Applus Services, S.A.
Financial Statements for the year ended 31 December 2020 and Directors' Report, together with Independent Auditor's Report
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
This declaration is a translation for informative purposes only of the original document issued in Spanish, which has been signed for approval by every Board member. In the event of discrepancy, the Spanish-language version prevails.
The members of the Board of Directors of Applus Services, S.A. declare that, to the best of their knowledge, the individual financial statements of Applus Services, S.A. (comprising the statement of financial position, statement of profit or loss, the statement of changes in equity, the statement of cash flows and the explanatory notes) for the year ended at 31 December 2020, prepared in accordance with the accounting policies applicable and approved by the Board of Directors at its meeting on 18 February 2021, present fairly the equity, financial position and results of Applus Services, S.A., and that the management report accompanying such financial statements includes a fair analysis of the business' evolution, results and the financial position of Applus Services, S.A, as well as a description of the principal risks and uncertainties that the company faces. The aforementioned Financial Statements and Director's Report are integrated in the digital file with the 90D16BBF383FA44E016B04E72E39DB04E96388962F1D5AA7C05067F7E88E05AE hash code included in HTML file 213800M9XCA6NR98E873-2020-12-31.zip_213800M9XCA6NR98E873-2020-12-31-noix.html. All the Directors have signed to certify the above mentioned.
Madrid, 18 February 2021
Mr. Christopher Cole | Mr. Ernesto Gerardo Mata López |
Chairman | Director |
Mr. John Daniel Hofmeister | Mr. Fernando Basabe Armijo |
Director | Director |
Mr. Richard Campbell Nelson | Mr. Nicolás Villén Jiménez |
Director | Director |
Ms. Maria Cristina Henríquez de Luna Basagoiti | Ms. Maria José Esteruelas |
Director | Director |
Ms. Essimari Kairisto | Mr. Joan Amigó i Casas |
Director | Director |
Deloitte.
Deloitte, S.L.
Avda. Diagonal, 654 08034 Barcelona Espana
Tel: +34 932 80 40 40www.deloitte .es
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and offinancial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS
To the Shareholders of Applus Services, S.A.,
Report on the Financial Statements
Opinion
We have audited the financia l statements of Applus Services, S.A. (the Company), which comprise the balance sheet as at 31 December 2020, and the statement of profit or loss, statement of changes in equity, statement of cash flows and notes to the financial statements for the year then ended.
In our opinion, the accompanying financia l statements present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2020, and its results and its cash flows for the year then ended in accordance with the regulatory financial reporting framework applicable to the Company (identified in Note 2.1 to the financial statements} and, in particular, with the accounting principles and rules contained therein.
Basis for Opinion
We conducted our audit in accordance with the audit regulations in force in Spain. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the ethica l requirements, including those pertaining to independence, that are relevant to our audit of the financial statements in Spain pursuant to the audit regulations in force. In this regard, we have not provided any services other than those relating to the audit of financial statements and there have not been any situations or circumstances that, in accordance with the aforementioned audit regulations, might have affected the requisite independence in such a way as to compromise our independence.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Deloitte, S.L. lnscrita en el Registro Mercantil de Madrid, tomo 13.650, secci6n 8', folio 188, hoja M-54414, inscripci6n 96'. C.I.F.: B-79104469. Domic ilio socia l: Plaza Pablo Ruiz Picasso, 1, Torre Picasso, 28020, Madrid.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment of ownership interests in, and loans to, Group companies and associates
Description
The Company has direct and indirect ownership interests in the share capital of Group companies and associates that are not listed on regulated markets, and has granted loans thereto (see Notes 4.1, 5.1, 5.2 and 10.2), which at 31 December 2020 amounted to EUR 1,590 million and EUR 389 million, respectively. Also, in 2020 the Company recognised an impairment loss of EUR 20 million on the aforementioned ownership interests, and this amount was charged to the statement of profit or loss, as a result of the review of the recoverable amount of the interests.
The assessment of the recoverable amount of these ownership interests and loans requires the use of significant estimates and judgements by management, both when choosing the valuation method and discounting future cash flows and when considering the key operating assumptions used. As a result of the foregoing, as well as the significance of the investments and loans held, this matter was determined to be a key matter in our audit.
Procedures applied in the audit
Our audit procedures consisted, among others, of the evaluation of the measurement of the recoverable amount of the aforementioned ownership interests and loans performed by Company management, verifying both the appropriateness of the valuation method used in relation to the investment held and the clerical accuracy of the calculations made. We also evaluated the reasonableness of the cash flow projections and the discount rates by conducting a critical analysis of the key assumptions of the models used. In particular, we compared the revenue growth rates with the latest approved strategic plans and budgets and reviewed them for consistency with both historical information and the market situation. Also, we evaluated management's historical accuracy in the estimation process.
In addition, we evaluated the reasonableness of the discount rates applied, taking into consideration the cost of capital of comparable organisations, as well as perpetuity growth rates, among others.
I ~
- - - rment of ownership interests in, and loans to, Group companies and associates
Description
Recovery of deferred tax assets Description
Notes 8.1 and 8.5 to the accompanying financial statements detail the deferred tax assets amounting to EUR 24.2 million that are recognised in the balance sheet at 2020 year-end, corresponding to tax losses, tax credits and temporary differences amounting to EUR 19.5 million, EUR 4.3 million and EUR 0.4 million, respectively. The Company is the head of the Spanish tax group described in Note 4.3.
In addition, as indicated in Note 8.6, the Company has unrecognised deferred tax assets corresponding to tax losses and tax credits.
Procedures applied in the audit
-
We involved internal business valuation experts to evaluate the reasonableness of the models and key assumptions used by the Company.
Lastly, we evaluated whether the disclosures included in Notes 4.1, 5.1, 5.2 and 10.2 to the accompanying financial statements in connection with this matter were in conformity with those required by the applicable regulatory framework.
Procedures applied in the audit
Our audit procedures to address this matter included, among others, evaluating the methodology and assumptions used by the Company, as well as verifying the consistency thereof taking into account both historical information and the market situation and the applicable tax legislation, which was verified with the assistance of internal tax experts. We also reviewed the consistency of the models with the financial information used by Company management in performing the impairment test on ownership interests in, and loans to, Group companies, stressing those assumptions that have the greatest effect on determining the recoverable amount of the tax assets.
Recovery of deferred tax assets Description
At the end of each reporting period, Company management assesses the recoverability of the tax assets recognised based on the projections of future taxable profits used to analyse the recoverability of tax losses in a timeframe of no more than ten years, taking into account current legislation and the most recently approved business plans. We identified this matter as key in our audit, since the assessment of the recoverability of these assets requires a significant level of judgement, largely in connection with the projections of business performance.
Procedures applied in the audit
We also analysed the historical accuracy of management in the process of preparing projections of future taxable profits for the purpose of analysing the recovery of tax losses, comparing the actual figures for the year with the projections made in the preceding year.
Lastly, we also verified that the disclosures required by the applicable accounting regulations were included in the notes to the accompanying financial statements. The disclosures on this matter can be found in Notes 4.3 and 8 to the financial statements.
Other information: Directors' Report
The other information comprises only the directors' report for 2020, the preparation of which is the responsibility of the Company's directors and which does not form part of the financial statements.
Our audit opinion on the financial statements does not cover the directors' report. Our responsibility relating to the directors' report, in accordance with the audit regulations in force, consists of:
a) Solely checking that certain information included in the Annual Corporate Governance
Report, to which the Spanish Audit Law refers, has been furnished as provided for in the applicable legislation and, if this is not the case, reporting this fact.
b)Evaluating and reporting on whether the other information included in the directors' report is consistent with the financial statements, based on the knowledge of the entity obtained in the audit of those financial statements, as well as evaluating and reporting on whether the content and presentation of this section of the directors' report are in conformity with the applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report that fact.
Based on the work performed, as described above, we observed that the information described in section a) above was furnished as provided for in the applicable legislation and that the other information in the directors' report was consistent with that contained in the financial statements for 2020 and its content and presentation were in conformity with the applicable regulations.
Responsibilities of the Directors and of the Audit Committee for the Financial Statements
The directors are responsible for preparing the accompanying financial statements so that they present fairly the Company's equity, financial position and results in accordance with the regulatory financial reporting framework applicable to the Company in Spain, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The audit committee is responsible for overseeing the process involved in the preparation and presentation of the financial statements.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the audit regulations in force in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is included in Appendix I to this auditor's report. This description, which is on pages 8 and 9 of this document, forms part of our auditor's report.
Report on Other Legal and Regulatory Requirements
European Single Electronic Format
We have examined the digital file in European Single Electronic Format (ESEF) of Applus Services, S.A. for 2020, which comprises an XHTML file including the financial statements for 2020, which will form part of the annual financial report.
The directors of Applus Services, S.A. are responsible for presenting the annual financial report for 2020 in accordance with the format requirements established in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation").
Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with the audit regulations in force in Spain. Those regulations require that we plan and perform our audit procedures in order to ascertain whether the content of the financial statements included in the aforementioned file corresponds in full to that of the financial statements that we have audited, and whether those financial statements were formatted, in all material respects, in accordance with the requirements established in the ESEF Regulation.
In our opinion, the digital file examined corresponds in full to the audited financial statements, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.
Additional Report to the Audit Committee
The opinion expressed in this report is consistent with the content of our additiona l report to the Company's audit committee dated 19 February 2021.
Engagement Period
The Annual General Meeting held on 29 May 2020 appointed us as auditors for a period of one year from the year ended 31 December 2019, i.e., for 2020.
Previously, we were designated pursuant to a resolution of the General Meeting for the period of one year and have been auditing the financial statements uninterruptedly since the year ended 31 December 2007 and, therefore, since the year ended 31 December 2014, the year in which the Company became a Public Interest Entity.
DELOITTE, S.L.
Registered in ROAC under no. S0692
Ana Torrens Borras
Registered in ROAC under no. 17762
19 February 2021
Appendix I to our auditor's report
Further to the information contained in our auditor's report, in this Appendix we include our responsibilities in relation to the audit of the financial statements.
Auditor's Responsibilities for the Audit of the Financial Statements
As part of an audit in accordance with the audit regulations in force in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the use by the directors of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the entity's audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the entity's audit committee with a statement that we have complied with relevant ethical requirements, including those regarding independence, and we have communicated with it to report on all matters that may reasonably be thought to jeopardise our independence, and where applicable, on the related safeguards.
From the matters communicated with the entity's audit committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
Applus Services, S.A.
Financial Statements for the year ended 31 December 2020 and Directors' Report
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
APPLUS SERVICES, S.A.
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
(Thousands of Euros)
ASSETSNON-CURRENT ASSETS:
Non-current investments in Group companies and associates- Equity instruments
Loans to companies Deferred tax assetsCURRENT ASSETS:
Trade and other receivables-
Receivable from Group companies and associates Other receivables
Corporate income tax receivables
Current investments in Group companies and associates- Short-term loans to Group companies and associates
Other financial assets
Short-term accruals
Cash and cash equivalents
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of financial position as at 31 December 2020.
Notes
31/12/2020
31/12/2019
EQUITY AND LIABILITIES
5.1 5.1 & 10.2
1.829.130 1.804.901 1.590.145 214.756 24.229
1.626.938 1.599.519 1.439.765 159.754 27.419
EQUITY: SHAREHOLDERS' EQUITY-Share capital
8.1
Share premium Reserves Treasury shares Profit for the year
NON-CURRENT LIABILITIES: Non-current payables
Non-current payables to Group companies and associates Deferred tax liabilitites
8.1 5.2 & 10.2
10.2
213.258 10.498 785 276 9.437 175.190 173.857 1.333 73 27.497
345.605 16.179 1.459 237 14.483 328.347 286.239 42.108
CURRENT LIABILITIES: Current payables- Bank borrowings
Current payables to Group companies and associates Trade and other payables-
Payable from Group companies and associates Sundry accounts payable
5.3
-1.079
Remuneration payable Tax payables
TOTAL ASSETS
2.042.388
1.972.543
TOTAL EQUITY AND LIABILITIESNotes
31/12/2020
31/12/2019
1.235.668 1.235.668
1.221.255
1.221.255
6.1 6.2 6.2 6.3
14.302
14.302
449.391
449.391
760.683
710.861
(2.664)
13.956
(4.102)
608.340
50.803 450.739
7 10.2 8.1
496.388 109.025 2.927
354.811 93.001 2.927
198.380
300.549
5.3 & 7 10.2
24.161 24.161 170.731 3.488 98 490 1.544 1.356
55.882 55.882 241.652 3.015
10.2
-8.1
2.042.388
575 2.162 278 1.972.543
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
APPLUS SERVICES, S.A.
STATEMENT OF PROFIT OR LOSS FOR 2020
(Thousands of Euros)
CONTINUING OPERATIONS: Revenue-
Services Dividend revenue
Finance revenue to Group companies and associates Staff costs-
Wages, salaries and similar expenses Employee benefit costs
Other operating expenses- Outside services
Taxes other than income tax
Impairment and gains and losses on disposals of financial instruments PROFIT FROM OPERATIONS
Finance income-
From marketable securities and other financial instruments of third parties Finance costs-
On debts to Group companies and associates On debts to third parties
Exchange differences FINANCIAL LOSS
PROFIT BEFORE TAX Corporate income tax
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS
DISCONTINUED OPERATIONS:
Profit for the year from discontinued operations net of tax
PROFIT FOR THE YEAR
9.1 & 10.1
Notes
10.1
11
5.1
9.2
8
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of profit or loss for 2020.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
APPLUS SERVICES, S.A.
STATEMENTS OF CHANGES IN EQUITY
A) STATEMENT OF COMPREHENSIVE INCOME FOR 2020
(Thousands of Euros)
2020 | 2019 | |
PROFIT PER INCOME STATEMENT (I) Income and expense recognised directly in equity: Total income and expense recognised directly in equity (II) Transfers to profit or loss: Total transfers to profit or loss (III) Total recognised income and expense (I+II+III) | 13.956 | 50.803 |
- | - | |
- | - | |
13.956 | 50.803 |
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of comprehensive income for 2020.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
APPLUS SERVICES, S.A.
STATEMENTS OF CHANGES IN EQUITY
B) STATEMENT OF CHANGES IN TOTAL EQUITY FOR 2020
(Thousands of Euros)
Share capital | Share premium | Reserves | Treasury shares | Profit (Loss) for the year | Total |
2019 BEGINNING BALANCE Total recognised income and expense Allocation of 2018 profit - Transactions with treasury shares 2019 ENDING BALANCE Total recognised income and expense Allocation of 2019 profit - Transactions with treasury shares 2020 ENDING BALANCE | |||||
14.302 | 449.391 | 700.678 | (3.405) | 31.997 | 1.192.963 |
- - - | - - - | - 10.544 (361) | - - (697) | 50.803 (31.997) - | 50.803 (21.453) (1.058) |
14.302 | 449.391 | 710.861 | (4.102) | 50.803 | 1.221.255 |
- - - | - - - | - 50.803 (981) | - - 1.438 | 13.956 (50.803) - | 13.956 - 457 |
14.302 | 449.391 | 760.683 | (2.664) | 13.956 | 1.235.668 |
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of changes in total equity for 2020.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
APPLUS SERVICES, S.A.
STATEMENT OF CASH FLOWS FOR 2020
(Thousands of Euros)
CASH FLOWS FROM OPERATING ACTIVITIES (I): Profit for the year before tax
Adjustments for-
Dividend revenue
Finance income Finance costs Exchange differences Impairment loss
Changes in working capital- Trade and other receivables Trade and other payables Other current assets Other current liabilities
Other cash flows from operating activities-Dividends received
Interest paid Interest received Corporate Income tax paid
CASH FLOWS FROM INVESTING ACTIVITIES (II):Proceeds from disposal-
Group companies and associatesPayments due to investment-Group companies and associates
CASH FLOWS FROM FINANCING ACTIVITIES (III):
Proceeds and payments relating to financial liability instruments-
Proceeds from issue of bank borrowings
Proceeds from issue of borrowings from Group companies and associates Repayment of bank borrowings
Repayment and amortisation of borrowings with Group companies and associates Other payments
Dividend payments and renumeration of other equity instruments-
- Dividends
EFFECT OF FOREIGN EXCHANGE RATE CHANGES (IV):
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III+IV)
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
10.1
5.1
Check:
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of cash flows for 2020.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.
Applus Services, S.A.
Notes to the financial statements for the year ended
31 December 2020
1. Company activities
Applus Services, S.A. (formerly Applus Technologies Holding, S.L., hereinafter "the Parent" or "the Company") has been since 29 November 2007 the Parent of the Applus Group ("the Applus Group" or "the Group"). The Company has its registered office in calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, in Madrid (Spain).
The Company purpose is as follows:
- To provide services in relation to the transport sector and vehicle and highway safety (engineering processes, design, testing, approval and certification of used cars), as well as technical inspections in sectors other than the automotive sector, with a blanket exclusion of activities that are covered by special legislation.
- The technical audits of all types of installations for technical inspection or control of vehicles located anywhere in Spain or abroad, as well as any other type of technical inspection other than vehicles.
- The production and execution of studies and projects in relation to the previously mentioned activities: economic, industrial, property, information technology, market surveys and research, as well as the supervision, direction and provision of services and advice in the execution thereof. Provision of services, advice, administration, operation and management, whether technical, fiscal, legal or commercial.
- Business intermediation services, both locally and abroad.
- To provide all types of inspection services and quality and quantity control, regulatory inspection, collaboration with administration, consultancy, audit, certification, approval, personnel training and qualification, and technical assistance in general in order to improve the organization and management of quality, safety and environmental aspects.
- To carry out studies, works, measurements, tests, analyses and controls, in laboratories or in situ, and such other professional methods and actions considered necessary or advisable, in particular those related to manufacturing materials, equipment, products and installations, in the fields of mechanics, electricity, electronics and information technology, transport and communications, administrative organization and office automation, mining, food, environment, construction and civil works, performed during the stages of design, planning, manufacturing, construction and assembly and commissioning, maintenance and production for all types of companies and entities, both public and private, as well as before the Central State Administration, the Administrations of Autonomous Communities, Provinces and Municipalities, and all types of agencies, institutions and users, whether within the country or abroad.
-
The purchase, holding and administration, whether direct or indirect, of shares, corporate interests, quota shares and any other form of holding or interest in the capital and/or securities granting right to the obtaining of shares, corporate interests, quota shares or other holdings or interests in companies of any type, with or without legal personality, established in accordance with Spanish law or any other applicable legislation, in accordance with Article 108 of the Law 27/2014, of 27 November 2014, of the Corporate Income Tax Law, or by such legislation as may replace it, as well as the administration, management and guidance of such companies and entities, whether directly or indirectly, by means of the membership, attendance and holding of positions on any governing and management bodies of such companies or entities, carrying out the described advisory, management and guidance services making use of the corresponding organization of material and personnel means. An exception is made for those activities expressly reserved by law for Collective Investment Institutions, as well as for that expressly reserved by the Securities Market Act for investment service companies.
The activities may be carried out either directly by the Company or through the ownership of shares or equity interest in other companies with an identical or related purpose, including the carrying out of all its activities in an indirect manner, therefore acting solely as a holding company.
All activities for which the law establishes special requirements that cannot be carried out by the Company are excluded from the corporate purpose. Should legal provisions require a professional qualification, administrative authorization or registration with a public registry to be able to perform any of the activities included in the corporate purpose, such activities must be performed by persons who hold such professional qualifications, and such tasks shall not be able to commence until the administrative requirements have been met.
Since 9 May 2014 the shares of the Company have been listed on the stock exchange.
The subsidiaries and associates directly and indirectly owned by the Company are shown in Appendix I. The subsidiaries and associates directly or indirectly owned by the Company excluded from scope of consolidation either because they are dormant companies or because effective control over them is not exercised by the shareholders of the Applus Group are shown in Appendix II.
The Company is the head of a group of subsidiaries, the Applus Group, and is obliged under current legislation to prepare consolidated financial statements separately. The consolidated financial statements for 2019, which were prepared in accordance with International Financial Reporting Standards (IFRSs), were approved by the shareholders at the Annual General Meeting of Applus Services, S.A. on 29 May 2020, and were filed at the Madrid Mercantile Register.
These financial statements relate to the Company individually. The Company prepares consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) (see Note 4).
In view of the business activities carried out by the Company, there are not any environmental liabilities, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in the notes to the financial statements.
2. Basis of presentation of the financial statements
2.1. Regulatory financial reporting framework applicable to the Company
The present financial statements for 2020 were authorised for issue by the Company's Directors at the Board of Directors Meeting held on 18 February 2021. The present financial statements were formally prepared in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:
a) The Spanish Commercial Code and all other Spanish corporate law.
b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007, as amended by Royal Decree 602/2016, and its industry adaptations.
c) The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the Spanish National Chart of Accounts and the relevant secondary legislation.
d) All other applicable Spanish accounting legislation.
2.2. Fair presentation
The accompanying financial statements, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company's equity, financial position, results of operations and cash flows for 2020. These financial statements, which were authorised for issue by the Company's Directors, will be submitted for approval by the shareholders at the Annual General Meeting. The Company's Directors consider that these financial statements will be approved without any changes.
The financial statements for 2019 were approved at the Annual General Meeting held on 29 May 2020.
