1.   General information

Orascom Investment Holding S.A.E. ("OIH" or the "Company") is an Egyptian Joint Stock Company pursuant to the provisions of the Capital Market Law No. 95 of 1992, and its executive regulations. The Company was registered at Commercial Register under No 394061. The Company's Head Office located at Nile City Towers, Armlet Boulak-Cairo-Egypt. The Company was established on November 29, 2011 (the "inception") and until this date the businesses of the Company were performed under various entities which were controlled by Orascom Telecom Holding, S.A.E. ("OTH"). As part of a larger transaction pursuant to which VimpelCom Ltd had acquired OTH dated April 14, 2011, its shareholders agreed to affect the demerger, whereby, OTH was split into two companies, OTH and the Company ("Demerger"). The Demerger resulted in the transfer of certain telecom, cable and media and technology assets (the "OIH Assets") to the Company.

The Company through its subsidiaries (the "Group") is a mobile telecommunications business operating in high growth emerging markets in the Middle East, Africa and Asia. The Company is a subsidiary of Orascom Telecom Media and Technology Investments S.à.r.l. (the "Ultimate Parent Company").

The Company's shares are listed on the Egyptian Stock Exchange under ISIN number EGS693V1C014 and has Global Depositary Receipts (GDRs) which are listed on the London Stock Exchange under ISIN number US68555D2062, and Egyptian stock exchange under number 2349649.

The information presented in this document has been presented in thousands of United States Dollar ("US$"), except earnings per share and unless otherwise stated.

1-1 COVID-19 update

The global spread of COVID-19 ("COVID-19"), a virus which was declared a global pandemic by the World Health Organization in March 2020, has led governments around the world to mandate certain restrictive measures to contain the pandemic, including social distancing, quarantine, "shelter in place" or similar orders, travel restrictions and suspension of non-essential business activities. The continued restrictive orders issued by national and foreign authorities, coupled with the worsening of the global macroeconomic scenario and the risk of deterioration of the credit profile of certain customer segments, could lead to slowdowns in business activities. The Company's management has formed a working group to develop and implement contingency plans to meet these exceptional circumstances and is currently closely monitoring and evaluating all the developments related to the spread of the emerging virus.

Management of this emergency requires, also in consideration of the public service provided, the implementation of all activities relating to the operational continuity of business processes with the aim of ensuring the operation of the services provided and the protection of employees' health.

At the date of issue of these Consolidated Financial Statements, revenues were not impacted from the pandemic as the major business is represented by internet submarine cables of TWA, anti-cyclical for nature. Less significant impacts from higher costs related to employee safety, health and transportation have been offset by cost savings from lower commercial activity, suspension of travel and other cuts in non-core operating expenses. Therefore, at December 31, 2020, no indicators of impairment of financial and non-financial assets were found in connection of COVID-19.

In any case, management reviewed its business and operations to take into consideration the potential impacts and effects of the COVID-19, including the estimated impact on the macroeconomic environment, the market outlook and Company's operations. Management continues to monitor the evolution of COVID-19 and the impacts on the business as information becomes available, as well as the related effects on the results of operations, financial position and cash flows.

 

 

1.2 Demerger of the Company

On October 19, 2020, the Extraordinary General Assembly meeting of the Company approved the demerger of the Company according to the horizontal demerger method with the book value of the share and taking the financial position for the year ended on  December 31, 2020 as the basis for the date of the demerger, accordingly, OIH became a demerging company and its issued capital was reduced by reducing the nominal value of its shares, while the demerger resulted in the establishment of a new company in the name of Orascom Financial Holding S.A.E. (the demerged company) . Accordingly, OIH will maintain all its assets and obligations, except for the investment in Beltone Financial Holding (a subsidiary company before the demerger) and the investment in Contact Financial Holding (formerly Sarwa Capital Holding for Financial Investments) (an associate company before the demerger) which were  transferred to Orascom Financial Holding.

OIH maintained its license as a company whose purpose is "to participate in the establishment of all joint stock companies or to recommend shares that issue securities or to increase their capital", while the demerger resulted in the establishment of a new company in the name of Orascom Financial Holding S.A.E. (the demerged company) in the form of an Egyptian joint stock company subject to the provisions of the Capital Market Law No. 95 of 1992 and its executive regulations.

2.   Significant accounting policies

2.1 Basis of accounting

These consolidated financial statements have been prepared in accordance with IFRS as issued by IASB. They were authorized for issue by the Company's board of directors on Oct  29, 2024.

The Consolidated Financial Statements have been prepared on a going concern basis, as Management have verified the absence of financial, management or other indicators that could indicate critical issues regarding the Group's ability to meet its obligations in the foreseeable future, and in particular during12 months following the date of authorization. The description of the methods through which the Group manages financial risks is contained in the following note 4 relating to "Financial risk management".

For presentational purposes, the current/non-current distinction has been used for the statement of financial position. The statement of comprehensive income is presented using the one-statement approach. Expenses are analyzed in the statement of profit or loss using a classification based on their nature. The indirect method has been selected to present the cash flows statement.

 

2.2 Application of new and revised International Financial Reporting Standards ("IFRSs")

2.2.1 New currently effective requirements

Effective date	New standards or amendments
January 1, 2021	Amendments to IFRS 4 - Insurance Contracts
January 1, 2021	Amendments to IFRS 9 - Financial Instruments, IAS 39 - Financial Instruments: Recognition and Measurement, IFRS 7 - Financial Instruments: Disclosures, IFRS 4 - Insurance Contracts and IFRS 16 - Leases

 

1. Covid-19 - Related Rent Concessions (amendment to IFRS 16)

On 28 May 2020, the IASB issued Covid-19 - Related Rent Concessions - amendment to IFRS 16 Leases. The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a practical expedient, a lessee may elect not to assess whether a Covid-19 related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the Covid-19 related rent concession the same way it would account for the change under IFRS 16 if the change were not a lease modification. The amendment was intended to apply until 30 June 2021, but as the impact of the Covid-19 pandemic is continuing, on 31 March 2021, the IASB extended the period of application of the practical expedient to 30 June 2022.

 2. Interest Rate Benchmark Reform - amendments to IFRS 9, IAS 39 and IFRS 7

The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients:

- - A practical expedient to require contractual changes, or changes to cash flows that are directly required by the

reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest

- Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without

the hedging relationship being discontinued

- -Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component.

3. Extension of the temporary exemption from the application of IFRS 9 (Amendments to IFRS 4)

With Regulation (EU) No. 2020/2097 of 15 December 2020, published in the Official Gazette of the European Union on16 December 2020, the IASB document "Extension of Temporary Exemption from the Application of IFRS 9(Amendments to IFRS 4 Insurance Contracts)" was adopted ("endorsed").

Entities with a predominantly insurance business have the option to continue to apply the provisions of IAS 39 Financial Instruments: recognition and measurement for the classification and measurement of financial instruments until the entry into force of IFRS 17 Insurance Contracts, which will replace the current IFRS 41.

The temporary exemption from the application of IFRS 9 Financial Instruments is provided for in order to avoid the volatility of the profit/(loss) for the financial year caused by the asymmetry between the measurement criteria provided for by IFRS 9 for financial assets and the valuation criteria of IFRS 4 for liabilities linked to insurance business.

As the IASB Board in June 2020 decided to postpone the effective date of IFRS 17 from 1 January 2021 to 1 January 2023, the deadline for the temporary exemption to apply IFRS 9 was also accordingly extended by two years.

regulation states that the amendments to IFRS 4 must be applied as from 1 January 2021 for financial years beginning on or after 1 January 2021.

2.2.2 Forthcoming requirements

Effective date	New standards or amendments
January 1, 2022	Amendments to IFRS 3 - Business combinations
January 1, 2022	Amendments to IAS 16 - Property, Plant and Equipment
January 1, 2022	Amendments to IAS 37 - Provisions, Contingent Liabilities and Contingent Assets
January 1, 2022	Annual Improvements to IFRSs 2018 - 2020 Cycle
January 1, 2023	IFRS 17 - Insurance Contracts
January 1, 2023	Amendments to IAS 1 - Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current
January 1, 2023	Amendments to IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
January 1, 2023	Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates

The above amendments / standards are not likely to influence Group's consolidated financial

 

2.3 Summary of main accounting principles and policies

The main accounting principles and policies adopted in preparing these consolidated financial statements are set out below. These policies have been applied consistently by the Group entities.

Basis of consolidation

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. The consolidated financial statements include the financial statements of the Company and the financial statements of those entities over which the Company has control, both directly or indirectly, from the date on which control is transferred to the Group until the date such control ceases.

The financial statements used in the consolidation process are those prepared by the individual Group entities in accordance with IFRS as adopted by IASB  .

The consolidation procedures used are as follows:

The assets and liabilities and income and expenses of subsidiaries are included on a line-by-line basis, allocating to non-controlling interests, where applicable, the share of equity and profit or loss for the year that is attributable to them. The resulting balances are presented separately in equity and the consolidated income statement; the acquisition method of accounting is used to account for business combinations. The consideration transferred for the acquisition of a subsidiary is 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. The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of acquiree's identifiable net assets.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in consolidated profit or loss.

Goodwill represents the excess of the cost of an acquisition over the interest acquired in the net fair value at the acquisition date of the assets and liabilities of the entity or business acquired. Goodwill relating to investments accounted for using the equity method is included in the carrying amount of the investment. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair values of non-controlling interest over the net identifiable assets acquired and the liabilities assumed. If the consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in the consolidated profit or loss.

Acquisition costs on business combinations are expensed as incurred, except if they relate to issue debt or equity securities.

The purchase of equity holdings from non-controlling holders are accounted for as equity transactions that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration received and the relevant share of the carrying value of net assets of the subsidiary is recorded in equity.

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Interests in equity-accounted investees

The Group's interests in equity-accounted investees comprise interests in associates and a joint venture .

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities .

Interests in associates and the joint venture are accounted for using the equity method. They are initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and OCI of equity accounted investees, until the date on which significant influence or joint control ceases .

 

The equity method is as follows:

· The Group's share of the profit or loss of an investee is recognized in the consolidated profit or loss from the date when significant influence begins up to the date when that significant influence ceases or when the investment is classified as held for sale. Investments in associates with negative shareholders' equity are recorded till the Group's interest is reduced to zero and a provision for its losses is accrued only if the Group has a legal or constructive obligation to cover such losses.

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 associate and it's carrying value;

If the ownership interest in an associate is reduced, but significant influence is retained, only a proportionate share of the amounts previously recognized in the consolidated other comprehensive income is reclassified to consolidated profit or loss.

Unrealized gains and losses generated from transactions between the Company, or its subsidiaries and its investees accounted for using the equity method are eliminated on consolidation for the portion pertaining to the Group; unrealized losses are eliminated unless they represent impairment.

Management fees received from associates are included within revenue.

Appendix A includes a list of the entities included in the scope of consolidation.

Non-controlling interests

Non-controlling interests of consolidated subsidiaries are presented separately from the Group's equity" therein"

Non-controlling interests that represent current equity interests and entitle their holders to a proportionate share of the net assets of the entity in liquidation, they may be measured at initial recognition either at fair value or in the Proportionate share of the non-controlling interests in the recognized values of the net assets acquired - The Measurement basis for each acquisition transaction is selected separately.

The non-controlling interest in an acquire is initially measured at the non-controlling interest proportionate share in the fair value of the assets, liabilities and contingent consideration recognized on acquisition date.

· 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 functional currency of the Company is Egyptian pound. The Consolidated Financial Statements are presented in 'US Dollars' (US$), which is the Group's presentation currency.

Transactions and balances

Transactions in foreign currencies are translated into the functional currency of the relevant entity at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated, at the reporting date, into the prevailing exchange rates at that date. Foreign currency exchange differences arising on the settlement of transactions and the translation of the statement of financial position are recognized in the income statement. Gains and losses on long-term financing provided to Group subsidiaries by the parent company, for which settlement is neither planned nor likely to occur, are initially recognized in. other comprehensive income and reclassified to the income statement on disposal of the relevant entity, transaction in foreign currency for non-monetary assets and liabilities carried at historical cost are initially recorded using closing rate at the date of the transaction while items carried at fair value should be reported at the rate that existed when fair values were determined.

If a gain or loss on a non-monetary item is recognized in other comprehensive income, any foreign exchange component of that gain or loss is also recognized in other comprehensive income.

Group companies

The financial statements of the Group entities are translated into the presentation currency as follows:

Assets and liabilities are translated at the closing exchange rate.

Income and expenses are translated at the average exchange rate for the year;

All resulting exchange differences are recognized as a separate component of equity in the "translation reserve" until the group loses control of the relevant subsidiary. When the group disposes of a foreign operation the translation reserve, previously recognized in equity, is transferred to the income statement.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing exchange rate; and

In the preparation of the consolidated cash flow statement, the cash flows of foreign subsidiaries are translated at the average exchange rate for the year, except for the opening and closing cash balances.

 

The exchange rates applied in relation to the US$ are as follows:

	Average for the year ended December 31, 2021	Closing rate as of December 31, 2021	Average for the year ended December 31, 2020	Closing rate as of December 31, 2020
Egyptian Pound (EGP)	0.0639	0.0639	0.0634	0.0637
Pakistan Rupee (PKR)	0.0062	0.0057	0.0062	0.0063
Euro (EUR)	1.1832	1.1368	1.1413	1.2213
DRRK Won (KPW)	0.0078	0.0090	0.0093	0.0097
LBPLebanese Pounds (LBP)	0.0007	0.0007	0.0007	0.0007

Property and equipment

Property and equipment are stated at purchase cost or production cost, net of accumulated depreciation and any impairment losses. Cost includes expenditure directly attributable to bringing the asset to the location and condition necessary for use and any dismantling and removal costs which may be incurred because of contractual obligations, which require the asset to be returned to its original state and condition.

Subsequent costs are included in the asset's carrying amount or recognized 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 derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Each asset is treated separately if it has an autonomously determinable useful life and value. Depreciation is charged at rates calculated to write off the costs over their estimated useful lives on a straight-line basis from the date the asset is available and ready for use.

The useful lives of property and equipment and their residual values are reviewed and updated, where necessary, at least at each year-end. Land is not depreciated. When a depreciable asset is composed of identifiable separate components whose useful lives vary significantly from those of other components of the asset, depreciation is calculated for each component separately, applying the "component approach ."

The useful lives estimated by the Group for the various categories of property and equipment are as follows :

		Number of years
Land and Buildings
	Buildings	50
	Leasehold improvements and renovations	3-8
Cable's system and equipment
	Machinery	5-10
Commercial and other tangible assets
	Computer equipment	3-5
	Vehicles	3-6
	Furniture and fixtures	5-10
Cellular   equipment		8-15

Gains or (losses) arising from the sale or retirement of assets are determined as the difference between the net disposal proceeds and the net carrying amount of the asset sold or retired and are recognized in the income statement in the period incurred under "Gains / (losses) from disposal of non-current assets".

