above, a significant increase in credit risk is presumed, if a debtor is more than 30 days past due in making a
contractual payment.
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment
plan with the Company. The Company categorizes a receivable for write-off when a debtor fails to make contractual payments greater
than 180 days past due. Where receivables have been written off, the Company continues to engage in enforcement activity to attempt
to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.
The gross carrying amounts below represent the Company’s maximum exposure to credit risk on these assets as at 31 December 2024
and 31 December 2023:
(Amounts in USD 000)
Company internal credit rating
31.12.2024
31.12.2023
Performing
3 101
320
No expected credit loss was recognised as at 31 December 2024 and 2023 in relation to financial assets at amortised cost as the expected
credit loss identified was insignificant.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.1 FINANCIAL RISK FACTORS (CONTINUED)
(c) Credit risk (continued)
Assets measured at fair value through profit or loss
The entity is also exposed to credit risk in relation to debt investments that are measured at fair value through profit or loss and loans
receivable measured at fair value through profit or loss. The maximum exposure at the end of the reporting period is the carrying
amount of these assets (USD 23,3 million; 2023: USD 26,4 million). For details over the fair value measurement refer to Note 3.3.2.
(d) Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient financial resources to meet its liabilities and obligations as they fall
due.
Prudent liquidity risk management includes maintaining sufficient cash and cash equivalents, as well as securing availability of funding
through adequate amount of credit facilities to meet future obligations.
The following are the contractual maturities of financial liabilities:
Carrying
Contractual
3 months
or
More than
(Amounts in USD 000)
Amounts
Cash flows
less
3-12 months
1-2 years
2-5 years
5 years
2024
Trade and other payables
710
710
710
-
-
-
-
Loan commitments (Note
21)
-
-
-
-
-
-
-
Total
710
710
710
-
-
-
-
Carrying
Contractual
3 months
or
More than
(Amounts in USD 000)
Amounts
Cash flows
less
3-12 months
1-2 years
2-5 years
5 years
2023
Trade and other payables
2 471
2 471
2 471
-
-
-
-
Loan commitments (Note
21)
20 000
20 000
20 000
Total
22 471
22 471
2 471
20 000
-
-
-
3.2 CAPITAL RISK MANAGEMENT
The Company’s objectives when managing capital, are to safeguard the Company’s ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders; and to maintain an optimal capital structure to reduce the cost of
capital. The capital as defined by management at 31 December 2024 and 2023 consists of equity as shown on the face of the statement
of financial position.
3.3 FAIR VALUE MEASUREMENTS
3.3.1 The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined
as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is,
as prices) or indirectly (that is, derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.3 FAIR VALUE MEASUREMENTS (CONTINUED)
The following tables present the Company's fair value hierarchy of the financial assets that are measured at fair value:
(Amounts in USD 000)
Level 1
Level 2
Level 3
Total
At 31 December 2024
Assets
Financial Assets through profit or Loss
- Financial assets at fair value through profit or loss (note 5.1)
18 190
-
-
18 190
- Financial assets at fair value through profit or loss-held for
trading – equity securities (note 5.2)
31 840
-
-
31 840
- Financial assets at fair value through profit or loss- debt
securities/loans receivable (note 5.2 and 22.2)
-
14 372
8 950
23 322
Total financial assets measured at fair value
50 030
14 372
8 950
73 352
At 31 December 2023
Assets
Financial Assets through profit or Loss
- Financial assets at fair value through profit or loss (note 451)
80 858
-
-
80 858
- Financial assets at fair value through profit or loss-held for
trading – equity securities (note 5.2)
2 214
4 625
-
6 839
- Financial assets at fair value through profit or loss – debt
securities/loans receivable (notes 5.2 and 22.2)*
-
10 296
16 081
26 377
- Financial assets at fair value through profit or loss-held for
trading – investment in Fund (note 5.2)
-
4 578
-
4 578
Total financial assets measured at fair value
83 072
19 499
16 081
128 652
*Comparative figures have been restated to show the notes receivable categorised as Level 3 as such classification is more
representative of their fair value hierarchy. The restatement did not have any impact on the rest of the notes to the financial statements
3.3.2 Valuation processes
a) Investment in Standard Supply AS, Dolphin Drilling AS and traded equity securities (Level 1)
The fair values of securities that are quoted in active markets are determined by the traded share prices. For the
investments in Standard Supply AS and Dolphin Drilling AS, the fair value was determined based on the traded share price
on Euronext Growth Oslo as of 31 December 2024.
b) Investment in Fund, debt securities and unlisted equity securities (Level 2)
(i) The fair values of interests in investment funds, are determined by using the net asset value (“NAV”) of the fund as
calculated by the independent fund administrators and this is considered to be the market value as the fund shares
are redeemable by the fund at NAV in any need.
(ii) The fair values for debt securities has been determined by using the traded security price as of 31 December 2024.
(iii) The fair values of unlisted equity securities that are traded over the counter, are determined by the initial cost price
adjusted by an indexation factor of the fluctuations of the share price of listed comparable companies from the date
of acquisition up to the statement of financial position date.
c) Debt securities – Notes receivable (Level 3)
The fair values for loans receivable from related parties (Note 22.2) have been determined based on their carrying
amount due to their short-term nature. The key assumptions used on concluding on this for 31 December 2024 was
(i) an internal assessment of credit risk which was estimated at B-, (ii) a probability of default 5,33% and (iii) loss given
default 29,1%. The loans receivable from related parties as at 31 December 2024 related to loans advanced to Dolphin
Drilling AS with a carrying amount of USD8,95 million. In March 2025 the Company exited its equity investment in
Dolphin Drilling AS and at the same time disposed the loan for the amount of USD2,25 million. This transaction was
assessed not to affect the fair value of loan as at 31 December 2024 (Note 4).