In preparing these financial statements, the Company omitted any information or disclosures which, not requiring disclosure due to their qualitative importance, were considered not to be material in accordance with the concept of materiality defined in the conceptual framework of the 2007 Spanish National Chart of Accounts.
2.3. Non-obligatory accounting principles applied
No non-obligatory accounting principles were applied. Also, the Directors formally prepared these financial statements taking into account all the obligatory accounting principles and standards with a significant effect hereon.
All obligatory accounting principles were applied.
2.4. Key issues in relation to the measurement and estimation of uncertainty
The Company's Directors are responsible for the information included in these financial statements in accordance with the applicable regulatory financial reporting framework (see Note 2.1) and for the internal control measures that they consider necessary to ensure the financial statements do not have any material misstatement.
In preparing the accompanying financial statements, estimates were made based on historical experience and on other factors considered to be reasonable in view of the current circumstances; these estimates formed the basis for establishing the carrying amounts of certain assets, liabilities, income, expenses and obligations whose value is not readily determinable using other sources. The Company reviews its estimates on an ongoing basis.
The main assumptions regarding the future and other significant sources of uncertainty in the estimates at year-end that could have a significant effect on the financial statements in the coming year were as follows:
- The assessment of possible impairment losses on certain assets (see Note 4.1).
- The assumptions used in measuring the recoverable amount of financial instruments (see Note 4.1).
- The fair value of certain financial instruments (see Note 4.1).
- The calculation of certain provisions and contingent liabilities (see Note 4.5).
- The recovery of deferred tax assets (see Note 8.5).
- Corporate income tax and deferred tax assets and liabilities (see Note 8).
Although these estimates were made on the basis of the best information available as of 31 December 2020 on the events analysed, events that may take place in the future might make it necessary to change these estimates (upwards or downwards) in the coming years. Changes in accounting estimates would be applied prospectively.
2.5. Financial situation and going concern assumption
The Company's financial statements for 2020 were affected by COVID-19 and its global expansion to a large number of countries, which led to it being classified as a pandemic by the World Health Organization on 11 March 2020.
Bearing in mind the complexity of the markets due to their globalisation and the evolution of the pandemic in the current context of uncertainty regarding effective medical treatment against the virus, the consequences for the Company and for the Group's future operations remain uncertain and will depend to a large degree on the evolution of the pandemic in the coming months.
All the divisions of the Group in which the Company is the Parent had a good start to the year up until the middle of March when the effect of the measures to contain the spread of the COVID-19 started to severely impact operations resulting in a decrease in revenue, and particularly the Company in terms of dividends received, with respect to the comparative figures for 2019. At the date of authorisation for issue of these financial statements, a recovery had been observed in the second half of 2020.
In this context, the Company's Directors and management have conducted a detailed assessment of the current situation, based on the best available information at the reporting date. Due to the considerations detailed above, this information includes a high degree of uncertainty. The following aspects of the results of this assessment, which were taken into account in preparing the accompanying financial statements, are worthy of note:
• Liquidity risk: despite the situation described above, the Company's and the Group's cashflow from operating activities was positive at 31 December 2020, as a consequence of the preventive measures such as controlling and adapting costs, as well as working capital management controls and the cancellation of the proposed distribution of a dividend with a charge to profit for 2019, which enabled the Company to maintain a solid liquidity position.
The Company's main financing lines mature at long term between 2025 and 2028 (see Note 7).
As a result of the foregoing and having taken into account the cash forecasts for the coming months and compliance with covenants at 31 December 2020 (see Note 7), the Company's directors and management consider that the Company and the Group maintains a robust financial situation and a high level of liquidity.
• Operational risk: as described in Note 4.4, given the Company's holding activity, revenue mainly depends on the dividend revenue and the revenue of the loans granted to its subsidiaries. As a consequence, the
Company's operational risk has been affected by the temporary interruptions to the Group's activity in certain businesses and geographical areas affecting the results obtained at the end of 2020. The measures adopted by the Group have aimed to maintain the long-term profits, prioritising at all times the social and human consequences of the crisis. It has been a priority to preserve the well-being of the employees and of their families, including protecting jobs as far as possible, supporting customers meet the operational challenges where in many cases Group's services continued to be essential, reducing costs and managing cash inflows and outflows and financial resources, in order to minimise the impact. As far as possible and in order to safeguard jobs and reduce the economic impacts of the situation described, measures were taken such as the implementation of furlough-type arrangements (Spanish ERTEs) in Spain and other similar measures in other geographical areas in which the Group operates.
Risk of measurement of assets and liabilities: the aforementioned factors which have an impact on the Company and, due to the Company's activity, on the Group, as well as other factors which affect the market where the Group operates, caused a drop in demand for services and interruptions to the business due to temporary shut-downs of activity. Consequently, the Directors re-estimated the recoverable amount of those assets in 2020. Therefore, the consolidated financial statements include the recognition of impairment losses on certain non-current assets and the Company's financial statements include the recognition of the impairment losses on investments in Group companies and associates, as described in Note 5.1.
• Going concern risk: taking into account all the aforementioned factors, the Company's directors consider that the conclusion on the application of the going concern basis of accounting remains valid.
The Company's Directors and management continue to constantly monitor the evolution of the pandemic.
2.6. Comparative information
The accounting policies were applied on a consistent basis in 2020 and 2019 and, accordingly, no operations or transactions were accounted for following different accounting policies that might have given rise to discrepancies in the interpretation of the comparative figures in both years.
2.7. Grouping of items
Certain items in the statement of financial position, statement of profit or loss, statement of changes in equity and statement of cash flows are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements.
2.8. Correction of errors
In preparing the accompanying financial statements no errors were detected that would have made it necessary to restate the amounts included in the financial statements for 2019.
3. Proposal of allocation of profit
The proposed allocation of the Company's net profit, formulated by the Board of Directors that will be presented at the next Company's Annual General Meeting of the Shareholders, for 2020 is as follows:
Thousands of Euros | |
Basis of allocation: Unrestricted reserves Profit of the year Allocation: To dividends | 7,497 13,956 |
21,453 | |
21,453 | |
Total | 21,453 |
The proposed dividend of EUR 21,453 thousand corresponds to the gross amount of EUR 0.15 per share.
4. Accounting policies
As indicated in Note 2, the Company applied accounting policies in accordance with the accounting principles and rules included in the Spanish Commercial Code, implemented in the current Spanish National Chart of Accounts (2007), and all other Spanish corporate law in force at the reporting date of these financial statements. In this connection, only those accounting policies that are specific to the Company's business activities and those considered significant on the basis of the nature of its activities are detailed below.
4.1. Financial instruments
Financial assets
The financial assets held by the Company are classified in the following categories:
a) Credits and receivables: financial assets arising from the sale of goods or the rendering of services in the ordinary course of the Company's business, or financial assets which, not having commercial substance, are not equity instruments or derivatives, have fixed or determinable payments and are not traded in an active market.
b) Equity investments in Group companies, associates and jointly controlled entities: Group companies are deemed to be those related to the Company as a result of a relationship of control and associates are companies over which the Company exercises significant influence. Jointly controlled entities include companies over which, by virtue of an agreement, the Company exercises joint control with one or more other ventures.
Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs.
Credits, receivables and held-to-maturity investments are measured at amortised cost.
Investments in Group companies and associates and interests in jointly controlled entities are measured at net cost of any accumulated impairment losses where appropriate. These losses are calculated as the difference between the carrying amount of the investments and their recoverable amount. Recoverable amount is the higher of fair value less costs to sell and the present value of the future cash flows from the investment. Unless there is better evidence of the recoverable amount, it is based on the value of the equity of the investee, adjusted by the amount of the unrealised gains existing at the date of measurement (including goodwill, if applicable).
The Company has majority ownership interests in the share capital of certain companies. The financial statements do not reflect the increases or decreases in the value of the Company's ownership interests which would arise from the application of consolidation methods. It should also be noted that, in accordance with current legislation, the Company prepares consolidated financial statements separately under International Financial Reporting Standards ("EU-IFRS"). These consolidated financial statements have been authorised for issue by the Board of Directors on the meeting held on 18 February 2021.
The main aggregates in the consolidated financial statements for 2020 prepared, as stipulated in Final Provision Eleven of Law 62/2003, of 30 December, in accordance with International Financial Reporting Standards approved by European Commission Regulations, are as follows:
Thousands of Euros | ||
2020 | 2019 | |
Total Assets Equity attributable to the shareholders of the parent Revenue of the consolidated operations Net profit (loss) attributable to the parent | 2,156,980 585,238 1,557,614 (158,239) | 2,172,565 775,928 1,777,944 55,650 |
The Company derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred, such as in the case of firm asset sales or factoring of trade receivables in which the Company does not retain any credit or interest rate risk.
Financial liabilities
Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company's business and those which, not having commercial substance, cannot be classified as derivative financial instruments.
Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.
The Company derecognises financial liabilities when the obligations given cease to exist.
At 31 December 2020 the Company does not hold any financial derivative products.
Impairment of financial assets
At least once per year, the Company tests financial assets not measured at fair value. Objective evidence of impairment is considered to exist when the recoverable amount of the financial asset is lower than its carrying amount. When this occurs, the impairment loss is recognised in the statement of profit or loss.
Recoverable amount is the higher of fair value less costs to sell and value in use.
Management updates annually its subsidiaries business plan which is prepared according to the Group estimates by sector and geography, considering the specific characteristics of each company regarding to its customers, projects and services. The main components of this plan are: projections on operating income and expense, investment and working capital. The business plan prepared by the management for 2020 includes the budget for 2021 together with the projections for the following years.
The projections were prepared on the basis of past experience and of the best estimates available at the date on which the impairment tests were carried out.
In order to calculate the recoverable amount of each asset, the present value of its cash flows was determined using as a basis the business plan prepared by Company management. As a general rule, projections based on indefinite useful lives were used, applying a projected period of five years and a perpetual return from the sixth year onwards, except for the businesses with a finite useful life for which projections adjusted to the actual duration of the contract are used, considering in such cases the probability of renewal thereof. The cash flows generated by each asset were considered to grow to perpetuity at a rate equivalent to that of the growth of each industry in the territory in which it operates.
The main average discount rates after tax used in each of the Company's geographical areas were as follows:
Country/geographical area | 2020 | 2019 |
Spain Rest of Europe US and Canada Latin America | 8.4%-9.3% 5.9%-6.9% 6.5%-7.4% 10.8%-13.6% | 7.3%-8.8% 6.2%-7.4% 6.3%-7.5% 10.4%-12.4% |
4.2. Foreign currency transactions
The Company's functional currency is the Euro. Therefore, transactions in currencies other than the Euro are deemed to be "foreign currency transactions" and are recognised by applying the exchange rates prevailing at the date of the transaction.
At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated by applying the exchanges rates prevailing at the closing date. Any resulting gains or losses are recognised directly in the statement of profit or loss in the year in which they arise.
Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the exchange rates prevailing at the date when the fair value was determined. The resulting gains or losses are recognised in equity or in profit or loss by applying the same methods as those used to recognise changes in fair value, as indicated in Note 4.1 on financial instruments.
4.3. Corporate income tax
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).
The current corporate income tax expense is the amount payable by the Company as a result of corporate income tax settlements for a given year. Tax credits and other tax payment benefits on the tax payable, excluding tax withholdings and pre-payments, and tax loss carry forwards from prior years effectively offset in the current year reduce the current corporate income tax expense.
The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carry forwards. These amounts are recognised by applying to the temporary difference or tax asset that are expected to apply at the corporate tax rates in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all temporary differences except for:
a) Those arising from the initial recognition of goodwill or other assets and liabilities in a transaction that does not affect neither the tax profit nor the accounting profit and is not a business combination.
b) Those associated with investments in subsidiaries, branches and associates or interests in joint ventures, when the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are only recognised in the statement of financial position if it is considered probable that the Company will have sufficient future taxable profits against which they can be utilised.
The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.
The Company is the head of the Applus Group, which files consolidated tax returns as being the tax group number 238/08, and the tax base for the year is determined as if individual returns were being filed, net of such tax credits and tax relief as might be deductible under the consolidated tax regime. The Company manages the accounts receivable or payable that arise.
The Spanish consolidated tax group is comprised by the following companies:
Companies | |
Applus Services, S.A. Applus Servicios Tecnológicos, S.L.U. IDIADA Automotive Technology, S.A. Applus Norcontrol, S.L.U. Novotec Consultores, S.A.U. Applus Iteuve Galicia, S.L.U. LGAI Technological Center, S.A. Trámites, Informes, Proyectos, Seguridad y Medio Ambiente, S.LU. | Applus Energy, S.L.U. Ringal Invest, S.L.U. Autoservices Online, S.L.U. Applus Iteuve Technology, S.L.U. Tunnel Safety Testing, S.A. Inversiones Finisterre, S.L. IDIADA Homologation Technical Service, S.L. Supervisión y Control, S.A.U. Laboratorio de Ensayos Metrológicos, S.L. |
The Company is head of the tax group and files consolidated VAT returns as part of VAT group number 0036/11. The Company manages the accounts receivable and payable generated in this connection.
The Spanish VAT group is comprised by the following companies:
Companies | |
Applus Services, S.A. Applus Servicios Tecnológicos, S.L.U. LGAI Technological Center, S.A. Applus Energy, S.L.U. | Ringal Invest, S.L.U. Autoservices Online, S.L.U. Applus Iteuve Technology, S.L.U. |
4.4. Revenue and expense recognition
According to BOICAC's 79, question 2, due to the Company's holding activity, both the dividend revenue and the finance revenue of the loans from its subsidiaries are recorded under the heading "Revenue".
Revenue and expenses are recognised on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes.
Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided that the outcome of the transaction could be estimated reliably.
Interest revenue from financial assets is recognised using the effective interest method and dividend revenue is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as revenue in the profit or loss statement.
4.5. Provisions and contingencies
When preparing the financial statements, the Company's Directors make a distinction between:
1. Provisions: credit balances covering present obligations arising from past events with respect to which it is probable that an outflow of resources of economic benefits whose amount and/or timing are not known with certainty but can be reasonably reliably estimated.
2. Contingent liabilities: possible obligations that arise from past events and whose existence and associated loss will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the Company's control.
The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the financial statements, but rather are disclosed, unless the possibility of an outflow in settlement is considered to be remote.
Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences. Where discounting is used, adjustments made to provisions are recognised as financial cost on an accrual basis.
4.6. Termination benefits
Under current legislation, the Company is required to pay termination benefits to employees terminated under certain conditions. Therefore, termination benefits that can be reasonably quantified are recognised as an expense in the year in which the decision to terminate the employment relationship is taken and a valid expectation regarding termination is created on the part of third parties.
4.7. Environmental assets and liabilities
Environmental assets are deemed to be assets used on a lasting basis in the Company's operations whose main purpose is to minimise environmental impact and protect and improve the environment, including the reduction or elimination of future pollution.
Because of their nature, the Company's business activities do not have an environmental impact.
4.8. Transactions with Group companies, associates and related companies
For the purposes of the presentation of the financial statements, group companies are considered to be those entities over which the Company directly and indirectly controls the financial and operating policies, exercises power over the relevant activities, maintains exposure, or rights, to variable returns from involvement with the investee; and the ability to use power over the investee to affect the amount of the investor's returns. This is generally because it holds more than 50% of the voting power.
Associates are companies over which the Company is in a position to exercise significant influence, but not control or joint control. Normally this capacity exists because the Company holds (directly or indirectly) between 20% and 50% of the voting power of the subsidiary.
For the purposes of the information in this section, related parties are considered to be:
- The significant shareholders of Applus Services, S.A., understood to be shareholders holding directly or indirectly 3% or more of the shares, and shareholders which, without being significant, have exercised the power to propose the appointment of a member of the Board of Directors.
-
The Directors and Senior Executives of any Applus Group company, as well as the relatives or related persons. "Director" means a member of the Board of Directors and "Senior Executives" means persons reporting directly to the Board or to the CEO of the Group.
The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company's Directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.
4.9. Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.
Finance leases
At 31 December 2020 and 2019, the Company did not have any finance leases.
Operating leases
Expenses resulting from operating leases are recognised in the statement of profit or loss in the year in which they are incurred.
The Company only holds certain vehicles under operating leases which do not have a significant impact.
4.10. Current/Non-current classification
Current assets are assets associated with the normal operating cycle, which in general is considered to be one year; other assets which are expected to mature, be disposed of or be realised within twelve months from the end of the reporting period; financial assets held for trading, except for financial derivatives that will be settled in a period exceeding one year; and cash and cash equivalents. Assets that do not meet these requirements are classified as non-current assets.
Similarly, current liabilities are liabilities associated with the normal operating cycle, financial liabilities held for trading, except for financial derivatives that will be settled in a period exceeding one year; and, in general, all obligations that will mature or be extinguished at short term. All other liabilities are classified as non-current liabilities.
4.11. Employee benefit obligations
The Company has established specific remuneration plans with its key employees:
a) Annual variable remuneration to certain Company employees based on the achievement of certain financial targets in 2020.
b) Variable remuneration plan entailing the annual delivery of a given number of Restricted Stock Units (RSUs) (convertible into Company shares) to the Executive Directors and certain members of the Executive Team. This plan is approved annually and is convertible into shares three years from the grant date at a rate of 30% in each of the first two years and 40% in the third year. At 31 December 2020, three plans had been approved and ratified (see Note 10.3).
c) The "long-term incentive" plan granted to the Executive Directors and certain members of the Executive Team consists of the delivery of Performance Stock Units (PSUs) to the Chief Executive Director General Manager, and the delivery of RSUs and PSUs to the Chief Executive Director Financial Officer and members of the management, both RSUs and PSUs being convertible into Company's shares in three years from the grant date based on the achievement of certain targets (see Note 10.3).
4.12. Treasury shares
Acquisitions of treasury shares are recognised at acquisition cost, reducing equity until they are sold. The gains and losses obtained on the disposal of treasury shares are recognised in "Reserves" in the accompanying statement of financial position.
5. Financial assets (non-current and current)
5.1. Non-current investments in Group companies and associates
The changes in "Non-current investments in Group companies and associates" in the statement of financial position in 2020 and 2019 were as follows (in thousands of euros):
Categories | 31/12/2020 | 31/12/2019 |
Equity investments in Group companies, jointly controlled entities and associates Credits (loans) to Group companies (Note 10.2) | 1,590,145 214,756 | 1,439,765 159,754 |
Total Non-current investments in Group companies and associates | 1,804,901 | 1,599,519 |
Equity investments in Group companies and associates
The changes in 2020 and 2019 in "Equity investments in Group companies, jointly controlled entities and associates" were as follows (in thousands of euros):
2020
Categories | 01/01/2020 | Additions | Impairment loss | 31/12/2020 |
Equity investments in Group companies, jointly controlled entities and associates | 1,439,765 | 170,380 | (20,000) | 1,590,145 |
Total | 1,439,765 | 170,380 | (20,000) | 1,590,145 |
In 2020 the Company increased its ownership interest in the subsidiary Applus Servicios Tecnoló gicos, S.L.U. by EUR 170,380 thousand through a sole shareholder contribution recognised in the investee's equity for that amount. This increase in the ownership interest in Applus Servicios Tecnoló gicos, S.L.U. was performed to enable the Group companies Applus Servicios Tecnoló gicos, S.L.U. and Applus Iteuve Technology, S.L.U. to acquire Reliable Analysis (Group) and Besikta Bilprovning (Group).
In 2020, as a consequence of the effects of the pandemic described in Note 2.5 and the consequent decrease in the demand for the Group's services, the Company's Directors have re-estimated the recoverable value of its equity investments operational activity, and therefore, the need to record an impairment loss in the carrying amount of the ownership interest in Applus Servicios Tecnoló gicos, S.L.U. by EUR 20,000 thousand in order to adjust the carrying amount to the recoverable amount has arrised, as described in Notes 2.5 and 4.1.
2019
Categories | 01/01/2019 | Additions | 31/12/2019 |
Equity investments in Group companies, jointly controlled entities and associates | 1,439,765 | - | 1,439,765 |
Total | 1,439,765 | - | 1,439,765 |
The value of direct shareholdings at 31 December 2020 and 2019 are as follows (in thousands of euros):
Subsidiary | 31/12/2020 | 31/12/2019 |
Applus Servicios Tecnológicos, S.L.U. Azul Holding 2 S.à.r.l. | 1,487,933 102,212 | 1,337,553 102,212 |
Total equity investments in group companies, joint ventures and associates | 1,590,145 | 1,439,765 |
The most significant information in relation to subsidiaries in which the Company had a direct ownership interest at 2020 year-end is as follows:
Name / Registered office | % of ownership | Thousands of euros | |||||
Share capital | Profit (Loss) | Other equity items | Total equity | Carrying amount (Gross Cost) | |||
From operations | Net | ||||||
Applus Servicios Tecnológicos, S.L.U. Azul Holding 2, S.à.r.l. | 100% 100% | 134,487 13 | 34,436 (35) | 32,168 (356) | 719,110 103,640 | 885,765 103,297 | 1,487,933 102,212 |
Total | 134,500 | 34,401 | 31,812 | 822,750 | 989,062 | 1,590,145 |
The subsidiaries and associates directly and indirectly owned by the Company are shown in Appendix I. None of the subsidiaries are listed on the stock market.