Leases

With the adoption of IFRS 16, the Group recognizes a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use. Each lease payment is allocated between the principal liability and finance costs. Finance costs are charged to the income statement over the lease period using the effective interest rate method.

As A lease , right-of-use assets are  initially measured at cost comprising the following: (i) the amount of the initial measurement of lease liability; (ii) any lease payments made at or before the commencement date less any lease incentives received; (iii) any initial direct costs and, if applicable, (iv) restoration costs. Payments associated with short-term leases and leases of low-value assets are recognized as an expense in the income statement on a straight-line basis.

Lease liabilities are initially measured at the net present value of the following: (i) fixed lease payments, (ii) variable lease payment that are based on an index or a rate and, if applicable, (iii) amounts expected to be payable by the lessee under residual value guarantees, and (iv) the exercise price of a purchase option if the lessee is reasonably certain to exercise that option. Lease liabilities do not include any non-lease components that may be included in the related contracts.

Lease payments are subsequently measured at amortized cost and discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group's incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

The right-of-use asset is subsequently depreciated on a straight-line basis over the entire term of the contract, unless the contract provides for the transfer of ownership at the end of the lease term or the cost of the lease reflects the fact that the lessee will exercise the purchase option. In this case, the depreciation must be the shorter of the useful life of the asset and the duration of the contract. The estimated useful lives for right-of-use assets are calculated according to the same criterion applied to owned tangible assets. In addition, the right-of-use asset is decreased by any impairment losses and adjusted to reflect any remeasurement of the associated lease liability.

In the statement of financial position, the Group presents right-of-use assets within tangible assets and lease liabilities within current and non-current borrowings.

In the income statement, interest expense on lease liabilities constitutes a component of financial expenses and is shown separately from the depreciation of right-of-use assets.

As a lessor

At incorporation or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand- alone prices.

When the Group acts as a lessor, it determines at lease incorporation whether each lease is a finance lease or an operating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of use asset arising from the head lease, not with reference to the underlying asset.

If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract.

The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease.

The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of "other revenue".

 

Impairment of non-financial assets

Assets that have an indefinite useful life - for example, goodwill- are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization 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. In determining an asset's value in use, the estimated future cash flows are discounted using a pre-tax rate that reflects the market's current assessment of the cost of money for the investment period and the specific risk profile of the asset. 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 (cash-generating units, "CGU"). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs, or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognized immediately as an expense and is not subsequently reversed.

Investment property

Investment properties are property (land or a building or part of a building or both) held by the Group to earn rental income or for capital appreciation or both, rather than for sale in the ordinary course of business or for use in supply of goods or services or for administrative purposes. Investment properties are initially measured at cost. The cost of a purchased investment property comprises its purchase price and any directly attributable expenditure.

Directly attributable expenditure includes, for example, professional fees for legal services, property transfer taxes and other transaction costs. Subsequent to initial recognition, the Group has elected to measure investment properties at cost less accumulated depreciation and accumulated impairment losses, if any. Investment property is derecognized upon disposal, when it is permanently withdrawn from use and no future economic benefits expected from its disposal. Gains or losses arising from the retirement or disposal of investment property are determined as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated profit or loss in the period of the retirement or disposal. Reclassifications to / from investment property are made when, and only when, there is a change of use.

Revenue from operating lease rentals is recognized on a straight-line basis over the relevant term of the lease. The rental income generated by investment properties is recognized within revenue in the consolidated income statement.

Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each component of the investment properties. The estimated useful lives of leased units are estimated at 50 years.

Financial assets

On initial recognition, a financial asset is classified as measured at: -

- amortized cost.

- fair value through other comprehensive income (FVOCI) ; or

- fair value through profit or loss (FVTPL) .

The classification of financial assets is based on the business model in which a financial asset is managed and its contractual cash flow characteristics

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

Amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: (i) it is held within a business model whose objective is to hold assets to collect contractual cash flows; and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Trade receivables, current assets and current financial assets and other receivables are originated in the ordinary course of business and held within a business model with the objective to hold the receivables in order to collect contractual cash flows that meet the 'solely payments of principal and interest' criterion under IFRS 9. Consequently, they are initially recognized at fair value adjusted by directly attributable transaction costs and subsequently recognized at amortized cost on the basis of the effective interest rate method (namely the interest rate that, at the time of initial recognition, renders the present value of future cash flows).

Receivables due from customers and other financial receivables are included in current assets. Should be the expiry date over twelve months from the reporting date, they are classified as non-current assets. Receivables with maturities greater than twelve months and no significant financing component are discounted to present value.

- Fair value through profit or loss (FVTPL) .

Impairment of financial assets

The Group recognizes loss allowances for expected credit losses ("ECL") on:

Trade receivables related to fees and commission under the scope of IFRS 15 ("Revenues from Contracts with Customers");

Financial assets measured at amortized cost or at FVOCI.

The Group applies a simplified approach to measure the of these assets. For further information, please, refer to the section 3. Use of estimates and critical judgments- Impairment of financial assets.

Impairment losses on financial assets are recognized in the consolidated statement of profit and loss under "Impairment loss of other financial assets".

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

For trade receivables related to fees and commission, the Group measures loss allowances at an amount equal to 12-month ECLs.

For financial assets measured at amortized cost or at FVOCI, the Group measures loss allowances at an amount equal to 12-month ECLs. However, a lifetime ECLs is elected if the credit risk on the financial instruments has increased significantly since initial recognition.

Significant increase in credit risk and default

When determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.

The Group considers a financial asset to be in default when:

there is a breach of financial covenants by the counterparty; or

the information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collateral held by the Group); or

the financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e., the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets are credit impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

significant financial difficulty of the borrower or issuer.

a breach of contract such as a default or being more than 90 days past due.

the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise.

it is probable that the borrower will enter bankruptcy or another financial reorganization; or

the disappearance of an active market for security because of financial difficulties.

Presentation of allowance for ECL in the statement of financial position

ECL for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

For financial instruments at FVOCI, the ECL is charged to consolidated profit or loss and is recognized in OCI.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due. Subsequent recoveries of an asset that was previously written off are recognized as a reversal of impairment in the consolidated statement of profit and loss when the recovery occurs.

 

 

 

 

 

Financial liabilities

Financial liabilities consisting of borrowings, trade payables and other obligations are recognized when the Group becomes a party to the related contractual clauses and are initially recognized at fair value, adjusted by any directly attributable transaction costs.

Financial liabilities and trade payables, with the exception of derivative financial instruments, are subsequently measured at amortized cost using the effective interest rate method.

Derivative financial instruments and embedded derivatives

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Fair value gains and losses on all of the Groups derivative financial instruments are recognized in the income statement within finance income and expense.

Derivatives embedded in non-derivative host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss.

 

Derecognition of financial assets and liabilities

Financial assets are derecognized when one of the following conditions is met:

the contractual right to receive the cash flows from the asset has expired.

the Group has substantially transferred all of the risks and rewards related to the asset, transferring its rights to receive the cash flows from the asset or assuming a contractual obligation to pass the cash flows received to one or more beneficiaries by virtue of an agreement that meets the requirements set out in IFRS 9 (pass through test);

the Group has not transferred nor substantially maintained all the risks and rewards related to the financial asset but has transferred control.

The financial liabilities are derecognized when they are extinguished, namely when the contractual obligation has been met, cancelled, or prescribed. An exchange of debt instruments with substantially different contractual terms, must be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the contractual terms of an existing financial liability must be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

 

Offsetting financial assets and liabilities

The Group offsets financial assets and liabilities if and only if:

there is a legally exercisable right to offset the amounts recognized in the financial statements.

there is an intention either to offset or to dispose of the asset and settle the liability at the same time.

 

 

Finance income

Interest income is recognized using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash-flow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans is recognized using the original effective interest rate.

Inventories

Inventories are stated at the lower of purchase cost or production cost and net realizable value. Cost is based on the weighted average method. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. When necessary, obsolescence allowances are made for slow-moving and obsolete inventories.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. In the consolidated statement of financial position, bank overdrafts are shown within borrowings in current liabilities.

The group recognize loss allowances for ECL on the cash closing balance. The group measures loss allowances at an amount equal to 12-month ECLs.

 

Current and deferred income tax

The tax expense for the year comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized directly in equity. In this case, the tax is also recognized in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Group's subsidiaries and associates operate and generate 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 on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, deferred income tax is not accounted for if it arises from initial recognition of goodwill or the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted at the reporting date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates, and joint ventures, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the near future.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously.

Business Combination

The acquisition method of accounting is used to account for all business combination, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:

·      Fair values of the assets transferred.

·      Liabilities incurred to the former owners of the acquired business.

·      Equity interests issued by the group.

·      Fair value of any asset or liability resulting from a contingent consideration arrangement and.

·      Fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

The excess of the:

·      Consideration transferred.

·      Amount of any non-controlling interest in the acquired entity, and

·      Acquisition date fair value of any previous equity interest in the acquired entity

Over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognized directly on profit or loss as a bargain purchase.

Where the settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration 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 the consolidated profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in the consolidated profit or loss.

In case that initial treatment of business combination is not complete at the end of financial period consolidated, the group recognizes temporary amounts for accounts and during the measurement period not to exceed one year from the date of acquisition. The adjustment is performed retrospectively for completion of new information (Intangible assets, deferred taxes/provisions, and others).

 

Provisions

Provisions are only recognized when the Group has a present legal or constructive obligation arising from past events that will probably result in a future outflow of resources, and the amount has been reliably estimated. Provisions are not recognized for future operating losses. The amount provided represents the best estimate of the present value of the outlay required to meet the obligation. The interest rate used in determining the present value of the liability reflects current market rates and takes into account the specific risk of each liability.

Revenue from contracts with customers

Revenue is recognized when the control over a product or service is transferred to a customer. Revenue is measured at the transaction price, which is based on the amount of consideration that the Group expects to receive in exchange for transferring the promised goods or services to the customer and excludes any sales incentives as well as taxes collected from customers that are remitted to government authorities. The transaction price will include estimates of variable consideration to the extent it is highly probable that a significant reversal of revenue recognized will not occur.

Where a contract includes multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Management has exercised judgment in determining performance obligations, variable consideration, allocation of transaction price and the timing of revenue recognition.

The Group does not recognize any assets associated with the incremental costs of obtaining a contract with a customer that are expected to be not recovered. The majority of revenue is recognized over a period of time and the Group applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would otherwise be recognized is one year or less.

Specifically, the Group mainly recognizes revenue from financial services and cables. The criteria followed by the Group in recognizing ordinary revenue are as follows:

Revenue from cable segment

Revenue from cable segment is predominantly generated by Trans World Associates (Private) Limited ("TWA") and it includes:

Revenue from bandwidth capacity sales, recognized over the period of the contract on the basis of usage of bandwidth by the customers.

Revenues from services contracts (Value-Added Data Class and Fixed Local Loop services, maintaining and lease of telecom infrastructure facilities, and IP TV services), recognized over the period of the contract.

Revenue is measured based on the consideration specified in a contract with customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it provides the service to the customer and related performance obligation is fulfilled. The typical payments term is 90 days.

The revenues from cable segment are generated as follows:

TWA provides bandwidth services, such as international private lease circuit and IP transit. The typical length of a contract with customers is 12 months.

 With exception to indefeasible right of use (IRU) contract which has a length of 180 months.

It also generates revenues from providing Data Class Value Added and Fixed Local Loop services. The typical length of a contract with a customer has been estimated to be 12 months.

Furthermore, TWA generates revenues from providing and maintaining lease, rent and sales of telecom infrastructure facilities. TWA is providing these services under license provided by Pakistan Telecommunication Regulatory Authority to its subsidiary Trans World Infrastructure Services Private Limited (TIS).

·      Lastly, TWA generates revenue from providing Cable and IP TV services. The typical length of a contract with customers has been estimated to be 12 months.

It should be noted that the revenue from Cable segment has been presented in the discontinued operations in the current year and represented in the discontinued operations in the previous year following the sale  of the Company. Refer to notes (1.12 and 33).

Revenue from entertainment segment

- The company recognizes revenue based on the following five steps:

1. Determination of the contract with the client.

2. Determination of the contractual obligation to transport goods and/or services (known as performance obligations);

3. Determination of the price of the transaction.

4. Allocation of the transaction price to performance obligations determined on the basis of the independent selling price for each good or service.

5. Recognition of income upon fulfilment of the relevant performance obligation

The following is a statement of the company's revenues and how to define each revenue:

Revenue from entertainment segment is predominantly generated by Orascom pyramids entertainment ("OPE ") and Orascom sound and light "OSL" which includes:

Orascom pyramids entertainment ("OPE ")

Rental income: Rental income is recognized according to the accrual basis and in the straight-line manner according to the essence of the lease agreement

Sponsorship Revenue: Care income is recognized by the distribution of sponsorship consideration on a straight-line basis over the duration of the sponsorship contract.

Events revenue: Events revenue is recognized when performing event for customers and no revenue is recognized in case of uncertainty of refund for this revenue or associated costs.

 

- Orascom sound and light "OSL

Revenues of sound and light shows: - It is represented in the revenues resulting from sound light shows presented within the archaeological pyramids area.

 

-       EBITDA Definition (Alternative performance measure)

o  Adjusted earnings before interest, tax, depreciation, and amortisation (adjusted EBITDA)

A management has presented the performance measure adjusted EBITDA because it monitors this performance measure at a consolidated level, and it believes that this measure is relevant to an understanding of the Group's financial performance. Adjusted EBITDA is calculated by adjusting profit from continuing operations to exclude the impact of taxation, net finance costs, depreciation, amortisation, impairment losses/reversals related to goodwill, intangible assets,

property, plant, and equipment and the remeasurement of disposal groups, and share of profit of equity‑accounted investees.

Adjusted EBITDA is not a defined performance measure in IFRS Accounting Standards. The Group's definition of adjusted EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities

o  The following information is regularly provided to the chief operating decision maker and is measured consistently with that of the consolidated financial statements.

Earnings per share

Basic: Basic earnings per share are calculated by dividing the profit for the year attributable to equity holders of the Company, both from continuing and discontinued operations, by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares.

Diluted: Diluted earnings per share are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares of the Company outstanding during the year where, compared to basic earnings per share, the weighted average number of shares outstanding is modified to include the conversion of all dilutive potential shares, while the profit for the year is modified to include the effects of such conversion net of taxation. Diluted earnings per share are not calculated when there are losses as any dilutive effect would improve earnings per share.

Segment reporting

Operating segments are reported in a manner which is consistent with the internal reporting information provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors of the Company.

Non-current assets and liabilities held for sale

Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are re-measured in accordance with the Group's accounting policies. Thereafter the assets and liabilities held for sale (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets and deferred tax assets, which continue to be measured in accordance with the Group's accounting policies. Impairment losses on initial classification as held for sale and subsequent losses on re-measurement are recognized in the income statement. Subsequent increase in fair value less costs to sell may be recognized in the income statement only to the extent of the cumulative impairment loss that has been recognized previously.

Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs at the earliest of disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period.

 

 

3.   Use of estimates and critical judgements

The preparation of the Consolidated Financial Statements requires that the directors apply accounting policies and methodologies that, in some circumstances, are based upon complex and subjective judgments and estimates that are based on historical experience and assumptions that are considered reasonable and realistic at the time, considering the relevant circumstances for example the assessment of control over subsidiaries and associates as well as the impairment of goodwill amount.  The application of such estimates and assumptions affects the amounts recorded in the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income and cash flows, as well as in the notes.  Actual results might differ from such estimates due to the uncertainty surrounding the assumptions and conditions upon which estimates are based. The accounting estimates that require the more subjective judgment of management in making assumptions or estimates regarding the effects of matters that are inherently uncertain and for which changes in conditions may significantly affect the results reported in these Consolidated Financial Statements are summarised below.

Valuation of financial instruments

For some financial instruments that are not traded in an active market and included in the financial statements such as financial derivatives, Management estimates fair value using valuation techniques based on inputs and assumptions, some of which are linked to quoted market prices and others on management's estimations. Management applied reasonable option valuation models during the period in estimating the fair value of these financial instruments.

Impairment of non-current assets

Non-current assets are reviewed to determine whether there are any indications that the net carrying amount of these assets may not be recoverable and that they have suffered an impairment loss that needs to be recognized. In order to determine whether any such elements exist, it is necessary to make subjective measurements, based on information obtained within the Group, in the market and on past experience. When indicators are identified that an asset may have become impaired, the Group estimates the impairment loss using suitable valuation techniques. The identification of elements indicating that a potential impairment exists and estimates of the amount of the impairment, depend on factors that may vary in time, affecting management's assessments and estimates.

Impairment of financial assets

The Group applies a simplified approach to measure expected credit losses of trade receivables related to fees and commission and financial assets measured at amortized cost and FVOCI. In a simplified approach expected credit losses are measured on the basis of a lifetime or 12-month expected loss allowance. The expected credit losses are based on historical information on actual credit losses on receivables. The model takes into account other information on the future economic conditions available at the time of the measurement.

Assets held for sale

Non‑current assets, or disposal groups comprising assets and liabilities, are classified as held‑for‑ sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property or biological assets, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held‑for‑sale or held‑for‑distribution and subsequent gains and losses on remeasurement are recognized in profit or loss.

Discontinued operation

A discontinued operation is a component of the Group's business, the operations, and cash flows of which can be clearly distinguished from the rest of the Group and which:

•Represents a separate major line of business or geographic area of operations.

•Is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or

•Is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held‑for‑sale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re‑presented as if the operation had been discontinued from the start of the comparative year.

Intangibles

Intangible assets constitute a significant part of the Group's total assets and the scheduled amortisation charges from a significant part of the annual operation expenses. The useful economic lives arrived at, on the basis of management's estimates and assumptions, have a major impact on the valuation of intangible assets.

At the end of each reporting period, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the recoverable amount of the intangible asset is estimated, in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, intangible assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Depreciation of non-current assets

The cost of property and equipment is depreciated on a straight-line basis throughout the useful economic life of the relevant asset. The useful economic life is determined by management at the time the asset is acquired and is based upon historical experience for similar assets, market conditions, and forecasts regarding future events that could have an impact on useful life, including changes in technology. Therefore, the actual useful economic life may differ from the estimated useful life. The Group periodically evaluates sector and technology changes in order to update the remaining useful life. Such periodic updates could result in a change during the depreciation period, and therefore also in the depreciation in future periods.

Taxes

Income taxes (both current income tax and deferred taxes) are determined in each country where the

Group operates in accordance with a prudent interpretation of the applicable tax regulations.

This process results in complex estimates in determining taxable and deductible income and taxable temporary differences between accounting and tax values. In particular, deferred tax assets are recognized when it is probable that there will be future taxable income against which the temporary differences can be utilised. The assessment of the recoverability of deferred tax assets, in relation to tax losses that can be used in future periods and deductible temporary differences, considers the estimated future taxable income on the basis of a prudent tax planning.

Provisions and contingent liabilities

Management assesses events and circumstances indicating that the Group may have an obligation resulting in the ordinary course of business, Management applies its judgment in determining whether the recognition criteria have been met through assessing the probability of the obligation, making assumptions about timing and amounts of future cash outflows expected to settle the obligation.

4.  Financial risk management

Financial risk factors

The Group is exposed to a variety of financial risks: market risk (including foreign exchange risk and cash flow and fair value interest rate risk), credit risk and liquidity risk. In particular, the Group is exposed to risks from movements in exchange rates, interest rates and market prices. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's performance through ongoing operational and finance activities. The management has overall responsibility for the establishment and oversight of the Group's risk management framework.

Market Risk

i)     Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising when its business transactions are in currencies other than its functional currency. The main currencies to which the Group is exposed are the US dollar ("US$"), the Pakistani Rupee ("PKR"), the Euro ("EUR"), DPRK Won ("KPW") , Brazilian Real ("BRL") , Lebanese Pound( LBP) and the Egyptian Pound ("EGP").

The Group is exposed to foreign currency risk arising in two separate ways:

a)    Foreign exchange operations risk

The Group entities predominantly execute their operating activities in their respective functional currencies. Some Group subsidiaries are, however, exposed to foreign currency risks in connection with scheduled payments in currencies that are not their functional currencies. In general, this relates to foreign currency denominated supplier payables due to capital expenditures and receivables. The Group monitors the exposure to foreign currency risk on a group basis. Management has set up a policy to require Group companies to manage their foreign exchange risk against their functional currency. In addition, the Group manages foreign currency risk by matching its principal cash outflows to the currency in which the principal cash inflows are denominated. This is generally achieved by obtaining loan financing in the relevant currency.

 

At year end, major net assets / (net liabilities) foreign currencies positions presented in 'US Dollars' (US$), were as follows:

(In thousands of US$)	December 31, 2021	December 31, 2021	December 31, 2021	December 31, 2021
	Assets in currency	(Liabilities) in currency	Net assets/(liabilities) in currency	Net assets/(liabilities) in US$
US$	70,175	(14,656)	55,519	55,519
LBP	11,726,012	(16,454,406)	(4,728,394)	(3,138)
Euro	5,643	-	5,643	6,415
GBP	1	-	1	2
BRL	29,077	(4,000)	25,078	4,502

 

(In thousands of US$)	December31,2020	December31,2020	December31,2020	December31,2020
	Assets in currency	(Liabilities) in currency	Net assets/(liabilities) in currency	Net assets/(liabilities) in US$
US$	15,626	(30,696)	(15,070)	(15,070)
LBP	41,897,246	(29,919,438)	11,977,807	7,948
Euro	3,126	-	3,126	3,818
PKR	615,374	(4,900,863)	(4,285,489)	(26,826)
GBP	1	-	1	2
BRL	12,957	(2,509)	10,448	2,012

 

As of December 31, 2021,if the functional currencies had increased/(decreased) by 10% against the US$, Euro, BRL, PKR, GBP, LBP and DPRK Won, with all other variables held constant, the translation of foreign currency would have resulted in an increase/(decrease) of US$ (7,900)thousand and Euro of (1,285) and LBP 464 as well as BRL 2,280 of net profit (2020: US$ 714 thousand and Euro of 1,181and LBP 3,575 as well as PKR of 279 of net profit).

 

b)    Foreign exchange translation risk

Due to its international presence, the Group's Consolidated Financial Statements are exposed to foreign exchange fluctuations, as these affect the translation of subsidiaries' assets and liabilities denominated in foreign currencies to the US$ (the Group's presentational currency). The currencies concerned are mainly the Egyptian pound, the Pakistani Rupee, DPRK Won and the Euro. This represents a translational risk rather than a financial risk given that these movements are posted directly to equity in the cumulative translation reserve.

 

ii)    Price risk

The Group has no exposure to equity instruments of other entities that are publicly traded.

iii)   Cash flow and fair value interest rate risk

The Groups interest rate risk arises from borrowings. Borrowings received at variable interest rates expose the Group to cash flow interest rate risk. The Group has not entered into any derivative financial instruments to hedge its exposure to cash flow interest rate risk.

All borrowings outstanding as of December 31, 2021 (US$ 10,190 thousand) and December 31, 2020
(US$ 39,522 thousand) are at a fixed interest rate, at a variable interest rate and interest rate free.

The Group analyses its interest rate exposure on a dynamic basis. The Group calculates the impact on the consolidated profit or loss of a defined interest rate shift. The same interest rate shift is used for all currencies.

The impact of a 1% interest rate shift would be a maximum increase/decrease in 2021 finance costs of US$ 102 thousand (2020: US$ 370 thousand).

Fair value estimation financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

The fair value of a financial instrument traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active, if quoted prices are readily and regularly available from an exchange, dealer, broker, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. These instruments are included in level 1.

The fair value of instruments that are not traded in an active market (for example privately negotiated derivatives between two parties) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, instrument is included in Level 2.

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3 which include several valuation techniques as discontinued future cashflow.

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy: -

(In thousands of US$)	As of December 31, 2021,	As of December 31, 2020		2021			2020
	At amortized Cost	At amortized Cost		Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Statement of financial position
Cash and cash equivalents	69,222	21,865		-	-	69,222	-	-	21,865
Trade receivables	8,041	20,422		-	-	8,041	-	-	20,422
Investment property	-	-		-	-	13,165	-	-	45,821
Other financial assets	3,391	5,690		-	-	3,391	-	-	5,690
Other assets	1,821	9,175		-	-	1,821	-	-	9,175
Liabilities to Loan	-	-		-	-	10,190	-	-	39,522
Tarde payable and other labilities	-	-		-	-	23,858	-	-	60,940

 

Credit Risk

i)  Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers, investments in debt securities and cash balances. The carrying amounts of financial assets and contract assets represent the maximum credit exposure. Impairment losses on financial assets and contract assets recognized in consolidated profit or loss were as follow: -

 

(In thousands of US$)	December 31, 2021	December 31, 2020
Impairment loss on Trade receivables (note 19) *	(305)	286
Impairment loss on financial assets (note 17)**	5,498	3,543
reversal of provision	(378)	-
Impairment loss in Other non-current assets (note 20)	196	-
Impairment loss in Cash and cash equivalent (note 21)	1,830	-
Total	(6,841)	3,829

 

* This amount related to impairment loss for trade receivables in Orascom telecom Lebanon for a total amount of US$ (305) thousand (2020: US$ nil).

** Impairment as of 31 December 2021 related mainly to Riza Capital remaining due balance with an amount of US$ 5,498 thousand (2020:US$ 3,636 in discontinued operation)

 

 

Cash and cash equivalents

 

The Group Companies have placed funds with the following financial institutions based on their credit rating: -

 

	Rating
Name of Bank	2021	2020
Habib Bank Limited	AAA	AAA
United Bank Limited	AAA	AAA
Dubai Islamic Bank (Pakistan) Limited	AA	AA
MCB Islamic Bank Limited	A	A
MCB Bank Limited	AAA	AAA
Meczan Bank Limited	AA+	AA+
Telenor Microfinance Bank Limited	A+	A+
Arab Bank Zurich	BB+	AA
CA Indosuez LU	A+	A
Credit Agricole Egypt	AA+	AA+
QNB Bank	A+	A+
Audi Bank	CCC	CCC
Blom Bank	CCC	CCC

 

The Group held cash and cash equivalents of US$ 69,222million (2020: US$ 21,865 million) with banks which are rated AAA and AA+ based on Standard & Poor and are considered to have low credit risk. The cash balances are measured on 12-month expected credit losses and subject to immaterial credit loss.

Trade receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate. Details of concentration of revenue are included in Notes 6.

The risk management committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. The Group's review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are established for each customer and reviewed quarterly. Any sales exceeding those limits require approval from the risk management committee.

In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are a wholesale, retail or end-user customer, their geographic location, industry, trading history with the Group and existence of previous financial difficulties.

The Group is closely watching the economic situations in Pakistan and Brazil. To minimize risks associated with customers in these volatile countries, we are taking proactive measures. Additionally, we are in discussions with the Lebanese government to expedite the payment of outstanding dues.

The Group does not require collateral in respect of trade and other receivables.

The Group does not have trade receivable and contract assets for which no loss allowance is recognized because of collateral.

 

 

 

 

 

As of December 31, 2021, and 2020, the exposure to credit risk for trade receivables risk and contract assets by Geographic region was as follows: -

(In thousands of US$)	Carrying amount December 31, 2021	Carrying amount December 31, 2020
Egypt	53	-
Pakistan	-	11,059
Brazil	874	462
Lebanon	7,114	8,901
Total	8,041	20,422

 

As of December 31, 2021, and 2020, the exposure to credit risk for trade receivables by type of counterparty was as follows: -

(In thousands of US$)	Carrying amount December 31, 2021	Carrying amount December31, 2020
Cable	-	11,059
GSM	7,114	8,901
Rentals	874	462
Entertainment	53	-
Total	8,041	20,422

 

The main change in 2021 is related to the reclassification of the cable business to be presented as assets held for sale as mentioned in note 27.

Liquidity Risk

The Group monitors and mitigates liquidity risk arising from the uncertainty of cash inflows and outflows by maintaining sufficient liquidity of cash balances. In general, liquidity risk is monitored at entity level whereby each subsidiary is responsible for managing and monitoring its cash flows and rolling liquidity reserve forecast in order to ensure that it has sufficient committed facilities to meet its liquidity needs.

Laws and regulations in certain countries, such as North Korea, in which the Group operates limit the conversion of current cash balances into foreign currency. Given the nature of the business, Group companies may have to make payments in foreign currencies (for example capital expenditures), the lack of individual entity foreign currency reserves means that these companies are largely dependent on the Company to make these payments on its behalf.

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the tables are the gross contractual, undiscounted cash flows including interest, charges and other fees.

 

 

(In thousands of US$)	Carrying amount	Expected cash flows	Less than 1 year	Between 1 and 5 years	More than 5 years
Liabilities
Liabilities to banks	10,190	14,684	1,084	13,600	-
Trade payables and other liabilities	23,658	23,658	23,658	-	-
As of December 31, 2021	33,848	38,342	24,742	13,600	--
(In thousands of US$)	Carrying amount	Expected cash flows	Less than 1 year	Between 1 and 5 years	More than 5 years
Liabilities
Liabilities to banks	28,003	33,403	11,443	19,342	2,618
Trade payables and other liabilities	46,693	46,693	46,693	-	-
Finance lease liability	5,293	5,333	1483	3,300	550
Sale and leaseback	5177	5,226	5,226	--	--
Other borrowings	1,049	1,066	571	495	-
As of December 31, 2020	86,215	94,965	60,502	27,952	6,511

 

Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital.

Other risks

Governmental authorisations

Certain future Group activities, including the GSM operations in Lebanon or the cable segment, are dependent on obtaining appropriate government authorisations. Should these authorisations not be obtained or delayed, there could be an adverse impact on the future operations of the Group, such as a decrease in revenues or penalty payments due to contractual counterparties.

