AMA : RAPPORT FINANCIER SEMESTRIEL 2024

Nantes, le 30 octobre 2024

Rapport mission d’établissement des comptes consolidés

Conformément aux termes de notre lettre de mission en date du 4 décembre 2023, nous avons mis en œuvre les diligences que nous avions contractuellement définies :

L’objectif principal de notre mission est d’établir les états financiers consolidés de votre groupe pour le semestriel au 30 juin 2024. Elle comporte les étapes suivantes :

 Une assistance à la mise en place du process de consolidation.

 L’établissement des comptes consolidés proprement dits (bilan, compte de résultat, tableau de flux de trésorerie et annexes).

Ne réalisant pas de mission d’opinion sur les différentes sociétés du groupe, la responsabilité de la fiabilité de l’information financière reste exclue du champ d’application de cette mission.

Ils comportent 29 pages et se caractérisent par les données suivantes :

Les travaux que nous avons mis en œuvre dans le cadre de cette mission ne constituent ni un audit, ni un examen limité ; en conséquence, nous n’exprimons pas d’opinion sur les comptes de votre entité qui sont joints au présent rapport.

KPMG SA

Aurélien Garel

Expert-comptable

CONSOLIDATED INCOME STATEMENT 

                                                           € 000                                                                                       Notes2023.06

Revenue                                                                                                                                                     7.11 664

Cost of sales                                                                                                                                               7.3(535)

Other income                                                                                                                                                7.2232

Other purchases and external expenses                                                                                                         7.3(1 319)

Personnel expenses                                                                                                                                 7.4.2.(3 407)

Amortisation and depreciation of property, plant and equipment and intangible assets                                    11.1 & 11.2(581)

Other expenses                                                                                                                                            7.3(114)

 -

52

Income tax expense                                                                                                                                                    

Profit (loss) for the year:

Attributable to owners of the Group^{(4 079)} Attributable to non-controlling interests⁽³⁶⁾

Earnings per share

Basic earnings per share (in euros)                                                                                                               ^10(0,18)

Diluted earnings per share (in euros)                                                                                                             ^10(0,18)                              

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

                                                        € 000                                                                                     Notes2023.06

Attributable to:

Owners of the Group(4 098)

Non-controlling interests(37)  

CONSOLIDATED BALANCE SHEET

€ 0002023.12

16

302

1 093 164

51

1 626

495

129 676

437 9 390

11 126

7 680

37 505 47

574

132

2

2 859

1

700

529

807

1 308 11

CONSOLIDATED STATEMENT OF CHANGES IN

EQUITY

Equity attributable to owners of the Group

                                   € 000                                                                                                                            Note                              

CONSOLIDATED CASH FLOW STATEMENT

                                           € 000                                                                          Notes                                                           

Net increase (decrease) in cash and cash equivalents                                                                                              (150)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Presentation of the Group

AMA Corporation Plc ("the Company") is domiciled in the United Kingdom. The Company’s registered office is located in London. The consolidated financial statements comprise those of the Company and its subsidiaries (together referred to as "the Group"). 

The Group is a software developer and systems integrator for collaborative work, providing advanced, highly-secure remote solutions for connected devices. The Group’s XpertEye suite provides augmented reality, dynamic workflow management, and dynamic online scheduling and planning. Combined with smart glasses or other camera sources (endoscope, microscope, dermatoscope, etc.), these innovative solutions enable experts and on-site technicians to share data and knowledge in real time, making remote support easier and more effective for users. They meet an increasing need for smart workplace transformation in companies seeking to boost productivity and competitiveness in a wide range of areas such as remote support, training, testing and healthcare.

These IFRS condensed consolidated interim financial statements for the 6-month period ending on June 30, 2024 have been approved by the Board of the Company on October 28, 2024.

2. Basis for preparation

2.1. Statement of compliance

These condensed consolidated interim financial statements for the 6-month period ending on June 30, 2024 have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union (EU) and should be read in conjunction with the latest Company’s annual financial statements for the year ending on December 31, 2024 of the Company (the "latest annual financial statements"). 

They do not include all the information required for a complete set of financial statements prepared under IFRS. They do, however, include selected notes explaining significant events and transactions in order to understand the changes in the Company's financial position and performance since the last annual financial statements.