5.2. Current investments in Group companies and associates
The detail of the balances of "Current Investments in Group Companies and Associates" at 31 December 2020 and 2019 is as follows (in thousands of euros):
Categories | 31/12/2020 | 31/12/2019 |
Credits (loans) and receivables from Group companies Short-term interest receivable from Group companies Account receivable relating to dividends | 168,422 5,435 1,333 | 279,247 6,992 42,108 |
Total current investments in Group companies and associates (Note 10.2) | 175,190 | 328,347 |
5.3. Cash and cash equivalents
The detail of the balances of "Cash and cash equivalents" at 31 December 2020 and 2019 is as follows (in thousands of euros):
Categories | 31/12/2020 | 31/12/2019 |
Cash recognised in current accounts | 27,497 | 1,079 |
Total cash and cash equivalents | 27,497 | 1,079 |
At 31 December 2020 and 2019, no amount recognised under "Cash and cash equivalents" had been pledged.
"Cash and cash equivalents" include the debit balances recognised as "Multi Currency Notional Pooling" referring to a banking product arranged in 2015 in eight different currencies and which amounted to EUR 11,316 thousand at 31 December 2020 (credit balances amounting EUR 3,684 thousand at 31 December 2019, which were classified under "Current bank borrowings") (see Note 7).
At the end of 2020, the Company has credit facilities which are partially drawn down. The amount drawn down amounts to EUR 2,365 thousand (2019: EUR 50,572 thousand) which are classified under "Current bank borrowings" in the accompanying statement of financial position (see Note 7).
5.4. Information on the nature and level of risk of financial instruments
The Company's financial risk management is centralised in the Corporate Financial Department of the Applus Group, which has established required mechanisms to control exposure to interest rate and exchange rate fluctuations as well as credit and liquidity risk. The main financial risks affecting the Company are as follows:
a) Credit risk:
In general, the Company holds its cash and cash equivalents at banks with high credit ratings.
The accounts receivable at 31 December 2020 and 2019 relate mainly to balances with Group companies for services provided by the Company.
The Company's Directors consider that there was no significant credit risk at 31 December 2020 and 2019.
b) Liquidity risk:
The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its statement of financial position, together with credit and financing facilities.
The Company manages liquidity risk prudently by maintaining sufficient cash, the availability of financing in the form of committed credit facilities and through the sufficient capacity to settle market positions.
c) Market risk:
Both the Company's cash and part of its bank borrowings are exposed to interest rate risk, which variations could have an effect on financial profit or loss and cash flows. In addition, in order to follow Applus Group strategy of minimizing risks, part of the new debt was secured at a fixed interest rate. Private placement debt represents at 31 December 2020 a 43% of total debt drawn (64% at the end of 2019).
Company's Directors continue to constantly monitor these risks.
In addition, some of the balances with Group companies are in foreign currencies.
Therefore, the main market risks to which the Company is exposed are interest rate and foreign currency risk.
c.1) Interest rate risk:
The detail of the average interest rate and of the average financial debt drawn is as follows:
2020 | 2019 | |
Average interest rate | 1.61% | 1.86% |
Average financial debt drawn (thousands of euros) | 529,628 | 407,331 |
On the basis of the financial debt drawn, the impact on borrowing costs of a change of half a point in the average interest rate would be as follows:
Change in interest rate +0.50% | 2020 | 2019 |
Change in borrowing costs (thousands of euros) | 1,517 | 887 |
c.2) Foreign currency risk:
The Company's management, based on activity in countries outside the eurozone, monitors the changes in the various currencies in which the Group operates and assesses the foreign currency risk that could affect its financial statements.
To manage foreign currency risk, the Company takes the following measures:
If the financial market of the country in which the investment is made allows for adequate financing to be obtained in terms of timing and cost, hedging is naturally obtained through financing taken in the same currency as that of the investment.
If the above is not possible, the Company determines asset and liability sensitivity to exchange rate fluctuations on the basis of the extent and severity (volatility) of the risk exposure.
At 31 December 2020, financial debt from the syndicated loan has been disposed in Canadian dollars (no financial debt was disposed in foreign currency at 31 December 2019), so the Company is exposed to foreign currency risk as follows:
Thousands of Euros | ||
2020 | 2019 | |
Financial debt subject to foreign currency risk | 45,869 | - |
Average financial debt drawn subject to foreign currency risk | 4,187 | - |
On the basis of the financial debt in foreign currency, the impact on borrowing costs of a change of half a point in the average exchange rate would be as follows:
2020 | 2019 | |||
Change in exchange rate | +0.50% | -0.50% | - | - |
Change in borrowing costs (thousands of euros) | 21 | (21) | - | - |
The Company has sent a loan to a Canadian Group subsidiary through the disposal in Canadian dollars from the syndicated loan, therefore there is a natural hedge as described above.
6. Equity and shareholders'equity
6.1. Share capital
At 31 December 2016, the Company's share capital was represented by 130,016,755 fully subscribed and paid-up common shares of EUR 0.10 par value each.
On 28 September 2017, the Company's capital was increased by EUR 1,300 thousand through the creation of 13,001,675 new shares of EUR 0.10 par value each and with a share premium of EUR 135,866 thousand at EUR 10.45 per share. The capital increase was carried out by means of monetary contributions for the full amount which totaled EUR 137,166 thousand.
The expenses incurred in relation to the capital increase carried out in 2017 amounted to EUR 1,717 thousand net of the tax effect, and were recognised with a charge to reserves.
Therefore, at 31 December 2020 and 2019, the share capital is represented by 143,018,430 fully subscribed and paid-up common shares of EUR 0.10 par value each.
As per the notifications of the number of shares submitted to the Spanish National Securities Market Commission (CNMV), the following shareholders owned significant direct and indirect interests in the Company's share capital, representing more than 3% of share capital, at 31 December 2020 were as follows:
% share | |
River & Mercantile Group P.L.C Norges Bank Southeastern Asset Management Inc. Threadneedle Asset Management Limited Invesco Ltd. | 5.05% 4.99% 3.33% 3.09% 3.06% |
The Company's Directors are not aware of any other ownership interests of 3% or more of the share capital or voting rights of the Company, or of any lower ownership interests that might permit the holder to exercise a significant influence over the Company.
6.2. Reserves and Share premium
Under the Spanish Companies Act, 10% of net profit for each year must be allocated to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount, except for that, and until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.
At the end of 2020 and 2019 the balance of this reserve amount to EUR 2,860 thousand and it had reached the legally minimum required.
At 31 December 2020 and 2019, the share premium reserves amounted to EUR 449,391 thousand and it is fully available.
At the closing of the financial years 2020 and 2019, the Company owns reserves that add up to EUR 760,683 and EUR 710,861 thousand, respectively.
Spanish Companies Act allows to use the share premium reserves balance to increase capital and it does not establish specific restrictions on the availability of that balance.
6.3. Treasury shares
At 31 December 2020, the Company holds a total of 317,809 treasury shares at an average cost of EUR 8.38 per share. The value of these treasury shares totalled EUR 2,664 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2020 (see Note 4.12).
At 31 December 2019, the Company holds a total of 343,849 treasury shares at an average cost of EUR 11.93 per share. The value of these treasury shares totalled EUR 4,102 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2019 (see Note 4.12).
In February and March 2020 the Company delivered to the Executive Directors, Senior Executives and certain executives of the Group a total of 226,040 shares, in accordance with the new incentive plan granted (see Note 10.3).
7. Non-current and current payables
The detail of "Non-Current Payables" and "Current Payables" is as follows (in thousands of euros):
31/12/2020 | 31/12/2019 | |
Facilities Agreement US Private Placement lenders Bilateral facilities Debt Arrangement fees | 237,810 230,000 30,000 (1,422) | 126,941 230,000 - (2,130) |
Total non-current payables | 496,388 | 354,811 |
Accrued interests Debt Arrangement fees Bilateral facilities Multi Currency Notional Pooling Credit facilities (Note 5.3) | 2,505 (709) 20,000 - 2,365 | 2,337 (711) - 3,684 50,572 |
Total current payables | 24,161 | 55,882 |
Total bank borrowings | 520,549 | 410,693 |
The Company's debt structure is composed of a portion of bank borrowings with a syndicate of nine banks and a placement of private debt with US institutional investors. The bank borrowings consist of a multi-currency syndicated loan of EUR 600 million available for all Group companies, which comprises of a Facility A "Term Loan" of EUR 200 million and a Facility B "Revolving Credit Facility" of EUR 400 million. The total amount of the private debt is EUR 230 million. The amount of the borrowings drawn down by the Company is disclosed in the foregoing table. The amount of the borrowings drawn down by the Group is disclosed in the consolidated financial statements of the Applus Group (see table in section a).
On 16 April 2020, the Company entered a new bilateral facilities agreement. The total loan amounts to EUR 50 million maturing on April 2023. The loan bears a market interest.
On 16 April 2020, the Company entered a new credit line limited to EUR 100 million maturing in 2021. This credit line has not been disposed.
The Company had liquidity of EUR 369 million at 31 December 2020, taking into account cash and cash equivalents reflected in the accompanying statement of financial position and the undrawn balances of the financing lines detailed previously.
a) Syndicated loan and private placement debt
The syndicated loan bears interest at Euribor for tranches in Euros and at Libor for tranches in foreign currency (CAD 72 million drawn down at 2020 year-end) plus a spread based on a leverage grid for each Facility.
All the tranches had an initial single maturity on 27 June 2023, which may be extended for a total of two additional years at the end of the first and second years. On 27 June 2019 all tranches have been extended to 27 June 2024 and, on 16 June 2020, they were extended to 27 June 2025.
The private placement debt was placed from two US institutional investors. The structure includes a tranche of EUR 150 million maturing at 27 June 2025 and a tranche of EUR 80 million maturing at 27 June 2028.
The structure of the financial debt and the amounts drawn at 31 December 2020 and 2019 are as follows:
2020
Tranche | Thousands of Euros | Maturity | ||
Limit | Drawn by the Company | Drawn by the Group | ||
Facility A "Term Loan" Facility B "Revolving Credit Facility" US Private Placement lenders - 7 years US Private Placement lenders - 10 years Accrued interests Debt arrangement expenses | 200,000 400,000 150,000 80,000 - - | 11,941 225,869 150,000 80,000 2,318 (2,131) | 200,000 225,869 150,000 80,000 2,772 (2,786) | 27/06/2025 27/06/2025 27/06/2025 27/06/2028 |
Total | 830,000 | 467,997 | 655,855 |
2019
Tranche | Thousands of Euros | Maturity | ||
Limit | Drawn by the Company | Drawn by the Group | ||
Facility A "Term Loan" Facility B "Revolving Credit Facility" US Private Placement lenders - 7 years US Private Placement lenders - 10 years Accrued interests Debt arrangement expenses | 200,000 400,000 150,000 80,000 - - | 11,941 115,000 150,000 80,000 2,337 (2,841) | 200,000 115,000 150,000 80,000 2,808 (3,762) | 27/06/2024 27/06/2024 27/06/2025 27/06/2028 |
Total | 830,000 | 356,437 | 544,046 |
a.1) Obligations and restrictions relating to the syndicated loan and private debt
Both the syndicated loan and the private placement debt are subject to the achievement of certain financial ratios The main one is defined as consolidated net debt to consolidated EBITDA of the last twelve months lower than 4.0x, tested every six months, at 30 June and 31 December.
In 2020, the Group obtained approval from the banks and institutional investors for an increase in the limit of the aforementioned ratio, for the periods ending 31 December 2020 and 30 June 2021, subject to certain terms and conditions.
At 31 December 2020, the ratio, calculated on the basis of the contractually established definitions of net consolidated debt and consolidated EBITDA, was 3.0x.
In accordance with the newly established terms and conditions, the Company's Directors expect the financial leverage ratio covenant to be met in the following years.
The Group also has to fulfil certain obligations under the syndicated loan and the private placement agreement which relate mainly to disclosure requirements concerning its consolidated financial statements and negative undertakings to not perform certain transactions without the lender's and investor's consent, such as certain mergers or changes of business activity.
a.2) Guarantees given
None of Applus Group subsidiaries have their shares or other assets pledged to secure the financial debt.
The detail of the amounts drawn, by maturity, of "Non-Current Payables" and "Current Payables" is as follows:
2020
Thousands of Euros | |||||||
Limit | Short Term | Long Term | Total | ||||
2022 | 2023 | 2024 | 2025 onwards | ||||
Facility A "Term Loan" Facility B "Revolving Credit Facility" US Private Placement lenders Bilateral facilities Accrued interest Debt Arrangement expenses Credit Facilities | 200,000 400,000 230,000 - - - 170,000 | - - - 20,000 2,505 (709) 2.365 | - - - 20,000 - (709) - | - - - 10,000 - (411) - | - - - - - (120) - | 11,941 225,869 230,000 - - (182) | 11,941 225,869 230,000 50,000 2,505 (2,131) 2,365 |
Total | 1,000,000 | 24,161 | 19,291 | 9,589 | (120) | 467,628 | 520,549 |
2019
Thousands of Euros | |||||||
Limit | Short Term | Long Term | Total | ||||
2021 | 2022 | 2023 | 2024 onwards | ||||
Facility A "Term Loan" Facility B "Revolving Credit Facility" US Private Placement lenders Accrued interest Debt Arrangement expenses Credit Facilities | 200,000 400,000 230,000 - - 135,000 | - - - 2,337 (711) 54,256 | - - - - (709) - | - - - - (709) - | - - - - (411) - | 11,941 115,000 230,000 - (301) - | 11,941 115,000 230,000 2,337 (2,841) 54,256 |
Total | 965,000 | 55,882 | (709) | (709) | (411) | 356,640 | 410,693 |
8. Tax
8.1. Tax assets and tax liabilities
The detail of the current and non-current tax assets and tax liabilities at the end of 2020 and 2019 is as follows (in thousands of euros):
2020
Tax assets | Tax liabilities | |
Non-current balances: Deferred tax assets Tax credits for tax loss carryforwards (Note 8.5) Withholding taxes and other tax credits | 351 19,498 4,380 | 2,927 - - |
Total non-current balances | 24,229 | 2,927 |
Current balances: Accrued social security taxes payable VAT payable Personal income tax withholdings payable Income tax withholdings payable Income tax withholdings receivables | - - - - 9,437 | 9 848 417 82 - |
Total current balances | 9,437 | 1,356 |
2019
Tax assets | Tax liabilities | |
Non-current balances: Deferred tax assets Tax credits for tax loss carryforwards (Note 8.5) Withholding taxes and other tax credits | 466 22,573 4,380 | 2,927 - - |
Total non-current balances | 27,419 | 2,927 |
Current balances: Accrued social security taxes payable VAT payable Personal income tax withholdings payable Income tax withholdings receivables | - - - 14,483 | 10 156 112 - |
Total current balances | 14,483 | 278 |
8.2. Reconciliation of the accounting profit to the taxable profit
The reconciliation of the accounting profit (loss) to the taxable profit (tax loss) for corporate income tax purposes is as follows (in thousands of euros):
2020 2019
Accounting profit before tax | 7,408 | 43,355 |
Permanent differences | (21,379) | (47,758) |
Temporary differences | (81) | (544) |
Tax loss | (14,052) | (4,947) |
Tax profits from subsidiaries | 68,005 | 100,101 |
Tax losses from subsidiaries | (9,926) | (6,604) |
Tax base before tax consolidation adjustments | 44,027 | 88,550 |
Offset of tax losses | (11,007) | (22,137) |
Taxable profit | 33,020 | 66,413 |
Tax charge | 8,255 | 16,603 |
Offset of tax credits | (5,235) | (10,473) |
Tax withholdings and prepayments | (6,729) | (11,606) |
Corporate Income tax refundable (-) / payable(+) | (3,709) | (5,476) |
The permanent differences in 2020 relate mainly to the application of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from the Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there is evidence that the seller has effectively been taxed on an amount equal to the dividend received.
Pursuant to this rule, a portion of the dividend, has been adjusted downwards, EUR 27,208 thousand, paid by the subsidiary Applus Servicios Tecnoló gicos, S.L.U, also include the remaining amount of the dividend of EUR 14,742 thousand, of a total of EUR 41,950 thousand, which is exempt based on article 21 on Spanish Income Tax Law (see Note 10.1). It should also be noted that the Company has opted to apply the tax regime for foreign securities holding companies (ETVEs) envisaged in Articles 107 et seq. of the Spanish Income Tax Law.
The permanent differences in 2019 related mainly to the application of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from the Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there is evidence that the seller has effectively been taxed on an amount equal to the dividend received.
Pursuant to this rule, a portion of the dividend, was adjusted downwards, EUR 34,135 thousand, paid by the subsidiary Applus Servicios Tecnoló gicos, S.L.U, also included the remaining amount of the dividend of EUR 13,623 thousand, of a total of EUR 47,758 thousand, which is exempt based on article 21 on Spanish Income Tax Law (see Note 10.1).
The temporary differences for 2020 relate mainly, to the reversal of provisions considered non-deductible for tax purposes, amounting EUR 1,533 thousand and to the recognition of provisions considered non-deductible for tax purposes, amounting to EUR 1,452 thousand.
The temporary differences for 2019 related mainly, to the amount of prior years' deductible borrowing costs amounting to EUR 572 thousand recognised in 2019 pursuant to Article 16 of the Spanish Income Tax Law, and to the reversal of provisions considered non-deductible for tax purposes, amounting EUR 351 thousand.
8.3. Reconciliation of the accounting profit to the corporate income tax expense (benefit)
The reconciliation of the accounting profit to the corporate income tax expense (benefit) for 2020 and 2019 is as follows (in thousands of euros):
2020 | 2019 | |
Accounting profit before tax | 7,408 | 43,355 |
Permanent differences | (21,379) | (47,758) |
Taxable accounting loss | (13,971) | (4,403) |
Tax charge | (3,493) | (1,101) |
Adjustments and recognitions/derecognition of tax credits and others | 1,073 | 1,101 |
Deduction of unrecognised tax assets | (4,128) | (7,448) |
Total corporate income tax expense (benefit) recognised in profit or loss | (6,548) | (7,448) |
The unrecognized tax deductions applied during 2020 and 2019 financial years mainly correspond to the internal double taxation deduction.
8.4. Breakdown of corporate income tax benefit (expense)
The breakdown of the corporate income tax (benefit) expense is as follows:
Thousands of Euros | ||
2020 | 2019 | |
Current tax: Continuing operations Discontinued operations Deferred tax: Continuing operations Discontinued operations | (9,738) - | (11,046) - |
(9,738) | (11,046) | |
3,190 - | 3,598 - | |
3,190 | 3,598 | |
To Total tax expense (benefit) | (6,548) | (7,448) |
8.5. Deferred tax assets recognised
At 31 December 2020 and 2019, the prior year's tax loss carryforwards of the company recognised in the accompanying statement of financial position were as follows:
2020
Thousands of Euros | ||
Tax loss carryforwards | Tax asset recognised (Note 8.1) | |
2010 2011 | 43,764 34,230 | 10,941 8,557 |
Total | 77,994 | 19,498 |
2019
Thousands of Euros | ||
Tax loss carryforwards | Tax asset recognised (Note 8.1) | |
2009 2010 2011 | 4,348 51,715 34,230 | 1,087 12,929 8,557 |
Total | 90,293 | 22,573 |
Additionally, "Deferred Tax Assets" of the accompanying statement of financial position as at 31 December 2020 includes other positive temporary differences amounting to EUR 351 thousand in 2020 and EUR 466 thousand in 2019 (see Note 8.1).
Finally, "Deferred Tax Assets" includes EUR 4.380 thousand corresponding to the recognition of withholding taxes for domestic double taxation (same amount as for 2019) (see Note 8.1).
At the end of each year the Company's Directors analyse the recoverability of the deferred tax assets and only recognise those that they consider will probably be recovered in 10 years maximum.
The factors taken into consideration by the Company's Directors to recognise as a deferred tax asset, including tax credit for tax loss carry forwards, withholding taxes and tax credits for temporary differences at 31 December 2020, which support their future recoverability, are as follows:
- In 2020 and 2019 the consolidated tax group in Spain obtained taxable income of EUR 44,027 and EUR 83,542 thousand which enabled it to use unrecognised tax losses from prior years amounting to EUR 1,000 and 4,679 thousand respectively.
- The business plan of the tax group in Spain for the coming years will enable it to recover the deferred tax assets capitalised at 31 December 2020.
8.6. Deferred tax assets not recognised
The detail of the tax losses not recognised in the accompanying statement of financial position as at 31 December 2020 and 2019 is as follows:
Thousands of Euros | ||
Tax Loss carryforwards | Tax credit not recognised | |
2007 | 5,077 | 1,269 |
Total | 5,077 | 1,269 |
The detail of the tax credit carryforwards not recognised in the accompanying statement of financial positions at 31 December 2020 and 2019 is as follows (in thousands of euros):
Year | Description | 31/12/2020 | 31/12/2019 |
2013 2014 2015 2016 2017 2018 2019 2020 | Domestic double taxation tax credit Domestic double taxation tax credit Domestic double taxation tax credit Domestic double taxation tax credit Domestic double taxation tax credit Domestic double taxation tax credit Domestic double taxation tax credit Domestic double taxation tax credit | 13,703 4,313 4,227 3,925 4,693 4,419 5,743 4,897 | 17,962 4,313 4,227 3,996 5,021 4,727 6,144 - |
Total | 45,920 | 46,390 |
Additionally, the detail of the tax credits generated by Idiada Automotive Technology S.A. is as follows (in thousands of euros):
Year | Description | 31/12/2020 | 31/12/2019 |
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 | Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit Specific activities taxation tax credit | - - 1,118 1,600 1,161 1,470 1,138 1,000 702 156 49 | 322 1,033 1,118 1,600 1,161 1,477 1,138 1,000 720 156 - |
Total | 8,394 | 9,725 |
8.7. Open years for review and tax audits
In 2019 tax audits were commenced by the Spanish tax authorities at certain Spanish companies belonging to consolidated tax group, of income tax with number 238/08 and of VAT with number 0036/11 relating to the following taxes: Income tax (2014 to 2017), VAT (2015 to 2017) and Personal income tax withholdings and pre-payments (2015 to 2017). In 2020 these tax audits were completed and the Group received tax assessments, which it signed on an uncontested basis and paid. The tax assessment had a negative impact of EUR 1.9 million on the consolidated statement of profit and loss and a cash out impact of EUR 1.4 million on the consolidated statement of cash flows (a negative impact of EUR 1.7 million on the Company's financial statement of profit and loss and a cash out impact of EUR 1.2 million on the Company's statement of cash flows).
