HELLENiQ ENERGY Holdings S.A. Annual Financial Report, Financial Year 2025 4 HELLENiQ ENERGY
Statements of BoD members Board of Directors' Report Full Year Financial Statements Auditors' Report
ContentsCompany Information 5
Authorised signatories 5
Consolidated Statement of Financial Position 6
- Statement of Financial Position of the Company 7
Consolidated Statement of Comprehensive Income 8
- Statement of Comprehensive Income of the Company 9
Consolidated Statement of Changes in Equity 10
Statement of Changes in Equity of the Company 11
Consolidated Statement of Cash Flows 12
Statement of Cash Flows of the Company 13
Notes to the Consolidated and Company Financial Statements 14
Company Information
Directors
Spilios Livanos, Chairman - Non-Executive Member
Andreas Shiamishis, Chief Executive Officer - Executive Member
Georgios Alexopoulos, Deputy Chief Executive Officer - Executive Member
Iordanis Aivazis, Senior Independent Director - Independent Non-Executive Member
Theodoros-Achilleas Vardas - Non-Executive Member
Nikolaos Vrettos - Independent Non-Executive Member
Stavroula Kampouridou - Independent Non-Executive Member
Constantinos Mitropoulos - Independent Non-Executive Member
Anna Rokofyllou - Non-Executive Member
Panagiotis Tridimas - Independent Non-Executive Member
Alkiviadis-Constantinos Psarras - Non-Executive Member
Registered Office
8A Chimarras Str
GR 151 25 - Marousi
General Commercial Registry
000296601000
Authorised signatories
The consolidated and Company financial statements for the year ended 31 December 2025 from page 6 to page 113 are presented in €'000, unless otherwise stated, and have been approved by the Board of Directors of HELLENiQ ENERGY Holdings S.A. on 26/02/2026.
Andreas Shiamishis Vasileios Tsaitas Stefanos Papadimitriou
Chief Executive Officer Chief Financial Officer Accounting Director
Consolidated Statement of Financial Position
As at
Note
31 December 2025
31 December 2024
Αssets
Non-current assets
Property, plant and equipment
6
4,155,354
3,742,339
Right-of-use assets
7
281,253
238,753
Intangible assets
8
524,203
357,905
Investments in associates and joint ventures
9
38,156
202,251
Deferred income tax assets
19
107,755
101,802
Investment in equity instruments
3
925
646
Derivative financial instruments
23
32,564
-
Loans, advances and long term assets
10
62,274
156,496
5,202,484
4,800,192
Current assets
Inventories
11
1,306,759
1,311,169
Trade and other receivables
12
1,144,370
935,932
Income tax receivable
29
45,650
80,810
Derivative financial instruments
23
9,216
8,196
Cash and cash equivalents
13
858,251
618,055
3,364,246
2,954,162
Total assets
8,566,730
7,754,354
Equity
Share capital and share premium
14
1,020,081
1,020,081
Reserves
15
361,352
326,690
Retained Earnings
1,290,459
1,360,168
Equity attributable to the owners of the parent
2,671,892
2,706,939
Non-controlling interests
56,016
55,283
Total equity
2,727,908
2,762,222
Liabilities
Non- current liabilities
Interest bearing loans and borrowings
17
2,777,046
2,169,486
Lease liabilities
18
234,110
191,832
Deferred income tax liabilities
19
180,386
164,716
Retirement benefit obligations
20
157,834
168,784
Derivative financial instruments
23
842
1,940
Provisions
21
32,336
36,247
Other non-current liabilities
22
65,356
43,099
3,447,910
2,776,104
Current liabilities
Trade and other payables
16
1,978,079
1,602,981
Derivative financial instruments
23
8,190
-
Income tax payable
81,234
276,388
Interest bearing loans and borrowings
17
221,101
240,893
Lease liabilities
18
40,580
33,482
Dividends payable
31
61,728
62,284
2,390,912
2,216,028
Total liabilities
5,838,822
4,992,132
Total equity and liabilities
8,566,730
7,754,354
The notes on pages 14 to 113 are an integral part of these consolidated and Company financial statements.
Statement of Financial Position of the Company
As at
Note
31 December 2025
31 December 2024
Assets
Non-current assets
Property, plant and equipment
977
1,121
Right-of-use assets
7
6,620
7,165
Intangible assets
13
1
Investments in subsidiaries, associates and joint ventures
9
2,110,996
1,780,538
Deferred income tax assets
8,968
8,623
Loans, advances and long term assets
10
167,174
152,852
2,294,748
1,950,300
Current assets
Trade and other receivables
12
129,728
426,176
Income tax receivables
2,407
3,502
Cash and cash equivalents
6,483
3,714
138,618
433,392
Total assets
2,433,365
2,383,692
Equity
Share capital and share premium
14
1,020,081
1,020,081
Reserves
15
327,446
313,411
Retained Earnings
968,247
950,276
Total equity
2,315,774
2,283,768
Liabilities
Non-current liabilities
Lease liabilities
18
3,238
4,839
Other Long Term Liabilities
-
890
3,238
5,729
Current liabilities
Trade and other payables
47,789
27,231
Income tax payable
1,279
2,021
Lease liabilities
18
3,557
2,659
Dividends payable
31
61,728
62,284
114,353
94,195
Total liabilities
117,591
99,924
Total equity and liabilities
2,433,365
2,383,692
The notes on pages 14 to 113 are an integral part of these consolidated and Company financial statements.