The accounting policies used to prepare these unaudited interim condensed consolidated financial statements are identical to those applied by the Group as of December 31, 2023, except for: 

•       texts whose application is compulsory as from January 1, 2024;

•       the specific provisions of IAS 34 used in the preparation of the interim financial statements. 

The new texts that are mandatory as of January 1, 2024, are the following: 

•       Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current, and Non-current Liabilities with Covenants;

•       Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Agreements; and

•       Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback. 

The impact of these amendments is not significant.

The standards and interpretations not yet mandatory as of June 30, 2024 are the following: 

•       Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability whose application is for annual reporting periods beginning on or after January 1, 2025 (not yet approved by the UE);

•       Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – Amendments to the Classification and Measurement of Financial Instruments, whose application is for annual reporting periods beginning on or after January 1, 2026 (not yet approved by the EU); 

•       Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 et IAS 7 as part of the annual improvement process , whose application is for annual reporting periods beginning on or after January 1, 2026 (not yet approved by the EU);

•       IFRS 18 Presentation and Disclosure in Financial Statements, whose application is for annual reporting periods beginning on or after January 1, 2027 (not yet approved by the EU); 

•       IFRS 19 Subsidiaries without Public Accountability: Disclosures, whose application is for annual reporting periods beginning on or after January 1, 2027 (not yet approved by the EU).

These texts have not been early adopted. The expected impacts are not considered significant, except for IFRS 18, for which the Group has not completed its assessment to date.

2.2. Use of judgments and estimates

In preparing these condensed interim financial statements, management has made judgments and estimates that affect the application of the Company's accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual values may differ from estimated values.

2.3. Functional and presentation currency

The consolidated financial statements are presented in euros, which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

2.4. Seasonality of operations

The Group is not subject to significant seasonal fluctuations. The Group activity is linked to the progress of our clients' projects, which are not connected to seasonal events but depend on the internal schedules of each client.  

3. Significant events of the period

In 2024:

•      In the first half 2024, AMA launched a global savings plan focused on scaling back its workforce by more 20 positions in France and 5 in other countries, with one non-priority commercial business units shut down in China and the management of the customers reassigned to the other subsidiaries. That’s the reason why, a restructuring provision of €481k has been recorded in the group financial statements. 

•      A shareholder loan was granted by Guillemot Brothers Ltd for €4,000k on June 3, 2024. The loan was later fully waived on June 4, 2024.

•      On 31 January 2022, AMA granted stock options to employees with an exercise price of €2.03, a vesting period ending on 31January 2024, and an option exercise period extending until 30 January 2028. On January 8, 2024, the Board of Directors, acting in accordance with section 16.2 of the plan, ratified a revision of the stock options' pricing. This adjustment involved issuing new options to supersede the original ones, aimed at maintaining their motivational value by lowering the exercise price from €2.03 to €0.21. This revision affected 878,500 stock options, which accounted for 1.7% of AMA's share capital. The financial impact recognized in January 2024 under IFRS 2 for this revision is €94 k.

In 2023: 

•      AMA Corporation Plc has increased its shareholding in AMA Xperteye Inc of €3k.

•      On 12 June 2023, AMA launched a capital increase on Euronext Growth of an amount of €7,999k.

•      On 27 June 2023, AMA has completed its fund raising of €7,999k by issuing 30,769,230 new ordinary shares with a nominal value of £0.125, at the price of €0.26 per share. GUILLEMOT BROTHERS SAS subscribed to this capital increase in AMA Corporation Plc for a number of 30,682,640 new shares, increasing its stake in AMA from 34.38% before this capital increase to 72.15% after the transaction.

•      On 24 March 2023, the company established a stock option plan that represented 5% of AMA's share capital at the time. These stock options had a six-year lifespan and were exercisable at a price of €0.35 two years after their issuance, contingent upon meeting a condition of ongoing employment.

•      On 31 December 2023, AMA Corporation Plc waved part of its loan granted within the scope of the loan agreement dated January 1st, 2019 to AMA SA, amounting to €2,247k in order to improve the financial position of AMA SA for the fiscal year 2023. 

•      The provision for employment safeguard plans has been partially reversed for €27k, of which €18k was used. A provision of €8k has been maintained 31 December 2023 to cover the costs of employees leaving the Group in 2024.