Political and economic risk in emerging countries

A significant amount of the Group's operations is conducted in Egypt, North Korea , Lebanon and Pakistan. The operations of the Group depend on the market economy of the countries in which the subsidiaries or associate operate. In particular, these markets are characterised by economies that are in various stages of development or are undergoing restructuring. Therefore, the operating results of the Group are affected by the current and future economic and political developments in these countries. In particular, the results of operations could be unfavourably affected by changes in the political or governmental structures or weaknesses in the local economies in the countries where it operates. These changes could also have an unfavourable impact on financial condition, performance and business prospects.

Regulatory risk in emerging countries

Due to the nature of the legal and tax jurisdictions in the emerging countries where the Group operates, it is possible that laws and regulations could be amended. This could include factors such as the current tendency to withhold tax on the dividends of these subsidiaries, receiving excessive tax assessments, granting of relief to certain operations and practices relating to foreign currency exchange. These factors could have an unfavourable effect on the financial activities of the Group and on the ability to receive funds from the subsidiaries.

Revenue generated by the majority of the Group subsidiaries is expressed in local currency. The Group expects to receive most of this revenue from its subsidiaries and therefore it relies on their ability to be able to transfer funds. The regulations in the various countries, such as North Korea, where Koryolink operates could reduce the ability to pay interest and dividends and to repay loans, credit instruments and securities expressed in foreign currency through the transfer of currency. In addition, in some countries it could be difficult to convert large amounts of foreign currency due to central bank regulations. The central banks may amend regulations in the future and therefore the ability of the Company to receive funds from its subsidiaries may change.

Government Approvals

Some of the activities of the Group, including the telecommunications activity in Lebanon and the marine cable business, depend heavily on obtaining the approval of the concerned government authorities.

The telecommunications activity in Lebanon is in accordance with the agreement with the Ministry of Telecommunications for the management of Mobile Interim Company One (MIC1) which expired in
January 31, 2013, and has been renewed annually till December 2019, where the management received a letter from the ministry of telecommunications in Lebanon to terminate the contract and to proceed in handing over the management.

 

 

 

 

 

 

Classes of financial instrument

The tables below present the Groups financial assets and liabilities by category.

 

	As of December 31, 2021			As of December 31, 2020
(In thousands of US$)	At amortized Cost	At FVTPL	Total	At amortized Cost	At FVTPL	Total
Assets per statement of financial position
Cash and cash equivalents	69,222	-	69,222	21,865	-	21,865
Trade receivables	8,041	-	8,041	20,422	-	20,422
Other financial assets	3,391	-	3,391	10,431	-	10,431
Other assets	1,821	-	1,821	1,283	-	1,283
Total	82,475	-	82,475	54,001	-	54,001

 

 

	As of December 31, 2021		As of December 31, 2020
	Other financial liabilities at amortized cost	Total	Other financial liabilities at amortized cost	Total
(In thousands of US$)
Borrowings	10,190	10,190	39,522	39,522
Trade payable and other current liabilities1	23,658	23,658	53,915	53,915
Total	33,848	33,848	93,437	93,437

 

 

1excludes other payable due to local authorities and prepaid traffic and deferred income, as these do not meet the definition of a financial liabilities

5.  Segment reporting

The chief operating decision-maker has been identified as the board of directors of the Company. The board of directors reviews the Group's internal reporting in order to assess its performance and allocate resources, mainly from a geographical perspective, of the mobile telecommunication business.

Pursuant to the decision to dispose of entities previously included in the Media and Technology segment, OIH management has changed its internal reporting as analysed by the chief operating decision-maker and revised the reportable operating segments as follows:

Cables: relating to the provision of direct broadband and high-speed connectivity to telecom operators, internet service providers and major corporations through submarine fibre optic cables. The segment results were represented as discontinued operations

GSM - Lebanon: relating to the management contract of the Lebanese mobile telecommunications operator Alfa, which is owned by the Republic of Lebanon

Investment property: investment properties relate to real estate property the Group owns in Sao Paolo, Brazil presented as discontinued operations.

Entertainment: relates to the entertainment activities provided by OPE and S&L  in the Pyramid's area in Egypt.

Other: relates mainly to the Group's equity investments, income and expenses related to the parent company of the Group (OIH) in addition to entertainment relates to the entertainment activities provided by OPE in the Pyramid's area in Egypt.

The Group reports on segment reporting, which are independently managed. The chief operating decision-maker assesses the performance of such operating segments based on:

Total revenue and Adjusted EBITDA, defined as profit for the period before income tax expense /(benefit), share of profit/(loss) of investment in associates and related impairment loss, foreign exchange gains /(loss), financial expense, financial income, gains/(losses) on disposal of non-current assets, impairment charges and depreciation and amortisation, and Segment capital expenditure is the total cost incurred during the period to acquire property and equipment and intangible assets other than goodwill.

Revenue and adjusted EBITDA disclosure per segment

 

	For the year ended December 31, 2021				For the year ended December 31, 2020 (Restated)
(In thousands of US$)	Total segment revenue	Inter segment revenue	Revenue from external customers	Adjusted EBITDA	Total segment revenue	Inter segment revenue	Revenue from external customers	Adjusted EBITDA
Entertainments	1,784	-	1,784	1,662	-	-	-	-
GSM	-	-	-	-	4,590	-	4,590	(822)
Other	937	(937)	-	(11,166)	1,664	(1,367)	297	1,481
Total	2,721	(937)	1,784	(9,504)	6,254	(1,367)	4,887	659

 

Reconciliation of adjusted EBITDA to profit / (loss) before income tax

(In thousands of US$)	For the year ended	For the year ended
	December 31, 2021	December 31, 2020 (Restated)
Adjusted EBITDA	(9,504)	659
Depreciation and amortization	(337)	(423)
Impairment loss of other financial assets *	(6,841)	(3,829)
Impairment loss of other financial assets	-	222
gain from acquisition investment property	12,825	-
Finance income	186	4,155
Finance expense	(834)	(317)
Net foreign currencies translation differences	3,182	(257)
(loss) / profit before income tax	(1,323)	210

* In 2021, most of the change will be due to expected credit losses on the cash balance at North Korea, which was formed in 2020.

 

 

December 31,2020	Entertainments	Others	Total
Adjusted EBITDA	-	659	659
Depreciation and amortization	-	(423)	(423)
Impairment charges	-	(3,829)	(3,829)
Gains from disposal of non-current assets	-	222	222
Finance income	-	4,155	4,155
Finance expense	-	(681)	(681)
Net foreign currencies translation differences	-	107	107
Profit before income tax	-	210	210

 

 

 

Assets per segment

The following table illustrates assets for each reportable segment as they are regularly provided to the board of directors.

	As of December 31,2021										As of December 31,2020
(In thousands of US$)	Property and equipment	Intangible assets		Investment property		Equity investments		Total	Property and equipment			Intangible assets		Investment property	Equity investments	Total
Cable	-	-	-		-		-			60,094	2,383		-		-	62,477
Entertainment	11,473	-	-		-		11,473			-	-		-		-	-
Investment property	-	-	13,165		-		13,165			-	-		45,821		-	45,821
Other	2,296	-	-		39,185		41,481			6,604	-		-		39,110	45,714
Total	13,769	-	13,165		39,185		66,119			66,698	2,383		45,821		39,110	154,012

 

 

Capital expenditure

The table below illustrates the capital expenditure incurred by each segment for the year ended December 31,2021 and the year ended December 31,2020:

(In thousands of US$)	For the year ended	For the year ended
	December 31, 2021	December 31, 2020
Entertainment	7,513	3,989
Financial Service (in discontinued operation)	-	2,351
Cable (in discontinued operation	14,940	15,782
Total	22,453	22,122

 

6.         Revenue

 

(In thousands of US$)	For the year ended	For the year ended
	December 31,2021	December 31,2020 (Restated)
Entertainment	1,784	-
Management fees	-	4,590
Others	-	297
Total	1,784	4,887

 Disaggregation of revenue from contracts with customers.

The table below illustrates the Geographical, Service line and Timing of revenue incurred by each segment for the year ended December 31, 2021, and December 31, 2020:

 

	Entertainment
(In thousands of US$)	December 31,2021	December 31,2020 (Restated)
Primary geographical markets
Egypt	1,784	297
Lebanon	-	4,590
Total primary geographical markets	1,784	4,887
Major service lines
Entertainment	1,784	297
Management fees	-	4,590
Total major service Lines	1,784	4,887
Timing of revenue recognition
Services transferred at a point in time	1,784	297
Services transferred over time	-	4,590
Total timing of revenue recognition	1,784	4,887

 

 

7.  Purchases and services

 

(In thousands of US$)	For the year ended	For the year ended
	December 31, 2021	December 31, 2020 (Restated)
Rental and leases	66	157
Maintenance costs	174	178
Consulting and professional services *	2,029	1,747
Purchases of goods and changes in inventories	770	125
Advertising and promotional services	457	275
Utilities and energy cost	52	63
Site expense	286	30
IT supplies and expense	70	117
Insurance expenses	22	37
Airfare expenses	2	34
Accommodation, meals and per diem	8	63
Bank and post office charges	103	109
Other service expenses	892	450
Total	4,931	3,385

 

\* The fees for audits and other services carried out for OIH Group in 2021 by KPMG Luxembourg and entities belonging to the KPMG network are shown below:

- Audit fees US$ 158 k .

-Tax Fees US$ 39 K .

 

8.         Other expenses

(In thousands of US$)	For the year ended	For the year ended
	December 31, 2021	December 31, 2020 (Restated)
Other taxes	95	124
Promotion and gifts	-	332
Donation	-	1,150
Brokerage fees	305	-
Other operating expenses	333	-
Total	733	1,606

 

9.         Personnel costs

(In thousands of US$)	For the year ended	For the year ended
	December 31,2021	December 31,2020 (Restated)
Wages and salaries	3,096	8,184
Contractual bonuses	524	193
Other benefits	66	1,033
Pension costs - defined contribution plan	177	1,177
Social security	315	392
Subscription and membership dues	61	227
other personal cost	0	36
Total	4,239	11,242

 

 

 

 

 

 

10.      Depreciation and amortisation

 

(In thousands of US$)	For the year ended	For the year ended
	December 31,2021	December 31,2020 (Restated)
Depreciation of tangible assets
Buildings	156	115
Commercial and other tangible assets	159	308
Depreciation of investment property
Buildings	22	-
Total	337	423

 

11. Net financing (costs)

 

(In thousands of US$)	For the year ended	For the year ended
	December 31,2021	December 31,2020 (Restated)
Interest income	186	4,155
Finance income	186	4155
Interest expense on borrowings	(834)	(317)
Finance expense	(834)	(317)
Net foreign currencies translation differences	3,182	(257)
Net foreign currencies translation differences	3,182	(257)
Net financing (costs)	2,534	3,581

 

12. Equity accounted investees

Investment in equity accounted investees primarily relate to the investment in telecommunication operator in North Korea (Cheo Technology Koryolink)

The following table provides a breakdown of equity accounted investees:

Company	Country	Ownership	As of  December 31, 2021	Ownership	As of December 31, 2020
Cheo Technology-Koryolink (12-1)	DPRK	75 %	823,706	75 %	794,950
Accumulated impairment loss			(784,520)		(755,840)
Total investment in equity accounted investees			39,185		39,110

The group do not recognize any profits from the company due to the sanctions and the probability of collecting such profits through dividends process. Accordingly, the group impair any profit recognized from Koryolink and maintain the original investment which represent the recoverable value form the cash at the company

(12-1) Koryolink

The tables below set forth-summary financial information of the associate company.

Summarised statement of financial position

(In thousands of US$)	As of December 31, 2021	As of December 31, 2020
Assets	894,283	2,203,178
Liabilities	(97,847)	(282,367)
Net assets	796,436	1,920,811
Summarised statement of income statement

 

(In thousands of US$)		For the year ended December 31, 2021	For the year ended December 31, 2020
Revenues		375,273	402,877
Total expense		(339,020)	(174,736)
Profit for the period after tax		36,253	228,141
Share of profit of the associate company		27,190	171,106

 

The Group's investments in North Korea related primarily to the 75% voting rights in the local telecom operator Koryolink. The accounting treatment has been modified during period ended September 30, 2015, though recognizing it as an investment in associates instead of investment in subsidiaries, as the Group management believes that the existence of significant influence instead of control. Thus, in light of the increase of the restrictions, financial and operating difficulties facing Koryolink due to the international sanction imposed by the international community including the United States of America, the European Union and the United Nations. These sanctions have the effect of restricting financial transactions and the import and export of goods and services, including goods and services required to operate, maintain and develop mobile networks. In addition to, the restrictions implemented on the company that affect the ability of the associate company to transfer profits to the parent (return of funds to its native) and the absence of a free‐floating currency exchange market in North Korea, announced by the Central Bank of North Korea, other than launching a competing local telecom operator wholly owned by the North Korean Government.

On September 11, 2017, the United Nations Security Council issued a resolution obliging member state of the United Nations to pass laws prohibiting joint ventures and existing partnerships with the North Korean Republic unless approval is obtained to continue such joint ventures.

 

At the present, the Group's management submitted an official request through Ministry of the foreign affairs of the Government of the Arab Republic of Egypt to be excluded from adhering to the said resolution.

On December 26, 2018, the request to the Security Council Committee established to follow up the implementation of sanctions on North Korea was approved, with the exception of Koryolink, to ban foreign investment in North Korea and to allow Orascom Investment Holding to continue its activities in North Korea. And consider the company as a telecommunications infrastructure company offering a public service.

The following table presents the movement on the investment of Koryolink during the year:

(In thousands of US$)	December 31, 2021	December 31, 2020
Opening balance	39,110	38,352
Share of profit of equity accounted investee before impairment	27,190	171,106
Impairment loss	(27,190)	(171,106)
Foreign currency translation differences	75	758
Ending balance	39,185	39,110

 

	As of December 31,2021		As of December 31, 2021
	Share capital (before increase) Euro	%	Share capital (After increase) Euro	%
Orascom investment holding	60,000,000	75%	60,000,000	75%
Post office company at North Korea	20,000,000	25%	20,000,000	25%
Total	80,000,000	100%	80,000,000	100%

 

 

13.   Income tax expenses

(In thousands of US$)	Note	For the year ended December 31, 2021	For the year ended December 31, 2020 (Restated)
Current income tax		177	549
Deferred tax	(18)	3,043	(37)
Total income tax expenses		3,220	512

 

14. Property and equipment including right of assets

	Land and Buildings	Cable's system and equipment	Commercial and other tangible assets	Right of use	Assets under construction	Total
				IFRS 16
Cost	4,094	60,272	11,485	7,723	8,089	91,663
Accumulated depreciation and impairment	(976)	(16,862)	(4,568)	(2,564)	-	(24,970)
Net book value as of January 1, 2021	3,118	43,410	6,917	5,159	8,089	66,693
Additions *	35	2,739	4,682	3,866	11,516	22,838
Disposals	-	(39)	(121)	(341)	(2,097)	(2,598)
Depreciation	(156)	-	(159)	-	-	(315)
Depreciation included in discontinued operation	(43)	(2,987)	(1,776)	(3,137)	-	(7,943)
Foreign currency translation differences	(17)	(3,940)	(1,607)	137	(426)	(5,853)
Assets held for sale	(271)	(39,183)	(9,593)	(5,684)	(4,322)	(59,053)
Reclassifications	-	-	2,474	-	(2,474)	-
Net book value as of December 31, 2021	2,666	-	817	-	10,286	13,769
Cost	3,354	-	1,445	-	10,286	15,085
Accumulated depreciation and impairment	(688)	-	(628)	-	-	(1,316)

* This amount includes non-cash transactions totalling US$15 million.