Consolidated Statement of Comprehensive Income
For the year ended
Note
31 December 2025
31 December 2024
Revenue from contracts with customers 5
11,614,643
12,767,894
Cost of sales
24
(10,471,455)
(11,693,626)
Gross profit / (loss)
1,143,188
1,074,268
Selling and distribution expenses
24
(487,569)
(456,454)
Administrative expenses
24
(257,126)
(203,788)
Exploration and development expenses
25
(5,643)
(10,674)
Other operating income and other gains
26
59,107
153,216
Other operating expense and other losses
26
(57,107)
(81,731)
Operating profit / (loss)
394,850
474,837
Finance income
27
18,580
13,327
Finance expense
27
(128,131)
(132,245)
Lease finance cost
18, 27
(10,179)
(9,810)
Currency exchange gains / (losses)
28
(11,913)
3,952
Share of profit / (loss) of investments in associates and joint ventures
9
(8,365)
(23,956)
Profit / (loss) before income tax
254,842
326,105
Income tax (expense) / credit
29
(77,869)
(263,841)
Profit / (loss) for the period
176,973
62,264
Profit / (loss) attributable to:
Owners of the parent
173,354
59,789
Non-controlling interests
3,619
2,475
176,973
62,264
Other comprehensive income / (loss):
Other comprehensive income / (loss) that will not be reclassified to profit or loss (net of tax):
Actuarial gains / (losses) on defined benefit pension plans
(1,194)
(2,783)
Changes in the fair value of equity instruments
276
131
(918)
(2,652)
Other comprehensive income / (loss) that may be reclassified subsequently to profit or loss (net of tax):
Share of other comprehensive income / (loss) of associates
15
-
825
Fair value gains / (losses) on cash flow hedges
15
12,802
11,265
Amounts reclassified to profit or loss
15
6,251
4,525
Currency translation differences and other movements
(844)
49
18,209
16,664
Other comprehensive income / (loss) for the period, net of tax
17,291
14,012
Total comprehensive income / (loss) for the period
194,264
76,276
Total comprehensive income / (loss) attributable to:
Owners of the parent
190,645
73,857
Non-controlling interests
3,619
2,419
194,264
76,276
Εarnings / (losses) per share (expressed in Euro per share)
30
0.57
0.20
The notes on pages 14 to 113 are an integral part of these consolidated and Company financial statements.
Statement of Comprehensive Income of the Company
For the year ended
Note
31 December
2025
31 December
2024
Revenue from contracts with customers
44,081
39,894
Cost of sales
(40,630)
(36,267)
Gross profit / (loss)
3,451
3,627
Administrative expenses
(7,297)
(9,336)
Other operating income and other gains
26
35,193
134,722
Other operating expense and other losses
26
(51,354)
(32,128)
Operating profit /(loss)
(20,007)
96,885
Finance income
13,593
14,631
Finance expense
(62)
(36)
Lease finance cost
(263)
(314)
Currency exchange gain / (loss)
17
(12)
Dividend income
31
268,586
323,322
Profit / (loss) before income tax
261,864
434,476
Income tax (expense) / credit
29
(1,656)
(2,235)
Profit / (loss) for the period
260,208
432,241
Other comprehensive income / (loss) that will not be reclassified to profit or loss (net of tax):
Actuarial gains / (losses) on defined benefit pension plans
15
(3,336)
(839)
Other comprehensive income / (loss) for the year, net of tax
(3,336) (839)
Total comprehensive income / (loss) for the period
256,872
431,402
The notes on pages 14 to 113 are an integral part of these consolidated and Company financial statements.
Consolidated Statement of Changes in Equity
Attributable to owners of the Parent
Note
Share Capital &
Share premium
Reserves
Retained Earnings
Total
Non-controlling Interest
Total Equity
Balance at 1 January 2024
1,020,081
291,010
1,568,384
2,879,475
66,916
2,946,391
Other comprehensive income / (loss)
-
14,068
-
14,068
(56)
14,012
Profit / (loss) for the period
-
-
59,789
59,789
2,475
62,264
Total comprehensive income / (loss) for the period
-
14,068
59,789
73,857
2,419
76,276
Share of acquisition of non-controlling interest in subsidiary
15
-
-
-
-
(11,311)
(11,311)
Transfers to statutory and tax reserves
15
-
21,612
(21,612)
-
-
-
Dividends to non-controlling interests
-
-
-
-
(2,741)
(2,741)
Dividends
31
-
-
(244,508)
(244,508)
- (244,508)
Other equity movements
-
-
(1,885)
(1,885)
-
(1,885)
Balance as at 31 December 2024
1,020,081
326,690
1,360,168
2,706,939
55,283
2,762,222
Balance at 1 January 2025
1,020,081
326,690
1,360,168
2,706,939
55,283
2,762,222
Other comprehensive income / (loss)
-
17,291
-
17,291
-
17,291
Profit / (loss) for the period
-
-
173,354
173,354
3,619
176,973
Total comprehensive income / (loss) for the period
-
17,291
173,354
190,645
3,619
194,264
Transfers to statutory and tax reserves
15
-
13,008
(13,008)
-
-
-
Dividends to non-controlling interests
-
-
-
-
(2,886)
(2,886)
Dividends
31
-
-
(229,229)
(229,229)
- (229,229)
Share based payments
-
4,363
-
4,363
-
4,363
Other equity movements
-
-
(826)
(826)
-
(826)
Balance as at 31 December 2025
1,020,081
361,352
1,290,459
2,671,892
56,016
2,727,908
The notes on pages 14 to 113 are an integral part of these consolidated and Company financial statements.