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.3 FAIR VALUE MEASUREMENTS (CONTINUED)
Reconciliation of Level 3 fair value measurements
The following table presents the changes in Level 3 investments for the year ended 31 December 2024:
(Amount in USD 000)
Notes receivable
Total
Opening balance
16 081
16 081
Additions
22 916
22 916
Repayments
(31 871)
(31 871)
Gains recognised in other income
1 824
1 824
Closing balance 31 December 2024
8 950
8 950
The following table presents the changes in Level 3 investments for the year ended 31 December 2023:
(Amount in USD 000)
Notes receivable
Total
Opening balance
-
-
Additions
19 120
19 120
Repayments
(3 799)
(3 799)
Gains recognised in other income
760
760
Closing balance 31 December 2023
16 081
16 081
Unrealised (losses) or gains recognized in profit and loss attributable to assets held at the end of the
reporting period (included in gains/losses) disclosed above:
31 December 2024
-
31 December 2023
-
Valuation inputs and relationships to fair value
The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value
measurements as at 31 December 2024:
Financial assets
Fair value as
at
31/12/2024
Fair value
hierarchy
Valuation technique(s) and key input(s)
Significant unobservable
inputs
Relationship of
unobservable inputs to fair
value
Loans receivable
from related
parties (Note
22.2)
8 950
Level 3
The valuation technique uses a model
prepared by Management to derive the
Company's credit rating using the
Altman's Z-score (unobservable date)
and probability of default and recovery
rates extracted from Standard & Pool
Global. As per Management, a B- credit
rating was assigned internally to the
counterparty and a LGD 29,1% and no
fair value loss identified.
(i) internal assessment of
credit risk which was
estimated at B-,
(ii) a probability of default
5,33% and (iii) loss given
default 29,1%.
A change in the credit
rating to CCC (and as a
result change of PD to
25,98%) or change of LGD
to 50% would result to a
fair value loss of USD 628
thousands and USD 221
thousands respectively,
If the repayment of the
loan is rolled forward to 2
years or 3 years the fair
value loss would be
USD635 thousands and
USD1,02 million.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 3 – FINANCIAL RISK MANAGEMENT (CONTINUED)
3.4 OFFSETTING FINANCIAL ASSETS AND LIABILITIES
Financial assets and liabilities are offset and the net amount reported in the statement of financial position where the
Company currently has a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a
net basis or realise the asset and settle the liability simultaneously. The Company has also entered into arrangements that
do not meet the criteria for offsetting but still allow for the related amounts to be set off in certain circumstances, such as
bankruptcy or the termination of a contract.
The following table presents the recognised financial instruments that are offset, or subject to enforceable master netting
arrangements and other similar agreements but not offset, as at 31 December 2024. The column ‘net amount after offsetting
in the statement of financial position ‘shows the impact on the Company’s statement of financial position if all set-off rights
were exercised. There were no such arrangements as at 31 December 2023.
(Amounts in USD 000)
Gross amounts
before offsetting in
statement of
financial position
(a)
Gross amounts
set off in the
statement of
financial
position
(b)
Net amount after
offsetting in the
statement of
financial position
(c)
At 31 December 2024
ASSETS
Amounts from brokers
23 149
(20 640)
2 509
Total assets subject to offsetting, master
netting and similar arrangement
23 149
20 640
2 509
LIABILITIES
Liabilities at fair value trough profit or loss
20 640
(20 640)
-
Total liabilities subject to offsetting, master
netting and similar arrangement
20 640
(20 640)
-
The amount set off in the statement of financial position reported in column (b) is the lower of (i) the gross amount before
offsetting reported in column (a) and (ii) the amount of the related instrument that is eligible for offsetting.
The Company has master netting arrangements with brokers which are enforceable in case of default. In addition, applicable
legislation allows an entity to unilaterally set off trade receivables and payables that are due for payment, denominated in
the same currency and outstanding with the same counterparty. These fall in the scope of the disclosure as they were set
off in the statement of financial position.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 4 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The following are the critical judgements and estimations, that management has
made in the process of applying the entity’s accounting policies and that have the most significant effect on the amounts
recognized in financial statements.
Income taxes and deferred tax assets
Significant judgement is required in determining the provision for income taxes. There are many transactions and
calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax
audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will impact the current and deferred income tax
assets and liabilities in the period in which such determination is made.
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available
against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred
tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future
tax planning strategies.
Investment entity status
In determining the Company’s status as an investment entity in accordance with IFRS 10, the Board of Directors considered
the following:
a) The Company has announced and subsequently obtained funds for the purpose of providing investors with professional
investment management services;
b) The business purpose of the Company is to invest within the energy, transport and commodities market, although will
pursue any attractive investment opportunities that may arise within the framework of industries it operates, for the
purposes of capital appreciation and investment income; and
c) The Investments are measured and evaluated by management on a fair value basis.
The Company exercised its judgement and concluded that the Company met all three defining criteria. In addition, the Board
of Directors has assessed the business purpose of the Company and concluded that the Company qualifies as an investment
entity. The Company’s intermediary subsidiary Wanax AS does not provide any investment related services or activities and
as a result it is also measured at fair value through profit and loss and is not consolidated.
With regards to the subsidiary Standard Invest AS, its main purpose is to provide services relating to the investment activity
of the Company, the management of the Company decided not to consolidate this subsidiary since the effect of its results
for the year 2024 are considered immaterial.
Fair values of investment in and loan receivable from Dolphin Drilling AS (“Dolphin”)
As at 31 December 2024, the Company had an equity investment in Dolphin with a carrying amount of USD 16,2 million and
a loan receivable from Dolphin in the amount of USD 8,95 million. Both these investments are measured at fair value as
disclosed in Note 3.3.2.
In March 2025 the Company disposed both its equity investment in Dolphin and the loan receivable for a consideration of
USD 5,1 million (NOK 54,8 million) for the shares and USD 2,25 million for the loan respectively. These events resulted to a
loss of USD 16,6 million which will be recognized in the financial statements of the year 2025.