 

(In thousands of US$)	Land and Buildings	Cable's system and equipment	Commercial and other tangible assets	Right of use	Assets under construction	Total
				IFRS 16
Cost	11,853	61,080	12,900	7,060	3,392	96,285
Accumulated depreciation and impairment	(1,311)	(14,497)	(5,959)	(1,239)	-	(23,006)
Net book value as of January 1, 2020	10,542	46,583	6,941	5,821	3,392	73,279
Additions	364	1,176	4,078	3,199	5,402	14,219
Net disposals	(130)	-	(1,151)	-	-	(1,281)
Depreciation	(115)	-	(308)	-	-	(423
)Depreciation included in discontinued operation	(181)	(2,814)	(2,007)	(1,897)	-	(6,899)
Foreign currency translation differences	190	(1,547)	171	(174)	(77)	(1,437)
Change in scope (demerging effect)	(7,552)	-	(1,157)	(1,790)	(261)	(10,760)
Reclassifications	-	12	353	-	(365)	0
Net book value as of December 31, 2020	3,118	43,410	6,920	5,159	8,091	66,698
Cost	4,094	60,272	11,486	7,723	8,091	91,666
Accumulated depreciation and impairment	(976)	(16,862)	(4,566)	(2,564)	-	(24,968)

 

 

 

 

 

 

 

 

15. Intangible assets

 

(In thousands of US$)	License	Goodwill	Right of ways (ROW)	Other	Total
Cost	2,304	957	1655	62	4,978
Accumulated amortization and impairment	(1,883)	(516)	(196)	-	(2,595)
Net book value as of January 1, 2021	421	441	1,459	62	2,383
Additions	23	-	513		536
Amortization included in discontinued operation	(121)	-	(118)	-	(239)
Reclassifications	87	-	-	(87)	0
Assets held for sale	(380)	(401)	(1,730)	(33)	(2,544)
Foreign currency translation differences	(30)	(40)	(124)	58	(136)
Net book value as of December 31, 2021	-	-	-	-	-
Cost	1,408	506	-	-	1,914
Accumulated amortization and impairment	(1,408)	(506)	-	-	(1,914)

 

(In thousands of US$)	License	Goodwill	Right of ways (ROW)	Customer base	Trademark	Other	Total
Cost	2,147	18,682	755	4,894	1,556	148	28,182
Accumulated amortization and impairment	(1,749)	(506)	(121)	(982)	(313)	(1)	(3,672)
Net book value as of January 1, 2020	398	18,176	634	3,912	1,243	147	24,510
Additions	76	-	1,039	-	-	35	1,150
Amortization	(118)	-	(78)	-	-	-	(196)
Amortization included in discontinued operation	-	-	-	(248)	(79)	-	(327)
Change in the scope of consolidation	-	-	(123)	-	-	(37)	(160)
Reclassifications	-	(17,979)	-	(3,739)	(1,189)	-	(22,907)
Assets held for sale	77	-	-	-	-	(77)	-
Foreign currency translation differences	(12)	244	(13)	75	25	(6)	313
Net book value as of December 31, 2020	421	441	1,459	-	-	62	2,383
Cost	2,304	957	1,655	-	-	62	4,978
Accumulated amortization and impairment	(1,883)	(516)	(196)	-	-	-	(2,595)

 

The following table provides an analysis of goodwill by segment reporting:

 

	As of December 31, 2021				As of December 31, 2020
(In thousands of US$)	Financial Services	Cables	Media& technology	Total	Financial Services	Cables	Media& technology	Total
Opening balance
Cost	-	-	506	506	17,720	456	506	18,682
Accumulated impairment	-	-	(506)	(506)			(506)	(506)
	-	-	-	-	17,720	456	0	18,176
Change in scope due to demerging	-	-	-	-	(17,979)		-	(17,979)
Assets held for sale	-	-	-	-			-	0
Foreign currency translation differences	-	-	-	-	259	(15)	-	244
Net book value of the ending balance	-	-	-	-	0	441	0	441
Cost	-	-	506	506			506	506
Accumulated impairment	-	-	(506)	(506)	-	-	(506)	(506)

 

 

 

16. Investment property

The investment property balance comprises the value of seven floors which are owned by Victoire in Brazil. The investment property is carried at its historical cost.

(In thousands of US$)	As of December 31, 2021	As of December 31, 2020
Cost	52,219	67,562
Accumulated depreciation and impairment	(6,398)	(6,815)
Net book value of opening balance	45,821	60,747
Addition *	13,187	-
Disposal	(40,568)	-
Depreciation	(23)	-
Depreciation included in discontinued operation	(742)	(1,097)
Foreign currency translation differences	(4,510)	(13,829)
Net book value of ending balance	13,165	45,821
Cost	13,187	52,219
Accumulated amortization and impairment	(22)	(6,398)

 

The fair value of seven floors, which are owned by Victoire in Brazil as property investment on December 31, 2020, amounts to US$ 70 million (Level 3 Fair Value).

* According to the contract concluded with Bluestone Investment Company (the seller) regarding the sale of the seven floors in Brazil during 2015 to Orascom Investment Holding, which states a guarantee of obtaining a fixed annual return at the end of the fourth year of the contract, in the event of the company inability to rent the seven mentioned floors and achieve the return mentioned in the contract the company has the right for the return difference as per the contract, and the Company addressed the Bluestone Investment Company in order to obtain the return difference in accordance with the concluded contract.

In October 2021, the company received a letter from Bluestone Investment Company stating that Bluestone agreed to give the company 1.5 floor representative "6 offices" in the same building which  correspondent to  a final settlement on the guaranteed revenue mentioned in the original contract

The fair value of investment property was determined by external, independent property valuers, having appropriate recognized professional qualifications and recent experience in the location and category of the property being valued. There have been no changes to the fair value since that date. The fair value measurement for all of the investment properties has been categorized as a Level 3 fair value based on the inputs to the valuation technique used as mentioned in below table and the valuer valued these floors at 13m, which is considered the FV as at year end .

The group acquired real estate investments valued at approximately 13 million US dollars. Of this amount, 12 million US dollars was recognized as a gain, while 1 million US dollars represented transaction cost corresponds to the FV of the 1.5 floors received from the guaranteed revenue from Bluestone.

Subsequently, in 2023, the Group disposed the remaining 1.5 floors equivalent to 6 offices to a third party for a value of BRL 87,5 Million equivalent in US$ 15,4 Million , as per the sale agreement executed.

 

 

 

 

 

Valuation technique and significant unobservable inputs
the following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable input  used.
Valuation technique		Significant unobservable inputs		Inter-relationship between key unobservable inputs and fair value measurement
The analysis model used in the evaluation was the Capitalization of Income by Discounted Cash Flow - Discounted Cash Flow (DCF) - which covers the operational cycle of the enterprise, being able to define it as the exploration period of the enterprise. Projections are usually divided into 2 parts: A- Explicit projection period: admitting a future phase with greater temporal proximity and better predictability conditions, normally established in 10 years. B- Residual Value: equivalent to the remaining useful life of the project. This long-term future cash flow is replaced by a one-time equivalent value at the end of the explicit projection period.	*Real Growth in Contracts: (2.30% - 4.90%) *Expected Market Rental Growth: (0.50% - 1.0%). *Occupancy Rate: 70% . *Rent Free Period:  2 months. *Discount Rate : 6.84%. *Capitalization Rate: 6.36%.		*Expected real growth in contracts were higher (lower). *Expected market rental growth were higher (lower). *Occupancy rates were higher (lower). *Rent‑free periods were shorter (longer). \* The rate at which the 10-year operating cash flow was discounted to form the present value of the property reflects the External and Internal risk. Therefore, we estimate a discount rate for this type of enterprise of 6.84% per year. *We use the capitalization rate of 6.36% per year to form an opinion of the property's residual market value in the 10th year of the analysis period

-Investment property revenue:

Leasing arrangement

A substantial part of the investment properties is leased to tenants under long-term operating leases with rentals payable (monthly - in advance or in arrears). Minimum lease payments receivable on leases of investment properties are as follows:

(In thousands of US$)	As of December 31, 2021	As of December 31, 2020
less than one year	-	4,681
One to two years	899
Two to three years	894	4,681
Four to five years	894	4,506
More than 5 years	894	6,532

 

17. Other financial assets

 

	As of December 31, 2021			As of December 31, 2020
(In thousands of US$)	Non-current	Current	Total	Non-current	Current	Total
Financial receivables at amortized cost -Level3 *	-	-	-	1,373	4,486	5,859
Restricted cash at amortized cost-Level 3 (17-1)	3,391	-	3,391	3,762	12	3,774
Other receivables at amortized cost-Level 3	-	-	-	555	243	798
Total	3,391	-	3,391	5,690	4,741	10,431

 

 

 

(In thousands of US$)	December 31, 2021	December 31, 2020
Expected credit loss percentage	100%	40%
Financial receivables	9,163	9,495
Expected credit loss during the year (*)	(9,163)	(3,636)
Financial receivables at amortized cost	-	5,859
Current	-	4,486
Non-current		1,373

(*) During September 2019 OIH sold the entire shares owned by the Group in Riza Capital to an external party for a consideration of US$ 13,323 thousand. The transaction was structured such that the purchaser pays the consideration in six equal instalments starting from the date of sale and ending in February 2022. However, up to October 2022, the purchaser only paid the first two instalments dated September 2019 and February 2020 with a total amount of US$ 4,442 thousand and US$107 thousand of the third instalment, which was due in August 2020. At the date of authorization of these consolidated financial statements, no further instalment was paid by the purchaser Therefore, after considering all facts and circumstances, the Group estimated an ECL of US$ 4,581 on this asset. Dring 2021 there is an additional impairment with an amount of US$ 5,527 as the following: -

	As of December 31, 2021	As of December 31, 2020
(In thousands of US$)
Opening Balance	3,636	-
Formed	5,498	3,641
Foreign currency translation differences	29	(5)
Total	9,163	3,636

 

	As of December 31, 2021	As of December 31, 2020
(In thousands of US$)	Financial receivables	Financial receivables
Not past due	-	4,235
Past due 0-180 days	-	1,404
Past due 180-365 days	-	220
Past due more than 365 days	-	-
Total	-	5,859

 

17-1 Restricted cash at amortized cost

	As of December 31, 2021			As of December 31, 2020
(In thousands of US$)	Non-current	Current	Total	Non-current	Current	Total
Pledged deposits	201	-	-	201	12	213
Cash on banks in North Korea	6,380	-	6,581	7,122	-	7,122
Expected credit loss*	(3,190)	-	(3,190)	(3,561)	-	-(3,561)
Total	3,391	-	3,391	3,762	12	3,774

 

 Due to the sanctions imposed on north Korea , the group is not able to repatriate the cash balance out of the country Accordingly, we have impaired the cash balance as described below  .

 

* Expected credit loss of other financial assets is represented in the following:

 

(In thousands of US$)	December 31, 2021	December 31, 2020
Expected loss ratio	50%	50%
Cash at bank in North Korea- non-current	6,380	7,122
Expected credit loss during the year	(3,190)	(3,561)
Net cash at bank in North Korea - non-current	3,190	3,561

 

During 2017, CHEO (Koryolink) the Company's subsidiary located at North Korea declared and distributed dividends amounting to EUR 46.7 million. The Company's share amounted to EUR 35 million, out of which EUR 29.2 million were directly transferred to the Company from North Korea to its bank account in Egypt. Therefore, as shown in Table 2 below, we will assume a 50% likelihood that it will also be able to transfer the existing bank balance of EUR 5,63 million (cash balance in NK as of Dec 21); this implies a PD of 0% ("Scenario 1"). We will also assume that there is a likelihood that the Company will not be able to transfer the money out of North Korea due to the sanctions and 50% given that Management do not have any plans to utilize this cash balance within the country, this implies a PD of 100% ("Scenario 2")  that the valuation is performed with Level 3 assumptions .

 

	As of December 31, 2021	As of December 31, 2020
(In thousands of US$)
Opening Balance	3,561	-
Formed	-	3,543
No longer needed	(378)	-
Foreign currency translation differences	7	18
Total	3,190	3,561

 

18. Deferred taxes

18-1 Recognized deferred tax assets and liabilities

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred income tax assets and liabilities relate to income taxes due to the same tax authority.

(In thousands of US$)		As of December 31,2021	As of December 31, 2020
Deferred tax liabilities		(4,812)	(10,945)
Deferred tax assets		-	471
Net position of the deferred tax (liabilities)		(4,812)	(10,474)

 

The movement in deferred tax liabilities is as follows:

 

(In thousands of US$)	2021	2020
As of January 1,2021	(10,474)	(12,450)
(Charged) to the income statement	(3,043)	(37)
(Charged) to the income statement (discontinued Operation)	3,213	(575)
Change in scope due to demerging	-	1,584
Liabilities held for sale	4,687	-
Foreign currency translation differences	805	1,004
As of December 31,2021	(4,812)	(10,474)

 

 

A breakdown of the movement in deferred tax liabilities during 2021 and 2020, is provided in the tables below:

Deferred tax liabilities		Depreciation and amortization		Unremitted earnings		Forex		Other	Total
(In thousands of US$)
As of January 1, 2021		(9,196)		(1,156)		(434)		312	(10,474)
(Charged) /debating to the statement of profit or loss		(116)		(51)		-		(2,876)	(3,043)
(Charged) to the income statement (discontinued Operations)		3,042		-		-		171	3,213
Liabilities related to assets held for sale		5,131		-		-		(444)	4,687
Foreign currency translation differences		898						(93)	805
As of December 31, 2021		(241)		(1,207)		(434)		(2,930)	(4,812)
Deferred tax liabilities	Depreciation and amortization		Unremitted earnings		Forex		Other			Total
(In thousands of US$)
As of January 1, 2020	(12,424)		(1,831)		(255)		2,060			(12,450)
(Charged) to the statement of profit or loss	-		(149)		112		-			(37)
(Charged) to the income statement (discontinued Operations)	(211)		269		8		(641)			(575)
Change in scope due to the demerger	1,291		590		(297)		-			1,584
Adjustment due to investment property	828		(1)		(1)		(826)			-
Foreign currency translation differences	1,320		(34)		(1)		(281)			1,004
As of December 31, 2020	(9,196)		(1,156)		(434)		312			(10,474)

 

No deferred tax liability has been recognized in respect of temporary differences associated with investments in subsidiaries, branches, and associates, where the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.