4. Subsequent events

None.

5. Consolidation scope

5.1. Consolidation scope

The consolidated companies are as follows:

* AMA OEIL DE L’EXPERT CANADA is indirectly held through AMA SA.

5.2. Consolidation scope

The impact of changes in non-controlling interests, while retaining control, are recognized in equity as indicated below:

On January 24, 2024, AMA Corporation Plc's wholly-owned Italian subsidiary, AMA Xperteye S.R.L. Italy, underwent liquidation. This action was carried out as part of the group's restructuring strategy initiated in 2022 and had no notable impact on the Group's consolidated financial position.

As a reminder, in 2023, AMA Corporation Plc has increased its shareholding in AMA XPERTEYE Inc for €3k. This operation resulted in an 0,7% increase in its equity interests.

6. Segment information

The Group’s chief operating decision maker refers to the members of the Executive Committee and the Board of Directors.

The Group comprises ten distribution subsidiaries, covering three geographic areas corresponding to the following segments:

•               Europe, which includes subsidiaries in France, Germany, the UK, Romania and Spain and which primarily invoice customers in Europe;

•               North America, which includes subsidiaries in the United States and Canada and which primarily invoice customers in the North American area;

•               Asia, which includes subsidiaries in Hong Kong, Shanghai and Japan and which primarily invoice customers in the Asia area.

The subsidiaries in each geographic area correspond to operating segments with similar economic characteristics.

All of the subsidiaries offer similar products and services but are strategically monitored by geographic area. 

Information relating to each operating segment is presented below. Operating income and adjusted EBITDA for each segment are used to measure performance as management considers that this information is the most relevant for understanding the earnings of each segment compared with earnings from other entities. Adjusted EBITDA is defined as operating income plus depreciation, amortisation and impairment of property, plant and equipment and intangible assets, share-based payment expenses, and other non-current expenses/income. 

The other items in the income statement, including financial income and expenses as well as taxes, are included within “Registered office, support functions and intragroup”.

The "Cost of Sales" in the income statement is equal to the sum of "Merchandise purchases" and "Change in inventories" (included in the Profit margin in the segment information table below) and "Inventory impairment" (excluded from the Profit margin).

Revenue

Cost of sales

Inventory changes

Partnership commissions

Leased 'Xperteye Amortisation and rental costs

Margin excluding in inventory depreciation

Reversal / Depreciation of inventory

Other income

Other purchases and external expenses

Personnel expenses

Other depreciation of property, plant and equipment and intangible assets

- Other non-current expenses/(income)

- Share-based payments

Adjusted EBITDA

Revenue

Merchandise purchases

Inventory changes

Partnership commissions

Leased 'Xperteye Amortisation and rental costs

Margin excluding inventory depreciation

Reversal / Inventory impairment

Other income

Other purchases and external expenses

Personnel expenses

Other amortisation and depreciation of property, plant and equipment and intangible assets

- Share-based payments Other non-current expenses/income

*Reinvoicing between the AMA Corporation Plc parent company or AMA SA and distribution subsidiaries

In 2024, two major events had an impact on the EBITDA of the Group. The events have been restated in the “Adjusted EBITDA” to provide an accurate reflection of the Group’s financial performance. The following adjustments were made:

        ‐     Non-current expenses of €647k linked to the redundancy plan.

‐ The revision of the stock options' pricing, recognized in January 2024 under IFRS 2, has a financial impact of €94 k.

7. Operating data

7.1. Revenue

Revenue

Revenue is split as follows:

Software & support services

Equipment sales Pilot contracts

XpertEye solution revenue

Other services

The Group experienced a decline in turnover by 23% compared to the previous year. 

Revenues linked to its core business, selling the XpertEye software suite, decreased to a lesser extent by 14%. While sales of equipment such as connected equipment, glasses, and smartphones dropped by 37%. These trends continue to reflect the wait-and-see approach observed for clients and prospects facing a deteriorating economic environment.

Contract liabilities

Changes in contract liabilities (prepaid income) is split as follows:

Contract liabilities at 1 January

Increase in amounts received, net of revenue recognised for the period

Revenue recognised for the period included in opening amount

Contract liabilities at 30 June

7.2. Other income

Other income breaks down as follows:

On June 30, 2024, Other operating income mainly comprises the reversal of the €8k provision for employment safeguard plans and the reversal of the €14k for the depreciation of trade receivables.