The Management of the Company has assessed that the inputs/prices used to measure the fair values of the equity
investment in Dolphin (Level 1) and the loan receivable from Dolphin (Level 3) as at 31 December 2024, are those which
were available at the measurement date to all market participants when pricing these assets and no revision in the fair value
estimates was deemed appropriate as a result of the transactions disclosed in Note 23.2. Moreover, as the Company had no
intention to exit the investment in Dolphin as at 31 December 2024 within a period of twelve months, the investment of USD
16,2 million is included within “non-current” assets. The intention and decision to exit the investment in Dolphin was taken
in 2025.
Sensitivity analysis is disclosed in Note 3.3.2.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 5 – FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
5.1 Investments at fair value through profit or loss
(Amounts in USD 000)
31.12.2024
31.12.2023
Balance at 1 January
80 973
87 762
Additions
4 536
6 905
Changes in fair value
(67 203)
(13 694)
Balance at the end of the year (note 3.3.1)
18 306
80 973
Investments are measured at fair value through profit or loss are analysed as follows:
Name of Investment
Principal activity
Place of establishment and
principal place of business
Proportion of ownership/
interest held
31.12.2024
31.12.2023
Standard Supply AS
Investment Holding
Norway
53%
53%
Dolphin Drilling AS
Drilling Operations
Norway
17%
19%
Standard Invest AS
Provision of services
Norway
100%
100%
During 2024, the following transactions took place:
In April 2024, the associate Dolphin Drilling AS proceeded with an equity issue through a private placement raising gross proceeds
of the NOK equivalent of USD 40 million. The Company, as one of the largest shareholders, was allocated shares for NOK 50 million
equivalent to USD 4,5 million, however its holding was reduced to 17%.
During 2023, the following transactions took place:
In June 2023 and as part of a reorganization, Dolphin Drilling AS (hereinafter “Dolphin”) completed a private placement of 84 million
new shares. The Company acquired additional shares for USD 6,9 million. Overall, the Company has invested during 2022 and 2023
the amount of USD 26,9 million to Dolphin. As of 31 December 2023, the Company held 19% of the issued share capital of Dolphin
having a fair value of USD 34,5 million.
The investment in Dolphin Drilling AS was disposed in 2025 (Note 4 and 23).
The above investments are measured at fair value.
(Amounts in USD 000)
31.12.2024
31.12.2023
Net changes in fair value on financial assets at fair value through profit or loss
Realised (losses) / gains
-
-
Unrealised change
(67 203)
(13 694)
Total net losses
(67 203)
(13 694)
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 5 – FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
5.2 Investments held for trading
(Amounts in USD 000)
31.12.2024
31.12.2023
Balance at 1 January
21 713
5 746
Additions
99 423
67 067
Disposal
(77 658)
(52 752)
Changes in fair value
2 734
1 652
Balance at the end of year
46 212
21 713
During the year 2024, the Company invested USD 95,7 million (2023: USD 67,1 million) for the acquisition of securities listed on the
US and Oslo Stock Exchange as well as unlisted securities, some of which were disposed realizing a profit of USD 4 million (2023:
USD 0,8 million) and a fair value loss of USD 1,3 million (2023: USD 0,5 million gain). As of 31 December 2024, investments held for
trading had a fair value of USD 31,8 million (2023: USD 11,4 million).
Moreover, the Company invested USD 3,7 million (2023: USD 15,3 million) for the acquisition of debt investments. No debt
investments have been disposed during the year (2023: USD 0,4 million gain on disposal). As of 31 December 2024, debt investments
held for trading had a fair value of USD 14,4 million (2023: USD 10,3 million).
All investments traded in active markets are valued based on quoted prices and are classified as level 1, whereas those unlisted
investments are classified as level 2 (refer to note 3.3 for details).
NOTE 6 – DIVIDEND INCOME FROM FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
During the year 2024, the Company received from its subsidiary Standard Supply AS dividends amounting to USD 45,7 million
(2023: USD 13,2 million).
In addition, the Company received dividends of USD 751 thousand (2023: USD 135 thousand) from its financial assets held for
trading. No withholding tax was paid on these dividends received (2023: USD 11 thousand).
NOTE 7 – INTEREST INCOME
(Amounts in USD 000)
31.12.2024
31.12.2023
Interest income:
Financial assets at amortised cost:
Bank balances
1 641
1 522
Total interest income calculated using effective interest rate method for financial assets at
amortised cost
1 641
1 522
Financial assets measured at fair value through profit or loss
Security notes
1 427
484
Loans to related parties (Note 22.2)
1 603
619
Total interest income for financial assets at fair value through profit or loss
3 030
1 103
Other interest income
221
141
Total interest income
4 892
2 766
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 8 –FINANCIAL AND OTHER NON-FINANCIAL ASSETS
8.1 Financial assets at amortised cost
(Amounts in USD 000)
31.12.2024
31.12.2023
Accrued interest receivable
591
320
Amounts due from brokers
2 510
-
Total financial assets at amortised cost
3 101
320
The fair value of financial assets at amortised cost due within one year approximate to their carrying amounts as presented above.
The carrying amounts of the Company's financial assets at amortised cost are denominated in the following currencies:
(Amounts in USD 000)
31.12.2024
31.12.2023
US Dollar – functional and presentation currency
2 247
320
Norwegian Kroner
854
3 101
320
8.2 Other Non- financial assets
(Amounts in USD 000)
31.12.2024
31.12.2023
Tax refund on dividends received
249
249
VAT refundable
21
10
Prepayments
27
31
Total non-financial assets
297
290
NOTE 9 – CASH AND CASH EQUIVALENTS
(Amounts in USD 000)
31.12.2024
31.12.2023
Cash at bank
40 732
25 523
Cash and cash equivalents at the end of the year
40 732
25 523
Cash and bank balances are denominated in the following currencies.
(Amounts in USD 000)
31.12.2024
31.12.2023
US Dollar – functional and presentation currency
39 176
12 782
Norwegian Kroner
1 498
12 719
Euro
58
22
40 732
25 523
Cash and bank balances for the purposes of statement of cash flows is USD 40,7 million (2023: USD 25,5 million).