Should additional information arise in future periods resulting in differences between the tax base and accounting base of recorded assets and liabilities in the financial statements as of December 31, 2021, Management will reassess its estimate in a way that might result in the recognition of deferred taxes related to those assets and liabilities.

18-2 Unrecognized deferred tax assets

The following schedule illustrates the unrecognized deferred tax assets for the group:

(In thousands of US$)	As of December 31,2021	As of December 31,2020
Carried forward income tax losses	-	70
Unrealized forex losses	1,572	1,153
Total	1,572	1,223

Carried forward losses should be utilized within a period of 5-6 years at maximum. The management of the Group followed a prudent approach and didn't recognize a deferred tax asset for unused tax losses as of December 31, 2020, and December 31, 2021, as the management does not expect sufficient taxable results will be generated in the respective countries. The ability of the Group to settle these tax losses against future taxable profits is not impacted by not recording an asset.

Generally, the Group does not recognize deferred tax assets for temporary differences related to accruals for provisions, due to uncertainties in connection with the tax treatment of such expenses, as they might be challenged by local tax authorities.

 

19. Trade receivables

 

(In thousands of US$)	As of	As of
	December 31, 2021	December 31, 2020
Receivable due from government	18,571	31,791
Receivables due from telephone operators	23,773	23,572
Other trade receivables	1162	589
Allowance for doubtful receivables (ECL)	(35,465)	(35,530)
Total	8,041	20,422

 

The following table shows the movement in the allowance for doubtful receivables:

(In thousands of US$)	As of	As of
	December 31, 2021	December 31, 2020
Opening balance	35,530	35,939
Additions (allowances recognized as an expense)	(305)	(286)
No-longer required (including in discontinued operation)	590	(228)
Assets held for sale	(617)	-
Change in scope due to demerging process	-	(1,224)
Reclassification	(235)	470
Foreign currency translation differences	502	859
Ending balance	35,465	35,530

The following table shows the ageing analysis of trade receivables as of December 31, 2021, and 2020, net of the relevant allowance for doubtful receivables:

 

	As of December 31, 2021		As of December 31, 2021
(In thousands of US$)	Gross	Allowance	Gross	Allowance
Not past due	873	-	224	-
Past due 0-30 days	54	-	4,626	(2,430)
Past due 31-120 days	-	-	2,870	-
Past due 121 - 150 days	-	-	757	-
Past due more than 150 days	42,579	(35,465)	47,475	(33,100)
Trade receivables	43,506	(35,465)	55,952	(35,530)

The maximum exposure to credit risk at the reporting date is the carrying value of the receivable. The Group does not hold any collateral as security and the decrease mainly relating to reclassification of the TWA assets to be presented as an asset held for sale.

20. Other assets

(In thousands of US$)	As of December 31, 2021			As of December 31, 2020
	Non-current	Current	Total	Non-current	Current	Total
Prepaid expenses *	-	144	144	14,790	2,448	17,238
Contract costs			-	766	509	1,275
Advances to suppliers	-	468	468	-	473	473
Receivables due from tax authority	-	411	411	-	1,258	1,258
Assets from current tax	-	90	90	-	3,267	3,267
Other non-trade assets	255	1,098	1,353	255	1,414	1,669
Allowance for doubtful of current assets	-	(390)	(390)	-	(194)	(194)
Total	255	1,821	2,076	15,811	9,175	24,986

 

*Prepaid cost mainly from TWA related to amounts paid to the telecommunication authority

 

	As of December 31, 2021	As of December 31, 2020
(In thousands of US$)
Opening Balance	194	194
Formed -Current	196	-
Total	390	194

 

 

 

21. Cash and cash equivalents

(In thousands of US$)	As of December 31, 2021	As of December 31, 2020
Bank accounts and gross deposits *	71,028	21,791
Cash on hand	21	74
	71,049	21,865
Impairment cash and equivalents	(1,827)	-
Total	69,222	21,865

* Bank account and deposit as of December 31, 2021, includes an amount of US$ 1.3 Million (December 31, 2020, includes an amount of US$ 4.8 Million) represent cash held in Lebanon bank accounts, in accordance with the restrictions imposed by the Lebanese government on local banks in Lebanon and restrictions on cash transfers outside the country.

 

Total ECLs calculation as of December 31, 2021, amounted to US$1,827 thousand as presented below:

(In thousands of US$)		As of December 31, 2021	As of December 31, 2020
Opening Balance		-	-
Additional impairment		1,827	-
Foreign currency translation differences		-	-
Total		1,827	-

22. Equity attributable to the owners of the Company

Share capital

On November 29, 2011, the Company was incorporated with an authorised and issued share capital amounting to EGP 2,203,190,060 million (equivalent to US$ 366,148 thousand at date of transactions) distributed over 5,245,690,620 shares, each with a nominal value of EGP 0.42.

According to the decision of the Extraordinary General Assembly of Orascom Investment Holding dated
October 19, 2020, and the approval of the General Investment Authority dated November 17, 2020, on demerging the company (refer to note no. 33), Orascom Investment Holding's share of the issued capital was EGP 577,025,968 (equivalent to US$ 95,890 thousand) divided on 5,245,690,620 shares with a nominal value of EGP 0.11 per share and the authorized amount of shares became EGP 2.885 billion. (Equivalent to US$ 95,890 thousand)

 

The following table lists the largest shareholders in the Company, in addition to the other remaining shares as of December 31, 2021:

Shareholder	Ordinary shares	The percentage of ordinary shares that have the voting right
Bank of New York Mellon	2,846,499,353	54.264%
Other	2,399,191,267	45.736%
Total available common shares	5,245,690,620	100%

Nature and purpose of reserves

 

i.    Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. The translation reserve is a component of equity that reflects the cumulative exchange differences arising from the translation of foreign currency assets and liabilities of our foreign operations. These differences are recognized in the translation reserve at the balance sheet date using the closing exchange rate. The translation reserve is not recognized in profit or loss but is presented as a separate component of equity. Any exchange differences arising on the disposal of a foreign operation are recognized in profit or loss.

ii.   Legal reserve

According to the company's articles of association, 5% of the net profits are set aside to form the legal reserve, and these amounts may be stopped when the balance of this reserve reaches 50% of the value of the issued capital, and the retainer process is resumed when the reserve balance falls below this limit, and this reserve can be used to cover losses and can also be used to increase the company's capital, subject to the approval of the ordinary general assembly of the company's shareholders. Non-distributable earnings

Retained earnings include an amount of US$ 2.49 million as of December 31,2021 compared to US$ 1.88 million as of December 31,2020, which is not available for distribution representing a legal and special reserves at the subsidiaries level.

Dividends declared to non-controlling interest

On November 2, 2020, TWA - subsidiary declared dividends total of US$ 1.8 represent US$ 0.1444 per share, where the NCI's share was US$ 877 thousand, and the amount paid during the year was US$ 697 thousands.

No dividend was declared in 2021

23. Borrowings

 

	As of December 31, 2021			As of December 31, 2020
(In thousands of US$)	Current	Non-current	Total	Current	Non-current	Total
Bank loans	17	10,173	10,190	9,673	18,330	28,003
Finance lease liability	-	-	-	1,474	3,819	5,293
Sale and lease back	-	-	-	10	5,167	5,177
Other borrowings	-	-	-	559	490	1,049
Total	17	10,173	10,190	11,716	27,806	39,522

 

The following table shows the ageing of borrowings:

 

(In thousands of US$)	Due within one year	Due between one and five years	Due beyond five years	Total
Bank loans	17	6,782	3,391	10,190
As of December 31, 2021	17	6,782	3,391	10,190

 

(In thousands of US$)	Due within one year	Due between one and five years	Due beyond five years	Total
Bank loans	9,673	15,905	2,425	28,003
Finance lease liability	1,474	3,269	550	5,293
Sale and lease back *	10	2,202	2,965	5,177
Other borrowings	559	490	-	1,049
As of December 31, 2020	11,716	21,866	5,940	39,522

* Stating that even though payment was not less than 1 year however management decided to pay early an amount       of US$ 5,226 , which explains the difference with the cashflow statement  .

 

The following table provides the breakdown of total borrowings by currency of issue:

 

(In thousands of US$)	US$	Egyptian Pound	Pakistan Rupee	Total
As of December 31, 2021	-	10,190	--	10,190
As of December 31, 2020	1,051	7,874	30,597	39,522

 

 

The following table illustrates the movements in the borrowings during the year

 

(In thousands of US$)	As of December 31, 2021	As of December 31, 2020
Balance at the beginning of the year	39,522	71,492
of which:
Current borrowings	11,716	47,485
Non-current borrowings	27,806	24,007
Payments of loans	(5,226)	(22,725)
Payments of loans from discontinued operations	(12,566)	(567)
Proceeds from loans	6,957	9,443
Proceeds from loans from discontinued operations	2,460	13,963
Transferred to Liabilities related to assets held for sale	(22,833)	-
Interest paid	(834)	(3,494)
Change in scope due to demerging (note 33) *	-	(32,482)
Finance lease liabilities additions	-	3,199
Foreign exchange translation differences	2,710	693
Balance at the end of the year	10,190	39,522
of which:
Current borrowings	17	11,716
Non-current borrowings	10,173	27,806

* Change in scope due to demerging represents the borrowings balances related to Beltone Financial Holding which was transferred to the new company. Orascom Financial Holding S.A.E  following the demerger of the company in 2020.

Description	Company	Book Value	Book Value	Currency US$, 000	Nominal amount in currency	Maturity	Nominal interest rate	Security	Assets secured
		2021	2020
Foreign Bank Loan	OIH Loans	-	-	US$	33,413	21-Oct-24	LIBOR+1.25%	Secured	Time deposit
Local bank loan	OIH Loans	-	16	EGP	4,738	20-Jun-24	Bank certificate rate of return + 2% min. 12%	Secured	Time deposit
Local bank loan	OIH Loans	-	78	EGP	4,710	22-Jun-24	Bank certificate rate of return + 1.5% min. 11%	Secured	Time deposit
Finance lease liabilities-Pak Oman	TWA Loans	-	210	PKR	33,394	23-Dec-24	6M KIBOR+2%	Secured	Against future current assets and fixed assets (excluding land and buildings)
Long term syndicated finance facility-MCB	TWA Loans	-	4,216	PKR	666,665	23-Apr-24	6M KIBOR+2.50%	Secured
Long term syndicated finance facility-Pak Oman Investment Company	TWA Loans	-	2,801	PKR	450,000	23-May-24	6M KIBOR + 2.50%	Secured
Long term loan finance facility-Habib Bank Limited	TWA Loans	-	2,490	PKR	391,665	23-Apr-24	6M KIBOR + 1.50%	Secured
Long term loan finance facility-MBC Bank	TWA Loans	-	11,316	PKR	1,778,000	23-Oct-24	6M KIBOR + 1.25%	Secured
Long term loan finance facility-Pak Oman Investment	TWA Loans	-	2550	PKR	400,000	26-Dec-24	3M KIBOR + 1.9%	Secured
Current facility from Meezan Bank Ltd	TWA Loans	-	1,685	PKR	264,751	21-Aug-24	3M KIBOR + 1.45%	Secured
Credit Facilities	Belton holding	-	-	EGP	440,000	Current	Corridor+,75%:2%:8%
Credit Facilities	Orascom Pyramids Entertainment (OPE)	10,190	2641	EGP	230,000	28-Oct-24	1% over corridor	Unsecured
Total bank loans as of December 31,		10,190	28,003

 Bank Loans

 The following table shows a breakdown of bank loans by financial institution:

Loans for Trans World Associate:-

* The following loan related to TWA for FY 2020 and in 2021 it was included in liabilities held for sale as the operation was sold in 2022.

Bank loans include loans obtained from the shareholders of Trans World Associate private by an amount of US$ 1 Million of which US$ 0.5 Million due within one year and US$ 0.5 Million due after more than one year with an interest rate of 3M Libor +1 per annum.

Bank loans also include loans obtained from banks amounted to US$ 25.2 Million from which US$ 9.6 Million due within one year and US$ 15.6 Million due after more than one year. These bank loans were obtained by Trans World Associate Private during 2020 .

Loan for the purpose of financing the acquisition of Victoire Group

On September 28, 2015 the company borrowed non-current loan from a foreign bank by a maximum amount of US$ 35 Million for the sole purpose of financing 50% of the purchase price of seven floors in the "Patio Malzoni Faria Lima Tower A" in Sao Paolo, Brazil through the direct or indirect acquisition of the shares of the following companies incorporated in Brazil: Victoire 2, Victoire 9, Victoire 11, Victoire 13, Victoire 17, Victoire 18, and Victoire 19.

In January 2020, the Company made an early settlement for the rest of the loan granted to finance the acquisition of Victoire amounted to US$  23.4 million (equivalent to EGP 313 million) and that resulted in a gain of US$ 3.9 million recorded in finance income in the consolidated statement of profit or loss and other comperhensive income. during 2020.

 Loan (Orascom Pyramids Entertainment (OPE)

On 30 September 2020, a long-term loan contract was signed between the Bank of the Arab International Banking Company and Orascom Pyramids for Entertainment Projects (LLC), provided that the Bank of the Arab International Banking Company grants the company financing in the form of a long-term loan amounting to EGP 230 million equivalent US$ 14,65 million. This is for the purpose of contributing to the financing of the remaining part of the investment costs of the project to develop and provide services in the visit area of  Giza Pyramids and the adjacent and associated areas according to the usufruct licensing contract dated December 13, 2018, concluded between the Supreme Council of Antiquities and Orascom Investment Holding Company, as follows:and associated areas according to the Orascom Investment Holding dated December 13, 2018, concluded between the Supreme Council of Antiquities and Orascom Investment Holding Company, as follows:usufruct licensing contract dated December 13, 2018, concluded between the Supreme Council of Antiquities and - An amount of EGP 80 million equivalent US$ 5,1 million for the civil works for the restaurant complex and the connection of utilities.

- An amount of EGP 52 million equivalent US$ 3,3 million for the infrastructure works for the information network information systems and the accounting system for the project.

- An amount of EGP 90 million equivalent US$ 5,7 million for the civil works, renovations and improvements to the visitors' building, the VIP building "the current student building", the site of the visit, the organization of the area for the stables "horses - camels - karts" and for the electric vans, the charging station and its maintenance.

- An amount of EGP 8 million equivalent US$ ,51 million for the field work of The Nile Pyramids Lounge.

Current borrowing - Local bank (Orascom Investment Holding)

A credit facility contract in the form of a medium-term loan to finance the purchase of assets related to the company was signed with an Egyptian bank on July 27, 2015, according to which a facility of EGP 5 million is available for a period of sixty-seven months ending on February 27, 2021.

On August 9, 2015, an addendum to the previously mentioned financing contract was signed with an increase of EGP 600,000.Withdrawal period: It is scheduled for six months starting from the date of signing this contract and ending on January 23, 2016.