Statement of Changes in Equity of the Company
Note
Share Capital & Share
premium
Reserves
Retained Earnings
Total
Balance at 1 January 2024
1,020,081
292,638
784,155
2,096,874
Other comprehensive income / (loss)
-
(839)
-
(839)
Profit / (loss) for the period
-
-
432,241
432,241
Total comprehensive income / (loss) for the period
-
(839)
432,241
431,402
Transfers to statutory and tax reserves
15
-
21,612
(21,612)
-
Dividends
31
-
-
(244,508)
(244,508)
Balance as at 31 December 2024
1,020,081
313,411
950,276
2,283,768
Balance at 1 January 2025
1,020,081
313,411
950,276
2,283,768
Other comprehensive income / (loss)
-
(3,336)
-
(3,336)
Profit / (loss) for the period
-
-
260,208
260,208
Total comprehensive income / (loss) for the period
-
(3,336)
260,208
256,872
Transfers to statutory and tax reserves
15
-
13,008
(13,008)
-
Dividends
31
-
-
(229,229)
(229,229)
Share based payments
15
-
4,363
-
4,363
Balance as at 31 December 2025
1,020,081
327,446
968,247
2,315,774
The notes on pages 14 to 113 are an integral part of these consolidated and Company financial statements.
Consolidated Statement of Cash Flows
For the year ended
Note
31 December
2025
31 December
2024
Cash flows from operating activities
Cash generated from operations
32
910,300
1,009,436
Income tax (paid) / received
(241,817)
(309,839)
Net cash generated from/ (used in) operating activities
668,483
699,597
Cash flows from investing activities
Purchase of property, plant and equipment & intangible assets
6, 8
(574,250)
(434,424)
Acquisition of subsidiary
(183,014)
-
Proceeds from disposal of property, plant and equipment & intangible assets
6,011
-
Acquisition of share of associates and joint ventures
(77)
(11,506)
Cash and cash equivalents of acquired subsidiaries
6, 9
44,025
6,930
Disposal of Associate
193,892
-
Grants received
5,406
19,423
Interest received
18,580
13,327
Prepayments for right-of-use assets
-
(65)
Dividends received
2,272
1,742
Proceeds from disposal of investments in equity instruments
220
-
Net cash generated from/ (used in) investing activities
(486,935)
(404,573)
Cash flows from financing activities
Interest paid on borrowings
(124,563)
(126,989)
Dividends paid to shareholders of the Company
31
(229,798)
(274,748)
Dividends paid to non-controlling interests
(2,871)
(2,741)
Proceeds from borrowings
17
1,183,292
2,809,832
Repayments of borrowings
17
(706,535)
(2,952,700)
Payment of lease liabilities - principal
(38,785)
(39,310)
Payment of lease liabilities - interest
(10,179)
(9,810)
Net cash generated from/ (used in) financing activities
70,561
(596,466)
Net increase/ (decrease) in cash and cash equivalents
252,109
(301,442)
Cash and cash equivalents at the beginning of the year
13
618,055
919,457
Exchange (losses) / gains on cash and cash equivalents
(11,913)
40
Net increase / (decrease) in cash and cash equivalents
252,109
(301,442)
Cash and cash equivalents at end of the period
13
858,251
618,055
The notes on pages 14 to 113 are an integral part of these consolidated and Company financial statements.
Statement of Cash Flows of the Company
For the year ended
Note
31 December
2025
31 December
2024
Cash flows from operating activities
Cash generated from / (used in) operations
32
(19,894)
(4,825)
Income tax (paid) / received
(403)
(3,005)
Net cash generated from / (used in) operating activities
(20,297)
(7,830)
Cash flows from investing activities
Purchase of property, plant and equipment & intangible assets
(112)
(580)
Acquisition of subsidiary
(183,014)
-
Disposal of Associate
193,892
-
Participation in share capital increase of subsidiaries, associates and joint ventures
(144,009)
(81,131)
Loans and advances to Group Companies
72,360
(13,960)
Interest received
16,231
13,831
Dividends received
300,898
220,455
Net cash generated from / (used in) investing activities
256,246
138,615
Cash flows from financing activities
Dividends paid to shareholders of the Company
31
(229,798)
(274,748)
Payment of lease liabilities - principal, net
(3,119)
(2,537)
Payment of lease liabilities - interest
(263)
(314)
Net cash generated from / (used in) financing activities
(233,180)
(277,599)
Net increase / (decrease) in cash and cash equivalents
2,769
(146,814)
Cash and cash equivalents at the beginning of the period
3,714
150,528
Net increase / (decrease) in cash and cash equivalents
2,769
(146,814)
Cash and cash equivalents at end of the period
6,483
3,714
The notes on pages 14 to 113are an integral part of these consolidated and Company financial statements.
Notes to the Consolidated and Company Financial Statements
General Information
HELLENiQ ENERGY Holdings S.A. (the "Company") is the parent company of HELLENiQ ENERGY Group (the "Group"). The Company acts as a holding company and provides administrative and financial services to its subsidiaries. The Group operates in the energy sector predominantly in Greece, as well as in the wider South Eastern Europe / East Mediterranean region. The Group's activities include refining and marketing of oil products, production and marketing of petrochemical products and electricity generation through both renewable energy sources and natural gas-fired units, as well as electricity and natural gas trading and supply. The Group is also active in exploration for hydrocarbons and provides engineering services.
The parent company is incorporated in Greece with an indefinite corporate life and the address of its registered office is 8A Chimarras Str., Marousi, 151 25. The shares of the Company are listed on the Athens Stock Exchange and the London Stock Exchange through Global Depositary Receipts (GDRs). The consolidated financial statements, along with the respective annual financial statements of the Group's subsidiaries can be found on the Group's website https://www.helleniqenergy.gr.
Summary of Material Accounting Policies
The material accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.