The principal non-cash transaction during 2024 were as follows:
An amount of USD 43.799 million investments at fair value through profit or loss were purchased from receivables from brokers
amounts and receipts of USD 42.661 million from disposal of investments at fair value through profit or loss were transferred to
receivables from brokers.
There were no non-cash transaction during the year 2023.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 10 – SHARE CAPITAL
Authorised
(Amounts in USD 000)
Number of
shares
(thousands)
Ordinary
shares
Total
2024
Balance at the beginning of the year
865 000
25 950
25 950
Balance at the end of the year
865 000
25 950
25 950
2023
Balance at the beginning of the year
865 000
25 950
25 950
Balance at the end of the year
865 000
25 950
25 950
Issued and fully paid
(Amounts in USD 000)
Number of
shares
(thousands)
Ordinary
shares
Total
2024
Balance at the beginning of the year
524 483
15 734
15 734
Balance at the end of the year
524 483
15 734
15 734
2023
Balance at the beginning of the year
524 483
15 734
15 734
Balance at the end of the year
524 483
15 734
15 734
All shares issued have the same rights and are of nominal value of USD 0,03 each. As of 31 December 2024, the Company didn’t
hold own shares.
NOTE 11 – TRADE AND OTHER PAYABLES
(Amounts in USD 000)
31.12.2024
31.12.2023
Creditors and accrued expenses
89
69
Amount due for investments acquired
-
1 995
Amounts due to related parties (note 22.1)
186
274
Provision social security option program (note 13)
91
133
Total trade and other payables at the end of the year at amortised cost
366
2 471
Other provisions
344
-
Total trade and other payables at the end of the year
710
2 471
The fair value of trade and other payables which are due within one year approximates their carrying amount at the statement of
financial position date.
NOTE 12 – ADMINISTRATIVE AND OPERATING EXPENSES
(Amounts in USD 000)
31.12.2024
31.12.2023
Legal, consulting and professional fees (note 22.1)
186
366
Management fees from related company (note 22.1)
208
120
Service fees from subsidiary company (note 22.1)
506
499
Other expenses
228
297
Transactions costs for trading in shares
85
105
Accrual option program (note 17)
(7)
189
Provision social security option program (note 17)
(42)
73
Salary and other short-term employee benefits (note 20)
256
271
Total administrative and operating expenses
1 420
1 920
During 2024, the total audit fees of USD 44 thousand (2023: USD 49 thousand) were charged by the Company’s statutory audit firm.
No fees for other assurance and non- assurance services were charged by PwC Cyprus or by other PwC Network firm.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 12 – ADMINISTRATIVE AND OPERATING EXPENSES (CONTINUED)
12.1 Employees full time
31.12.2024
31.12.2023
Employees (note *)
3
3
Note: Including the employee of the subsidiary Standard Invest AS (note 17).
NOTE 13 – FINANCE COSTS
(Amounts in USD 000)
31.12.2024
31.12.2023
Finance costs:
Bank charges
(49)
(43)
Total finance cost
(49)
(43)
NOTE 14 – INCOME TAX EXPENSE
(Amounts in USD 000)
31.12.2024
31.12.2023
Current tax:
Current year corporation tax
268
94
Under provision of prior year corporation tax
68
25
Withholding tax on dividend income
-
11
Total current tax
336
130
Deferred tax:
Origination of temporary differences
-
-
Total deferred tax
-
-
-
-
Income tax expense
336
130
The total charge for the year can be reconciled to the accounting profit as follows:
(Amounts in USD 000)
31.12.2024
31.12.2023
(Loss) / profit before tax
(15 649)
2 721
Tax calculated at the applicable tax rates
(1 956)
340
Tax effect of expenses/ losses not deductible for tax purposes
8 584
1 769
Tax effect of allowances and income not subject to tax
(6 360)
(2 015)
Under provision of prior year corporation tax
68
25
Withholding tax on dividend income
-
11
Tax charge
336
130
The corporation tax rate is 12,5%.
Brought forward losses of only five years may be utilized.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 14 – INCOME TAX EXPENSE (CONTINUED)
Under certain conditions interest income may be subject to defence contribution at the rate of 30%, decreased to 17% from 1 January
2024. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject
to defence contribution at the rate of 17% for 2024 (2023: 17%).
Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc) are exempted from Cyprus income tax.
The withholding tax on dividends represents income tax withheld from dividends received from financial assets at fair value through
profit or loss – held for trading.
Statement of financial position
Current tax asset:
(Amounts in USD 000)
31.12.2024
31.12.2023
Corporate income tax refundable
-
-
Total current tax asset at the end of the year
-
-
Current tax liability:
(Amounts in USD 000)
31.12.2024
31.12.2023
Corporate income tax
-
47
Total current tax liability at the end of the year
-
47
NOTE 15 – EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of ordinary shares in issue during the year excluding the effect of shares purchased by the Company and held as treasury
shares.
Basic earnings per share
(Amounts in USD 000)
31.12.2024
31.12.2023
(Loss) / profit attributable to equity holders of the Company
(15 985)
2 591
Weighted average number of ordinary shares in issue (thousands)
524 483
524 483
Weighted average number of ordinary shares diluted (thousands)
529 809
529 863
Basic (loss) / earnings per share (USD)
(0,03)
0,00
Diluted (loss) / earnings per share (USD)
(0,03)
0,01
NOTE 16 – DEFERRED INCOME TAX
Deferred income tax assets are recognized for tax loss carry forwards to the extent that realization of the related tax benefit through
future taxable profits is probable. As of 31 December 2024, the Company has no unutilized losses (2023: USD NIL) which can be
carried forward.