On June 30,2023, Other operating income mainly comprises the reversal of the €73k provision for Google Pixel telephones (see Note 18) and the reversal of the €23k for the depreciation of trade receivables.

                                                                                      2024.06                        2023.06

 127

 105

 232  

7.3. Operating expenses

Operating expenses break down as follows:

                                                                                                                                            2024.06                         2023.06

(322) (236)

61

(38)

(535)

(3 407)

(47)

(25) (291)

(260)

(240)

On June 30, 2024, the increase in “General sub-contracts” (€355k) is related to the increase in subcontracts of development in AMA SA. 

The increase in "Professional fees" (€174k) is linked to the increase in legal and professional fees (€80k), legal audit accounting fees (€18k), accounting and other fees (€70k), and in financial communication fees (€6k). 

The decrease in “Travel & entertainment” (€-98k) is linked to the decrease of sales and business in the subsidiaries.

The increase in “Other” caption, under Other purchases and external expenses (51 k€), mainly relates to Guillemot Brothers management fees (€64k), and postal fees (€-14k).

7.4. Personnel and headcount

7.4.1. Headcount

2023.06

69

14

 83  

7.4.2. Personnel expenses

Personnel expenses break down as follows:

The decrease in personnel expenses mainly reflects the reduction in the number of employees (see Note 7.4.1).

7.4.3. Share-based payment

On June 30, 2023, AMA Corporation plc granted 2 233 000 stock options (SO) to employees and a corporate representative of AMA CORP, AMA SA, AMA US, AMA Germany, AMA Shanghai, AMA Srl, AMA Japan, AMA Italy and AMA UK. The vesting period is two years. The contractual term is on January 30, 2028 for the first plan of 1 115 500 stocks initiated in 2022 and on March 27, 2029 for the second plan of 1 120 500 stocks initiated in 2023. 

On January 8, 2024, the Board of Directors, acting in accordance with section 16.2 of the first plan, ratified a revision of the stock options' pricing. This adjustment involved issuing new options to supersede the original ones, aimed at maintaining their motivational value by lowering the exercise price from €2.03 to €0.21. This revision affected 878,500 stock options, which accounted for 1.7% of AMA's share capital.

The fair value of the stock options was measured based on Black-Scholes model. The inputs used to measure the 2022 stock options fair value at grant date are as follows:

                                                                                                                 SO 2022                                      SO 2023

Fair value at grant date €0,11 €0,15 Share price at grant date €0,27 €0,35 Exercice price of the option €0,21 €0,35

Expected volatility (weighted average)                                              42,32%                                        53,00%

Expected life span                                                                                  6 years                                         6 years

Maturity                                                                                           4 years - mid-life                        4 years - mid-life

Expected dividend              -               - Risk-free interest rate (based on government bonds) 2,68%    2,53%

0% for founders and directors 0% for founders and directors

Turnover rate                                                                                 5% for managers                       5% for managers

                                                                                                       10% for employees                    10% for employees

In 2024 and 2023, changes in the number of stock options were as follows:

30 Jun. 2024

Options number                                                                                                        Options nb

                                                                                            SO 2022                               SO 2023                               Total

During the periods ended June 30, 2024, share-based payments of €112k were expensed and June 30, 2023, share-based payments of €160k were expensed.

7.5. Non-current operating income and expenses

On June 30 2024, Non-current operating expenses relates to the Group restructuring plan for €647k. It includes €508k for employment safeguard plans (including a provision for €481k) and €139k of termination benefits costs. 

On June 30 2023, there are not non-current operation income and expenses.

8. Net financial income and expense

Group financial income and expense is split as follows:

Foreign exchange gains41 Other financial income11

Interest and related income52

On June 30, 2024, the “Other financial income” mainly comprises interest on bank savings (€29k) and cash equivalents income (€74k).

9. Taxation

The income tax expense is determined based on the pre-tax profit for the interim period multiplied by management's best estimate of the weighted average annual tax rate expected for the full year. This rate is adjusted for the tax effect of certain items fully recognized in the interim period. Accordingly, the effective tax rate in the interim financial statements may differ from management's estimate of the effective tax rate in the annual financial statements.