Basis of preparation
These consolidated and Company financial statements for the year ended 31 December 2025 have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board ("IASB"), as endorsed by the European Union ("EU") (IFRS refer to the IFRS Accounting Standards), and present the financial position, results of operations and cash flows of the Group and Company on a going concern basis.
In determining the appropriate basis of preparation of the consolidated and Company financial statements, the Directors are required to consider whether the Group and the Company can continue in operational existence for the foreseeable future. It is noted that since the activity of the Company is directly related to the activity of its subsidiaries, the assessment of the going concern principle of the Company is directly related to the going concern of the Group.
The Group's business activities, together with factors which the Directors consider are likely to affect its development, financial performance and financial position are set out in the Director's report. The most significant financial and operational risks and uncertainties that may have an impact upon the Group's performance and their mitigation are outlined in Note 3 including liquidity risk, market risk, credit risk and capital risk to these consolidated financial statements.
Following the acquisition of Enerwave (former Elpedison S.A.) on 15 July 2025, and the rollout of the development of its Renewable Energy Sources (RES) portfolio, the Group progressed the execution of its strategic transformation plan towards developing a Power Pillar, including conventional and renewable generation, supply and storage in Greece and internationally. These developments strengthened the Group's 2nd business pillar, supporting the achievement of its climate objectives, further diversifying its profitability sources, increasing the share of stable, recurring cash flows.
The future financial performance of the Group is dependent upon the wider economic environment in which it operates. The factors that particularly affect the environment and therefore the performance of the Group include macroeconomic conditions and supply and demand for crude oil and oil products that affect their pricing and consequently benchmark refining margins which is a key determinant of profitability.
Furthermore, profitability can be affected by natural gas and electricity pricing, which together with the cost of acquiring CO2certificates in compliance with the European Union Emissions Trading System (EU ETS), will affect variable operating expenditure. In the medium to long term, Energy transition and relevant policy initiatives and regulations are expected to affect key profitability and operating expenditure factors.
In general, factors that adversely affect the demand for oil products such as negative macroeconomic conditions, supply and demand for crude oil that result in price increases or increase in the cost elements of refining oil products such as cost of natural gas, electricity and costs from EU ETS, have a negative impact on Group profitability. Conversely, ample supply of crude oil and/ or a higher demand for oil products would lead to higher benchmark margins and profitability.
Global geopolitical developments and the ensuing uncertainty had limited impact on Global GDP growth. For oil and gas specifically in 2025, demand for oil products continued to grow by approximately 1%, despite slower demand growth from China. Refinery margins were low in the first months of the year, however recovered in the second half, overall averaging higher levels compared to 2024. At the same time, the main cost elements of refining oil products did not change significantly compared to 2024, with the exception of EU ETS prices that average higher on the back of a steady price increase in the final quarter of the year.
At 31 December 2025, the Group held cash of €858 million and has a positive operating working capital position. Within 2025 the Group proceeded with refinancing maturing loans until 2030. As result of the aforementioned actions, the Group's borrowings maturity and borrowing type profile has substantially improved with longer
maturities and lower margins. Of its total loans and borrowings amounting to €2,998 million, €2,375 million relate to committed term and revolving facilities and €179 million to uncommitted short-term revolving facilities on demand. Of its total borrowings, an amount of €42 million of committed term and revolving facilities, and €179 million of uncommitted short-term revolving facilities fall due within the next 12 months from the balance sheet date. Details of these balances and their maturities are presented in Note 17.
The Group's financial forecasts were modelled over an 18-month period, ending 30 June 2027 and reflect the outcomes that the Directors consider most likely, based on the information available at the date of signing of these consolidated financial statements. This includes the expectation of demand evolution, benchmark refining margins and associated costs applicable to the Group. The Group's financial forecasts have been prepared with consideration to independent third-party data, which inter-alia include forecasted international commodity prices used in the calculation of benchmarks refining margins, demand evolution and operating costs.
In the 18-month period assessed, the Group expects to generate sufficient cash from operations to meet all its operating liabilities as they fall due and planned investments. In addition, there are no significant debt obligations maturing in the aforementioned period. Management has exercised judgment and concluded that, at the time of approving the consolidated and Company financial statements the expectation is that the Group and Company have adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of these consolidated and Company financial statements. The consolidated financial statements have been prepared in accordance with the historical cost basis, except for the following:
financial instruments - some of which are measured at fair value (Note 3.3 & 23)
defined benefit pension plans - plan assets measured at fair value
The preparation of financial statements, in accordance with IFRS, requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in "Note 4: Critical accounting estimates and judgments". Estimates and judgments are continuously evaluated and are based on historical experience and other factors, including expectations of future events as assessed to be reasonable under the present circumstances.
New standards, amendments to standards and interpretations
New and amended standards adopted by the GroupThe accounting principles and calculations used in the preparation of the consolidated financial statements are consistent with those applied in the preparation of the consolidated financial statements for the year ended 31 December 2024 and have been consistently applied in all periods presented in this report except for the following IFRS amendments, which have been adopted by the Group as of 1 January 2025.
Apart from early adoption of IFRS 9 & IFRS 7 amendments for contracts referencing nature-dependent electricity, in 2025, amendments and interpretations that were applied for the first time, did not have a significant impact on the consolidated and company financial statements for the year ended 31 December 2025, unless otherwise stated. These are also disclosed below.
IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments): The amendments are effective for annual reporting periods beginning on or after 1 January 2025. The amendments specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. A currency is considered to be exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations. If a currency is not exchangeable into another currency, an entity is required to estimate the spot exchange rate at the measurement date. An entity's objective in estimating the spot exchange rate is to reflect the rate at which an orderly exchange
transaction would take place at the measurement date between market participants under prevailing Statements of BoD members Board of Directors' Report Half-Yearly Financial Statements Auditors' Report economic conditions. The amendments note that an entity can use an observable exchange rate without adjustment or another estimation technique. Management has assessed that there is no material impact on Consolidated and Company financial statement.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity (Amendments):The amendments are effective for annual reporting periods
beginning on or after January 1, 2026, with earlier application permitted. The amendments include clarifying the application of the 'own-use' requirements, permitting hedge accounting if contracts in scope of the amendments are used as hedging instruments, and introduce new disclosure requirements to enable investors to understand the impact of these contracts on a company's financial performance and cash flows. The clarifications regarding the 'own-use' requirements must be applied retrospectively, but the guidance permitting hedge accounting have to be applied prospectively to new hedging relationships designated on or after the date of initial application. The Group has elected to exercise its right for early adoption of the amendment (Note 2.12).
Standards issued but not yet effective and not early adoptedThe Group has not early adopted any of the following standard, interpretation or amendment that have been issued but are not yet effective. In addition, the Group is in the process of assessing the impact of all standards, interpretations and amendments issued but not yet effective, on the consolidated and Company financial statements.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments (Amendments):The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Early adoption of amendments related to the classification of financial assets and the related disclosures is permitted, with the option to apply the other amendments at a later date. The amendments clarify that a financial liability is derecognised on the 'settlement date', when the obligation is discharged, cancelled, expired, or otherwise qualifies for derecognition. They introduce an accounting policy option to derecognise liabilities settled via electronic payment systems before the settlement date, subject to specific conditions. They also provide guidance on assessing the contractual cash flow characteristics of financial assets with environmental, social, and governance (ESG)-linked features or other similar contingent features. Additionally, they clarify the treatment of non-recourse assets and contractually linked instruments and require additional disclosures under IFRS 7 for financial assets and liabilities with contingent event references (including ESG-linked) and equity instruments classified at fair value through other comprehensive income. Management has assessed that there is no material impact on Consolidated and Company financial statement.
Annual Improvements to IFRS Accounting Standards - Volume 11:The IASB's annual improvements process deals with non-urgent, but necessary, clarifications and amendments to IFRS. In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards - Volume 11. An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. The Annual Improvements to IFRS Accounting Standards - Volume 11, includes amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, and IAS 7. These amendments aim to clarify wording, correct minor unintended consequences, oversights, or conflicts between requirements in the standards.
IFRS 18 introduces new requirements on presentation within the statement of profit or loss: IFRS 18 introduces new requirements on presentation within the statement of profit or loss. It requires an entity to classify all income and expenses within its statement of profit or loss into one of the five categories: operating; investing; financing; income taxes; and discontinued operations. These categories are complemented by the requirements to present subtotals and totals for 'operating profit or loss', 'profit or loss before financing and income taxes' and 'profit or loss'. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of
financial information based on the identified 'roles' of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards. IFRS 18 is effective for reporting periods beginning on or after January 1, 2027, with earlier application permitted. Retrospective application is required in both annual and interim financial statements. The standard has not yet been endorsed by the EU. Management is currently assessing the impact of the new standards on the Consolidated and Company financial statements for the year ending 2026.
IFRS 19 Subsidiaries without Public Accountability: Disclosures (including amendments):IFRS 19 permits subsidiaries without public accountability to use reduced disclosure requirements if their parent company (either ultimate or intermediate) prepares publicly available consolidated financial statements in compliance with IFRS accounting standards. These subsidiaries must still apply the recognition, measurement and presentation requirements in other IFRS accounting standards. Unless otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure requirements in other IFRS accounting standards. The amendments issued in August 2025 reduce the disclosure requirements of new IFRS accounting standards, which had been included in full when IFRS 19 was first issued. IFRS 19 (including the amendments) is effective for reporting periods beginning on or after January 1, 2027, with early application permitted. The standard (including the amendments) has not yet been endorsed by the EU. Management has assessed that there is no material impact on Consolidated and Company financial statement.
IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (Amendments):The amendments are effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The amendments require translation from a non-hyperinflationary functional currency into a hyperinflationary presentation currency at the closing rate. If an entity's functional currency is the currency of a non-hyperinflationary economy, but its presentation currency is the currency of a hyperinflationary economy, its results and financial position are translated into the presentation currency by translating all amounts (i.e., assets, liabilities, equity items, income and expenses) and all comparatives at the closing rate at the date of the most recent statement of financial position. An entity whose functional currency and presentation currency are the currency of a hyperinflationary economy, restates the comparative amounts of a foreign operation, whose functional currency is that of a non-hyperinflationary economy, by applying the general price index, to the foreign operation's comparative figures. The amendments also introduce certain additional disclosure requirements. Management has assessed that there is no material impact on Consolidated and Company financial statement.
Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture: The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the EU. Management has assessed that there is no material impact on Consolidated and Company financial statement.
Basis of consolidation
-
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
At each reporting period, the Group reassesses whether it exercises control over the investees, in case there are facts and circumstances indicating a change in one of the control elements above. Subsidiaries are consolidated
from the date on which effective control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated, unless there is objective evidence that the asset is impaired. Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
-
Associates and Equity method
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, investments are initially recognised at cost and their carrying amount is increased or decreased to recognise the investor's share of the profit or loss or share of other comprehensive income of the investee after the date of acquisition. The Group's investment in associates includes goodwill identified on acquisition. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The Group's share of its associates' post-acquisition profit or loss is recognised in the statement of comprehensive income, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment in the associate and its carrying value. The recoverable amount is the higher of the associate's fair value less costs to sell and its value in use (discounted cash flows expected to be generated based upon management's expectations of future economic and operating conditions). The impairment is recognized within Share of profit / (loss) of investments in associates in the statement of profit or loss.