37
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 17 – OPTION AND SHARE PROGRAM
An equity settled option and share program was initiated by the Company in January 2022 towards a certain key employee of the
subsidiary Standard Invest AS, granting the employee the option to purchase 10 000 000 shares of the Company on the date falling
18 months after 1 August 2021 and 10 000 000 shares on the date falling 30 months after 1 August 2021 at the strike prices of
NOK1,25 and NOK 1,40 respectively. Total estimated fair value of the option at the grant date was calculated in Q1 2022 to USD 1,1
million. The Company has recognized the amount of USD 708 thousand as an expense with a corresponding increase in equity and
a provision for social security cost of the option program of USD 91 thousands from the grant date up to 31 December 2024.
The vesting periods of the current program end in the period between 20 January 2023 and 30 January 2024. At initial recognition,
the fair value of the options, as estimated by the Black-Scholes model, are straight-lined through the vesting period as
administration expenses with corresponding entry against other paid in equity. Since the options are equity settled, no subsequent
measurement is required under IFRS Accounting Standards. As of 31 December 2024, no options have been exercised.
Expenses recognised for employee service during the year:
(Amounts in USD 000)
31.12.2024
31.12.2023
Expenses arising from equity-settled share-based payment transactions
(7)
189
Social security reserves for equity-settled share-based payment transactions*
(42)
73
Total expenses arising from share-based payment transactions
(49)
262
*Social security expenses are accrued for if the options are in the money and the accrual for social security expenses will be updated
quarterly, based on the development in the share price. An increase in share price, will increase the value of the options, hence
increase the social security expenses, whereas a decrease in share price will reduce the reserves, creating an income.
Input parameters for Black-Scholes option pricing model as applied for options granted in 2022:
Grant date:
14.01.2022
Number of options granted (thousands)
10 000 / 10 000
Fair value at measurement date (NOK)
0,38 / 0,37
Share price (spot) at grant date (NOK)
1,36
Strike price (initial – ex dividends) (NOK)
1,25 / 1,40
First exercise (months)*
18 / 30
Expiry (months)
37 / 49
Expected annualized volatility
32,50%
Risk-free interest rate
1,50%
Expected dividends
Not applicable
*The right to exercise the stock options is subject to that the employment agreement have not been terminated at the time of
exercise.
Movements during the year:
2024
Number
(in thousands)
2024
Weighted
average exercise
price (NOK)
2023
Number
(in thousands)
2023
Weighted
average exercise
price (NOK)
Outstanding on 1 January
20 000
1,36
20 000
1,36
Granted during the year
-
-
-
-
Forfeited during the year
-
-
-
-
Exercised during the year
-
-
-
-
Expired during the year
-
-
-
-
Outstanding on 31 December
20 000
1,81
20 000
1,85
Exercisable on 31 December
-
-
-
-
38
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 18 – INTERIM DIVIDEND PAID
On 6 November 2024, the Board of Directors of the Company resolved the payment of an interim dividend of NOK 0.20 (USD 0.0181)
per share amounting to a total of USD 9,5 million, out of the profits of the year 2022.
NOTE 19 – SHAREHOLDERS’ INFORMATION
The Company’s 20 largest shareholders are as follows:
31.12.2024
31.12.2023
Owner
Number of
Shares
Ownership
interest in %
Number of
Shares
Ownership
interest in %
Ferncliff Listed DAI AS
155 918 109
29,73
155 918 109
29,73
Apollo Asset Limited
41 259 898
7,87
-
-
Apollo Asset Limited
36 785 714
7,01
36 785 714
7,01
Titan Venture AS
30 350 000
5,79
30 350 000
5,79
State Street Bank and Trust Comp
29 689 357
5,66
41 356 024
7,89
Goldman Sachs & Co. LLC
14 000 000
2,67
14 000 000
2,67
State Street Bank and Trust Comp
11 666 667
2,22
-
-
TVENGE
10 000 000
1,91
10 000 000
1,91
EGD Shipping Invest AS
9 901 749
1,89
9 901 749
1,89
ØSTLANDSKE PENSJONISTBOLIGER AS
9 462 498
1,80
-
-
Hanekamb Invest AS
8 844 864
1,69
8 844 864
1,69
EL Investment AS
8 313 161
1,59
8 313 161
1,59
Injektor AS
6 850 000
1,31
6 850 000
1,31
Active Pro AS
6 350 000
1,21
6 350 000
1,21
TVECO AS
6 000 000
1,14
6 000 000
1,14
PROFOND AS
5 369 338
1,02
5 141 643
0,98
Froiland Invest AS
5 000 000
0,95
5 000 000
0,95
Heggelund Jan
4 600 000
0,88
4 600 000
0,88
UBS Switzerland AG
5 000 505
0,95
4 182 150
0,80
SINGLE T AS
4 100 000
0,78
4 100 000
0,78
Gronland Steinar
-
-
11 781 316
2,25
Norsk Hedge-Fond AS
-
-
8 894 668
1,70
Nordnet Livsforsikring AS
-
-
4 504 672
0,86
Total 20 largest
409 461 860
78,07
382 874 070
73,00
Others
115 021 041
21,93
141 608 831
27,00
Total
524 482 901
100,00
524 482 901
100,00
39
S.D. Standard ETC Plc. – Annual Report and Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 20 – REMUNERATION TO THE BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL
Social
Insurance&
Social
Insurance&
(Amounts in USD 000)
Fees
Gross
Salary
other
contributions
31.12.2024
Total
Fees
Gross
Salary
other
contributions
31.12.2023
Total
Executive management:
Christos Neokleous –
Chief Financial Officer
20
65
10
95
18
65
9
92
Evangelia Panagide –
General Manager
-
57
7
64
-
55
7
62
Subsidiary employee:
Option and share program
expenses (note 17)
-
-
-
(49)
-
-
-
262
Total remuneration
executive management
20
122
17
110
18
120
16
416
Directors’
31.12.2024
31.12.2023
(Amounts in USD 000)
Fees
Salary
Total
Total
Board of Directors:
Martin Nes (Chairman)
75
-
75
75
Konstantinos Pantelidis (Independent Director)
15
-
15
15
George Crystallis (Independent Director)
15
-
15
15
Total remuneration of Board of Directors
105
-
105
105
31.12.2024
31.12.2023
(Amounts in USD 000)
Fees
Salary
Total
Total
Nomination Committee:
George Papanicolaou (Chairman)
2
-
2
2
Demetris Kyriakou (Member)
2
-
2
2
Total remuneration
4
-
4
4
Audit Committee:
Kostas Pantelidis (Chairman)
5
-
5
5
George Crystallis (Member)
3
-
3
3
Total remuneration
8
-
8
8
NOTE 21 – COMMITMENTS
Loans to related parties (Note 22.2)
Loans amount contracted for at the year-end date but not provided to related parties is US$ NIL million (2023: US$20 million).