In general, at 2020 year-end, the years open for review for income tax were 2018-2019, for VAT 2018-2020 and for Personal income tax withholdings and pre-payments 2018-2020.
These notes to the financial statements do not include the information referred to in Article 42 bis of Royal Decree 1065/2007 in relation to persons resident in Spain, whether legal entities that are beneficiaries or holders of accounts abroad or individuals from the Company who are authorised representatives for accounts abroad held by a subsidiary of the Company non-resident in Spain, since such information is duly recorded and detailed in the Company's accounting records pursuant to Article 42 bis 4.b of Royal Decree 1065/2007.
9. Income and expenses
9.1. Revenue
The Company's revenue relates in full to transactions carried out with Group companies (see Note 10.1).
The detail of the revenue for 2020 and 2019 is as follows (in thousands of euros):
2020 | 2019 | |
Dividend revenue Finance revenue Management fee revenue | 41,950 10,434 3,016 | 47,758 14,252 3,530 |
Total | 55,400 | 65,540 |
9.2. Staff costs
The detail of "Staff Costs" in the statement of profit or loss for 2020 and 2019 is as follows (in thousands of euros):
2020 | 2019 | |
Wages and salaries Termination benefits Employer social security costs Other employee benefit costs | 2,341 204 86 393 | 3,239 - 101 58 |
Total | 3,024 | 3,398 |
The average number of employees in 2020 and 2019, by category and gender, is as follows:
2020
Category | Men | Women | Total |
Top management Middle management Supervisors | 4 1 - | - - 1 | 4 1 1 |
Total | 5 | 1 | 6 |
2019
Category | Men | Women | Total |
Top management Middle management Supervisors | 5 1 - | - - 1 | 5 1 1 |
Total | 6 | 1 | 7 |
Also, the breakdown of the workforce, by gender and category, at the end of 2020 and 2019 is as follows:
2020
Category | Men | Women | Total |
Top management Middle management Supervisors | 4 1 - | - - 1 | 4 1 1 |
Total | 5 | 1 | 6 |
2019
Category | Men | Women | Total |
Top management Middle management Supervisors | 5 1 - | - - 1 | 5 1 1 |
Total | 6 | 1 | 7 |
In 2020 and 2019, Applus Services, S.A. has no employees with a disability equal to or greater than 33%.
10. Transactions and balances with Group and related companies
10.1. Transactions with Group and related companies
The detail of the transactions with Group and related companies in 2020 and 2019 is as follows:
2020
Thousands of Euros | ||||
Dividend revenue | Finance income | Finance cost | Services rendered | |
Applus Servicios Tecnológicos, S.L.U. | 40,725 | 2,091 | 923 | 3,016 |
Applus Iteuve Technology, S.L.U. | - | 904 | 361 | - |
Arctosa Holding, B.V. | - | 142 | - | - |
Röntgen Technische Dienst Holding, B.V. | - | 1,454 | 360 | - |
Libertytown Usa 1, Inc. | - | 1,708 | - | - |
Ringal Invest, S.L.U. | - | 464 | - | - |
Libertytown Australia Pty, Ltd. | - | 465 | - | - |
Velosi Industries Sdn Bhd. | - | 506 | - | - |
Libertytown Applus Rtd Germany, Gmbh. | - | 324 | 414 | - |
Röntgen Technische Dienst, B.V. | - | 246 | 2 | - |
John Davidson & Associates Pty, Ltd. | - | 17 | 235 | - |
Applus RTD Norway, As. | - | 188 | - | - |
Applus Pty Ltd. | - | 41 | 5 | - |
Applus Norcontrol Guatemala, S.A. | - | 216 | - | - |
LGAI Technological Center, S.A. | - | 79 | 726 | - |
Velosi Certification Services L.L.C | - | 246 | - | - |
Applus Energy, S.L.U. | - | 80 | - | - |
RTD Quality Services, Inc. | - | 236 | 32 | - |
Applus Norcontrol, S.L.U. | - | - | 657 | - |
Applus Car Testing Service, Ltd. | - | 32 | 361 | - |
Applus Iteuve Euskadi, S.A.U. | - | - | 234 | - |
Novotec Consultores, S.A.U. | - | - | 136 | - |
RTD Holding Deutschland, Gmbh. | - | - | 98 | - |
Applus Velosi Canada Ltd. | - | 76 | 76 | - |
TIC Investments Chile SpA | - | 364 | - | - |
SAST International Ltd. | - | - | 712 | - |
Supervisión y Control, S.A.U. | - | - | 466 | - |
Velosi (HK) Ltd. | - | - | 350 | - |
Azul Holding, 2, S.à.r.l. | 1,225 | 9 | - | - |
Applus Singapore PTE Ltd. | - | 25 | 178 | - |
Applus Inspection Services Ireland, Ltd. | - | 1 | 176 | - |
Velosi Saudi Arabia Co Ltd. | - | - | 169 | - |
Others | - | 520 | 747 | - |
Total | 41,950 | 10,434 | 7,418 | 3,016 |
2019
Thousands of Euros | ||||
Dividend revenue | Finance income | Finance cost | Services rendered | |
Applus Servicios Tecnológicos, S.L.U. | 47,758 | 2,874 | 1,176 | 3,530 |
Applus Iteuve Technology, S.L.U. | - | 628 | - | - |
Arctosa Holding, B.V. | - | 146 | - | - |
Röntgen Technische Dienst Holding, B.V. | - | 1,358 | 811 | - |
Libertytown Usa 1, Inc. | - | 3,264 | - | - |
Ringal Invest, S.L.U. | - | 639 | - | - |
Libertytown Usa Finco, Inc. | - | - | - | - |
Libertytown Australia Pty, Ltd. | - | 583 | - | - |
Velosi Europe Ltd. | - | 17 | 14 | - |
Velosi Industries Sdn Bhd. | - | 637 | - | - |
Libertytown Applus Rtd Germany, Gmbh. | - | 586 | 26 | - |
Röntgen Technische Dienst, B.V. | - | 629 | 433 | - |
John Davidson & Associates Pty, Ltd. | - | 159 | - | - |
Applus RTD Norway, As. | - | 390 | - | - |
Applus Pty Ltd. | - | 162 | - | - |
Applus Norcontrol Guatemala, S.A. | - | 372 | - | - |
LGAI Technological Center, S.A. | - | 350 | 752 | - |
Velosi Certification Services L.L.C | - | 210 | - | - |
Applus Energy, S.L.U. | - | 111 | - | - |
RTD Quality Services, Inc. | - | 394 | 61 | - |
Applus Norcontrol, S.L.U. | - | - | 1,704 | - |
Applus Car Testing Service, Ltd. | - | - | 970 | - |
Applus Iteuve Euskadi, S.A.U. | - | - | 445 | - |
Novotec Consultores, S.A.U. | - | - | 244 | - |
RTD Holding Deutschland, Gmbh. | - | - | 144 | - |
Applus UK Ltd. | - | 182 | 44 | - |
Applus Velosi Canada Ltd. | - | 94 | 93 | - |
TIC Investments Chile SpA | - | 90 | - | - |
SAST International Ltd. | - | - | 688 | - |
Supervisión y Control, S.A.U. | - | - | 670 | - |
Velosi (HK) Ltd. | - | - | 377 | - |
Others | - | 377 | 648 | - |
Total | 47,758 | 14,252 | 9,300 | 3,530 |
On 23 June 2020, the subsidiary Applus Servicios Tecnoló gicos, S.L.U. approved the distribution of a dividend amounting to EUR 10,725 thousand out of profit for 2019. Subsequently, on 28 December 2020, the same subsidiary approved an interim dividend amounting EUR 30,000 thousand with charge to its profit for the year.
On 21 December 2020, the subsidiary Azul Holding 2 S.à .r.l. approved the distribution of a dividend amounting to EUR 1,225 thousand out of profit for 2020.
On 28 June 2019, the subsidiary Applus Servicios Tecnoló gicos, S.L.U. approved the distribution of a dividend amounting to EUR 5,758 thousand out of profit for 2018. Subsequently, on 31 December 2019, the same subsidiary approved an interim dividend amounting EUR 42,000 thousand with charge to its profit for the year.
Also, the Company has a "Management fee" agreement with Applus Servicios Tecnoló gicos, S.L.U. under which the Company charges the management, analysis and business plan development services and, overheads, among others. The amount payable under this agreement was established on the basis of a report prepared by an independent expert and is in line with market prices.
Additionally, the Company holds loans and cash pooling agreements with its subsidiaries, which generate finance income and expenses. The amount of these agreements was set based on a professional valuer's report at market rates.
10.2. Balances with Group and related companies
The detail of the balances with related companies reflected in the statement of financial position as at 31
December 2020 and 2019 is as follows:
2020
Thousands of Euros | |||||||
Long-term credits (Note 5.1) | Short-term credits (Note 5.2) | Other financial assets (Note 5.2) | Long-term loans | Short-term loans | Trade receivables | Trade payables | |
Applus Servicios Tecnológicos, S.L.U. | 52,313 | 58,596 | - | - | 37,144 | 447 | - |
Libertytown Usa 1, Inc. | 35,776 | 429 | - | - | - | - | 87 |
Applus Iteuve Technology, S.L.U. | 42,838 | 9,655 | - | - | 13,710 | - | - |
QPS Evaluation Services, Inc. | 45,378 | - | - | - | - | - | - |
Ringal Invest, S.L.U. | - | 22,360 | - | - | 56 | - | - |
Applus RTD Personal Service Gmbh. | - | 17,599 | - | - | - | - | - |
Velosi Industries Sdn Bhd. | 3,000 | 7,524 | - | - | - | - | - |
Libertytown Australia Pty, Ltd. | 8,829 | 6,163 | - | - | - | - | - |
Röntgen Technische Dienst Holding, B.V. | - | 7,426 | - | - | 133 | - | - |
Applus Iteuve Euskadi, S.A.U. | - | - | - | - | 3,134 | - | - |
LGAI Technological Center, S.A. | - | 8 | - | 24,724 | 31,228 | - | - |
Applus Inspection Services Ireland, Ltd. | - | 1 | - | - | 18,707 | - | - |
Supervisión y Control, S.A.U. | - | 5,264 | - | 38,000 | 138 | 2 | - |
Applus Car Testing Service, Ltd. | - | 4,606 | - | 9,930 | 67 | 10 | - |
Applus Norcontrol, S.L.U. | - | - | - | - | 7,275 | - | - |
Idiada Automotive Technology, S.A. | - | 1,147 | - | - | 352 | - | - |
Röntgen Technische Dienst, B.V. | - | 2,180 | - | - | 6,920 | - | - |
Norcontrol Guatemala, S.A. | 4,717 | 752 | - | - | - | 8 | - |
Arctosa Holding, B.V. | - | 6,190 | - | - | - | - | - |
John Davidson & Associates Pty, Ltd. | - | - | - | - | 18,331 | - | - |
Applus Iteuve Galicia, S.L.U. | - | 3,463 | - | - | 5 | - | - |
Applus Energy, S.L.U. | - | 3,985 | - | - | 80 | - | - |
APPLUS Pty Ltd. | - | 646 | - | - | - | - | - |
Velosi Certification Services L.L.C | - | 7,054 | - | - | 419 | 2 | - |
Applus Deutschland Inspektions-Gesellschaft, GmbH. | - | 3 | - | - | 466 | - | - |
Applus UK Ltd. | - | 729 | - | - | 2,044 | 48 | - |
Applus Velosi Canada Ltd. | - | 2,052 | - | - | 2,373 | - | - |
Azul Holding, 2, S.à.r.l. | - | 422 | 1,333 | - | - | - | - |
Norcontrol Inspección S.A. | - | - | - | 1,079 | 33 | - | - |
3C Test Limited | - | - | - | 1,477 | 15 | - | - |
RTD Quality Services, Inc. | - | 935 | - | - | 2,063 | 24 | - |
Applus II Meio Ambiente Portugal, Lda. | - | - | - | - | 3,060 | - | - |
Velosi (HK) Ltd. | - | - | - | 8,247 | 35 | - | - |
K1 Katsastajat, OY | - | - | - | 3,400 | 987 | - | - |
RTD Holding Deutschland, Gmbh. | - | - | - | - | 4,686 | - | - |
Novotec Consultores, S.A.U. | - | 325 | - | - | 1,665 | - | - |
Sast International Ltd. | - | - | - | 18,815 | 227 | - | - |
Applus Euskadi Holding, S.L. | 7,000 | 161 | - | - | 1,377 | - | - |
TIC Investments Chile SPA | 11,920 | 419 | - | - | - | - | - |
Applus Singapore PTE Ltd. | - | 1,076 | - | - | 4,702 | - | - |
Applus Norcontrol República Dominicana, S.R.L. | 255 | 39 | - | - | - | - | - |
SKC Engineering Ltd. | - | - | - | - | 2,384 | - | - |
BK Werkstofftechnik - Prüfstelle für Werstoffe GmbH. | - | - | - | - | 686 | - | - |
Applus LGAI Germany GmbH. | - | - | - | - | 386 | - | - |
Applus RTD Gulf DMCC | - | 1,866 | - | - | 2,604 | 3 | 10 |
Iteuve Canarias, S.L. | 294 | 3 | - | - | 1,305 | - | - |
Libertytown RE, S.A. | - | - | - | 1,400 | 8 | - | - |
Applus India Private Ltd | 822 | 3 | - | - | - | - | - |
SARL Apcontrol Energie et Industrie Algerie | 400 | 19 | - | - | - | - | - |
Steel Test (Pty) Ltd. | 370 | 16 | - | - | - | - | - |
Applus Norcontrol Panamá, S.A. | - | - | - | 822 | 14 | 9 | - |
Applus RTD Pte, Ltd. | - | - | - | 493 | 6 | - | - |
Tunnel Safety Testing, S.A. | - | 71 | - | - | 913 | - | - |
Others | 844 | 670 | - | 638 | 993 | 232 | 1 |
Total | 214,756 | 173,857 | 1,333 | 109,025 | 170,731 | 785 | 98 |
2019
Thousands of Euros | ||||||
Long-term credits (Note 5.1) | Short-term credits (Note 5.2) | Other financial assets (Note 5.2) | Long- term loans | Short- term loans | Trade receivables | |
Applus Servicios Tecnológicos, S.L.U. Libertytown Usa 1, Inc. Applus Iteuve Technology, S.L.U. Ringal Invest, S.L.U. Velosi Industries Sdn Bhd. Libertytown Applus RTD Germany, Gmbh. Libertytown Australia Pty, Ltd. Röntgen Technische Dienst Holding, B.V. Applus Iteuve Euskadi, S.A.U. LGAI Technological Center, S.A. Supervisión y Control, S.A.U. Applus Car Testing Service, Ltd. Applus Norcontrol, S.L.U. Idiada Automotive Technology, S.A. Applus RTD Norway, As. Röntgen Technische Dienst, B.V. Applus Norcontrol Guatemala, S.A. Arctosa Holding, B.V. John Davidson & Associates Pty, Ltd. Applus Iteuve Galicia, S.L.U. Applus Energy, S.L.U. Applus Pty Ltd. Velosi Certification Services L.L.C Applus Deutschland inspektions-Gesellschaft, Gmbh Applus UK Ltd. Applus Velosi Canada Ltd. Azul Holding, 2, S.à.r.l. Norcontrol Inspección S.A. 3C Test Limited RTD Quality Services, Inc. Applus II Meio Ambiente Portugal, Lda. Velosi (HK) Ltd. K1 Katsastajat, OY RTD Holding Deutschland, Gmbh. Novotec Consultores, S.A.U. SAST International Ltd. Applus Euskadi Holding, S.L. TIC Investments Chile SPA. Applus Singapore Pte. Ltd. Tipsma, S.L.U. Applus Norcontrol Republica Dominicana, S.R.L. SKC Engineering Ltd. BK Werkstofftechnik - Prüfstelle für Werkstoffe GmbH Applus LGAI Germany GmbH Autoservices Online, S.L.U. Others | 82,906 | 42,000 | 22,942 | 1,072 - - - - 142 - - - - - - - - - 35 - - - - - - 37 - - - - - - - - - - - - - - - - - - - - - - 173 | ||
- 48,561 40,000 - 3,000 - 8,829 33,075 - - - - - - - - 11,920 - | 82,906 780 28,155 21,441 8,651 1,953 5,683 40,598 - 12,801 4,960 - 1,007 12,454 6,453 9,680 - | 42,000 - - - - - - - - - - - - - - - - | - - - - - - - - - 24,724 23,000 9,930 - - - - - - - - - - - - - - - - | 22,942 - 40,000 102 - 51,818 - 210 10,622 359 210 18,250 48,462 3,299 - 115 - - - 19,904 28 933 - 1,281 535 7 547 538 | ||
6,449 - - - - - - - - - - - - - - - - - - - 7,000 - - 279 - - - 641 | 780 28,155 21,441 8,651 1,953 5,683 40,598 12,801 4,960 1,007 12,454 6,453 9,680 628 5,696 3,263 - 3,857 28 6,067 - 5,022 1,656 413 - - 13,291 - - - - 579 - 6,062 90 943 507 32 - - - 583 | - - - - - - - - - - 108 - - - - - - - - - - - - - - - - - - | - - 1,180 2,802 - 8,543 3,400 - - 18,658 - - - - - - - 764 | 40,000 102 51,818 210 10,622 359 210 18,250 48,462 3,299 115 19,904 28 933 1,281 535 1,553 - 21 33 2,770 149 224 4,731 6,479 267 - - 3,118 - - 1,155 547 538 500 490 | ||
Total | 159,754 | 286,239 | 42,108 | 93,001 | 241,652 | 1,459 |
"Short-term credits from Group companies" and "Short-term loans to Group companies" include accounts receivable and accounts payable with various Group companies arising from the Company's inclusion as the head of the consolidated tax group, accounts receivable amounting at 31 December 2020 to EUR 16,391 thousand and accounts payable amounting to EUR 3,614 thousand (2019: accounts receivable EUR 25,723 thousand and accounts payable EUR 5,958 thousand) (see Note 4.3).
In addition, under "Current Receivables" and "Current Payables", amounts of EUR 146,668 thousand and EUR 166,055 thousand are recognised, respectively, in relation to the cash-pooling agreement maintained with the other Group companies (EUR 193,998 and EUR 194,698 thousand respectively in 2019).
"Long-term credits to Group companies" include loans with related parties, which have a maturity between 2023, 2024 and 2028.
Also, under "Other financial assets" there are recognized the dividends receivable at the end of 2020 and 2019 (see Note 5.2).
Group credits and loans generate an interest at market rates.
10.3. Disclosures on Directors and Senior Executive
As a result of the COVID-19 crisis, the Company's Board of Directors decided to reduce by 30% of the Executive Directors' fixed remuneration and by 30% of the Independent Directors' during the state of emergency and period of maximum uncertainty. Likewise, the Seniors Executives reduced its fixed remuneration by 25% for the same period. This measure impacted for a period of three months.
Remuneration of and obligations to the Board of Directors
The detail of the remuneration (social benefits included) earned by the Executive Directors and the Company's Directors at 2020 and 2019 year-end is as follows:
a) Annual remuneration:
Thousands of Euros | ||||||
31/12/2020 | 31/12/2019 | |||||
Executive Directors | Members of the Board of Directors | Total | Executive Director | Members of the Board of Directors | Total | |
Fixed remuneration Variable remuneration Other items | 999 382 91 | - - - | 999 382 91 | 1,075 775 81 | - - - | 1,075 775 81 |
Non-Executive Chairman and Independent Directors | - | 620 | 620 | - | 646 | 646 |
Corporate Social Security Committee | - | 46 | 46 | - | 50 | 50 |
Appointments & Compensation Committee | - | 65 | 65 | - | 70 | 70 |
Audit Committee | - | 83 | 83 | - | 84 | 84 |
Total | 1,472 | 814 | 2,286 | 1,931 | 850 | 2,781 |
The fixed remuneration of the Executive Directors includes a portion in the form of RSUs amounting to EUR 58 thousand per year. In February 2018, 2019 and 2020, 5,159, 5,838 and 5,317 RSUs, respectively, were granted. These RSUs will be convertible to shares three years after the date on which they were granted. In February 2020 the Company effected delivery of 3,172 net shares relating to the plan granted in February 2017.