Profits and losses resulting from upstream and downstream transactions between the Group and its associates are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates are changed where necessary to ensure consistency with the policies adopted by the Group.
- Joint arrangements
Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor.
Joint ventures are accounted for using the equity method. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group's share of losses in a joint venture equals or exceeds its interest in the joint ventures, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture. Unrealised gains on
transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in the joint venture. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures are changed where necessary to ensure consistency with the policies adopted by the Group.
A joint operation arises where the Group has rights to the assets and obligations of the operation. The Group recognizes its share of the assets, obligations, revenue and expenses of the jointly controlled operation, including its share of those held or incurred jointly, in each respective line of its' financial statements.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in joint ventures. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, and then recognises the loss within 'Share of profit/ (loss) of investments in associates and joint ventures' in the statement of profit or loss.
-
Subsidiaries
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group measures the non-controlling interest in the acquiree at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred are expensed.
The consideration transferred for the acquisition of a subsidiary is the total of the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of acquisition. The discount rate used is the entity's incremental borrowing rate, being the rate at which similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date and is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognized in profit or loss, in accordance with the appropriate IFRS. Amounts classified as equity are not remeasured.
Goodwill (as disclosed in Note 2.8) is initially measured as the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest and any previous interest held over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the Group reassesses whether it has correctly identified all of the assets acquired and liabilities assumed and reviews their measurement, before any remaining difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
For a transaction or event to be a business combination, the assets acquired and liabilities assumed over which the Group has obtained control are required to constitute a business.
A 'business' is an integrated set of activities and assets that is capable of being conducted and managed to provide goods or services to customers, generate investment income or generate other income from ordinary activities. A business generally consists of inputs, processes applied to those inputs and the ability to contribute to
the creation of outputs. At a minimum, to be considered a business the acquired set is required to include an input and a substantive process that together significantly contribute to the ability to create outputs.
To be a business, the acquired set does not need to include all of the inputs and processes required to create outputs but it is required to be capable of being managed to create outputs.
If the group concludes that an entity acquired is in essence an asset acquisition, then no goodwill is recognised and the respective assets are recognised at cost, which is effectively the purchase price allocated to these assets.
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Executive Committee is the chief operating decision-maker, who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments. The Executive Committee is comprised of the Chief Executive Officer, the Deputy Chief Executive Officer, General and other senior managers of the Group. The Group's key operating segments are disclosed in Note 5.
Foreign currency translation
-
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Euro, which is the parent entity's functional currency and the presentation currency of the Group. Given that the Group's primary activities are in oil refining and trading, in line with industry practices, most crude oil and oil product trading transactions are based on the international reference prices of crude oil and oil products in US Dollars. Depending on the country of operation, the Group translates this value to the local currency (Euro in most cases) at the time of any transaction.
-
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognised in the statement of comprehensive income. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges.
For transactions that include the receipt or payment of advance consideration in a foreign currency the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability.
Foreign exchange gains and losses are presented in the same line as the transaction they relate to in the statement of comprehensive income, except those that relate to borrowings and cash, which are presented in a separate line ("Currency exchange gains/(losses)").
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
-
Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
all resulting exchange differences are recognized in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations are recognised in other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in other comprehensive income are recycled to the profit or loss of the statement of comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
-
Functional and presentation currency
Property, plant and equipment
Property, plant and equipment is comprised mainly of land, buildings, plant & machinery, transportation means and furniture and fixtures. Property, plant and equipment are shown at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the profit or loss of the statement of comprehensive income as incurred. Refinery turnaround costs that take place periodically are capitalised and charged to profit or loss on a straight line basis until the next scheduled turnaround to the extent that such costs either extend the useful economic life of the equipment or improve the capacity of its production.
Assets under construction are assets (mainly related to the refinery units) that are in the process of construction or development, and are carried at cost. Cost includes cost of construction, professional fees and other direct costs. Assets under construction are not depreciated, as the corresponding assets are not yet available for use.
Land is also not depreciated. Depreciation on assets is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated useful economic life, as shown on the table below for the main classes of assets:
- Buildings (including petrol stations)
10 - 40 years
- Plant & Machinery
10 - 35 years
30 - 50 years 5 - 25 years
20 - 30 years
20 - 30 years
- Transportation means
5 - 10 years
4 - 10 years
25 - 35 years
- Furniture and fixtures
3 - 5 years
4 - 10 years
Specialised industrial installations and Machinery
Pipelines
Other equipment
Wind Farms equipment
Solar Parks equipment
LPG and white products carrier tank trucks
Other Motor Vehicles
Shipping Vessels
Computer hardware
Other furniture and fixtures
In 2025, the Group has reassessed the useful economic life for classes of assets throughout the majority of its business segments. All of the changes are within the ranges shown in the table above. For more details refer to Note 4.
Specialised industrial installations include refinery units, petrochemical plants, tank facilities and petrol stations.
The assets' residual values and estimated useful economic lives are reviewed at the end of each reporting period and adjusted prospectively if appropriate.
If the asset's carrying amount is greater than its estimated recoverable amount, then it is written down immediately to its recoverable amount (Note 2.10).
The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss, which is determined by comparing the proceeds with the carrying amount, is included in the consolidated statement of comprehensive income within either "Other operating income and other gains" or "Other operating expenses and other losses".