NOTE 22 – RELATED-PARTY TRANSACTIONS
The following transactions were carried out with related parties and are included in the operating expenses of the year:
22.1 Provision of services
(Amounts in USD 000)
Nature of transactions
31.12.2024
31.12.2023
Ferncliff TIH AS *
Management fees
120
120
Ferncliff TIH AS *
Consulting services
88
197
Standard Invest AS (subsidiary)
Service fees
506
499
Total
714
816
* Ferncliff TIH AS holds 100% of the issued share capital of Ferncliff Listed Dai AS, the major shareholder of the Company.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 22 – RELATED-PARTY TRANSACTIONS (CONTINUED)
22.1 Provision of services (continued)
1. The Company has entered into a consultancy agreement with Ferncliff TIH AS whereby Ferncliff TIH AS provides certain
management services to the Company. Fees paid under this agreement for the year ended 31 December 2024 amounted to
USD 120 thousand (2023: USD 120 thousand). In addition, during the year the Company received from Ferncliff TIH AS
consulting services amounting to USD 88 thousand (2023: USD 197 thousand). As of 31 December 2024, the Company owed
to Ferncliff TIH AS the amount of USD 126 thousand (2023: USD 207 thousand).
2. In 2021 the Company entered into a services agreement with its wholly owned subsidiary Standard Invest AS, whereby
Standard Invest AS provides portfolio management services to the Company. Fees paid under this agreement for the year
ended 31 December 2024 amounted to USD 506 thousand (2023: USD 499 thousand). As of 31 December 2024, the Company
owed to its subsidiary the amount of USD 60 thousand (2023: USD 67 thousand).
22.2 Related party loans – at fair value through profit or loss
(Amounts in USD 000)
31.12.2024
31.12.2023
Loans to Dolphin Drilling AS (associate)
Opening balance
8 090
-
Loans advanced
-
7 500
Interest charged during the year
639
449
Exit fees
221
141
Total
8 950
8 090
In March 2023, the Company entered into a shareholder bridge loan facility agreement with the associate Dolphin Drilling AS for
the granting of an unsecured bridge loan facility of an amount up to USD 7,5 million which was disbursed in 2023, at an interest
rate of 8,5%, a 3% exit fee on total drawings made and with final repayment date on 31 May 2024. In June 2024, an addendum was
signed with the associate, extending the existing bridge loan facility final repayment date to 30 November 2025. During 2025, the
Company transferred its rights of the loan to a third party for a consideration of USD 2,25 million as disclosed in Note 24. Information
on the fair value of this loan as at 31 December 2024 is disclosed in Note 3.3.2 and Note 4.
(Amounts in USD 000)
31.12.2024
31.12.2023
Loans to Ferncliff Opportunities AS**
Opening balance
7 991
Loans advanced
11.116
7 920
Interest charged during the year
917
71
Loans repaid
(20 024)
-
Total
-
7 991
** Ferncliff Opportunities AS and Ferncliff Listed Dai AS, the major shareholder of the Company, are both part of the Ferncliff TIH
AS group.
In November 2023, the Company entered into an agreement with Ferncliff Opportunities AS, to provide an unsecured loan for USD
7,9 million at an interest rate of 12%. During 2024, the company provided additional amounts of USD 11,2 million. In July 2024,
Ferncliff Opportunities AS repaid in full the loan plus the accrued interest.
(Amounts in USD 000)
31.12.2024
31.12.2023
Loans to Standard Supply AS (subsidiary)
Loans advanced
11 800
3 700
Interest charged during the year
47
99
Loans repaid
(11 847)
(3 799)
Total
-
-
In June 2022, the Company concluded a revolving credit facility ("RCF") with its subsidiary Standard Supply AS (“subsidiary”) for the
amount of USD 20 million at a margin of 5%, an upfront fee of 0.75% and maturity on 31 December 2023. During 2023, the Company
provided under the RCF the amount of USD 3,7 million in three tranches all of which were settled by 31 December 2023. In February
2024, the Company provided under the RCF the amount of USD 11,8 million which was settled in March 2024 including interest.
The RCF had maturity end of 2024 and is no longer available from 2025 to the subsidiary.
Note 3.1 sets out information about the Company’s exposure to credit risk.
S.D. Standard ETC Plc. – Annual Report and Financial Statements 2024 41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 22 – RELATED-PARTY TRANSACTIONS (CONTINUED)
22.3 Dividend income
During the year 2024, the Company received from its subsidiary Standard Supply AS dividends amounting to USD 45,7 million
(2023: USD 13,2 million).
The Company had no transactions with shareholders or other related parties other than those disclosed above.
NOTE 23 – SUBSEQUENT EVENTS
The following events took place between the Statement of financial position date and the date of approval of these financial
statements:
1. In January 2025, the Board of Directors of the Company was informed of an exercise of a total of 10,000,000 share options by
a certain key employee of the subsidiary Standard Invest AS. These options are part of a share option package granted to the
employee of the subsidiary at his appointment to the position as Head of Investments (note 17). The share options are
exercised at a price of NOK 1.05 per share, which equals the original exercise price of NOK 1.25 adjusted for a dividend
distribution of NOK 0.20 per share in November 2024.