59.51% of the Executive Directors' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. These RSUs amounted to EUR 222 thousand in the year. At 2020 year-end, three RSU plans were in force, having been granted in March 2018, 2019 and 2020 for 7,425, 30,607 and 34,645 RSUs, respectively. In February 2020 the Company effected delivery of 8,384 net shares.
The plans in force at the end of the year in relation to the RSUs granted in 2018, 2019 and 2020 can be consulted in the Remuneration Report.
b) Long-term incentive ("LTI"):
Under the remuneration policy in force, the Executive Directors shall annually receive PSUs (performance stock units) that are convertible into shares of the Company three years after the date on which they are granted. The expense recognised in 2020 in this connection amounted to EUR 0 thousand due to an unfulfillment of the variables defined for the achievement of the plan granted in 2018. At 2020 year-end, three PSU plans were in force, having been granted in 2018, 2019 and 2020 for 44,964, 50,874 and 46,338 PSUs, respectively. The detail of the PSU plans in force can be consulted in the Remuneration Report. In February 2020 the Group effected delivery of 47,786 net shares relating to the plan granted in February 2017.
In 2020 the Executive Directors and the members of the Board of Directors did not earn or receive any termination benefits.
The pension plan benefits earned by the executive directors in 2020 amounted to EUR 53 thousand.
At 31 December 2020, no loans or advances had been granted to the members of the Company's Board of Directors.
Lastly, Applus Services, S.A. took out a third-party liability insurance policy. The insureds under this policy are the directors and executives of the Group companies the Parent of which is Applus Services, S.A. The directors of Applus Services, S.A. are included among the insureds of this policy. The premium paid in 2020 for this insurance policy amounted to EUR 89 thousand (2019: EUR 75 thousand).
The Company's Executive Directors comprised 2 men at 31 December 2020 and 2019.
The Company's Directors comprised 7 men and 3 women at 31 December 2020 and 2019.
Remuneration of and obligations to Senior Executives
Senior Executives are those who are part of the Group's Executive Committee according to actual accounting legislation.
The breakdown of the remuneration earned in 2020 and 2019 by the Senior Executives is as follows:
a) Annual remuneration:
Thousands of Euros | ||
2020 | 2019 | |
Fixed remuneration Variable remuneration Other items | 267 88 28 | 463 288 52 |
Termination benefits | 204 | - |
Pension plans | 6 | 12 |
Total | 593 | 815 |
52.65% of the Senior Executives' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. The RSU plans in force at the end of 2020 relate to the RSUs granted in February 2018, 2019 and 2020 for 5,852, 7,978 and 8,582 RSUs, respectively. In March 2020 the Group effected delivery of 5,937 net shares relating to the plans granted in 2017 (40%), 2018 (30%) and 2019 (30%). EUR 83 thousand were charged to the financial statement of profit or loss for 2020 in this connection.
b) Multiannual remuneration and long-term incentive in PSUs:
Under the current remuneration policy, certain of the Senior Executives annually receive PSUs (performance stock units) that are convertible into shares of the Company three years after the date on which they are granted. The expense recognised in this connection amounted to EUR 25 thousand in 2020. The PSU plans in force at the end of 2020 relate to the PSUs granted in February 2019 and 2020 for 5,004 and 3,418 PSUs, respectively.
Also, the Applus Group has life insurance obligations to certain Senior Executives; the related expense is included under "Other Items" in the tables above.
The Senior Executives comprise two men at 31 December 2020 (31 December 2019: two men).
Information relating to conflict of interest on the part of the Directors
It is hereby stated that the Directors, their individual representatives and their related persons thereto, do not hold any investments in the share capital of companies engaging in identical, similar or complementary activities to those of the Company or hold positions or discharge duties thereat, other than those held or discharged at the Applus Group companies, that could give rise to a conflict of interest as established in Article 229 of the Spanish Companies Act.
11. Foreign currency balances and transactions
At 31 December 2020, the Company had granted loans in currencies other than the euro amounting to EUR 151,814 thousand (31 December 2019: EUR 144,842 thousand) and had received foreign currency loans amounting to EUR 149,919 thousand (31 December 2019: EUR 87,626 thousand).
The Company's statement of profit or loss includes finance income in currencies other than the euro amounting to EUR 4,615 thousand at 31 December 2020 (31 December 2019: EUR 3,156 thousand) and finance costs in currencies other than the euro amounting to EUR 3,213 thousand (31 December 2019: EUR 1,471 thousand).
As a result of these balances, the Company's statement of profit or loss includes foreign exchange differences amounting to EUR 3,316 thousand (31 December 2019: EUR 2,152 thousand).
The loans granted to the Company relate mainly to loans with Group companies arranged basically in US dollars, Canadian dollars and Australian dollars.
12. Other disclosures
12.1. Fees paid to auditors
In 2020 and 2019, the fees billed for financial audit and other services provided by the auditor of the Company, Deloitte, S.L., and companies related to these auditors as a result of a relationship of control, common ownership or common management, were as follows (in thousands of euros):
Description | 2020 | 2019 |
Audit services Other attest services | 254 154 | 234 164 |
Total audit and related services | 408 | 398 |
Tax counselling services Other services | - - | 63 - |
Total professional services | 408 | 461 |
12.2. Obligations and other guarantees
The Company had contracted certain obligations and guarantees derived from the financing agreement described in Note 7. These obligations include reporting obligations relating to the Group's financial statements and business plans; the obligation to take certain measures such as guaranteeing accounting closes, refrain from performing certain transactions without the consent of the lender, such as mergers, changes of business activity, share redemptions, and the financial obligation to achieve certain financial ratios, among others.
At 31 December 2020 and 2019, the Company's shares had not been pledged.
At 31 December 2020 and 2019, no banks had provided the Company with guarantees to third parties.
12.3. Disclosures on the payment periods to suppliers
Detailed below is the information required by the Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), which was prepared in accordance to the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on information to be incorporated in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.
2020
2019
Days
Average payment period to suppliers Ratio of transactions settled
Ratio of transactions not yet settled
45 46 41
41 43 22
Total payments made Total payments outstanding
Amount (Thousands of Euros)
2,036 335
2,623 365
The data shown in the foregoing table in relation to payments to suppliers relate, pursuant to the ICAC
Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December.
Suppliers, solely for the purpose of disclosing the information provided for in this resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current Liabilities - Trade and Other Payables" in the accompanying statement of financial position.
"Average Payment Period to Suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.
The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December, on combating late payment in commercial transactions, is 30 days. This period may be extended by agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2019).
However, most of this pending payment at year end has been paid during the first two months of the year 2021.
12.4. Amendment or extinguishment of agreements
In 2020 no transactions outside the course of the Company's ordinary business operations arose which required the amendment or early extinguishment of any agreement between the Company and any of its directors or persons acting on their behalf.
13. Events after the reporting period
In 2021 and until the date of authorisation for issue of these financial statements, no relevant events took place other than those already included in these financial statements and, in particular, in relation to the current management of the COVID-19 situation, the consequent situation and the gradual recovery of the business of the Group, of which the Company is the Parent, that should be included in, or modify or significantly affect these financial statements for 2020.
14. Explanation added for translation to English
These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company (see Note 2.1). Certain accounting practices applied by the Company that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company. This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
Applus Services, S.A.
Directors' Report for the year ended 31 December 2020
Formally prepared by the directors of Applus Services, S.A. in relation to the year ended 31 December 2020.
Dear Shareholders:
We are pleased to submit to you this report on the Company's performance in 2020 and on its progress up to the present date.
Company performance and earnings
Revenue for the year has decreased compared to 2019, mainly due to lower dividend income received from subsidiaries mainly due to COVID-19 crisis and lower results from the company's subsidiaries.
In addition, an impairment of EUR 20,000 thousand was done impacting the results as per the re-estimation of the value of the ownership equity of the company's subsidiaries, see note 5.1
Financial result has been lower than in 2019 mainly due to the foreign exchange impact as per the change in the balances in currencies other than Euro and the depreciation of many of them against Euro.
The aforementioned variations enabled the profit before taxes to be significantly lower than in 2019.
The Board of Directors will propose to the shareholders in the General Annual Meeting a dividend of 15 cents per share (2019: nil). This is equivalent to EUR 21.5 million (2019: nil). 2019 dividend was cancelled as a preventive measure response to the worldwide pandemic.
The financing agreement on the syndicated bank debt of the group is sufficient to ensure the liquidity needs in the medium and long term.
Main risks
The main risks to which the Company is exposed are those typically faced by a holding company and the industry in which its subsidiaries operate.
The policy of the Directors is to take decisions that they may consider appropriate in order to mitigate any kind of risk related to the Company's activities.
Treasury share transactions
At 31 December 2020, the Company held a total of 317,809 treasury shares at an average cost of EUR 8.38 per share. The value of these treasury shares amounted to EUR 2,664 thousand.
At 31 December 2019, the Company holds a total of 343,849 treasury shares at an average cost of EUR 11.93 per share. The value of these treasury shares amounts to EUR 4,102 thousand.
Use of financial instruments
The Group policy establishes the use of financial derivatives to eliminate or significantly reduce certain interest rate and foreign currency risks relating to its assets if needed. The Company do not hold any derivative financial instruments at the end of 2020.
Significant events after the reporting period
No events have occurred since 31 December 2020 other than those described in Note 13 of the accompanying financial statements.
Disclosures on the payment periods to suppliers
Information on deferred payments made to suppliers is detailed in Note 12.3 of the Annual Accounts report for the year ended 31 December 2020.
Annual Corporate Governance Report
The annual Corporate Governance report can be consulted in the in the Applus Group web page and in the "Comisió n Nacional de Mercado de Valores (CNMV)".
www.cnmv.es
www.applus.com
Appendix I - Companies included in the scope of consolidation
Name Registered office Line of business Active / Inactive | Applus Servicios Tecnológicos, S.L.U Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) Holding company Active | Azul Holding 2, S.à.r.l. 7, rue Robert Stümper | L-2557 Luxembourg (Luxembourg) Holding company Active | Libertytown RE, SA 23 avenue Monterey, L-2163 (Luxemburg) Captive reinsurance company Active | Applus Iteuve Argentina, S.A. Reconquista 661 - Piso 2, C 1003 Ciudad de Buenos Aires (Argentina) Vehicle roadworthiness testing Active | Applus Santa Maria del Buen Ayre, S.A. Jurisdicción de la Ciudad autónoma de Buenos Aires (Argentina) Right and compliance of the obligations corresponding to public services concessions relating to the obligatory Technical Verification of Vehicles Active | Revisiones Técnicas Applus del Ecuador Applusiteuve, S.A. Avda Patria nºE4-41 Intersección Avda Amazonas edificio Patria Piso 10 Oficina 01, Pichincha, Quito (Ecuador) Vehicle roadworthiness testing Active | Applus Iteuve Brasil Serviços LTDA Avenida Paulista 726, Cj. 1207, 12ª andar, Sala 36, Sao Paulo (Brazil) Holding company Active | |
Applus Uruguay, S.A. | ||||||||
Guayabos nº 1718, escritorio 505 Montevideo (Uruguay) Vehicle roadworthiness testing Active | ||||||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | 100% - Full consolidation | 100% - Full consolidation | 100% - Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation |
Name Registered office Line of business Active / Inactive | Applus Technologies, Inc. 3225 Gateway Road, Suite 450, Brookfield, WI 53045 (USA) Vehicle roadworthiness testing Active | Janx Holding, Inc 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) Certification services through non-destructive testing Active | Jan X-RAY Services, Inc. 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) Certification services through non-destructive testing Active | Libertytown USA 1, Inc. 615, Dupont Highway, Kent County Dover, State of Delaware (USA) Holding company Active | Libertytown USA Finco, Inc. 615, Dupont Highway, Kent County Dover, State of Delaware (USA) Holding company Active | Applus Iteuve Technology, S.L.U Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) Vehicle roadworthiness testing Active | IDIADA Automotive Technology, S.A L'Albornar, s/n PO BOX 20, 43710 Sta Oliva. Tarragona (Spain) Engineering, testing and certification Active | Applus Argentina, S.A. Reconquista 661 - Piso 2, C 1003 Ciudad de Buenos Aires (Argentina) Holding company Active |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 80% Full consolidation | - 100% Full consolidation |
Name Registered office Line of business Active / Inactive | IDIADA Fahrzeugtechnik, GmbH. Manfred Hochstatter Strasse 2, 85055 Ingolstadt (Germany) Engineering, testing and certification Active | CTAG-Idiada Safety Technology, S.L. Polígono A Granxa, Parcelas 249-250. 36410 Porriño, Pontevedra (Spain) Engineering, testing and certification Active | Applus Iteuve Euskadi, S.A., Sociedad Unipersonal Polígono Ugaldeguren I Parcela 8, 48710 Zamudio, Vizcaya (Spain) Vehicle roadworthiness testing Active | Applus Danmark, A/S Høje Taastrup Boulevard 23, 2th, 2630 Taastrup (Denmark) Vehicle roadworthiness testing Active | IDIADA CZ, A.S. Prazska 320/8,500 04, Hradec Králové (Czech Republic) Engineering, testing and certification Active | K1 Kasastajat, OY Joukahaisenkatu 6, 20520 Turku Finland Vehicle roadworthiness testing Active | ||
Applus Chile, S.A. Avenida Américo Vespucio 743 - Huechuraba - Santiago de Chile (Chile) Vehicle roadworthiness testing | Applus Revisiones Técnicas de Chile, S.A. Avenida Américo Vespucio 743 - Huechuraba - Santiago de Chile (Chile) Vehicle roadworthiness testing | |||||||
Active | Active | |||||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 80% Full consolidation | - 40% Full consolidation | - 100% | - 100% | - 100% Full consolidation | - 80% Full consolidation | - 100% Full consolidation | |
- | ||||||||
100% Full consolidation | ||||||||
Full consolidation | Full consolidation | |||||||
Name Registered office Line of business Active / Inactive | Inspecció Tècnica de vehicles i serveis, S.A. Ctra de Bixessarri s/n, Aixovall AD600 (Andorra) Vehicle roadworthiness testing Active | Idiada Automotive Technology India PVT, ltd Unit no. 206, 2nd Floor,Sai Radhe Building Raja Bahadur Mill Road, off Kennedy Road, Pune 411 001 (India) Engineering, testing and certification Active | Shangai IDIADA Automotive Technology Services Co., Ltd Jucheng Pioneer Park, Building 23, 3999 Xiu Pu Road, Nan Hui 201315 Shanghai (Pudong District) (China) Engineering, testing and certification Active | Applus Euskadi Holding, S.L.U. Polígono Ugaldeguren, 1 parcela 8, Zamudio, Vizcaya (Spain) Holding company Active | Applus Car Testing Service, Ltd. 3026 Lakedrive, Citywest Business Campus, Naas Road, Dublin 24 (Ireland) Vehicle roadworthiness testing Active | Idiada Tecnologia Automotiva, Ltda. Cidade de São Bernardo do Campo, Estado de São Pulo, na Rua Continental, nª 342, Vila Margarida, CEP 09750-060 (Brasil) Engineering, testing and certification Active | Idiada Automotive Technology UK, Ltd. St Georges Way Bermuda Industrial Estate, Nuneaton, Warwickshire CV10 7JS (UK) Engineering, testing and certification Active | Shangdong Idiada Automotive and tire proving ground Co, Ltd Room 302, No.1 industrial building of West Jin Hui Road, South Qi Xiao (China) Engineering, testing and certification Active |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 50% Full consolidation | - 80% Full consolidation | - 80% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 80% Full consolidation | - 80% Full consolidation | - 80% Full consolidation |
NameApplus Iteuve Galicia,
S.L.U.
Inversiones Finisterre,
S.L.
Supervisión y Control,
S.A.U.
RITEVE SyC, S.A.
Inspecciones y Avalúos
SyC, S.A.
Idiada Automotive Technology Rus, LLC
Applus Idiada Karco Engineering, LLC
IDIADA Automotive Technology USA, LLCRegistered office
Ctra. N-VI, Km. 582,6 - 15168 Espiritu Santo - Sada, A Coruña (Spain)
Estación I.T.V. de O Espíritu Santo.Ctra. N-
VI, Km. 582 15168 Espiritu Santo - Sada,
A Coruña (Spain)Estación I.T.V. de O Espíritu Santo.Ctra. N-VI, Km. 582 - 15168 Espiritu Santo - Sada,
A Coruña (Spain)Lagunilla de Heredia, ciento cincuenta metros al este de la Bomba Texaco (Costa Rica)
Heredia, Cantón Central, Distrito Ulloa, Lagunilla, 150 metros este de la Bomba Uno
(Costa Rica)Russian Federation,
603004, Nijniy Novgorod, prospect Lenina, 115 (Russia).
9270 Holly Road. 92301 Adelanto. Californa (USA)
9270 Holly Road, Adelanto, CA 92301
(USA).