Estimated restoration costs, for which disbursements are determined to be probable, are recognised as a provision in long-term liabilities and as part of the respective fixed asset cost in the Group's consolidated statement of financial position.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are added to the cost of the asset during the period of time that is required to complete and prepare the asset for its intended use. Borrowing costs are capitalised to the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset. To the extent that funds are borrowed generally and used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate to the expenditures on that asset. All other borrowing costs are expensed as incurred.
Leases
Right-of-use assets
At inception of a contract, that is the earlier of the date of a lease agreement and the date of commitment by the parties to the principal terms and conditions of the lease, the Group assess whether the contract is, or contains, a lease. Also, the Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to
obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment on their own or together with the Cash Generating Unit to which they belong.
Lease Liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. The result of this re-measurement is disclosed in a line of the right-of-use assets Note as modifications.
-
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the low-value assets recognition exemption to leases that are considered of low value (i.e., below five thousand Euros). Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
-
Significant judgement in determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its leases to lease the assets for additional terms. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (as a change in business strategy).
-
Subsurface rights
The Committee concluded that the arrangement presented in its decision, where a pipeline operator obtains the right to place a pipeline in an underground space constitutes a lease and therefore this arrangement as presented in this decision should be in scope of IFRS 16. As disclosed in Note 7, the Group operates a number of subsurface pipelines within the boundaries of various municipalities, in accordance with relevant laws, without the requirement to pay any compensation for them. As described in Note 33 of these financial statements, certain municipalities have proceeded with the imposition of duties and fines relating to the rights of way. The group has appealed against such amounts imposed as described in Note 33 and believes the outcome will be favourable. The Group considers these do not fall within the scope of IFRS 16 as there is no requirement to pay compensation.
-
Lease term
The Committee issued a decision that in assessing the notion of no more than an insignificant penalty, when establishing the lease term, the analysis should not only capture the termination penalty payment specified in the contract but use a broader economic consideration of penalty and thus include all kinds of possible economic outflows related to termination of the contract. The Group applies this decision and uses judgment in estimating the lease term, especially in cases, where the agreements do not provide for a predetermined term, such as rights of use of coastal zones as described in Note 7. The Group considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination.
- Lessor accounting
The Group enters into certain sublease agreements with third parties and therefore, acts as an intermediate lessor. In classifying a sublease, the Group acting as the intermediate lessor shall classify the sublease as a finance lease or an operating lease as follows:
if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying paragraph 6 of the standard, the sublease shall be classified as an operating lease.
otherwise, the sublease shall be classified by reference to the right-of- use asset arising from the head lease, rather than by reference to the underlying asset.
The Group has assessed all subleases it enters into based on the above criteria and classifies these as either operating or finance. As at 31 December 2025, all leases where the Group acts as an intermediate lessor were assessed and evaluated as operating.
-
Short-term leases and leases of low-value assets
Intangible assets
-
Goodwill
Goodwill represents the excess of the consideration transferred over the Company's interest in the fair value of the net identifiable assets and liabilities of the acquiree at the date of acquisition. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. In the event that the fair value of the Company's share of the net identifiable assets of the acquired subsidiary at the date of acquisition is higher than the cost, the excess remaining is recognised immediately in the statement of comprehensive income.
Goodwill is allocated to cash-generating units (CGU) for the purpose of impairment testing. The allocation is made to those CGUs or Groups of CGUs that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segments. Goodwill impairment reviews are undertaken annually or more frequently, if events or changes in circumstances indicate a potential impairment. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount (higher of value in use and fair value less costs to sell) of the CGU is less than its carrying amount including goodwill, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
-
Licenses and rights
Licenses and rights have a definite useful life and are carried at cost less accumulated amortisation. Amortisation is being calculated using the straight-line method to allocate their cost over their estimated useful lives, which usually range from 3 to 25 years.
- Computer software
The category computer software includes primarily the costs of implementing the (ERP) computer software program. Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and
bring to use the specific software. These costs are amortised using the straight line method over their estimated useful lives (2 to 10 years).
d) EU ETS AllowancesEuropean Union operates a 'cap and trade' scheme, EU Emissions Trading System ("EU ETS"), whereby the Group is required to deliver emissions certificates to the relevant regulator to meet its CO2emissions obligation. The government grants a certain number of emissions certificates ("EU Allowances" or "EUAs"), to the Group for use during a compliance period, at zero cost. Further, there is an active market where the Group can trade EUAs with other parties and ensure that it has sufficient certificates to match its emissions. The Group has determined that emissions allowances are identifiable non-monetary assets that do not have physical substance and therefore meet the definition of an intangible asset recognised at cost. Cost is determined using the FIFO method. This accounting policy choice is applied regardless of whether emissions allowances are purchased from the market or received from the government as a free allowance. Management might choose to sell EU Allowances because of a surplus to its expected usage requirements, or because of the timing of the obligation of surrendering the estimated quantity. The income from the sale of these allowances in the case of surplus with no intention to buy them back is not recognized as revenue because it does not arise by the Group's ordinary course of activities and is reported within other operating income. The accounting policy on provision for environmental liabilities is stated in Note 2.22.
-
Goodwill
Exploration and evaluation of mineral resources
-
Exploration and evaluation assets
During the exploration period and before a commercially viable discovery, oil and natural gas exploration and evaluation expenditures are expensed. Geological and geophysical costs as well as costs directly associated with an exploration are expensed as incurred. Exploration property leasehold acquisition costs are capitalized within intangible assets and amortised over the period of the license or in relation to the progress of the activities if there is a substantial difference. Upstream exploration rights are included in licenses and rights in intangible assets.
-
Development of tangible and intangible assets
Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of commercially proven development wells is capitalized within tangible and intangible assets according to their nature. When development is completed on a specific field, it is transferred to production assets. No depreciation and/or amortisation is charged during development.