The Company's Board of Directors has resolved to cash settle the exercised share options, and the Company paid an amount
to the employee equal to the difference between the exercise price of NOK 1.05) per share and the closing share price of the
Company on the 17
th
of January 2025 of NOK 1.71 a total of USD 777 thousand.
2. In March 2025, the Company sold the 49,784,706 shares held in Dolphin Drilling AS through an accelerated bookbuilding
offering (the "Placing") at a price of NOK 1.1 per share for a total transaction size of approximately NOK 54,8 million (USD 5,1
million) and as a result recognized a realized loss of USD 9,7 million.
In connection with the Placing, the Company also agreed to transfer all of its rights and obligations under the shareholder
bridge loan facility (the "Shareholder Loan") provided to Dolphin Drilling AS in March 2023 by the Company and certain other
lenders. The rights and obligations under the Shareholder Loan have been transferred to certain investors in the Placing, for
consideration corresponding to 30% of the Company’s principal amount of USD 7,5 million under the Shareholder Loan, i.e.
USD 2,25 million. As a result, the Company recognized a total loss of USD 6,9 million since the interest charge was not
recoverable as well.
3. In March 2025, Saga Pure ASA (“Saga Pure”) acquired 75 125 280 shares in the Company representing 14,32% holding.
Following the acquisition, Saga Pure and Ferncliff Listed DAI hold a consolidated ownership of approximately 44.05% of the
total outstanding shares in the Company.
On 7 April 2025, Saga Pure presented a mandatory offer for all remaining shares in the Company for NOK 1.90 per share in
cash.
There have been no other material subsequent events that have an impact on these financial statements.
PricewaterhouseCoopers Ltd, City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus
P O Box 53034, CY-3300 Limassol, Cyprus
T: +357 25 - 555 000, F:+357 - 25 555 001, www.pwc.com.cy
PricewaterhouseCoopers Ltd is a private company registered in Cyprus (Reg. No.143594). Its registered office is at PwC Central, 43 Demostheni Severi Avenue, CY-
1080 Nicosia. A list of the company’s directors, including for individuals the present and former (if any) name and surname and nationality, if not Cypriot and for legal
entities the corporate name, is kept by the Secretary of the company at its registered office. PwC refers to the Cyprus member firm, PricewaterhouseCoopers Ltd and
may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details.
Independent Auditor’s Report
To the Members of S.D. STANDARD ETC PLC
Report on the Audit of the Financial Statements
Our opinion
In our opinion, the accompanying financial statements of S.D. STANDARD ETC PLC (the
“Company”) give a true and fair view of the financial position of the Company as at 31 December
2024, and of its financial performance and its cash flows for the year then ended in accordance with
IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus
Companies Law, Cap. 113.
What we have audited
We have audited the financial statements which are presented in pages 11 to 41 and comprise:
● the statement of financial position as at 31 December 2024;
● the statement of comprehensive income for the year then ended;
● the statement of changes in equity for the year then ended;
● the statement of cash flows for the year then ended; and
● the notes to the financial statements, which include material accounting policy information.
The financial reporting framework that has been applied in the preparation of the financial
statements is IFRS Accounting Standards as adopted by the European Union and the requirements
of the Cyprus Companies Law, Cap. 113.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We remained independent of the Company throughout the period of our appointment in
accordance with the International Ethics Standards Board for Accountants’ International Code of
Ethics for Professional Accountants (including International Independence Standards) (IESBA
Code) together with the ethical requirements that are relevant to our audit of the financial
statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the IESBA Code.
Our audit approach
Key audit matters incorporating the most significant risks of material misstatements,
including assessed risk of material misstatements due to fraud
Key audit matters are those matters that, in our professional judgement, 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.
43
Key Audit Matter
How our audit addressed the Key Audit
Matter
Valuation and classification of investment
in and loan receivable from Dolphin
Drilling AS (“Dolphin”)
As at 31 December 2024 the Company had an
equity investment in Dolphin with a carrying
amount of USD 16.225 thousands (classified as
financial asset at fair value through profit or loss)
and a loan receivable from Dolphin in the amount
of USD 8.950 thousands. Both these investments
are measured at fair value in accordance with the
relevant accounting policies in Note 2 to the
financial statements and fall under levels 1 and 3 of
the IFRS 13 valuation hierarchy respectively.
As stated in Note 23.2, in March 2025 the
Company sold all its equity investment in Dolphin
(49.784.706 shares) through an accelerated
bookbuilding offering (the "Placing") at a price of
NOK 1,1 per share for a total transaction size of
approximately NOK 54,8 million (USD 5,1 million)
and as a result recognized a realized loss of USD
9,7 million in 2025.
In connection with the Placing, the Company has
also agreed to transfer all of its rights and
obligations of the loan receivable to certain
investors in the Placing, for a consideration
corresponding to 30% of the principal amount of
USD 7,5 million under the loan agreement, i.e.
USD 2,25 million. As a result, the Company
recognized in 2025 a loss of USD 6,9 million which
corresponds to the loss in the principal amount and
the interest accrued as of that date.
This was an area of particular focus in our audit
due to the significance of the value of the
aforementioned assets and the potential impact of
this post year end transaction on their valuation
and classification. Specifically, we considered the
appropriateness of the below assessments made by
the Board of Directors that:
• the disposal made in 2025 does not trigger
a revision of the fair value estimates of the
equity investment and loan receivable in
Dolphin as at 31 December 2024, and
• the Company had no intention to exit the
investment in Dolphin as at 31 December
2024 within a period of twelve months,
and consequently the investment with a
carrying amount of USD 16.225 thousands
is classified within “non-current” assets.
The above matters are disclosed in Note 3.3 – Fair
value measurements, Note 4 - Critical accounting
estimates and judgements, Note 22.2 – related
party loans and Note 23 – Subsequent events.
We have understood the process and methodology
adopted by the Company in estimating the fair value
of the equity investment in Dolphin and the loan
receivable from Dolphin.