For the six-month period ending June 30, 2024, the Group's effective tax rate for continuing operations is 25% (for the six-month period ending June 30, 2023: 19%).

10. Earnings per share

Earnings per share takes into account the June 27th, 2023, operations during which capital increase of 30 769 230 shares.

Earnings attributable to holders of ordinary shares (basic):

Weighted average number of ordinary shares at 30 June 2024 does not include the outstanding stock options. 

Indeed, as the result of continuing operations is a loss, instruments giving deferred rights to capital such as stock options have an anti-dilutive effect. They are therefore not considered, and basic earnings per share are therefore identical to diluted earnings per share.

11. Intangible assets and property, plant and equipment

        11.1.          Intangible assets

Intangible assets are split as follows:

                             € 000                                                   2023.12                Additions             Disposals        Amortisation for         Effects of           Reclassifications

                                                                                                                             the period            changes in

foreign exchange rates

        11.2.           Property, plant and equipment

Property, plant and equipment breaks down as follows:

2023.12                                                                         Additions           Disposals        Depreciation for                    Effects of       Reclassifications the period                changes in

€ 000

foreign exchange rates

2022.12   Additions         Disposals        Depreciation for                    Effects of       Reclassifications € 000        the period       changes in foreign

Other fixtures, fittings and equipment correspond to work done in AMA offices.

        11.3.           Impairment tests

During the year 2022, the Group’s market capitalization declined by more than 80% which constitutes an indication of impairment. To determine if the carrying amount of R&D at the end of June 2022 exceeded its recoverable amount, the company used the value-in-use method. The value in use method involves estimating the future cash flows that the R&D’s cash-generating unit (CGU) will generate over the useful life of 5 years. All assets of the Group being largely dependent, budgets realized and validated by the management for all the Group are the most relevant inputs for estimating the future discounted cash flow generated by this R&D’s CGU.

The comparison of this recoverable amount estimated under reasonable and supportable assumptions to the carrying amount of the Group’s net assets led to depreciate R&D capitalized costs for their total amount.

In 2024, the underlying assumptions used in 2022 are maintained, and the research & development costs are recognized in expenses. 

12. Leases

In the course of its business, the Group leases premises and vehicles and accesses dedicated servers with a lease component. 

Right-of-use assets break down as follows:

The related impact on profit and loss and cash flow is as follows:

        ‐     Amounts recognised in net profit (loss)

2024.06                                                                                                                           2023.06

                                                                                                                              € 000                      € 000

Interest on lease liabilities(11)

Depreciation charge(307)  

The expense recognised for leases of low-value assets or leases for less than one year is not material.

        ‐     Amounts recognised under cash flows:

2024.06                                                                                                                           2023.06

                                                                                                                              € 000                      € 000

Total cash outflows attributable to leases294  

13. Financial assets

Financial assets break down as follows:

€ 000 2023.12

Depreciation loans, guarantees and other receivables - non-current(4)

Depreciation of financial assets(4)

14. Inventories

Inventories mainly comprise glasses and accessories.

In 2024, a €71k depreciation reversal was recorded on products depreciated in 2021 or 2022.

In 2023, a €64k depreciation reversal was recorded on products depreciated in 2021 or 2022 and sold essentially to brokers in 2023, as obsolete smartphones for example (€ 88 k). 

Inventory is regularly reviewed to identify discontinued items or items that pose resale difficulties.

15. Trade and other receivables, other current assets

Trade receivables and other current assets break down as follows:

The decrease in trade and other receivables in proportional with the decrease of sales. 

16. Cash and cash equivalents 

17. Equity

        17.1.          Share capital

AMA Corporation Plc’s share capital breaks down as follows:

                                                                                                                                                            Shares capital              Share

premium

                                                                                                                                                      22 455 815          3 207            34 161

 30 769 230 4 473 3 343  53 225 045 7 680 37 505  The par value of ordinary shares is €0.144.

On 27 June 2023, AMA Corporation Plc completed an increase in capital of €7,824k, by issuing 30,769,230 new ordinary shares with a nominal value of £0.125, priced at €0.26 per share. This transaction resulted in a nominal capital injection of €4,473k and a share premium of €3,351k..