Line of business
Holding companyHolding companyVehicle roadworthiness testing
Vehicle roadworthiness testing
Engineering, testing and certification
Active / Inactive
Active
Active
Active
Active
Active
Active
Active
ActiveOwnership interest held by Group companies: Direct
Indirect
Method used to account the investment
- 100%
Full consolidation
- 80%
Full consolidation
- 80%
Full consolidation
- 44%
- 44%
Full consolidation
- 80%
Full consolidation
- 67%
Full consolidation
- 80%
Full consolidation
Name Registered office Line of business Active / Inactive | CTAG - Idiada Safety Technology Germany, GmbH Manfred-Hochstatter- Straße 2, 85055 Ingolstadt (Germany) | Applus Inspection Services Ireland, Ltd. | Idiada Automotive Technology Mexico S de RL de CV Carretera Lateral Mexico Puebla, 7534, 72110, Puebla (Mexico) Engineering, testing and certification | Iteuve Canarias, S.L. Los Rodeos, Camino de San Lázaro, 166, 38206 San Cristobal de la Laguna, Santa Cruz de Tenerife (Spain) | Iteuve Canarias XXI, S.L. Los Rodeos, Camino de San Lázaro, 166, 38206 San Cristobal de la Laguna, Santa Cruz de Tenerife (Spain) | Iteuve Canarias Aeropuerto el Matorral, S.L. C/ Concejal Garcia Feo, número 30, Las Palmas de Gran Canaria, Las Palmas (Spain) | Iteuve India Private Limited 1 & 2 Upper Ground Floor, Kanchenjunga Building 18, Barakhamba Road, Connaught Place New Delhi 110001 (India) | |
Inversiones y Certificaciones Integrales SyC, S.A. Heredia-Heredia Ulloa, exactamente en Lagunilla, cien metros este de la Bomba Uno, edificio a mano derecha color blanco (Costa Rica) | ||||||||
3026 Lake drive, Citiwest business campus, Naas Road, Dublin 24 (Ireland) | ||||||||
Engineering, testing and certification | Business and management services advice | Vehicle roadworthiness testing | Vehicle roadworthiness testing Active | Holding Company Active | Vehicle roadworthiness testing Active | Vehicle roadworthiness testing Active | ||
Active | Active | Active | Active | |||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 40% Full consolidation | |||||||
- 89% Full consolidation | - 100% Full consolidation | - 80% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 50% Full consolidation | - 100% Full consolidation | ||
Name Registered office Line of business Active / Inactive | Besikta Bilprovning i Sverige Holding AB Källvattengatan 7, SE-212 23 MALMÖ (Sweden) | Besikta Bilprovning i Sverige AB Källvattengatan 7, SE-212 23 MALMÖ (Sweden) | ClearCar AB Källvattengatan 7, SE-212 23 MALMÖ (Sweden) | CRpplus Services Costa Rica S.A. Provincia de Heredia, cantón Heredia, distrito Ulloa, cien metros Este de la estacion de servicio UNO, oficinas centrales del Country Manager (Costa Rica) | ZYX Metrology S.L.U. Torre Mateu nº 29, de Ripollet (Spain) | Reliable Analysis Inc. 32201 N. Avis Drive, Madison Heights, MI 48071 (USA) | Shanghai Reliable Auto Analysis Testing Ltd. 12A, Lane 1365, Kangqiao East Road, Kangqiao Industrial Zone, Pudong New Area, Shanghai (China) | Liuzhou Reliable Auto Analysis Testing Ltd. No.417, 4th Floor, Building 7, No.12 Fuxin Road, Liuzhou (China) |
Vehicle roadworthiness testing Active | Vehicle roadworthiness testing Active | Vehicle roadworthiness testing Active | General trading activity Active | Performing engineering, industrial metrology, calibration and legal metrology services Active | Testing and certification in the fields of EMC, electrical components, non-electrical components and materials for original equipment manufacturers and their suppliers Active | Testing and certification in the fields of EMC, electrical components, non-electrical components and materials for original equipment manufacturers and their suppliers Active | Testing and certification in the fields of EMC, electrical components, non-electrical components and materials for original equipment manufacturers and their suppliers Active | |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | ||||||||
- 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 95% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | |
Name Registered office Line of business Active / Inactive | Shanghai Reliable Testing Technology Ltd. Building 5, No.450 Yinxi Road, Jiuting Town, Songjiang District, Shanghai (China) | QPS Evaluation Services Inc 8-81 Kelfield Street, Toronto, Ontario, M9W 5A3 (Canada) | QPS America, Inc 2271 Centreville Road, Suite 400, Wilmington, Delaware, 19808 (USA) | QPS Europe B.V. Berg en Dalsewerg 122, 6522 BW Nijmegen (The Netherlands) | Applus Ingenieria y Consultoria, SAS | LGAI Technological, Center, S.A. | Applus México, S.A. de C.V. Blvd. Manuel Avila Camacho 184, Piso 4-A, Col. Reforma Social, C.P. 11650 México D.F. (Mexico) Quality system audit and certification Active | LGAI Chile, S.A. Alberto Henckel 2317, Providencia, Santiago de Chile (Chile) Quality system audit and certification Active |
Calle 17, núm. 69-46 Bogotá (Colombia) | Campus de la UAB,Ronda de la Font del Carme, s/n, 08193 Bellaterra-Cerdanyola del Vallès. Barcelona (Spain) | |||||||
Certification Active | ||||||||
Testing and certification in the fields of EMC, electrical components, non-electrical components and materials for original equipment manufacturers and their suppliers Active | Testing, certification, field evaluation and other related services to enable customers to meet their regulatory, national and international requirements, including but not limited to those related to the product safety of electrical & electronic equipment Active | Testing, certification, field evaluation and other related services to enable customers to meet their regulatory, national and international requirements, including but not limited to those related to the product safety of electrical & electronic equipment Active | Testing, certification, field evaluation and other related services to enable customers to meet their regulatory, national and international requirements, including but not limited to those related to the product safety of electrical & electronic equipment Active | Civil engineering and consulting services in energy, rail and road infrastructure, building, sanitation and supply and telecommunications Active | ||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 95% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | |||||
- 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 88% Full consolidation | ||||
Name Registered office Line of business Active / Inactive | Applus Costa Rica, S.A Oficentro Ejecutivo La Sabana, Edificio 6, 4 piso, San José (Costa Rica) Quality system audit and certification Active | Applus Norcontrol, S.L., Sociedad Unipersonal Crta. Nacional VI-Km 582, 15168, Sada, A Coruña (Spain) Inspection, quality control and consultancy services Active | Novotec Consultores, S.A., Sociedad Unipersonal Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) Services related to quality and safety in industrial plants, buildings, etc. Active | Applus Panamá, S.A Calle Jacinto Palacios Cobos, Edificio 223, piso 3, locales A y C, Ciudad del Saber; Clayton, Ciudad de Panamá (Panama) Certification Active | Applus Norcontrol Panamá, S.A. Calle Jacinto Palacios Cobos, Edificio 223, piso 3, locales A y C, Ciudad del Saber; Clayton, Ciudad de Panamá (Panama) Inspection, quality control and consultancy services Active | Norcontrol Chile, S.A. Agustinas Nº 640, Piso 9, Santiago de Chile (Chile) Inspection, quality control and consultancy services Active | Norcontrol Inspección, S.A. de C.V. - México Blvd. Manuel Avila Camacho 184, Piso 4-B, Col. Reforma Social, C.P. 11650 México, D.F (Mexico) Inspection, quality control and consultancy services Active | Applus Norcontrol Guatemala, S.A. Km 14,5 Carretera a El Salvador, Santa Catarina Pínula (Guatemala) Inspection, quality control and consultancy services Active |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 95% Full consolidation | - 95% Full consolidation | - 100% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 95% Full consolidation |
Name Registered office Line of business Active / Inactive | Applus Norcontrol Colombia, Ltda Calle 17, núm. 69-46 Bogotá (Colombia) Inspection, quality control and consultancy services Active | Norcontrol Nicaragua, S.A. Colonia Los Robles, Km. 6,500 Carretera Masaya, Managua (Nicaragua) Inspection, quality control and consultancy services Active | Röntgen Technische Dienst Holding BV Delftweg 144, 3046 NC Rotterdam (The Netherlands) Holding company Active | Applus Czech Republic, s.r.o. U Stadionu 89, 530 02 Pardubice (Czech Republic) Certification services through non-destructive testing Active | Applus RTD Deutschland inspektions-Gesellschaft, Gmbh Industriestraße 34 b, 44894 Bochum (Germany) Certification services through non-destructive testing Active | Röntgen Technische Dienst B.V. Delftweg 144, 3046 NC Rotterdam (The Netherlands) Certification services through non-destructive testing Active | RTD Quality Services, Inc (Canada) 5504 36 St NW, Edmonton, AB T6B 3P3 (Canada) Certification services through non-destructive testing Active | RTD Quality Services Nigeria Ltd. Warri Boat Yard, 28 Warri/Sapele Road, Warri, Delta State (Nigeria) Certification services through non-destructive testing Active |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 96% Full consolidation | - 95% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 49% Full consolidation |
Name Registered office Line of business Active / Inactive | Applus RTD USA, Inc. 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) Certification services through non-destructive testing Active | RTD Holding Deutschland, Gmbh Industriestr. 34. D-44894, Bochum (Germany) Holding company Active | Applus RTD PTE, Ltd (Singapore) 521 Bukit Batok St 23, Unit 05-E, Singapore (Singapore) Certification services through non-destructive testing Active | Applus Colombia, Ltda. Calle 17, núm 69-46, Bogotá (Colombia) Certification Active | Applus (Shangai) Quality inspection Co, Ltd Jucheng Industrial Park, Building 23, 3999 Xiu Pu Rd, Nan Hui, Shanghai 201315 (China) Inspection services in quality processes, production processes, technical assistance and consultancy Active | Applus RTD Certification, B.V. Delftweg 144, 3046 NC Rotterdam (The Netherlands) Certification services through non-destructive testing Active | Arctosa Holding, B.V. Delftweg 144, 3046 NC Rotterdam (The Netherlands) Holding company Active | |
Applus PTY, Ltd (Australia) | ||||||||
94 Discovery Drive, Bibra Lake WA 6163 (Australia) Certification services through non-destructive testing Active | ||||||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation |
Name Registered office Line of business Active / Inactive | Libertytown USA 2, Inc. 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) Holding company Active | Libertytown Australia, PTY, Ltd. 94 Discovery Drive, Bibra Lake WA 6163 (Australia) Holding company Active | Applus UK, Ltd Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 8YE, Scotland (UK) Certification services through non-destructive testing Active | Applus RTD SP, z.o.o. Raclawicka, 19, 41-506 Chorzów (Poland) Certification services through non-destructive testing Active | Applus Energy, S.L.U. Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) Provision of advisory services and auditing in the energy sector Active | RTD Slovakia, s.r.o. Udernicka 11; 851 01; Bratislava, (Slovakia) Certification services through non-destructive testing Active | Autoservices Online, S.L.U. Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) Provision of services related to the automotive sector and vehicle and road safety, engineering processes, training design, testing, homologation and certification, as well as technical audits of automotive establishments Active | APP Management, S. de R.L. de C.V. Blvd. Manuel Avila Camacho 184, Piso 4-A, Col. Reforma Social, C.P. 11650 México D.F. (Mexico) Provision of professional, technical, administrative and human resources services Active |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation |
Name Registered office Line of business Active / Inactive | Libertytown Applus RTD Germany Gmbh Industrie Strasse 34 b, 44894 Bochum (Germany) Holding company Active | Applus Norcontrol Maroc, Sarl INDUSPARC Module N°11BD AHL LOGHLAM Route de Tit Mellil Chemin Tertiaire 1015 Sidi Moumen 20400, Casablanca (Morocco) Inspection, quality control and consultancy services Active | Applus RTD Gulf DMCC. 16th Floor, Office 1601, Swiss Tower, Jumeirah Lake Towers, PO Box 337201, (United Arab Emirates) Certification services through non-destructive testing Active | Applus Qualitec Serviços de Engenheria, Ltda. Cidade de Ibirité, Estado de Minas Gerais, na Rua Petrovale, quadra 01, lote 10, integrante da área B, nª450, Bairro Distrito Industrial Marsil, CEP 32.400-000 (Brazil) Certification services through non-destructive testing Active | Applus Lgai Germany, Gmbh Zur Aumundswiede 2, 28279 Bremen (Germany) Certification Active | BK Werstofftechnik- Prufstelle Für Werkstoffe, Gmbh Zur Aumundswiede 2, 28279 Bremen (Germany) Certification Active | Ringal Brasil Investimentos, Ltda. Cidade de Ibirité, Estado de Minas Gerais, na Rua Petrovale, quadra 01, lote 10, integrante da área B, nª450, Bairro Distrito Industrial Marsil, CEP 32.400-000 (Brazil) Holding company Active | Assinco-Assesoria Inspeçao e Controle, Ldta Rua Petrovale, quadra 01, lote 10, integrante da area B, nº 450, Bloco 2 - 1º andar, Bairro Distrito Industrial Marsil, EP 32400-000 Cidade de Ibirité, Estado de Minas Gerais (Brazil) Inspection, quality control and consultancy services Active |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 100% Full consolidation | - 95% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 100% Full consolidation | - 100% Full consolidation |
Name Registered office Line of business Active / Inactive | Applus Norcontrol Perú, S.A.C. Avenida el Derby, 254, Oficina 901. Edificio Lima Central Tower. Surco. Lima (Peru) Inspection, quality control and consultancy services Active | Kiefner &Associates Inc. 4480 Bridgeway Avenue, Suite D, Columbus, Ohio 43219 (USA) Certification services through non-destructive testing Active | John Davidson & Associates PTY, Ltd Unit 9, 783 Kingsford Smith Drive, Eagle Farm, Queensland 4009 (Australia) Provision of executive recruitment services Active | Applus PNG Limited Unit 11, Section 53, Allotment 15 & 16, Ume Street, Gordons, Port Moresby, National Capital District, (Papua New Guinea) Provision of executive recruitment services Active | PT Applus Energi dan Industri Gedung Pondok Indah Office Tower 2, Lantai 16, Suite 1602, Jalan Sultan Iskandar Muda Kav. VTA RT 004 RW 003 Pondok Pinang Kebayoran Lama, Jakarta Selatan 12310 (Indonesia) Provision of technical engineering and planning, conservation and operational services, technical training and human resource development Active | Applus Norcontrol Consultoría e Ingeniería, SAS Calle 17, núm. 69-46 Bogotá (Colombia) Inspection, quality control and consultancy services in the industry and services sector Active | Applus Laboratories, AS. Langmyra 11, 4344 Bryne (Norway) Certification Active | |
Applus Mongolia, LLC | ||||||||
3a planta, San Business Centre, Sukhbaatar District, 8th Khoroo, Baga toiruu, Street 29 of Prime Minister Amar, Ulaanbaatar (Mongolia) Provision of human resources consultancy in the area of recruitment, placement candidates and related services Active | ||||||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 96% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 0% Full consolidation | - 94% Full consolidation | - 100% Full consolidation | - 95% Full consolidation |
Name Registered office Line of business Active / Inactive | Applus Arabia L.L.C Dammam (Saudi Arabia) Certification Active | Applus II Meio Ambiente Portugal, Lda Complexo Petroquímico, Monte Feio, 7520-954 Sines (Portugal) Inspection, quality control and consultancy services Active | Ringal Invest, S.L.U Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) Holding company Active | Applus Velosi DRC, Sarl. Lubumbashi, Avenue Lumumba, N. 1163, Quartier Industriel, Commune Kampemba (Congo) Provision of permanent contract services Active | Ingelog Consultores de Ingeniería y Sistemas, S.A. Agustinas Nº 640, Piso 9, Santiago de Chile (Chile) Counseling and consulting services in the areas of engineering, infrastructure, environment, etc. Active | Ingelog Servicios Generales, Ltda (Sergen) Agustinas Nº 640, Piso 9, Santiago de Chile (Chile) Provision of transport and rental of vehicles Active | Ingelog Guatemala Consultores de Ingeniería y Sistemas, S.A. Ciudad de Guatemala (Guatemala) Counseling and consulting services in the areas of engineering, infrastructure, environment, etc. Active | Ingeandina Consultores de Ingeniería, S.A.S. Calle 17, núm. 69-46 Bogotá (Colombia) Counseling and consulting services in the areas of engineering, infrastructure, environment, etc. Active |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 48% Full consolidation | - 95% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation |
Name
Ingelog Costa Rica S.A.
NRAY Services, Inc.
Applus RTD USA Aerospace Holding, Inc.
X-RAY Industries, Inc.
Composite Inspection
Solutions, LLC.
Applus Laboratories
USA, Inc.
Arcadia Aerospace
Industries, Llc.
Applus RTD USA
Services, Inc.
Registered officeSan José de Costa Rica, calle treinta y uno, avenidas nueve y once, Barrio Escalante
(Costa Rica)
56A Head Street, Dundas, ON L9H 3H7
(Canada)
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA)
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA)
1961 Thunderbird, Troy Michigan 48084 (USA)
615 S. DuPont Highway, Kent County, Dover, Delaware 19901
(USA)
28000 Mooney Avenue, Building #110, Punta Gorda Florida 33982
(USA)
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA)
Line of business
Counseling and consulting services in the areas of engineering, infrastructure, environment, etc.
Inspection of the based neutron radiation services
Holding companyX-ray metallurgical, management, retail equipment, equipment manufacturing, non-destructive; testing services
Inspection servicesHolding companyIndustrial contract and inspection servicesAny lawful act or activity in order for companies to organize themselves under the Delaware General Corporation Law
Active / Inactive
Active
Active
Active
Active
Active
Active
Active
ActiveOwnership interest held by Group companies: Direct
Indirect
Method used to account the investment
- 98%
Full consolidation
- 100%
- 100%
Full consolidation
- 100%
- 95%
- 95%
Full consolidation
- 86%
Full consolidation
- 100%
Full consolidation
Full consolidation
Name Registered office Line of business Active / Inactive | Libertytown USA 3, Inc. | Applus Management Services, Inc. | SKC Engineering Ltd 19165 94TH Avenue, Surrey BC, V4N 3S4 (Canada) Ensure quality, training, inspection, proof and design and welding engineering services. Active | MxV Engineering,Ltd 19165 94TH Avenue, Surrey BC, V4N 3S4 (Canada) Dielectric tests, inspections of cranes, stability tests and preventive maintenance Active | Applus Norcontrol República Dominicana, S.R.L Plaza El Avellano, Calle Dr. Jacinto Ignacio Mañón No. 5 Local No. 08 Primer Piso. Ensanche Paraíso, Santo Domingo (República Dominicana) Inspection and technical assistance services Active | Emilab, SRL Via F.lli Solari 5/A 33020 Amaro(UD) (Italy) Research in the areas of engineering, electromagnetic compatibility and electrical safety. Active | AC6 Metrología, S.L. Polígono Comarca I, Edificio Pasarela. 31160, ORKOIEN, Navarra (Spain) Research, development and advisory services for metrology and industrial calibration activities. Active | Applus RVIS, B.V. Delftweg 144, NC 3046 Rotterdam (The Netherlands) Remote Non-destructive Inspection and Testing Active |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) | 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) | |||||||
Provision of professional, technical, administrative and human resources services Active | ||||||||
Any lawful act or activity in order for companies to organize themselves under the Delaware General Corporation Law | ||||||||
Active | ||||||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - | - 95% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 51% Full consolidation |
100% | ||||||||
Full consolidation | ||||||||
Name Registered office Line of business Active / Inactive | Applus Servicios Integrales, S.A.S. Calle 17 # 69 - 46, Bogotá (Colombia) Inspection, quality control and consultancy services Active | Tunnel Safety Testing, S.A. LG Centro Experimental San Pedro de Anes s/n, Siero 33189, Asturias (Spain) Fire testing in tunnels, fire suppression product testing and fire training. Active | Trámites, Informes, Proyectos, Seguridad y Medio Ambiente, S.L.U. | 3C Test Limited | DatapointLabs, Llc. | DatapointLabs India, Inc. | Matereality, Llc. | Applus Middle East Engineering Consultancy, LLC |
Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) | Silverstone Technology Park, Silverstone Circuit, Silverstone, Towcester, Northamptonshire, NN12 8GX (UK) | 95 Brown Rd. #102 Ithaca, NY 14850 (USA) | 95 Brown Rd. #102 Ithaca, NY 14850 (USA) | 95 Brown Rd. #102 Ithaca, NY 14850 (USA) | Office 201, Abu Dhabi Business Hub, Building B, Mussafah (United Arab Emirates) | |||
Materials characterization laboratory specialized in providing properties for numerical simulation. | Materials characterization laboratory specialized in providing properties for numerical simulation. | |||||||
Inspection, quality control and consultancy services | ||||||||
Electromagnetic compatibility (EMC) and electrical tests, especially for the automotive sector. | Development of IT solutions for the properties of materials, management and storage. | Industrial support and consulting | ||||||
Active | Active | Active | Active | Active | Active | |||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 95% Full consolidation | - 89% Full consolidation | - 100% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 47% Full consolidation |
Name Registered office Line of business Active / Inactive | SARL Apcontrol Energie et Industrie Algerie Planta 12 Centre Commercial et d'Affaires El Qods, Chéraga, Argel (Algeria) Production of technical control devices and appliances for the calibration of machinery, mechanical testing and measurement, oil services, management consulting, hydrocarbon analysis, environmental prevention and cleaning programs | Talon Test Laboratories (Phoenix) Inc. | Talon Test Laboratories Incorporated | Laboratorio de Ensayos Metrológicos, S.L. | A2M Industries, SAS (A2MI) | Applus Tanzania Limited | Applus and Partner Engineering Consultancy Building No. 500, Office 20, Al Sahaba Rd crossing with Imam Abdullah Ibn Saud Ibn Abdulaziz Rd, Ishbiliyah, 3795. Riyadh (Saudi Arabia) Engineering consultancy services Active | Applus Fomento de Control, S.A. 11, rue El Wahda, Résidence Imam Ali, Apt 2, Casablanca (Morocco) The provision of verification services for industrial products imported into the Kingdom of Morocco (Law No. 24-09 , Morocco) Active |
5002 South 40th Street, Unit F, Phoenix, Arizona (USA) | 3575 Old Conejo Road, Newbury Park, CA (USA) | Avenida Can Sucarrats, 110, nave 11, Rubí (Spain) | ZA du Parc - Secteur, Rue de la Gampille, 42490 Fraisses (France) | Kimwery Avenue, Msasani, Tirdo Complex, Dar Es Salaam (Tanzania) | ||||
Non-destructive testing services | Non-destructive testing services | Provision of services, training and consulting, including though not limited to inspection, testing, verification, NDT services, maintenance and technical assistance for the industrial and construction sectors and related areas, as well as the consulting activities for business and management. | ||||||
Laboratory of metrological tests and calibration of measuring instruments | Mechanical and material tests. | |||||||
Active | Active | Active | Active | Active | Active | |||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 47% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 95% Full consolidation | - 95% Full consolidation | - 75% Full consolidation | - 48% Full consolidation | - 85% Full consolidation |
NameServicios SEFF S.A.
Chile
LEM Laboratorios y Asistencia Técnica
Limitada ChileTIC Investments Chile
SpA
Applus Brasil Investimentos, LtdaRegistered officeCalle Potrerillos
N°4141, Puerto del Inca, ciudad de Calama
(Chile)Avenida Huaytiquina N°1601, ciudad de Calama (Chile)Avenida Huaytiquina N°1601, ciudad de Calama (Chile)Rua Dom José de Barros, nº 177, 6ª andar, conjunto 601, sala 602, Vila Buarque, CEP 01038-100, Sao
Paulo (Brazil)Line of business
Personnel TransportDevelopment of projects, consultancies and technical quality control consultants for construction, referring to the quality of materials and industrial elements used for construction and its condition of application of building works.
