Hybrid Software Group PLC Annual Report 2022 Hybrid Software Group Strategic report Governance Financial statements Other information Hybrid Software Group PLC Annual Report 2022 104 105 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 31. FINANCIAL RISK MANAGEMENT (CONTINUED) Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Carrying amount Fair value In thousands of euros FVTPL Financial assets at amortised cost Other financial liabilities Total Level 2 At 31 December 2022 Financial assets not measured at fair value Financial assets (see note 18) - 955 - 955 955 Trade and other receivables (see notes 20 and 22) - 14,611 - 14,611 14,611 Cash and cash equivalents (see note 24) - 6,317 - 6,317 6,317 - 21,883 - 21,883 21,883 Financial liabilities measured at fair value Contingent consideration (see note 27) 635 - - 635 635 Deferred consideration (see note 27) 932 - - 932 932 Other liabilities (see note 27) 152 - - 152 152 Unsecured loan from related party (see note 27) 8,093 - - 8,093 8,093 9,812 - - 9,812 9,812 Financial assets not measured at fair value Trade and other payables - - 2,919 2,919 2,919 - - 2,919 2,919 2,919 At 31 December 2021 Financial assets not measured at fair value Financial assets (see note 18) - 935 - 935 935 Trade and other receivables (see notes 20 and 22) - 14,597 - 14,597 14,597 Cash and cash equivalents (see note 24) - 9,234 - 9,234 9,234 - 24,766 - 24,766 24,766 Financial liabilities measured at fair value Contingent consideration (see note 27) 1,434 - - 1,434 1,434 Deferred consideration (see note 27) 1,157 - - 1,157 1,157 Other liabilities (see note 27) 183 - - 183 183 Unsecured loan from related party (see note 27) 8,400 - - 8,400 8,400 11,174 - - 11,174 11,174 Financial assets not measured at fair value Trade and other payables - - 1,931 1,931 1,931 - - 1,931 1,931 1,931 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 32. RELATED PARTIES The controlling party is Congra Software S.à r.l. (“Congra”), which owns the majority of the voting rights of the Company. Congra is controlled by Powergraph BV “(Powergraph”) and Powergraph BV is controlled by the Group’s chairman, Guido Van der Schueren. Congra and Powergraph do not produce consolidated financial statements that are publicly available. Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed. Remuneration of key management personnel The remuneration paid to the Directors, who are key management personnel of the Group, is detailed in the Directors' remuneration report on pages 55 to 62. A service agreement between HYBRID Software Development NV and Powergraph BV provides an arrangement for the remuneration of Guido Van der Schueren. Michael Rottenborn has an employment contract with Global Graphics Software that entitles him to salary, bonus and other benefits in addition to board fees. A service agreement between HYBRID Software Development NV and Bellevarde Financial BV provides an arrangement for the remuneration of Joachim Van Hemelen. Remuneration of key management personnel, including the Directors was as follows: In thousands of euros 2022 2021 Short-term employee benefits 3,289 3,279 Post-employment benefits 172 289 Other long-term benefits 20 386 Share-based payments - 4 Total key management personnel expenses 3,481 3,958 Congra An unsecured loan has been granted by Congra to HYBRID Software Development NV. (“HYBRID”). During the year, payments totalling €552,000 (2021: €2,986,000) have been made to Congra in respect of the loan. €307,000 (2021: €2,700,000) has been paid as a repayment against the principal and €245,000 (2021: €286,000) has been paid for interest. Interest is calculated and payable at a fixed rate of 3% per annum on the outstanding balance and, as per the loan agreement, capital repayments of €2,800,000 (2021: €2,800,000) are payable per annum. The balance of the loan outstanding at 31 December 2022 was €8,093,000 (2021: €8,400,000). On 16 February 2023, an addendum to the loan agreement was closed in which an adjustment to the repayment scheme has been agreed to. Subject to the amended repayment scheme, €93,000 is to be repaid in 2023 and the balance in 4 equal instalments of €1,000,000 each in the years ending 31 December 2025 and 2026. The loan is due to be fully repaid on 31 December 2026. Additionally, Congra recharges some minor expenses to HYBRID, which totalled €8,000 (2021: €12,000). At 31 December 2022, €nil (2021: €90,000) was owed to Congra in respect of these items. Powergraph A total of €420,000 (2021: €221,000) was paid during the year by HYBRID to Powergraph in respect of the aforementioned service agreement for Guido Van der Schueren. This amount is included in the amounts presented in the Directors’ remuneration report on pages 55 to 62. No amounts (2021: €nil) were owed at the 31 December 2022. Other related parties Powergraph and Congra have interests in other companies, namely Tallon Graphic Solutions NV, Brand Quadergy EAD, DSN NV, De Schutter’Neroc BV, ZDSGN and Husky Marketing Planner BV. During the year, HYBRID Software NV made sales of €11,000 (2021: €154,000) to these companies and at 31 December 2022 €nil (2021: €42,000) was owed to HYBRID Software NV by them, all of which is considered as recoverable in full. A total of €256,000 (2021: €256,000) was paid during the year by HYBRID to Bellevarde Financial BV in respect of the aforementioned service agreement for Joachim Van Hemelen. For his pro-rata period of service as a director, €82,000 is included in the amounts presented in the Directors’ remuneration report on pages 55 to 62. No amounts (2021: €nil) were owed at the 31 December 2022.
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