-
Oil and gas production assets
Oil and gas production assets are presented separately from other property, plant and equipment and comprise of exploration and evaluation tangible assets as well as development expenditures associated with the production of proven reserves. The Group has not recognised any such assets, as it is currently in the first stages of exploration and evaluation.
-
Depreciation/amortisation
Oil and gas properties/intangible assets are depreciated/amortized using the unit-of-production method. Unit-of-production rates are based on proven developed reserves, which are oil, gas and other mineral reserves estimated to be recovered from existing facilities using current operating methods. Oil and gas volumes are considered produced once they have been measured through meters at custody transfer or sales transaction points at the outlet valve on the field storage tank.
-
Impairment - exploration and evaluation assets
The exploration property leasehold acquisition costs are tested for impairment whenever facts and circumstances indicate impairment. For the purposes of assessing impairment, the exploration property leasehold acquisition costs subject to testing are grouped with existing cash-generating units (CGUs) of production fields that are located in the same geographical region corresponding to each license.
- Impairment - proven oil and gas properties and intangible assets
Proven oil and gas properties and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.
-
Exploration and evaluation assets
Impairment of non-financial assets
The Group assesses, at each reporting date, whether an indication of impairment exists. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Assets that are subject to amortisation or depreciation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use (discounted cash flows an asset is expected to generate based upon management's expectations of future economic and operating conditions). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash-generating units). For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15. Refer to the accounting policies in sections 2.14 Trade receivables and 2.23 Revenue from contracts with customers.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
Subsequent measurementFor purposes of subsequent measurement, financial assets are classified in three categories:
Financial assets at amortised cost (debt instruments)
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
Financial assets at fair value through profit or loss
-
Financial assets at amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met: a) the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows and b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
-
Financial assets at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments).
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the profit or loss of the statement of comprehensive income, when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its listed equity investments under this category.
- Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value.
Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term.
Derivatives are also categorised as 'held for trading' unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the end of the reporting period, otherwise they are classified as non-current. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model.
Derecognition and impairment
DerecognitionA financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group's consolidated statement of financial position) when:
The rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
ImpairmentFurther disclosures relating to impairment of financial assets are also provided in the following notes:
Disclosures for significant estimates and assumptions Note 4
Trade receivables Note 12
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Derivative financial instruments and hedging activities
As part of its risk management policy, the Group utilizes currency and commodity derivatives to mitigate the impact of volatility in commodity prices and foreign exchange rates. Derivative financial instruments are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Changes in fair values of the derivative financial instruments are recognised at each reporting date either in the statement of comprehensive income or in other comprehensive income, depending on whether the derivative is designated as a hedging instrument. If so, the nature of the item being hedged is also disclosed. The Group designates certain derivatives as either:
Hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge);
Hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge).
The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions.
Τhe documentation also includes both at hedge inception and on an ongoing basis how it will assess the effectiveness of changes in the hedging instrument's fair value in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated. The instruments used for this risk management include commodity exchange traded contracts (ICE futures), full refinery margin forwards, product price forward contracts or options.
Cash flow hedgesThe effective portion of changes in the fair value of these derivatives is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the statement of comprehensive income within. Amounts accumulated in equity are recycled in the statement of comprehensive income in the periods when the hedged item affects profit or loss (i.e. when the forecast transaction being hedged takes place) within cost of sales.
When a hedging instrument expires or is sold, or a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the statement of comprehensive income. When a forecast transaction is no longer expected to occur, the derivative is de-designated and the cumulative gain or loss that was reported in equity is immediately transferred to the statement of comprehensive income, in a line item depending on the nature of the hedge.
Virtual Power Purchase AgreementsAs of 1 January 2025, Group early adopted the IFRS 9 & IFRS 7 amendments for contracts referencing nature-dependent electricity. The Group designates in cash flow hedge accounting relationships certain renewable energy derivative contracts, according to its Risk Management objective and strategy. By applying hedge accounting, the Group aims to reduce variability in future cash flows from its exposure to fluctuations in market prices of electricity, in relation to highly probable future cash inflows arising from its future electricity sales. Within this context, Virtual Power Purchase Agreements ("VPPAs") that are accounted for as derivatives in scope of the amendment of IFRS 9, are used by the Group to achieve a synthetic fixed rate with regards to the market price of electricity when the respective future transactions take place.
More specifically, the VPPAs are net cash-settled against the energy spot prices, where the counterparty does not receive the physical electricity generated by the Group. These "contract for differences" (CFD) agreements qualify as contracts referencing nature-dependent electricity and hence they are eligible hedging instruments. For the preparation of the full year consolidated financial statements, for the measurement of the fair value of the VPPAs, the Group makes several estimates and assumptions based on historical experience, forward-looking data and Management's judgement.
The hedged item is defined as a variable nominal amount of forecast electricity transactions that is aligned with the variable amount of nature-dependent electricity expected to be delivered by the Group, as referenced in the hedging instrument. The Group anticipates that there is an economic relationship between the hedged item and the hedging instrument, meaning that the hedging instrument and the hedged item will generally move in opposite directions as a result of a change in the same hedged risk (i.e. energy price risk). The Group performs a qualitative assessment of effectiveness ("critical terms approach"), since the critical terms of the hedged item (i.e. highly probable forecast transactions by nature or by design of the cash flow hedge relationship) and the critical terms of the hedging instruments (i.e. VPPA) match.
Consistent with the risk management strategy, the Group has established a hedge ratio of 1:1 for the outstanding hedge relationships, since the underlying risks of the derivative instruments coincide with the hedged risk components. This ratio is derived by the weightings of the hedged item and the hedging instrument, which are the