In relation to the equity investment in Dolphin
which is classified as a financial asset at fair value
through profit or loss, we have assessed and tested
the valuation estimate which was based on Level 1
inputs, including management's conclusion that the
shares have been trading in an active market.
In relation to the fair value of the loan receivable
from Dolphin which was based on a model prepared
by the Management using Level 3 inputs, we have
assessed and tested with the assistance of our PwC
internal auditor's experts the valuation inputs,
assumptions, methodologies and calculations
adopted. This included considering the
appropriateness of the methodology used and
challenging the assumptions used (e.g., Credit
Scoring, Loss Given Default and Probability of
Default). We tested the completeness and accuracy
of data inputs to the model, tested the
mathematically accuracy and carried out related
sensitivity analysis.
We have reviewed minutes of meetings, corporate
press releases/announcements and challenged
management when assessing whether there was an
intention to dispose the investment in Dolphin and
the loan receivable as of 31 December 2024.
We have assessed the adequacy of the disclosures
made in Notes 3.3, 4, 22.2 and 23 of the financial
statements.
The results of the above procedures were
considered satisfactory for the purposes of our
audit.
44
Reporting on other information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the Management Report, the Report on Corporate Governance, and the
Statement of the Members of the Board of Directors and Other Responsible Persons of the
Company for the Financial Statements but does not include the financial statements and our
auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above 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. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of the Board of Directors and those charged with governance for
the Financial Statements
The Board of Directors is responsible for the preparation of the financial statements that give a true
and fair view in accordance with IFRS Accounting Standards as adopted by the European Union
and the requirements of the Cyprus Companies Law, Cap. 113, 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.
Those charged with governance are 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 ISAs, we exercise professional judgement 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.
45
● 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 a true and fair view.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, 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.
Report on Other Legal and Regulatory Requirements
Pursuant to the requirements of Article 10(2) of the EU Regulation 537/2014 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 Period of Engagement
We were first appointed as auditors of the Company in 2011 by the Board of Directors for the audit
of the financial statements for the year ended 31 December 2010. Our appointment has been
renewed annually, since then, by shareholder resolution. In 2011 the Company’s securities were
listed listed in Oslo Axess and in 2017 the securities were listed in Oslo Bors. Accordingly, the first
financial year that the Company qualified as a European Union Public Interest Entity was the year
ended 31 December 2011. Since then, the total period of uninterrupted engagement appointment
was 14 years.
Consistency of the Additional Report to the Audit Committee
We confirm that our audit opinion on the financial statements expressed in this report is consistent
with the additional report to the Audit Committee of the Company, which we issued on 9 April
2025 in accordance with Article 11 of the EU Regulation 537/2014.
46
Provision of Non-audit Services
We declare that no prohibited non-audit services referred to in Article 5 of the EU Regulation
537/2014 and Section 72 of the Auditors Law of 2017 were provided. In addition, there are no non-
audit services which were provided by us to the Company and which have not been disclosed in the
financial statements or the management report.
European Single Electronic Format
We have examined the digital files of the European Single Electronic Format (ESEF) of S.D.
STANDARD ETC PLC for the year ended 31 December 2024 comprising an XHTML file which
includes the annual financial statements for the year then ended (the “digital files”).
The Board of Directors of S.D. STANDARD ETC PLC is responsible for preparing and submitting
the financial statements for the year ended 31 December 2024 in accordance with the requirements
set out in the EU Delegated Regulation 2019/815 of 17 December 2018 of the European
Commission (the ‘’ESEF Regulation’’).
Our responsibility is to examine the digital files prepared by the Board of Directors of S.D.
STANDARD ETC PLC. According to the Audit Guidelines issued by the Institute of Certified Public
Accountants of Cyprus (the “Audit Guidelines”), we are required to plan and perform our audit
procedures in order to examine whether the content of the financial statements included in the
digital files correspond to the financial statements we have audited, and whether the digital files
have been prepared in all material respects, in accordance with the requirements of the ESEF
Regulation.
In our opinion, the digital files examined correspond to the financial statements, and the financial
statements included in the digital files, are presented, in all material respects, in accordance with
the requirements of the ESEF Regulation.
Other Legal Requirements
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
● In our opinion, based on the work undertaken in the course of our audit, the management
report has been prepared in accordance with the requirements of the Cyprus Companies
Law, Cap. 113, and the information given is consistent with the financial statements.
● In light of the knowledge and understanding of the Company and its environment
obtained in the course of the audit, we are required to report if we have identified
material misstatements in the management report. We have nothing to report in this
respect.
● In our opinion, based on the work undertaken in the course of our audit, the information
included in the corporate governance statement in accordance with the requirements of
subparagraphs (iv) and (v) of paragraph 2(a) of Article 151 of the Cyprus Companies Law,
Cap. 113, and which is included as a specific section of the management report, has been
prepared in accordance with the requirements of the Cyprus Companies Law, Cap. 113,
and is consistent with the financial statements.
● In our opinion, based on the work undertaken in the course of our audit, the corporate
governance statement includes all information referred to in subparagraphs (i), (ii), (iii),
(vi) and (vii) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113.
● In light of the knowledge and understanding of the Company and its environment
obtained in the course of the audit, we are required to report if we have identified
material misstatements in the corporate governance statement in relation to the
information disclosed for items (iv) and (v) of subparagraph 2(a) of Article 151 of the
Cyprus Companies Law, Cap. 113. We have nothing to report in this respect.
47
Other Matter
This report, including the opinion, has been prepared for and only for the Company’s members as a
body in accordance with Article 10(1) of the EU Regulation 537/2014 and Section 69 of the Auditors
Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to whose knowledge this report may
come to.
The engagement partner on the audit resulting in this independent auditor’s report is Yiangos
Kaponides.
Yiangos Kaponides
Certified Public Accountant and Registered Auditor
for and on behalf of
PricewaterhouseCoopers Limited
Certified Public Accountants and Registered Auditors
City House, 6 Karaiskakis Street,
CY-3032 Limassol, Cyprus
9 April 2025