Gi Group Poland S.A., ul. Grzybowska 3 lok. U6, 00-132 Warszawa, tel.: +48 22 493 47 89,
Adres do korespondencji: ul. Gwiaździsta 66, 53-413 Wrocław, +48 71 37 10 900, pl.gigroup.com
NIP: 8971655469, REGON: 932629535, KRS: 0000083941, Sąd Rejonowy dla m.st. Warszawy w Warszawie,
XII Wydział Gospodarczy - Krajowego Rejestru Sądowego, Kapitał zakładowy opłacony w całości 6.575.388,80 zł
Commentary of the Management Board of Gi Group Poland S.A. on the reservation
expressed by the entity authorized to audit financial statements in the report of the
independent statutory auditor on the audit of the annual consolidated financial statement
prepared as at December 31, 2022.
Content of the reservation
Grant Thornton Polska sp. z o.o. sp.k. ("Statutory auditor") in the Report on the review of the
annual consolidated financial statements as at December 31, 2022 included the following
reservation:
"In point 2.3. of the consolidated financial statements, the Parent Company's Management
Board informed of the existence of a state of actual loss of control over Prohuman 2004 Kft,
based in Hungary, and its capital group (Prohuman, Prohuman Group, respectively); the
recognition in the consolidated financial statements for the fiscal year ended December 31,
2020 of the effects of the identified loss of control using the latest available data of the
Prohuman Group covering the period from January 1, 2020 to September 30, 2020; and the
adoption of the equity method for the valuation of the Prohuman Group's shares in subsequent
periods.
In addition, the Management Board of the Parent Company informed that the consolidated
financial results of the Group did not include the financial result of the Prohuman Group for
the fourth quarter of 2020, 2021 and the period from January 1, 2022 to the date of sale of
Prohuman shares, respectively, due to the lack of receipt of data from the Prohuman Group.
The Prohuman Group's figures as of September 30, 2020 were not audited. Management Board
were unable to obtain adequate and sufficient evidence to confirm that the valuation of the
Prohuman Group's assets and liabilities as of September 30, 2020 does not require adjustments.
In addition, due to the lack of data, Management Board were unable to estimate the possible
impact on the consolidated financial statements of the recognition of the Group's share of the
Prohuman Group's result for the fourth quarter of 2020, 2021 and the period from January 1,
2022 to January 19, 2022, i.e. the date of sale of the Prohuman shares, respectively."
Commentary of the Management Board to the Auditor’s reservation
The Management Board of Gi Group Poland S.A. ("Company"), in the current report No.
17/2021 of March 31, 2021, informed that the continuing - as a result of the ongoing corporate
dispute in Prohumán - difficulties in terms of the possibility of effective ownership and
management influence on Prohumán and the Prohumán Group caused that on March 31, 2021,
Gi Group Poland S.A. has become convinced of the actual loss of control over Prohumán in
accordance with the International Financial Reporting Standards ("IFRS").
From the above date and until the sale of all shares held in Prohuman, the Management Board
of Gi Group Poland S.A. continued actions aimed at restoring, in the manner provided for by
law, the rights related to the status of the majority shareholder of Prohuman held at that time.
Gi Group Poland S.A., ul. Grzybowska 3 lok. U6, 00-132 Warszawa, tel.: +48 22 493 47 89,
Adres do korespondencji: ul. Gwiaździsta 66, 53-413 Wrocław, +48 71 37 10 900, pl.gigroup.com
NIP: 8971655469, REGON: 932629535, KRS: 0000083941, Sąd Rejonowy dla m.st. Warszawy w Warszawie,
XII Wydział Gospodarczy - Krajowego Rejestru Sądowego, Kapitał zakładowy opłacony w całości 6.575.388,80 zł
Due to the fact that the measures taken by Gi Group Poland S.A. did not bring the expected
result, the premises of IFRS 10 were fulfilled, which determined the loss of the Company's
control over Prohuman. Pursuant to IFRS 10, the discussed loss of control meant that, starting
from the consolidated financial statements of the Gi Group Poland group (at that time operating
under the name: "Work Service") for the financial year 2020, until the situation changed, i.e.
the sale of all shares held in Prohuman, Company:
1) excluded from the consolidated balance sheet the assets (including goodwill relating to
the Prohuman group) and the liabilities of the Prohumán group (as a former subsidiary),
which were consolidated until September 30, 2020 together with minority capital and
the result on exchange differences relating to the translation of the statements of the
Prohuman group;
2) recognized the value of the Prohuman group in the consolidated balance sheet in the
amount corresponding to the fair value of this group;
3) recognized receivables and liabilities towards the Prohuman group;
4) included in the annual consolidated income statement for 2020 the revenues and costs
of the Prohuman group for the period of 9 months ended September 30, 2020;
5) valued the shares in the Prohuman group using the equity method, i.e. included in the
annual consolidated income statement the consolidated financial result of the Prohuman
group only for the second quarter of 2020. The company has not received financial data
for subsequent periods;
6) presented all the data and adjustments described in points 1-5 above in the financial
statements in the part concerning continued operations, together with financial data of
other entities that were not discontinued operations.
Management Board of Gi Group Poland S.A. at the same time, points out that the
indicated reservation does not affect the financial situation, including the liquidity of the
Company, or the individual data of Gi Group Poland S.A.