Holding companyHolding companyActive / Inactive
Active
Active
Active
ActiveOwnership interest held by Group companies: Direct
Indirect
Method used to account the investment
- 100%
Full consolidation
- 100%
- 100%
Full consolidation
- 100%
Name Registered office Line of business Active / Inactive | Velosi S.à r.l. 7, rue Robert Stümper | L-2557 Luxembourg, Grand Duchy of Luxembourg, L-1653 Luxembourg (Luxembourg). | |||||||
SAST international Ltd | Velosi Asia (Luxembourg) S.à r.l. | Velosi Africa (Luxembourg) S.à r.l. | Velosi Europe (Luxembourg) S.à r.l. | Velosi Poland Sp z.o.o. | Velosi Europe Ltd | Velosi Certification Bureau LTD | ||
IFC1, Level 1, Esplanade, St. Heiler, Jersey JE2 3BX, Channel Islands (Jersey). | 7, rue Robert Stümper | L-2557 Luxembourg, Grand Duchy of Luxembourg, L-1653 Luxembourg (Luxembourg). | 7, rue Robert Stümper | L-2557 Luxembourg, Grand Duchy of Luxembourg, L-1653 Luxembourg (Luxembourg). | 7, rue Robert Stümper | L-2557 Luxembourg, Grand Duchy of Luxembourg, L-1653 Luxembourg (Luxembourg). | Ul. Inflancka 4 00-189 Warszawa (Poland) | 1 Woodsite Business Park, Whitley Wood Lane, Reading, RG2 8LW (UK). | 1 Woodsite Business Park, Whitley Wood Lane, Reading, RG2 8LW (UK). | ||
Holding company | Provision of consultancy and engineering services | Holding company | Holding company | Holding company | Publishing of other programmes | Provision of technical, engineering and industrial services | Holding company | |
Active | Active | Active | Active | Active | Active | Active | Active | |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - | - | - | - | - | - | - | - |
100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | |
Name Registered office Line of business Active / Inactive | ||||||||
Applus International Italy, Srl | Applus Italy, SRL Via Cinquantenario, 8 - 24044 Dalmine, Bergamo (BG) (Italy). Quality control, maintenance and inspection Active | IES - Velosi Norge AS Sveiogata 40, 5514 Haugesund (Norway). Quality control, maintenance and inspection Active | Applus Turkey Gozetim Hizmetleri Limited Sirketi 1042. Cadde 1319.Sokak No.9/5 Ovecler, Ankara (Turkey). Quality control, maintenance and inspection Active | Velosi LLC Azadlig Avenue 189, Apt 61, AZ1130 Baku (Azerbaijan). Provision of auxiliary services for oil and gas companies Active | Velosi Malta I Ltd The Bastions, Office No. 2 Emvim Cremona Street, Floriana, FRN 1281 (Malta). Holding company Active | Velosi Malta II Ltd The Bastions, Office No. 2 Emvim Cremona Street, Floriana, FRN 1281 (Malta). Holding company Active | Applus Velosi Czech Republic, s.r.o. Prague 9, Ocelárská 35/1354 (Czech Republic). Manufacturing, trade and services not listed in Appendix 1-3 of the Trade License Activity Active | |
23807 Merate (LC), via De Gasperi, 113, Merate (Italy). Provision of technical, engineering and industrial services | ||||||||
Active | ||||||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - | |||||||
- | - | - | - | - | - | - | ||
80% Full consolidation | 80% Full consolidation | 60% Full consolidation | 80% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | |
Name Registered office Line of business Active / Inactive | Applus Malaysia Sdn Bhd | Velosi Plant Design Engineers Sdn Bhd | Velosi (HK) Ltd | Velosi Saudi Arabia Co Ltd | Velosi Engineering Management Consultancy (Shangai) Ltd Co. | |||
Velosi Industries Sdn Bhd No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). Investments, investment property and provision of engineering services Active | Applus Singapore PTE Ltd 521 Bukit Batok Street 23 Unit 5E, Excel Building,659544 (Singapore) | Velosi Siam Co Ltd | ||||||
Room 1304, Shengkang LiaoShi Building No. 738 Shang Cheng Road Pudong, Shanghai PRC, 200120 (China). | ||||||||
No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). | No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). | Level 12, 28 Hennessey Road, Wanchai (Hong Kong). | Unit No. 1, Al-Qusur, Talal Al-Doha Building, Sub of Prince Mohammad bin Fahd Road, Dhahran, 34247-3229 (Saudi Arabia). | 412, Sukhumvit 95, Bang Chak, Phra Khanong, Bangkok 10260 (Thailand). | ||||
Provision of engineering and inspection services | Provision of consultancy and engineering services for the design of plants, construction and engineering and the investment that they possess | Provision of specialized services in the area of repair of ships, tankers and other high sea vessels, and provision of rope access, testing and technical analyses for the oil and gas industries | Provision of management services, sales support, advisory and business development services to related companies | Provision of maintenance testing, fixing, examination of the welding and quality control for the pipes, machinery, equipment and other buildings in oil, gas and petrochemical facilities and to issue related certificates | Provision of consulting of Petroleum Engineering, technical consultation of mechanical engineering and consulting of business management | Holding company | ||
Active | Active | Active | Active | Active | Active | Active | ||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - | - | - | - 100% Full consolidation | - 60% Full consolidation | - 100% Full consolidation | ||
- | - | |||||||
100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% Full consolidation | 100% | ||||
Full consolidation | ||||||||
Name Registered office Line of business Active / Inactive | ||||||||
Applus (Thailand) Company Limited | Velosi Corporate Services Sdn Bhd | Velosi International Holding Company BSC (c) | Velosi Certification Services LLC | Velosi Certification for Consulting CO. W.L.L. | PT Java Velosi Mandiri | Velosi Certification WLL | Velosi PromService LLC | |
# 201, Block B, Abu Dhabi Business Hub, ICAD-1, Mussafah, PO Box 427 Abu Dhabi (United Arab Emirates). | Yaal Mall, Al Fahaheel, Al Dabbous Street, Block# 11, Building# 11, 11th Floor, Office# 12 (Kuwait). | |||||||
Russian Federation, 125130, Moscow, Staropetrovsky proezd, 7A, bld. 19, office 7 (Russia). | ||||||||
412, Sukhumvit 95, Bang Chak, Phra Khanong, Bangkok 10260 (Thailand). | No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). | Flat 42, Building 1033, Road 3731, Block 337, Menama/UMM Alhassam (Bahrain) | Pondok Indah Office Tower 2, 16th Floor, Suite 1602, Jl. Sultan Iskandar Muda Kav. VTA Pondok Indah, Jakarta Selatan 12310 (Indonesia). | Building No 121340, First Floor New Salata, C Ring Road, P.O. Box 3408, Doha (Qatar). | ||||
Provision of engineering and technical services | Provision of general management, business planning, coordination, corporate finance advisory, training and personnel management services | Holding company of a group of commercial, industrial and service companies | Provision of construction project quality management services, management system certification, quality management of the maintenance of existing facilities and equipment and mandatory inspection services | Provision of industrial consultancy | Provision of engineering consultancy services, such as quality control and non-destructive testing (NDT) inspection services, provision of skilled labor with vocational training | Provision of inspection and analysis and technical services in the area of qualified technical jobs | Provision of quality assurance and control, general inspection, corrosion control and services for the supply of labor for the oil and gas industries | |
Active | Active | Active | Active | Active | Active | Active | Active | |
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 24% Full consolidation | - 100% Full consolidation | ||||||
- 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 49% Full consolidation | - 24% Full consolidation | - 0% Full consolidation |
Velosi QualityName
Velosi LLC
Velosi Bahrain WLL
Velosi LLC
Management International LLC
Applus Kazakhstan
LLC
Velosi (B) Sdn BhdVelosi Certification
Services LLCVelosi Philippines IncRegistered officeKurilskaya Str., 38,
693000 Yuzhno-Sakhalinsk, Sakhalin Region, (Russia).
Flat 11, Building 1033, Road 3721, Block 337,
Menama / UMM Alhassam (Bahrain).
Block no 227 Stella
Building, Post Box 231 Hamriya. Way no 2748
(Oman).
Unit 201, 2nd floor, Emaar Business Park 4, Sheikh Zayed Road, The Greens, PO Box 337201, Dubai (United
Arab Emirates).
Building #31A, Akzhal lane, Atyrau, Atyrau
Oblast, 060002 (Kazakshtan).
Lot 5211, Spg. 357, Jln
Maulana, KA 2931 Kuala Belait , Negara Brunei Darussalam
(Brunei).
17, Chimkent Street,
Mirobod District, 100029 Tashkent
(Uzbekistan).
1004, 10F, Pagibig WT Tower, Cebu Business Park, Ayala, Cebu City
(Philippines).
Line of business
Holding CompanyProvision of quality control and standardization services, industrial inspection services and general servicesProvision of certification, engineering and inspection servicesProvision of certification, engineering and inspection, onshore and/or offshore servicesProvision of services in the area of industrial safetyProvision of quality control and engineering services for the oil and gas industriesProvision of inspection, certification, monitoring and other types of business activityProvision of inspection, quality control, certification and business process outsourcing
Active / Inactive
Active
Active
Active
Active
Active
Active
Active
ActiveOwnership interest held by Group companies: Direct
Indirect
Method used to account the investment
- 100%
Full consolidation
- 100%
- 50%
Full consolidation
- 49%
Full consolidation
- 80%
- 30% Equity method
- 80%
Full consolidation
- 100%
Full consolidation
Name Registered office Line of business Active / Inactive | Oman Inspection and Certification Services P.O. Box 15, South Alkhuawir, Bawshar, Muscat Governorate (Oman) Provision of non-destructive testing services (NDT), environmental and safety services (HSE), quality control and engineering services. Active | Applus Japan KK | Applus Senegal SURL | |||||
Dijla & Furat Quality Assurance, LLC. | Applus Korea Co, Ltd. | Applus Steel Test (Pty) Ltd | Applus Velosi (Ghana) Ltd | Velosi Angola Prestaçao de Servicos Ltda | ||||
Ramadan Area, District 623-S, No.1, Baghdad (Iraq). | 194 Myeongbonggeonam-ro, Onsan-eup, Ulju-gun, Ulsan (Republic of Korea). | 2nd Floor, Design House, Ring Road East, Accra (Ghana). | ||||||
Yamauchi Building 3F 3-24-8 Nishi Shimbashi, Minato-ku, Tokyo (Japan). | Almadies, route de Ngor, immeuble SIA, 14er étage, Dakar (Senegal) | 28 Senator Rood Road, 1939 Vereeniging (Republic of South Africa). | Rua Marien Ngouabi 37, 5º apartamento 53, Maianga, Luanda (Angola). | |||||
Provision of quality and inspection services, man power, NDT tests and industrial consulting | ||||||||
Provision of quality control and training services | Provision of training and consulting for services related to technical engineering, hiring-out of manpower and materials and leasing of properties. | Provide quality assurance and quality control services to the oil and gas industry in Senegal and in the CDEAO | Pipe and steel thickener testing | Provision of inspection, quality control and certification services | Provision of quality assurance and control, inspection, supply of technical manpower, certification and regulatory inspection, NDE specialized services and engineering | |||
Active | Active | Active | Active | Active | Active | Active | ||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 100% Full consolidation | - 100% Full consolidation | - 50% | - 100% Integración global | - 100% Integración global | - 75% Full consolidation | - 49% Full consolidation | - 44% Full consolidation |
Full consolidation | ||||||||
Name Registered office Line of business Active / Inactive | Velosi Gabon (SARL) | Applus Steel Test Secunda (PTY), LTD. 11 Viscount, Road Bedfordview 2007, (Republic of South Africa). Inspection of pipes and steel thickness Active | ||||||
Velosi Superintendend Nigeria Ltd | Velosi Uganda LTD | Applus Velosi SA (Pty) Ltd | Applus Velosi Egypt, LLC | Velosi Mozambique LDA Avenida Kim Il Sung, 961 - Bairro Sommershield - Distrito Urbano 1, Maputo Cidade (Mozambique). Provision of consultancy services and technical assistance in the oil and gas industries, such as labor force services, and other specialized services in non-destructive trials, controls, quality inspections and asset integrity Active | Applus Velosi Angola, Lda. | |||
128 Senator Rood Road, 1939 Vereeniging (Republic of South Africa). | 27, Ali El-Gendy St., Nasr City, Cairo (Egypt). | |||||||
3A Alabi Street, Off Toyin Street, Ikeja - Lagos (Nigeria). | 3rd Floor, Rwenzori House, Plot 1, Lumumba Avenue, PO Box 10314 Kampala (Uganda). | Cité Shell, Port-Gentil in Gabon, BP: 2 267 (Gabon). Provision of security and environmental services (HSE), quality control and engineering in the oil and gas sector. Active | Condominio Mirantes de Talatona, Rua das Acácias, casa B13, Luanda (Angola). | |||||
Provision of engineering consultancy in the oil sector, the maritime business, power generation and mining, as well as management consulting Active | Provision of quality assurance and control, inspection, supply of technical manpower, certification and specialized services in NDT and engineering. Active | |||||||
Provision of services (quality assurance and control, general inspection, corrosion control and supply of labor) for the oil and gas industries | Provision of business consulting and management services | Provision of services related with the quality of the oil and gas industries Active | ||||||
Active | Active | |||||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 30% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 74% Full consolidation | - 49% Full consolidation | |||
- | - | - 100% Full consolidation | ||||||
75% Full consolidation | 100% Full consolidation |
Name Registered office Line of business Active / Inactive | Applus Mozambique Limitada Paulo Samuel Kankhomba Avenue, number 3,371, Maputo City (Mozambique). Provision of consulting and technical assistance services in the oil and gas industry, man power services, NDT specialized tests, controls and quality inspections and provision of asset integrity services | Velosi Australia Pty Ltd | |||||
Applus India Private Limited | K2 Do Brasil Services Ltda | Applus Velosi America LLC | Applus Velosi Canada Ltd | Applus K2 America, LLC | |||
Avenida Nossa Senhora da Gloria, 2.643, Cavaleiros, Macae - RJ, CEP27920-360, Macae (Brazil). | 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA). | 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA). | |||||
Unit 9, 783 Kingsford Smith Drive, Eagle Farm, Queensland 4009 (Australia) | |||||||
#402, Vijaysri Nivas, Prakash Nagar, Begumpet, Hyderabad - 500 016. Telenagana (India) | 2600 Manulife Place 10180 - 101st Street, Edmonton, AB T5J 3Y2 (Canada) | ||||||
Provision of labor supply services for the oil and gas industries Active | Provision of updating, repair, modification and control of onshore and offshore oil facilities, inspection and development of design services, manufacture of components and machinery structures and supply of qualified labor Active | Provision of labor supply services for the oil and gas industries Active | Provision of labor supply services for the oil and gas industries | Providing solutions for owners and operators of drilling rigs and FPSO in America, including inspection services, repair and maintenance, structural design and analysis and training services | Holding company | ||
Active | Active | Active | Active | ||||
Ownership interest held by Group companies: Direct Indirect Method used to account the investment | - 100% Full consolidation | - 49% Integración global | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation | - 100% Full consolidation |
Note: the % of ownership of the Group companies reported corresponds to the legal interest.
Appendix II - Out of the scope of consolidation
Velosi TurkmenistanVelosi Services L.L.C.
(Russia)Velosi Cameroun SàrlApplus Velosi Kenya
LimitedVelosi Do Brasil LtdaIdiada Homologation Technical Service,
S.L.U.
Applus Centro de Capacitación, S.A.
Applus RTD UK
Holding, LtdRegistered office
Ashgabat City, Kopetdag District, Turkmenbashy, Avenue, No. 54 (Turkmenistan).
Kommunistichesky prospect, 32, suit 610, Yuzhno-Sakhalinsk, Sakhalin Region
(Russia).
Douala, PO Box 15805,
Akwa (Cameroon)
3rd floor, Kiganjo House, Rose Avenue Off Denis Pritt Road L.R No 1/1870, Nairobi
P.O.Box 50719 - 00200, Nairobi (Kenya).
Praia Do Flamengo 312, 9 Andar Parte Flamengo, Rio De Janeiro (Brazil).
L'Albornar s/n 43710
Santa Oliva - Tarragona (Spain).
Agustinas Nº640, Piso 9, Santiago de Chile
(Chile)
Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 8YE, Scotland
(UK)Services of provision of quality control, technical engineering of labor and consulting,
Non DestructiveLine of business
No line of businessNo line of businessNo line of business
Testing and certification, electrical inspection, engineering and project management and supervision of construction services
No line of businessEngineering, testing and certificationProvision of training services
Holding companyActive / Inactive
Inactive
Inactive
Inactive
Inactive
Inactive
Inactive
Inactive
InactiveOwnership interest held by Group companies: Direct
Indirect
- 100%
- 100%
- 100%
- 100%
- 98%
- 80%
- 95%
- 100%
Name Registered office Line of business Active / Inactive | Applus RTD Llc. KhStaropetrovsky proezd, 7-A, bld. 19 Moscú 125130 (Russia) | Applus Aerospace UK, Limited Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 8YE, Scotland (UK) Non-destructive services from the aerospace business. Inactive | Technical Inspection Services, Ltd | Velosi Asia Kish (Iran) No. 7, Second Floor, Block B28, Pars Commercial Complex, South-West of the Port Area (Iran). | VAIL Consultancy Services DMCC DMCC Business Centre - Level No 1 - Jewellery & Gemplex 3 Dubai (United Arab Emirates). No line of business Inactive | Velosi Engineering Projects Pte Ltd | Velosi Energy Consultants Sdn Bhd | Velosi CBL (M) Sdn Bhd |
C/o AGL Management Associates Sdn Bhd, No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). | ||||||||
Unit 21, Hither Green Industrial Estate, Clevedon, North Somerset, BS21 6XU (UK) | 521, Bukit Batok Street 23, Unit 5E , 659544 Singapore (Singapore) | No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). | ||||||
Purchase of equipment and refills, installation, reparation and maintainance of the equipment, engineering services and devolment of scientific investigation | Certification by non-destructive testing services | No line of business | Provision of third-party inspection services | Provision of consultancy services for all engineering activities and the supply of local and foreign experts for the generation of oil and gas energy, marine, energy conservation, mining and all other industries, together with the engineering and maintenance of refining vessels, oil platforms, platforms, petrochemical plants and the supply of qualified labor Inactive | Provision of equipment inspection services | |||
Inactive | ||||||||
Inactive | Inactive | Inactive | Inactive | |||||
Ownership interest held by Group companies: Direct Indirect | - 100% | - 100% | - 100% | - 97% | - 100% | |||
- | - 100% | - 100% | ||||||
80% |
Velosi Ukraine LLCPrecision for Engineering Services, Project Management, Vocational Training and
Importation of Man
Power, LLC.
Midstream Technical Inspection Services,
LLC
QA Management Services Pty Ltd
Velosi Jorson Sdn Bhd
(Brunei)Registered office
5A Piterska Street, 03087 Kyiv (Ukraine).
Al-Shamasiyah District Section No. 316 Street 15 house 37|1, Basra
(Iraq)
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA).
Unit 9, 783 Kingsford Smith Drive, Eagle Farm, Queensland 4009 (Australia)LOT 5211. Simpang 357, Jalan Maulana, Kuala Belait KA2931, Brunei Darussalam
(Brunei).
Buy, lease, ownership of personal property, intellectual property and the sale of said goods
Line of business
Provision of auxiliary services in the oil and natural gas industries
Supply of certifications for pipelines belonging to the oil and gas sectorProvision of quality assurance services, such as worldwide inspection and ISO
9000 Quality
Management Consultancy, training courses, quality control software packages and specialized labor servicesProvision of non-destructive testing services (NDT), technological development, transformation and technical consulting.
Active / Inactive
Inactive
Inactive
Inactive
Inactive
ActiveOwnership interest held by Group companies: Direct
Indirect
- 100%
- 100%
- 100%
- 100%
- 15%
Deloitte
Deloitte, S.L.
Avda. Diagonal, 654 08034 Barcelona Espana
Tel: +34 932 80 40 40www.deloitte.es
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails
AUDITOR'S REPORT ON THE INFORMATION RELATING TO THE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR) OF THE APPLUS GROUP FOR 2020
To the Directors of Applus Services, S.A.:
As requested by the Board of Directors of Applus Services, S.A. and Subsidiaries ("the Applus Group") and in accordance with our proposal-letter of December 3, 2020, we have applied certain procedures to the information relating to the ICFR system included in section F of the Annual Corporate Governance Report ("ACGR") of the Applus Group for 2020, which summarises the internal control procedures of the Entity in relation to its annual financial reporting.
The Directors are responsible for adopting the appropriate measures in order to reasonably guarantee the implementation, maintenance and supervision of an adequate internal control system and for making improvements to that system and for preparing and establishing the content of the information relating to the ICFR system.
It should be noted in this regard, irrespective of the quality of the design and operating effectiveness of the internal control system adopted by the Applus Group in relation to its annual financial reporting, that the system can only permit reasonable, but not absolute, assurance in connection with the objectives pursued, due to the limitations inherent to any internal control system.
In the course of our audit work on the financial statements and pursuant to Technical Auditing Standards, the sole purpose of our assessment of the internal control of the Applus Group was to enable us to establish the scope, nature and timing of the audit procedures to be applied to the Applus Group's financial statements. Therefore, our assessment of internal control performed for the purposes of the aforementioned audit of financial statements was not sufficiently extensive to enable us to express a specific opinion on the effectiveness of the internal control over the regulated annual financial reporting.
For the purpose of issuing this report, we applied exclusively the specific procedures described below and indicated in the Guidelines on the Auditors' Report on the Information relating to the System of Internal Control over Financial Reporting of Listed Companies, published by the Spanish National Securities Market Commission (CNMV) on its website, which establishes the work to be performed, the minimum scope thereof and the content of this report. Since the work resulting from such procedures has, in any case, a reduced scope that is significantly less extensive than that of an audit or a review of the internal control system, we do not express an opinion on the effectiveness thereof, or on its design or operating effectiveness, in relation to the Applus Group's annual financial reporting for 2020 described in the information relating to the ICFR system. Therefore, had we applied procedures additional to those described below or performed an audit or a review of the internal control over the regulated annual financial reporting, other matters or aspects might have been disclosed which would have been reported to you.
Also, since this special engagement does not constitute an audit of financial statements and is not subject to the Consolidated Spanish Audit Law, we do not express an audit opinion in the terms provided for in that Law.
Deloitte, 51. Inscrita en el Registro Mercantil de Madrid, tomo 13.650, seccian 8', folio 188, hoja M-54414, inscripciOn 96'. C.I.F.: B-79104469. Domicilio social: Plaza Pablo Ruiz Picasso, 1, Torre Picasso, 28020; Madrid.
The procedures applied were as follows:
1. Perusal and understanding of the information prepared by the Applus Group in relation to the ICFR system - disclosure information included in the directors' report- and assessment of whether this information addresses all the information required in accordance with the minimum content described in section F, relating to the description of the ICFR system, of the model ACGR established in CNMV
Circular no. 5/2013, of 12 June 2013, and subsequent modifications, the most recent being CNMV Circular no. 1/2020, of 6 October 2020 ("the CNMV Circulars").