Repayment period: the company is obligated to pay to the bank's order each sub-loan to be used within the limits of the credit facility amount in sixty monthly instalments with equal value.

Interest and payment periods: A return of 2% per annum above the rate of return established on the certificates with the bank, and the return is due to be paid every month, so that the applicable return in any case during the term of this contract and until it is fully paid out of the original returns commissions and expenses is not less than 12%.

Non-current and current borrowing - Local bank (Orascom Investment Holding)

On January 27, 2016, a credit facility contract was signed in the form of a medium-term loan to finance the purchase of assets related to the company with an Egyptian bank, according to which a facility of EGP 2 million is provided for a period of sixty-seven months ending on August 26, 2021.

Withdrawal period: It is scheduled for six months starting from the date of signing this contract and ending on July 27, 2016.Repayment period: the company is obligated to pay to the bank's order each sub-loan to be used within the limits of the credit facility amount in sixty monthly instalments of equal value.

On July 21, 2016, an addendum to the previously mentioned financing contract was signed with an increase of EGP 3 million.Withdrawal period: The withdrawal period for the previously mentioned loan has been extended for another six months to end on January 26, 2017, instead of July 27, 2016.

Interest and payment periods: A return of 1.5% per annum above the rate of return established on the certificates with the bank, and the return is due to be paid every month, so that the applicable return in any case during the term of this contract and until it is fully paid out of the origin returns commissions and expenses is not less than 11% .

Finance lease liabilities

The following table the amount of finance lease liabilities as of December 31, 2021:

Sale and leaseback (OIH)

During 2020, the company sold its headquarters located in 2005A south Nile city tower with value of EGP 91 Million (equivalent to US$ 5.8 Million) to Beltone Financial 'Leasing' and Global Corp. for financial service for purposes to lease it back, the lessor agree to lease it back to the company for period of 7 years started from December 25, 2020 till September 25, 2027 with total rental value of EGP 142.5 Million (equivalent to US$ 9 Million).

The lessor deducts down payment from total rents with amount of US$ 0.6, the rent will be paid for Beltone and Global Corp as below:

Lessor	Total due rent equivalent to US$, 000	Percentage
Beltone Financial leasing	2,803	30.86 %
Global Corp. for financial service	6,280	69.14 %

The lessee has the right to purchase the according to the below conditions:

-  Purchasing the assets with value of one Egyptian pound after paying all the due amount under this contract.

-  Early settlement of rent by paying additional 3% from unpaid rent till the end of the contract.

Book value	Currency	Maturity	Nominal interest rate	Security	Assets secured
5,138	EGP	September 2027	12%	Secured	Company's premises

On November 4, 2021, the company made an accelerated payment of the entire balance of the financial lease in addition to the accrued interests related to it, with a total amount of US$ 5,8 million, which was related to mortgaging the asset owned by the company in favor of Beltone Financial Leasing Company and Global Corp for Financial Services, where the company implemented the right of expedited payment for the total amount referred above, and the legal procedures for releasing the mortgage on the asset are being completed.

 

Other Borrowings

Other borrowings mainly include loans from non-controlling shareholders in subsidiaries.

The following table shows a breakdown of other borrowings by financial institution:

Description	Company	Book Value in US$, 000	Currency	Nominal in PKR, 000	Maturity	Nominal interest rate	Security
Total other borrowings ad of December 31, 2021		-	-	-	-	-	-
Description	Company	Book Value in US$, 000	Currency	Nominal in PKR, 000	Maturity	Nominal interest rate	Security
Long term loan from sponsor's (Orastar)	TWA Loans	702	US$	112,161	Dec-22	3M LIBOR+1%	Unsecured
Long term loan from sponsor's (Dr. Omar Zawawi)	TWA Loans	235	US$	36,748	Dec-22	3M LIBOR+1%	Unsecured
Short term loan-2 from sponsor's (Dr. Omar Zawawi)	TWA Loans	112	US$	17,944	Dec-20	3M LIBOR+1%	Unsecured
Total other borrowings ad of December 31, 2020		1,049

 

 

 

 

24.       Trade payables and other liabilities

 

	As of December 31, 2021			As of December 31, 2020
(In thousands of US$)	Current	Non-current	Total	Current	Non-current	Total
Trade payables
Capital expenditure payables		-	-	4,876	-	4,876
Trade payables due to suppliers	11,026	-	11,026	19,566	-	19,566
Customers credit balance financial sector	136	-	136	-	-	-
Trade payables to Telephone operator			-	5,112	-	5,112
Other trade payables	459		459	340	-	340
Total	11,621	-	11,621	29,894	-	29,894
Other liabilities
Prepaid traffic and deferred income	4	-	4	719	893	1,612
Contract liabilities	-	179	179	332	6,890	7,222
Due to local authorities	17	-	17	5,413	-	5,413
Personnel payables	2,925	-	2,925	3,781	-	3,781
Dividends payable	-	-	-	181		181
Subscriber deposits	23	-	23	37	-	37
Other credit balances *	9,089	-	9,089	12,800	-	12,800
Total other liabilities	12,058	179	12,237	23,263	7,783	31,046
Total trade payables and other liabilities	23,679	179	23,858	53,157	7,783	60,940

 

* The other credit balance includes the balance of employee benefits where OIH by virtue of the Management Agreement signed with the Ministry of Telecommunications manages MIC1 SAL on behalf of the republic of Lebanon owner of both mobile network operators. Orascom Telecom Lebanon SAL (OTL) is created to manage the personnel of MIC, as employer, yet all personnel costs are charged to and reimbursed by the Lebanese Government as per the term of the management agreement. The amount which is included in the other credit balances - current as of December 31, 2021, is US$ 989 thousand (US$ 2,357 thousand) and regarding to the remaining amount of other credit balance is comprised by accrued bonuses and other payable towards governments by US$ 5,4 thousand and US$ 2,7 thousand respectively.

 

 

 

 

 

 

 

 

 

25. Provisions

 

(In thousands of US$)	As of December 31, 2021	As of December 31, 2020
Opening balance	10,423	29,862
Additions	1,385	3,581
Additions (included in discontinued operations)	-	533
Reversed (no-longer required)	-	(15,586)
Foreign currency translation differences	22	275
Change in scope due to the demerger	-	(3,395)
Reclassifications	-	(470)
Used during the year	(61)	(4,377)
Ending balance	11,769	10,423

 

Provisions are related to expected claims resulting from the Group companies' ordinary course of business. The required information about these provisions were not disclosed, because the management of the Group believes that doing so, will strongly affect the final settlement of these provisions for claims.

26. (Losses) / earnings per share

Basic and diluted

Basic (losses) / earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. For the purposes of the (losses) / earnings per share calculation, it has been assumed that the number of issued shares at the date of incorporation (5,245,690 thousand) had been outstanding during the year.

Diluted (losses) / earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. During the period covered by the report, the Company did not have any dilutive potential ordinary shares and as such diluted and basic (losses) / earnings per share from continuing operations and from discontinued operations are equal.

26-1 (Losses) per share from continuing operation - Basic and diluted (in US$)

 

(In thousands of US$)	For the year ended	For the year ended
	December 31, 2021	December 31, 2020 Restated
(Loss) /gain attributable to equity holders of the Company from continuing operations (in thousands of US$)	(3,729)	481
Weighted average number of shares (in thousands of shares)	5,245,691	5,245,691
(Losses) / gain per share - basic and diluted (in US$)	(0.0007)	0.00009

 

26-2 (Losses) / earnings per share from discontinuing operation - Basic and diluted (in US$)

	For the year ended	For the year ended
	December 31, 2021	December 31, 2020 Restated
Earnings / (Losses) attributable to equity holders of the Company from discontinuing operations (in thousands of US$)	18,708	(496)
Weighted average number of shares (In thousands of shares)	5,245,691	5,245,691
Earnings /(Losses) per share - basic and diluted (in US$)	0.0036	(0.00009)

 

 

 

27. Assets and liabilities held for sale and discontinued operations

27-A Assets and liabilities held for sale

On April 27, 2021, the company's board of directors approved the sale of all the shares amounted to 51% owned by the company in Trans World Associates, to Orastar Limited. Accordingly, the assets and liabilities of Trans World Associates (Private) Ltd. have been reclassified into assets held for sale and liabilities related to assets held for sale, and the sale process has been completed in Jan after 2022 The assets and liabilities held for sale are as follows:

Assets held for sale

	As of December 31, 2021	As of December 31, 2020
(In thousands of US$)
Fixed assets	59,053	60,094
Intangible assets	2,543	2,383
Other assets	13,326	11,677
Inventory	964	775
Accounts receivables	13,328	11,060
Debtors and other debit balances	9,356	7,895
Cash and cash equivalent.	2,713	5,875
Total Assets held for sale	101,284	99,759
Liabilities associated with assets held for sale		-
Financial liability	22,833	31,648
Other liability	11,185	7,783
Deferred tax	18,707	4,972
Creditors and other credit balance	5,133	20,054
The proceeds from the sale of TWA *	2,999	-
Total liabilities associated with assets held for sale	60,858	64,457

* Obligations related to assets held for sale are the amount collected from the company's sale account for investments in one of its subsidiaries (Trans World Associates (Private) Limited - Pakistan) equivalent to
 3 million US dollars and within January 2022 the company has completed the sale process, and the procedures for transferring the ownership of the shares are being completed.

27-B Discontinued operations

Discontinued operations represent as following:

(In thousands of US$)	For the year ended December 31, 2021	For the year ended December 31, 2020
Net results of discontinued operations from the disposal of TWA (27-B-1)	8,442	5.252
Discontinuing operations resulting from disposals of floors in Brazil (27-B-2)	15,298	(2,746)
Discontinued operation from Beltone 27-B-3	-	(7,304)
Discontinued operation from Contact Financial Holding (formerly, Sarwa Capital Financial Holding) 27-B-5	-	5,820
(Loss) from discontinued operation (net of income tax)	23,740	1,022

 

(27-B-1) Discontinued operations result from TWA:

During 2021 the Company has announced the sale of all shares of TWA, Orascom Investment Holding owns 51% of total TWA and the sale transaction is completed on 21 January 2022 and the share of Orascom Investment Holding amounted about US$ 35.5 million and the shares ownership has been transferred on that date mentioned above.

it is worth to be mentioned during the year 2023, the final selling price has been agreed to be around 35 million US$  and according to this adjustment, Orascom Investment Holding settled around US$ 500 thousands as adjustments to the transaction of subsidiary's selling

 

(In thousands of US$)	December 31, 2021	December 31, 2020
Operating revenue	52,703	42,830
Operating cost	(40,916)	(35,023)
Profit for the year before tax	11,787	7,807
Income Tax	(3,346)	(2,555)
Net profit for the year	8,442	5,252

27-B-2 Discontinued operations result from Disposal of investment properties in Brazil:

During the month of October 2021, Orascom Investment Holding Company sold the floors owned by it in Brazil through one of its subsidiaries, Victoire BV Holding Company, for a total amount of 79 million dollars. The contract stipulates the guarantee of Orascom Investment Holding Company . "For the seller to obtain a fixed annual return for a period of 24 months from the date of selling the above-mentioned floors, with a total amount of 847 thousand US$, whereby Orascom Investment Holding Company will transfer the difference to the return to the seller in the event that the fixed return stipulated in the contract is not reached, The company has agreed with the seller to open an escrow account for the full amount previously mentioned. The sales contract also stipulates a guarantee for the payment of any amounts resulting from cases brought due to real estate taxes on floors, which are estimated at a total value of 866 thousand US$.

The following is the company's share of the net profit related to the exclusion of floors in Brazil for the fiscal year ending in:

(In thousands of US$)	December 31, 2021		December 31, 2020
Operating revenues	2,590		3,906
Depreciation	(742)		(1,097)
Gain on sale of investment property*	19,176		-
Provisions	(201)		-
Other Income	277		-
Other operating expenses	(2,826)		(4,636)
Net finance cost	6		212
The loss of the year before tax	18,278		(1,614)
income tax	(2,981)		(1,132)
Net Income of the year	15,298		(2,746)

 

* This gain related to sale investment property of Brazilin tower during year 2021 as motioned in note 16.

27-B-3 Discontinued operations from Beltone Group

At October 2020, the extraordinary general assembly meeting agreed with majority voting for demerging the company according to horizontal approach with its book value into Orascom Investment Holding OIH (demerging company) and Orascom Financial Holding OFH (demerged company) which had been established in December 2020 (note 33).Demerging project keeps all assets and liabilities under OIH except for Beltone investment (subsidiary company) and Sarwa Capital (associate company) (note 27-B-5)to be moved under OFH,. Accordingly, statement of profit or loss had been represented for Beltone group as discontinued operations as it was done by cost without gain/loss.

Beltone (loss) for the year presented as following:

(In thousands of US$)	December 31, 2021	December 31, 2020
Operating revenue	-	35,907
Other revenue	-	133
Total revenues	-	36,040
Personnel costs	-	(15,215)
Brokerage commissions	-	(9,087)
Depreciation	-	(848)
Amortization	-	(327)
Other expenses	-	(11,171)
Losses from Selling Auerbach Grayson	-	(5,536)
Net foreign currencies translation differences	-	(3)
Net (loss) before income tax	-	(6,147)
Income tax expense	-	(1,157)
Net (loss) for the year	-	(7,304)
Attributable to:
Owners of the company	-	(5,445)
Non-controlling interests	-	(1,859)

27-B-4 Discontinued operations from Orascom Investment Holding

Discontinued operation from OIH related to foreign currency exchange due to translation of foreign currencies of intercompany balances between Orascom Investment Holding and Beltone which deconsolidated during 2020 according to demerging project as discussed before.

27-B-5 Discontinued operations from Contact Financial Holding (formerly Sarwa Capital Financial Holding)

During October 2020, the extraordinary general assembly meeting agreed with majority voting for demerging the Company according to horizontal approach with its book value into Orascom Investment Holding OIH (demerging company) and Orascom Financial Holding "OFH" (demerged company) which had been established in December 2020. Demerging project keeps all assets and liabilities under OIH except for Beltone investment (subsidiary company) and Contact Financial Holding (formerly Sarwa Capital) (Equity accounted investee) which was moved to OFH; accordingly, statement of profit or loss had been represented for Contact Financial Holding group as discontinued operations.