GUILLEMOT BROTHERS SAS subscribed to this capital increase in AMA Corporation Plc  for a number of  30,682,640 new shares, increasing its stake in AMA from 34.38% before this capital increase to 72.15% after the transaction.

18. Provisions and contingent liabilities

In 2020, a €538k provision was recognised for the upcoming replacement of Google Pixel telephones purchased by clients. The XpertEye Advanced APK (Android Package Kit), developed in 2020 and slated for release in 2021, were not compatible with the Google Pixel currently embedded in the XpertEye Advanced solution, or compatibility would require overly costly development. This provision has been reversed during the past three years.

In 2022, a €35k provision was recognised for employment safeguard plans (termination benefits). This provision has been completely reversed at June 30, 2024.

In 2024, an additional provision was recognised for employment safeguard plans (€481k).  The restructuring plans include termination benefits and personnel expenses. 

19. Loans and borrowings

        19.1.          Main terms and conditions

The terms and conditions of current loans are as follows:

                                                                   Currency      Annual nominal        Year of

€ 000

                                                                                         interest rate         maturity

2 470   -             2 852

Fixed rates range from 0% to 1.9%, while floating rates are EURIBOR 3M +3.587%.                                                 

        19.2.           Change in loans and borrowings distinguishing cash and non-cash flows

Changes to loans and borrowings and lease liabilities in 2024 and 2023 were as follows:

20. Trade accounts payable, other current liabilities

Trade payables and other current liabilities break down as follows:  

€ 0002023.12

Total trade payables 807 

Staff and social security payables - current 654 

Tax payables (excl. income tax)  90  Prepaid income (excl. client contracts)-

Other payables - current 11 

The trades payables change, concerns mainly AMA SA with an increase of €147k and AMA Corporation Plc with an increase of €76k. 

21. Financial instruments and risk management

        21.1.          Classification and fair value of financial instruments

                                                                                                                               2024.06                                                           2023.12

                                                                         Accounting                                             Fair value level Carrying amount                                                Fair value

 € 000

category

Loans and guarantees                                                                    Amortised cost   Level 2 - Note 2

Fair value

Non-consolidated equity investments                                                                        Level 3 - Note 3

through P&L

Total non-current financial assets

Trade and other receivables  Amortised cost                        Note 1 Cash and cash equivalents                Amortised cost                        Note 1

Total current financial assets

Total assets

Bank loans and other financial liabilities      Amortised cost                        Level 2 - Note 5 Current account with Guillemot Brothers Ltd                      Amortised cost                       Level 2 - Note 5

Total non-current financial liabilities

Non-current lease liabilities                                                         Amortised cost                                                       Level 2 - Note 4574                                                                                N/A

Bank loans and other financial liabilities      Amortised cost                        Level 2 - Note 5700                719 Current account with Guillemot Brothers Ltd                  Amortised cost                        Level 2 - Note 5(0)                        (0)

Trade payables                                                                                Amortised cost                                                               Note 1807                                                                                      807

Bank overdraft                                                                                 Amortised cost   Note 1

Total current financial liabilities

Current lease liabilities                                                                 Amortised cost   Level 2 - Note 4

Total liabilities 

Note 1 - The carrying amount of current financial assets and liabilities is deemed to be approximately their fair value.

Note 2 - The difference between the carrying amount and fair value of loans and guarantees is deemed immaterial.

Note 3 - The fair value of unconsolidated equity investments is immaterial.

Note 4 - As allowed for under IFRS, the fair value of lease liabilities and their level in the fair value hierarchy is not presented.

Note 5 - The fair value of loans and borrowings was estimated using future cash flows discounted at a market rate.

22. Risk management

The Group is exposed to interest rate risk, credit risk and liquidity risk. The Group has not identified any significant changes in the identified risks compared to December 31, 2023.

23. Related-party transactions

Since July 12, 2022, Guillemot Brothers SAS is the Group’s parent company. The Group has not identified any significant changes in transactions with related parties, except for the waiver of Guillemot Brothers's shareholder loan, as explained in note 3.

24. Off-balance sheet commitments

The Group has not identified any significant changes in off-balance sheet commitments in the first half of 2021, 2022, 2023 and 2024 compared to December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020.