2. Questioning of personnel responsible for the drawing up of the information detailed in point 1 above:
(i) to obtain an understanding of the process that goes into drawing up the information; (ii) to obtain information that permits an evaluation of whether the terminology used complies with the framework
definitions; and (iii) to obtain information on whether the control procedures described are in place and functioning at the Applus Group.
3. Review of the explanatory supporting documentation for the information detailed in point 1 above, including the documentation furnished directly to the personnel in charge of preparing the ICFR system descriptive information. In this regard, the aforementioned documents include reports
prepared for the Audit and Control Committee by internal audit, senior management and other internal or external specialists.
4. Comparison of the information detailed in point 1 above with the knowledge on the Applus Group's ICFR system obtained through the procedures applied during the financial statement audit work.
5. Reading of the minutes taken at meetings of the Board of Directors, Audit and Control Committee and other committees of the Applus Group to evaluate the consistency between the ICFR business
transacted and the information detailed in point 1above.
6. Obtainment of the representation letter in connection with the work performed, signed by those responsible for preparing and formulating the information detailed in point 1 above.
The procedures applied to the information relating to the ICFR system did not disclose any inconsistencies or incidents that might affect the information.
This report has been prepared exclusively in the context of the requirements established by article 540 of the consolidated text of the corporate enterprises act Corporate Enterprises Act, and by the
aforementioned CNMV Circulars, for the purposes of the description of the ICFR system in Annual Corporate Governance Reports.
DELOITTE, S.L.
Ana Torrens
February 19, 2021
- 2 -
ISSUER IDENTIFICATION |
YEAR‐ END DATE | 31/12/2020 |
Tax Identification No. [C.I.F.]: A‐64622970 |
Company Name:
APPLUS SERVICES, S.A.
Registered Office:
CALLE CAMPEZO 1, EDIFICIO 3, 28022 MADRID
A CAPITAL STRUCTURE
A.1. Complete the table below with details of the share capital of the company:
Date of last change
Share capital (Euros)
Number of shares
Number of voting rights
27/09/2017
14,301,843.00
143,018,430
143,018,430
Please state whether there are different classes of shares with different associated rights:
Yes No X
Class
Number of shares
Par value
Number of votes
Associated rights
A.2. Please provide details of the company's significant direct and indirect shareholders at year‐end, excluding any directors:
Name of shareholder
% of shares carrying voting rights
% of voting rights through financial instruments
% of total voting rightsDirectIndirectDirectIndirect
RIVER MERCANTILE ASSET
AND
5.05
5.05
MANAGEMENT LLP
NORGES BANK SOUTHEASTERN ASSET MANAGEMENT, INC THREADNEEDLE ASSET MANAGEMENT LIMITED INVESCO LTD FIDELITY INTERNATIONAL LIMITED MELQART OPPORTUNITIES MASTER FUND LIMITED
4.53
0.46
4.99
3.33
3.33
3.09
3.09
3.06 2.19
3.06 2.19 0.07
Breakdown of the indirect holding:
% of shares
carrying
voting rights
% of total voting rights
!
INVESCO LTD | It has increased above 3% in the capital stock |
It has increased above 3% in the capital stock | |
It has increased above 2% in the capital stock | |
It has increased above 3% in the capital stock | |
It has increased above 3% in the capital stock | |
It has decreased below 3% in the capital stock |
RIVER MERCANTILE ASSET MANAGEMENT LLP
AND | 5.05 | - | 5.05 |
3.03 | - | 3.03 | |
0.02 | - | 0.02 | |
0.007 | - | 0.007 | |
1.81 | - | 1.81 | |
0.37 | - | 0.37 | |
$ |
FIL INTERNATIONAL LIMITED
FIL INTERNATIONAL LIMITED
"#
$
BASABE ARMIJO, FERNANDO CAMPBELL NELSON, RICHARD
JOAN CASAS COLE,
CHRISTOPHER
RIVERANDMERCANTILE PLCINVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUNDINVESCO CAPITAL MNAGEMENT LLCINVESCO ADVISERS INCFIL INVESTMENTS INTERNATIONAL FIL LIMITED
%
%
$
% $
%$
4723
HOFMEISTER, JOHN DANIEL VILLEN JIMENEZ, NICOLAS
0.01 0.01
‐ ‐‐ ‐‐ ‐0.01 0.01
‐ ‐‐ ‐
Mª CRISTINA HENRIQUEZ DE LUNA
0.00
‐
‐
‐
0.00
‐
‐
Total percentage of voting rights held by the Board of Directors | 0.24 |
Remarks
Maria Cristina Henriquez de Luna holds 650 shares.
Breakdown of the indirect holding:
Name indirectofshareholder | Name directofshareholder | % of shares carrying voting rights | % of voting rights through financial instruments | % of total voting rights | % voting rights that can be transmitted through financial instruments |
N/A | N/A | N/A | N/A | N/A | N/A |
A.4 If applicable, state any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, except those that are reported in Section A.6:
Name of related Party
Nature of relationship
Brief description
N/A
A.5 If applicable, state any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or group, unless they are insignificant or arise in the ordinary course of business:
Name of related Party
Nature of relationship
Brief description
N/A
A.6 Describe the relationships, unless insignificant for the two parties, that exist between significant shareholders or shareholders represented on the Board and directors, or their representatives in the case of proprietary directors. Explain, as the case may be, how the significant shareholders are represented. Specifically, state those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.
Name or company name of related director or representative | Name or company name of related significant shareholder | Company name of the group company of the significant shareholder | Description of relationship/post |
N/A |
A.7 State whether the company has been notified of any shareholders' agreements that may affect it, in accordance with Articles 530 and 531 of the Ley de Sociedades de Capital ("Corporate Enterprises Act" or "LSC"). If so, describe these agreements and list the party shareholders:
Yes No x
Parties to the shareholders' agreement | Percentage of affected shares | Brief description of the agreement | Date of termination of agreement, if applicable |
N/A |
State whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:
Yes No x
Parties to the concerted action | Percentage of affected shares | Brief description of the agreement | Date of termination of agreement, if applicable |
N/A |
If any of the aforementioned agreements or concerted actions have been modified or terminated during the year, please specify expressly:
N/A
A.8 State whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Ley de Mercados de Valores ("Spanish Securities Market Act" or "LMV"). If so, please identify them:
Yes No x
Name of individual or company
N/A
A.9 Complete the following table with details of the company's treasury shares:
At the close of the year:
Number of direct shares | Number of indirect shares (*) | Total percentage of share |
317,809 | N/A | 0.22 |
(*) through:
Name of direct shareholder | Number of direct shares |
N/A | N/A |
Total: | N/A |
Explain any significant changes during the year:
Explain significant changes
N/A
A.10 Provide a detailed description of the conditions and terms of the authority given to the Board of Directors to issue, repurchase, or dispose of treasury shares.
The General Shareholders Meeting of 29 May 2020 agreed to "authorise the Company's Board of Directors, with power to sub-delegate, so it may proceed with a derivative acquisition of its own shares, in accordance with article 146 of the Spanish Companies Act in the terms established below:
1. The acquisitions may be made either directly by the Company or indirectly through any of its subsidiaries, in the same terms as described herein;
2. The acquisition may be made as a sale and purchase, swap or goods received in lieu of payment, or any other transaction legally permitted, once or several times;
3. The number of shares acquired, when added to those already held by the Company, shall not exceed ten per cent (10%) of the capital stock;
4. The price or consideration will range between the face value of the shares and one hundred and ten per cent (110%) of their listed price;
5. The authorisation will remain valid for a maximum term of 5 years as of today.
It is hereby expressly noted that any shares acquired as a result of this authorisation may be used either for disposal or redemption, or towards the direct delivery of these shares to the employees or Directors of the Company or any of the group companies, or as a consequence of the exercise of any option rights or the application of any remuneration systems.
To revoke, to the extent of the unused amount, the authorization granted by the General shareholders Meeting in 18 June 2015"
A.11 Estimated floating capital: %Estimated floating capital
77.76
A.12 State whether there are any restrictions (article of associations, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, state the existence of any type of restriction that may inhibit a takeover attempt of the company through acquisition of its shares on the market, and those regimes for the prior authorization or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.
Yes No x
Description of restrictions
N/A
A.13 State if the shareholders have resolved at a meeting to adopt measures to neutralize a take‐over bid pursuant to the provisions of Act 6/2007.
Yes No x
If so, please explain the measures approved and the terms under which such limitations would cease to apply:
Explain the measures approved and the terms under which such limitations would cease
N/A
A.14 State if the company has issued shares that are not traded on a regulated EU market.
YesNo x
If so, please list each type of share and the rights and obligations conferred on each.
List each type of share
N/A
B GENERAL SHAREHOLDERS' MEETING
B.1 State whether there are any differences between the quorum established by the LSC for General Shareholders' Meetings and those set by the company and if so, describe them in detail:
Yes No x
% quorum different from that contained in Article 193 LSC for general matters
% quorum different from that contained in Article 194 LSC for special resolutions
Quorum required at 1st call
N/A
N/A
Quorum required at 2nd call
N/A
N/A
% quorum different from that
Description of differences
N/A
B.2 State whether there are any differences in the company's manner of adopting corporate resolutions and the manner for adopting corporate resolutions described by the Spanish Companies Act (LSC) and, if so, explain:
Yes No x
Describe how it is different from that contained in the LSC.
Qualified majority different from that established in Article 201.2 LSC for Article 194.1 LSC matters | Other matters requiring a qualified majority | |
% established by the company for adoption of resolutions | N/A | N/A |
Description of differences
N/A
B.3 State the rules for amending the company's Articles of Association. In particular, state the majorities required for amendment of the Articles of Association and any provisions in place to protect shareholders' rights in the event of amendments to the Articles of Association.
In accordance with Spanish Companies Act, in order for a General Meeting to be validly convened, for an amendment of the By-laws, article 16.8 (b) of the Regulations will apply, whereby it will be necessary for the attendance of shareholders, present or represented at first call that hold at least fifty per cent (50%) of the subscribed voting capital stock. At second call, it will suffice for twenty-five per cent (25%) of the capital stock to attend.
In order for the General Shareholders Meeting to adopt resolutions that entail an amendment of the By-laws, article 21.1 (b) of the Regulations will apply, whereby an absolute majority will be required if more than fifty per cent (50%) of the voting capital stock subscribed is present. However, it will require the favourable vote of at least two thirds (2/3) of the voting capital stock in attendance when in the second call more than twenty-five per cent (25%) of the voting capital stock is present and in case it does not reach the fifty per cent (50%).
B.4 Give details of attendance at General Shareholders' Meetings held during the year of this report and the previous year:
Attendance data % distance votingDate of General % physically % present by
Meeting
presentproxyElectronic votingTotalOther
29/05/2020
0.16
0.29 0.25 0.02
30/05/2019 31/05/2018
70.38 6.91 71.89
0 0 0
0.79 1.44 0.109
71.33 68.64 72.25
70.38
0.75
71.14
Remarks
The Company considers very positively and appreciates the regular communication with its shareholders and the support received by them in the 2020 AGM, especially considering the circumstances under COVID‐19, since, with a high number of floating capital, the quorum was 71.33 of the share capital (71.24% for shares with voting rights).
B.5 State whether any point on the agenda of the General Shareholders' Meetings during the year has not been approved by the shareholders for any reason.
Yes No x
Points on agenda not approved | % votes against (*) |
N/A | N/A |
(*) If the non‐approval of the point is for a reason other than the votes against, this will be explained in the text part and "N/A" will be placed in the "% votes against" column.
B.6 State if the Articles of Association contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or on distance voting:
Yes No x
Number of shares required to attend General Meetings
N/A
Number of shares required for distance voting
N/A
B.7 State whether it has been established that certain decisions other than those established by law exist that entail an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions that must be subject to the approval of the General Shareholders' Meeting.
Yes No x
Explain the decisions that must be subject to the General Shareholders' Meeting, other than those established by law
N/A
B.8 State the address and manner of access to the page on the company website where one may find information on corporate governance and other information regarding General Shareholders' Meetings that must be made available to shareholders through the company website.
The corporate website is available atwww.applus.com. At the top, under "Investor Relations", full information is provided on corporate governance and General Meetings. Specifically, through the following links-http://www.applus.com/es/InvestorRelations/Corporate-governance andhttp://www.applus.com/es/InvestorRelations/Shareholders-meetings - direct access is provided to information on corporate governance and General Meetings, respectively.
C COMPANY ADMINISTRATIVE STRUCTURE
C.1
Board of Directors
C.1.1 Maximum and minimum number of directors established in the Articles of Association and the number set by the general meeting:
Maximum number of directors
12
Minimum number of directors
9
Number of directors set by the general meeting
10
Remarks
The number of directors was established by the Shareholders' meeting on 30 May 2019.
C.1.2 Please complete the following table on directors:
Name | of Natural | Director | Position | Date first | Last re‐ | Method of selection |
director | person | category | on the | appointed | election | to Board |
Birth date
representative | Bboard | to Board | date | ||||
CHRISTOPHER COLE | N/A | INDEPENDENT | CHAIRMAN | 07/05/2014 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION | 30/08/1946 |
RICHARD CAMPBELL NELSON | N/A | INDEPENDENT | MEMBER | 01/10/2009 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION | 11/02/1943 |
JOHN DANIEL HOFMEISTER | N/A | INDEPENDENT | MEMBER | 1/07/2013 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION | 18/01/1948 |
ERNESTO MATA LÓPEZ | N/A | OTHER EXTERNALS | MEMBER | 29/11/2007 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION | 06/03/1941 |
NICOLÁS VILLÉN JIMÉNEZ | N/A | INDEPENDENT | MEMBER | 27/10/2015 | 29/05/2020 | GENERAL SHAREHOLDERS MEETING RESOLUTION | 19/11/1949 |
MARIA CRISTINA HENRÍQUEZ DE LUNA BASAGOITI | N/A | INDEPENDENT | MEMBER | 21/07/2016 | 21/07/2016 | BOARD OF DIRECTORS APPOINTMENT ("Cooptación") - RATIFIED BY AGM | 15/09/1966 |
MARIA JOSÉ ESTERUELAS AGUIRRE | N/A | INDEPENDENT | MEMBER | 20/02/2019 | 20/02/2019 | BOARD OF DIRECTORS APPOINTMENT ("Cooptación") - RATIFIED BY AGM | 21/03/1972 |
ESSIMARI KAIRISTO | N/A | INDEPENDENT | MEMBER | 09/04/2019 | 09/04/2019 | BOARD OF DIRECTORS APPOINTMENT ("Cooptación") - RATIFIED BY AGM | 28/05/1966 |
FERNANDO BASABE ARMIJO | N/A | EXECUTIVE | MEMBER | 01/02/2011 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION | 11/08/1959 |
JOAN AMIGÓ CASAS | N/A | EXECUTIVE | MEMBER | 30/05/2019 | 30/05/2019 | GENERAL SHAREHOLDERS MEETING RESOLUTION | 21/07/1966 |
Total number of directors | 10 |
State if any directors, whether through resignation, dismissal or any other reason, have left the Board during the period subject to this report:
Name of director | Director type at time of leaving | Date of last appointment | Date director left | Specialized committees of which he/she was a member | Indicate whether the director left before the end of the term |
N/A | N/A | N/A | N/A | N/A | N/A |
C.1.3 Complete the following tables regarding the members of the Board and their Categories:
EXECUTIVE DIRECTORS
Name or company name of director | Post in organizational chart of the company | Profile |
FERNANDO BASABE ARMIJO
CEOCFO
Mr Basabe holds a degree in Law from the Universidad Complutense de Madrid and an MBA from IESE (Barcelona). Before joining Applus+, Mr Basabe spent 15 years at SGS S.A. in different senior management positions, ultimately becoming the Chief Operating Officer for Western Europe. He started his career at Manufacturers Hanover Trust Co. (JP Morgan & Co), where he held different positions within the corporate banking division. He was initially appointed as Executive Director of Applus on 1 February 2011.
Joan holds a degree in Economics from the Autonomous University of Barcelona as well as completing an IESE Business School's Executive Development Program, a Global Business Strategy Program at Wharton, University of Pennsylvania and an Advanced Management Program at ESADE Business School. Before joining Applus+, he held positions in PWC, where he started his career as external auditor, and Bimbo (Sara Lee), where he held various senior positions: Vice President and Chief Financial Officer, Financial Shared Services Director, Controller and Internal Audit Director and Vice President for Financial Planning and Control at Sara Lee Bakery's Europe Division. He joined Applus+ in December 2007 as Chief Financial Officer and was appointed Executive Director of Applus+ on 30th May 2019.
Total number of executive directors | 2 |
Percentage of Board | 20 |
PROPRIETARY DIRECTORS
Name or company name of director | Post in organizational chart of the company | Profile |
N/A | N/A | N/A |
Total number of executive directors | N/A |
Percentage of Board | N/A |
INDEPENDENT DIRECTORS
Director's name | Profile |
CHRISTOPHER COLE | Mr. Cole holds a Degree in Environmental Engineering from Borough Polytechnic (University of South Bank) is an associate engineer in the United Kingdom and in 1999 he completed an Executive Management Course at INSEAD in France. Mr. Cole founded WSP Group Plc, a professional services engineering company that was listed on the London Stock Exchange in 1987 and held the post of Chief Executive Officer of the company until it merged with Genivar, Inc. in 2012. Following the merger, he was appointed non-executive Chairman of the enlarged group WSP Global Inc., whose shares are listed on the Toronto Stock Exchange, a role he currently retains. He is also non-executive Chairman of Tracsis Plc Mr Cole has many years of experience in managing large international and diversified groups in both Executive and Non-Executive capacities and brings this wealth of experience to bear in his role as Chairman of the company. In particular, he was Non-Executive Chairman position at Ashtead for 12 years where the Company progressed to a FTSE 100 leading performer until 2019 when he left. |
JOHN DANIEL HOFMEISTER | Mr. Hofmeister holds a Bachelor's and Master's Degree in Political Science from Kansas State University. In May 2010 he was awarded an |
honorary doctorate from the University of Houston and in 2014 was awarded with a doctorate in letters by Kansas State University. Mr. Hofmeister was the President of Shell Oil Company in the US from 2005 to 2008 and prior to that he was the Group Director of Human Resources at Royal Dutch Shell in the Netherlands. Mr. Hofmeister founded and heads the not for profit membership association, Citizens for Affordable Energy and is a key member of the US Energy Security Council, a bipartisan not for profit group in Washington, DC. Mr. Hofmeister has previously held executive positions at General Electric, Nortel Networks and AlliedSignal (now Honeywell International). Currently, Mr. Hofmeister also serves as a non-executive Director of Ioneer Ltd in Australia. Mr Hofmeister´s deep knowledge of the global energy markets is of significant importance to the Board as this is a relevant sector of the overall Group revenues. Furthermore, his experience of operating on other Boards in both an executive and non-executive roles especially whilst acting as Group Director of Human Resources at Royal Dutch Shell means he is well acquainted with this aspect of Corporate Governance. | |
RICHARD CAMPBELL NELSON | Mr. Nelson is a fellow of the Institute of Chartered Accountants in England and Wales and holds a Master of Science Degree in Economics at the London Business School. Mr. Nelson was a Director of Transcontinental Services Inc. from 1972 and CEO from 1982 to the date of its acquisition by Inchcape Plc in 1985. He was nominated to the same position in Inchcape Plc which combined Transcontinental Services Inc. with its consumer goods testing and minerals testing businesses to become Inchcape Testing Services NA, Inc. In 1996, Inchcape Testing Services NA, Inc. was acquired by a private equity firm and became Intertek Group Limited of which Mr. Nelson was the executive Chairman until 2002, when the company floated on the London Stock Exchange. At this time, Mr. Nelson became the CEO of Intertek Group plc until he retired in 2006. Mr. Nelson was also President of the International Federation of Inspection Agencies. Mr. Nelson has spent over thirty years in the testing, inspection and certification industry and in this time has gathered a significant level of experience giving him good knowledge of the industry and the investment market that follow it. |
NICOLÁS VILLÉN JIMÉNEZ | Mr. Villén holds an industrial engineer degree from Universidad Politécnica de Madrid, a Master in Electrical Engineer by the University of Florida (Fulbright Scholar) and an MBA from the Columbia University. Mr. Villén was CEO of Ferrovial Aeropuertos (2009-2012) and CFO of Ferrovial (1993-2009). Before that, he worked as Midland Montagu Ventures' CEO, Smith Kline & French's CEO and International Vice-President, amongst other responsibilities in Abbott Laboratories and Corning Glass Works. Currently, he externally advises IFM Investors (an Australian infrastructure fund) and he is a board member of FCC Aqualia and ACR Grupo. Mr. Villen was appointed considering his high level experience in a variety of roles in world class Spanish and international companies including a strong financial background which lends support to the Audit Committee, of which he is currently the Chairman. |
MARIA CRISTINA HENRÍQUEZ DE LUNA BASAGOITI | Ms. Henríquez de Luna holds a degree in Business Administration and Economics from ICADE in Madrid. Ms. Henriquez de Luna is the President and Managing Director Spain and Head of Iberia and Israel Cluster at GlaxoSmithKline where she has benefited from an extensive career in international markets in both commercial and finance roles. Previous to this, she was at Procter & Gamble in Spain, Switzerland, Mexico and Peru in a variety of senior finance positions including 12 years of direct Latin American |
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Applus Services SA published this content on 22 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 February 2021 14:49:01 UTC.