The below table shown share of profit from Contact Financial Holding:

(In thousands of US$)	December 31,2021	December 31,2020
Group share of profit	-	5,900
Deferred tax	-	(80)
Net share of profit for the year	-	5,820

27-B-6 The below table shown cash flow for discontinued operation (TWA and INCA Group): -

In thousands of US$))	December 31, 2021
Gain for the year before tax	30,074
Adjustments for :
Depreciation	7,891
Depreciation Investment property	743
Amortization	239
Amortization of contract liability	(1,408)
Amortization of advance from customer	(1,436)
Amortization of long-term prepayments	2,088
Amortization of contract cost	744
Gain on sale of investment property	(19,176)
Gain on sale of property, plant and equipment - net	(29)
Gain on termination of lease	(63)
Impairment of financial assets	590
Changes in provision	280
Exchange loss - net	359
Interest income	(155)
Finance Cost	4,066
Stock- in-trade and other inventory	(280)
Depreciation	598
receivables, and other assets	(236)
Trade payables, accrued and other liabilities	(1,244)
Cash generated from operating activities	23,645
Increase in long term prepayments and deposits	(671)
Increase in contract cost	(1,555)
Increase in contract liability	184
Increase in advance from customers against services	1,595
Taxes paid	(5,939)
Interest collected	165
Intercompany amounts	(920)
Net cash generated from operating activities	16,504
Cash flows from investing activities:	-
Capital expenditure	(6,781)
Purchase of intangible assets	(932)
Advance for capital expended	(382)
Proceeds from disposal of property, plant and equipment	173
cash proceed from sale process	82,100
Net cash used in investing activities	74,178
Cash from financing activities
Proceeds from long term loan	2,460
Repayment of long-term loan	(7,476)
Repayment of long-term loan from sponsors	(980)
Repayment of short-term loan from sponsors	(107)
Proceeds repayment of short-term loan	(876)
Finance cost paid	(2,209)
Repayment of lease liability	(4,082)
Net cash used in financing activities	(13,270)
Net increase in cash and cash equivalents	77,412

 

28. Subsidiaries

Represent non-wholly owned subsidiaries with material non-controlling interest (TWA)

Company	Country	Percentage of non-controlling ownership			Value of non-controlling ownership
(In thousands of US$)		2021	2020		2021		2020
Trans World Associate (TWA)	Pakistan	49%	49%		18,710		18,769
				Trans World Associates (Pvt) Ltd.
(In thousands of US$)				As of December 31,
				2021		2020
Current assets				26,163		26,521
Current liabilities				(33,928)		(32,078)
Total current net assets				(7,765)		(5,557)
Non-current assets *				74,720		78,063
Non-current liabilities				(23,931)		(33,747)
Total non-curent net assets				50,789		44,316
Net assets				43,024		38,759
NCI balance on the level of TWA				35		105
Net assets after adding NCI balance on OIH level				43,059		38,864
NCI balance before adjustments				21,099		19,043
NCI balance on the level of TWA				(35)		(105)
NCI balance before consolidation adjustments				18,938		18,938
Consolidation adjustments on NCI balance				(228)		(169)
Ending NCI balance				18,710		18,769

 

* Differences with the balance sheet amounting of US$ 400,000 relating to goodwill arising at the consolidation level  .

All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary undertakings held directly by the Company do not differ from the proportion of ordinary shares held. The Company does not have any shareholdings in preference share of subsidiaries included in the Group.

Summarised financial information of non-wholly owned subsidiaries with material non-controlling interests are represented in the following:

Summarised statement of financial position:

Summarised statement of consolidated profit or loss and other comprehensive income:

	Trans World Associates (Pvt) Ltd.
	For the year ended December 31, 2021	For the year ended December 31, 2020,
(In thousands of US$)
Revenue	52,697	42,815
Profit before income tax	11,788	7,807
Income tax expense	(3,345)	(2,555)
Post tax profit (loss) from continuing operations	8,442	5,252
Loss from discontinued operation	-	-
Other comprehensive (loss)	-	(1,257)
Total comprehensive income	8,442	3,995
Total comprehensive income allocated to NCI	2,005	2,005

29. Commitments

The commitments as of December 31, 2021, and December 31, 2020, are provided in the table below:

(In thousands of US$)	As of	As of
	December31,2021	December31,2020
Purchase of property and equipment	4,303	3,791
Others	1,788	2,455
Total	6,091	6,246

 

 

 

30. Related party transactions and balances

Transactions with, associates, affiliate, and other related parties with the Group throughout the year are not considered atypical or unusual, as they fall within the Group's normal course of business.

The main related party transactions and balances resulted from these transactions are summarised as follows:

 

	Year ended December 31, 2021		Year ended December 31, 2020
(In thousands of US$)
	Selling of services and goods	Investing expenditure	Selling of services and goods	Investing expenditure
OIH
CHEO Technology JV - associate	150	-	233	-
Others
Orastar - shareholder of a subsidiary LTD	-	-	-	(29)
Dr Omar Zawawy - shareholder of a subsidiary	-	-	-	(7)
Orascom Financial Holding	508	-	-	-

 

 

	As of		As of
(In thousands of US$)	December 31, 2021,		December 31, 2020,
	Receivables	Payables	Receivables	Payables
Orastar - shareholder of a subsidiary LTD	21	-	-	(702)
Omar Zawawy - shareholder of a subsidiary	(21)	-	-	348
CHEO Technology JV - associate *	-	8,335	17,753	8,956
OFH - formed due to the demerger - affiliate	-	-	-	6,135

 

* Balances receivables from CHEO Technology JV are fully impaired. Furthermore, the Group didn't offset balances receivables against the payables relating to CHEO, due to the Group not intending to settle the recognized amounts on a net basis or to realize the asset should be settle the liability simultaneously.

 

Key management compensation

Key management includes executive and non-executive directors, the chief financial officer and other managing directors considered key personnel.

The compensation paid or payable to key management for employee services amounted to US$ ,264 thousand and US$ 1,617thousand, respectively for the years ended December 31, 2021, and December 31, 2020.

 

31. Contingent assets and liabilities

The contingent liabilities, are represented in guarantees issued by the holding company and related to the activities of its subsidiaries, as follows:

Orascom Pyramids for Entertainment Projects

- There are letters of guaranteed equivalent to US$ 810 thousand in favour of the Bank of the International Arab Banking Company.

Orascom Investment Holding Company

-  There is letter of credit equivalent to US$ 2,660 thousand in favour of the National Bank.     Transworld Associates (Subsidiary) -  Bank guarantee issued in favour of Higher Education Commission (HEC) amounting to Rs. 5,800,000 (equivalent to US$ 36K) valid till December 31, 2021. -  Bank guarantee issued in favour of Inbox Business Technologies (Pvt) Ltd amounting to Rs. 54,210,000 (equivalent to US$ 339K) valid till May 9, 2021 -  Bank guarantee issued in favour of Infinite Links (Pvt) Ltd amounting to Rs. 10,000,000 (equivalent to US$ 63K) valid till January 7, 2021. -  Letter of credit issued in favour of EZY Infotech ME FZE amounting to US$ 239 K for purchase of telecommunication equipment. -  Letter of credit issued in favour of Subcom LLC amounting to US$ 2 K.   -

32. . Representation of comparative figures relating to the discontinued operations

 

The following schedule summarize the Representation of comparative figures of the consolidated profit or loss for the year ended December 31, 2020, to be consistent with current year classifications, Twa and Victoire were discontinued during the year however OTL was reclassified from discontinued in 2020 to continued operation  in 2021due to the current circumstances and the absence of a definitive liquidation plan or timeline, we have determined that it is appropriate to reclassify OTL - Lebanon as a continued operation in 2021. Therefore, we represent 2020 as a continued operation in accordance with the current classification.

In thousands of US$, except per share amounts	December 31, 2020,		December 31, 2020,
	as issued	Represented to Discontinued operations	After Representation
Continuing operations
Revenues	47,018	(42,131)	4,887
other income	15	(3,400)	(3,385)
Purchases and services	(20,416)	18,810	(1,606)
Other expenses	(1,398)	13,403	12,005
(formed)/Reversal of provisions	12,005	(23,247)	(11,242)
Personnel cost	(13,526)	13,103	(423)
Depreciation and amortization	(7,385)	3,556	(3,829)
Impairment loss of other financial assets	(7,684)	7,684	-
Gains from disposal of non-current assets	186	36	222
Operating (loss)	8,815	(12,186)	(3,371)
Finance income	4,697	(542)	4,155
Finance expense	(5,277)	4,960	(317)
Net foreign currencies translation differences	(455)	198	(257)
Profit before income tax	7,780	((7,570	210
Income tax expense	(4,703)	4,191	(512)
(loss) for the year from continued operations	3,077	(3,379)	(302)
Discontinued operations
Profit from discontinuing operation (net of income tax)	((2,357	3,379	1,022
Profit for the year	720	-	720

 

 

 

 

 

 

33. Demerging effect

On October 2020, the extraordinary general assembly meeting decided with a majority voting to demerge the company into two entities, Orascom Investment Holding OIH (demerging company) and Orascom Financial Holding OFH (demerged company) which was established in December 2020. The Demerging entity (OIH) kept all of its assets and liabilities except for the assets and liabilities associated with Beltone investment Holding (subsidiary company) and Contact Financial Holding (formerly Sarwa Capital) (associate company) which were transferred to Orascom Financial Holding "OFH" for their carrying amount, the demerged entity. The table below illustrates the balances moved to OFH:

(In thousands of US$)	Orascom Investment Holding	Orascom Financial Holding	Orascom Investment Holding
	Before Demerging	Demerged company	Demerging company
	December31,2020	December31,2020	December31,2020
Assets
Property and equipment	77,458	10,760	66,698
Intangible assets	25,290	22,907	2,383
Investment property	42,578	-	42,578
Equity accounted investees	152,018	112,908	39,110
Other financial assets	9,803	4,113	5,690
Other assets	15,811	-	15,811
Total non-current assets	322,958	150,688	172,270
Inventories	775		775
Trade receivables	70,802	50,380	20,422
Other financial assets	8,124	3,383	4,741
Other assets	9,794	619	9,175
Cash and cash equivalents	43,316	21,451	21,865
Total current assets	132,811	75,833	56,978
Total assets	455,769	226,521	229,248
Equity and liabilities
Share capital	366,148	270,258	95,890
Reserves	(150,228)	-127,940	(22,288)
Retained earnings	34,649	18,643	16,006
Equity attributable to equity holders of the Company	250,569	160,961	89,608
Non-controlling interests	25,878	7,818	18,060
Total equity	276,447	168,779	107,668
Liabilities
Borrowings	29,681	1,875	27,806
Other liabilities	7,783	-	7,783
Deferred tax liabilities	8,815	1,584	7,231
Total non-current liabilities	46,279	3,459	42,820
Borrowings	42,323	30,607	11,716
Trade payables and other liabilities	72,221	19,064	53,157
Income tax liabilities	4,681	1,217	3,464
Provisions	13,818	3,395	10,423
Total current liabilities	133,043	54,283	78,760
Total liabilities	179,322	57,742	121,580
Total equity and liabilities	455,769	226,521	229,248

 

 

34. Subsequent events

 

-During May 2022, the Board of Victoire Investment Cooperative approved investment in a fund investing into renewable energies through OTMT Brazil of EUR 20 million (US$ 23 million), out of a total fund size of EUR 626 million (US$ 712 million)

-On May 12, 2022, OTMT Brazil Holdings S.à r.l. changed its name to OIH Renewables S.à r.l. and increased its share capital by US$ 23,111 thousands up to US$ 23,131 thousands.

-During September 2022, OIH completed the tax inspection for the years from 2015 to 2020, A total of EGP 27 million (US$ 1.7 million) were paid, which included the value of the corporate tax due for those years. Furthermore, according to the estimates of the tax advisor, it is expected that an amount of EGP 11.5 million (US$ 0.7 million) will be paid as late payment penalties, accordingly the Group revered an amount of US$ 15.6 million from provisions balance in 2020.

-During August 2022, Koryolink Company called for a capital increase by a value of Euro 20 million. The Korea Post and Telecommunications Corporation (KPTC) subscribed to capital increase with 100%. As a result, OIH'S shareholding was diluted from %75% to %60.

- Based on a request from one of Koryolink's shareholders, the management of Koryolink decided during the month of August 2022 to grant both of its shareholders a non-interest-bearing loan, in accordance with the Democratic People's Republic of Korea (DPRK) local laws and rules, accordingly, Koryolink transferred about Euro 82 million (equivalent to US$ 93 )OIH in OIH bank account in the DPRK, as non-interest-bearing loan between the two parties.

- During 2022, OIH started a lawsuit against the purchaser of the shares in Riza Capital. As a result, management considered that the credit risk of this financial receivable has increased compared to prior years. The Group reflected the risk increase in the ECL computation. While performing this assessment, management took into consideration a legal opinion obtained from the OIH's lawyers during 2022. This legal opinion states that the purchaser's assets serve as a guarantee against the outstanding receivable balance.

- During the month of March 2023, the company sold the company's headquarters for the purpose of re-leasing to GB Auto Leasing Company for an amount of 157 million Egyptian pounds(equivalent to US$5,1 ), where the developers agreed to lease the original owned for a period of 5 years starting from March 15, 2023 and ending on March 15, 2027 The original was leased with a total value of 257 million Egyptian pounds (equivalent toUS$8,3 ).

 

-During the month of April 2023, the Board of Directors unanimously approved two investment projects in (1) renewable energy (electric vehicles), and (2) trade platform to serve the commercial projects in Africa. The council approved the establishment of the necessary companies and approved the procedures for establishing an Egyptian company called "OTL for Trade and Logistics".

 

- On 1st March 2023, Inca Re 2, Inca Re 11, Inca Re 13, Inca Re 17, and Inca Re 18 were merged into Inca Re 19 and therefore, they no longer exist.

 

-On 27 March 2023, OIH S.A.E. incorporated with Hamed El Ghoul the company O Trade & Logistics, whereas OIH S.A.E. holds 89% in the company. OIH S.A.E. invested EGP 84 thousand in this company.

-On 3 April 2023, OIH S.A.E. approved the investment in the Electrical Mobility Sector catering for the 2 and 3 wheelers Electrical vehicles and the establishment of a trading platform to mainly enhance intra- Africa trading and logistics services.

 

-On 3 August 2023, O-trade & Logistics incorporated a Kenyan subsidiary called O-Trade & Logistics Limited with a share capital of KES 4,000,000 (US$ 32,627.36).

 

-On 28 September 2023, OIH (Egypt) Group finalized the sell process of TWA and adjusted the total price by US$ 0.5 million (total sell value US$ 35 million instead of US$ 35.5 million). Thus, the loss from the sale of TWA will be adjusted according to the new value.

 

-During September 2023, OIH (Egypt) Group sold the investment property in Brazil. The sale proceeds amount to BRL 90 million (US$ 16.5 million).

 

- On 2 October 2023, OIH (Egypt) Group incorporated Nubay FZO with a share capital of AED 500,000 (US$ 135,595). OIH (Egypt) Group holds 285,000 shares (57%) in this entity that will operate in the field of investment in Nubay, Africa.

 

-On 17 November 2023, OIH renewable S.à r.l. incorporated BlueV Holding Limited in Abu Dhabi with a share capital of AED 1,000,000 (US$ 271,190).

 

-In November 2023, the Board of Directors approved the sale of 62,924,478, the total number of treasury shares acquired during 2023.

 

-During March 2024, Orascom Investment Holding Company has made an early settlement for the sale and leaseback process for the 29th floor with an amount of approximately EGP 159 million (equivalent toUS$5,1)., and several legal procedures are still in process.