{"url_path":"/sec/nwgl/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 **","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","accession_number":"0001493152-26-019023","cik":"0001948294","ticker":"NWGL","issuer_name":"CL Workshop Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","primary_entity_key":"0001948294","primary_entity_name":"CL Workshop Group Ltd"},"word_count":3503,"has_tables":true,"body_markdown":"**ITEM\n5.**\n**OPERATING\nAND FINANCIAL REVIEW AND PROSPECTS**\n\n \n\nYou\nshould read the following discussion and analysis of the Group’s financial condition and results of operations in conjunction with\nthe Group’s consolidated financial statements and the related notes included elsewhere in this annual report. This discussion may\ncontain forward-looking statements based upon current expectations that involve risks and uncertainties. The Group’s actual results\nmay differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set\nforth under “Item 3. Key Information — 3.D. Risk Factors” or in other parts of this annual report.\n\n \n\n**5.A.\nOperating Results**\n\n \n\n**Business\nOverview**\n\n \n\nWe\nare a holding company incorporated as an exempted company under the laws of the BVI. As a holding company with no material operations\nof our own, we conduct our substantial operations mainly in Peru, France, Hong Kong and Macau, through our Operating Subsidiaries.\n\n \n\nWe\nare a forestry company. We trade a range of products, including logs, decking and flooring. We are committed to provide high-quality\nproducts to our customers consistently. Our goal is to become a leading player in the wood industry and provide sustainable and high-quality\nwood products at an affordable price to our customers.\n\n \n\nOur\nproducts and services provide significant value for consumers, through our “NATU” brand. We also seek to maximize consumers’\naccess to our products and services through competitive pricing and regular evaluations of our pricing arrangements and contracts with\nour distributors.\n\n \n\nOur\ncustomers include importers, retailers and processors located in China, Peru, France, Hong Kong, Belgium, the United States and South\nAsia.\n\n \n\n**Macroeconomic\nEnvironment**\n\n \n\nCoronavirus\n(COVID-19) Update\n\n \n\nThe\noutbreak of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, has created significant volatility,\nuncertainty and disruption in the global economy.\n\n \n\nIn\nJanuary 2020, the Chinese government issued a series of policies to prevent the spread of COVID-19. The Chinese government has shown\nsigns of relaxing its COVID-19 policies. For instance, the Chinese government has eased the border restrictions by reopening certain\nborder crossing points between mainland China and Hong Kong to travelers since January 8, 2023. On March 15, 2020, Peru announced a nationwide\nlockdown due to the pandemic, which was lifted in June of the same year. After that, various pandemic prevention measures have been introduced\nin various countries and regions around the world.\n\n \n\nWith\nregard to our production base in Peru, during the lockdown period, production in all of our factories was suspended for around three\nmonths, many businesses ceased to operate and shops were closed, and all government departments (including, among others, the forestry\nbureau and tax bureau) did not work normally, which hindered our business operations in terms of production, delivery as well as raw\nmaterials procurement. The pandemic and lockdown measures also raised concerns over health and safety among the workers and led to changes\nin their mentality, which resulted in instability in personnel and high turnover rate, in turn affecting the normal work progress in\nour production base. Furthermore, the resulting inflation, which significantly raised diesel prices, electricity fees as well as employee\nbase salary, had an impact on our costs of operation. To mitigate the inflationary pressures, we have adjusted prices to our customers\nto reflect changes in our operating costs. Other control measures imposed as a response to the pandemic also led to delay in the development\nof various parts of the forests, resulting in a period of supply shortage and rising costs of raw materials for our business operations.\n\n \n\n35\n\n \n\n \n\nWith\nregard to our sales, COVID-19 related lockdown and other control measures imposed in other countries which form part of the overseas\nmarket for our products had and may continue to have an impact on our international exports. For instance, the Chinese market will not\nbe able to receive delivery of our products during the period of lockdown, and consumers’ demand for wooden floors will decline,\nwhich will significantly affect the quantity and price of flooring materials we sell in China. In addition, as the price of sea freight\nhas increased by 300% as compared with that before the pandemic, this has led to higher overall costs for our customers. The shortage\nin supply of cargo containers, reduction in shipping frequency and longer shipping period have also affected the shipment and delivery\nof our products to a certain extent. Additionally, the pandemic has resulted in the shutdown of factory production, rising costs, delays\nin transportation and delivery, and shortage in supply of raw materials, which raised the price of wood products in the whole market.\nAt the same time, due to the impact of the pandemic on the global economy, market consumption was weak, resulting in a backlog of goods,\nwhich in turn affected the number of orders placed by our customers.\n\n \n\nIn\nthe second half of 2022, COVID-19 has subsided and many countries lifted entirely its epidemic prevention measures in the first quarter\nof 2023. Now, this far-reaching epidemic can be regarded as over. During the years ended December 31, 2025, 2024 and 2023, COVID-19 has\nhad a limited impact on the Company’s operations.\n\n \n\nRussia-Ukraine\nConflict\n\n \n\nDue\nto the Russian-Ukrainian war, the conflicts in the Middle East and the weakening global economic growth momentum, there has been a decline\nin consumer demand for wood. In light of the changing market conditions, we have downsized the operations in Peru and underwent a cost\ncontrol and reduction exercise to make its operations competitively efficient and cost effective whilst seeking new profitable growth\nopportunities.\n\n \n\nUS-Iran\nWar\n\n \n\nThe\nescalation of armed conflict between the United States and Iran has further exacerbated geopolitical instability in global markets. The\nresulting disruptions to international shipping routes, increased energy prices, and heightened uncertainty have adversely affected supply\nchains and input costs across various industries. These factors have contributed to a more cautious investment climate and reduced consumer\nconfidence, particularly in regions dependent on stable energy supplies. In response, we have implemented additional risk mitigation\nmeasures, including adjusting our procurement strategies to manage potential cost escalations and ensure business continuity.\n\n \n\nUS\nTariffs\n\n \n\nIn\naddition, the imposition of new tariffs by the United States government on a range of imported goods has significantly impacted global\ntrade flows and increased the cost of sourcing materials for our operations. These tariffs have resulted in higher raw material costs\nand have placed additional pressure on profit margins, especially for products exported to or imported from the United States. To address\nthese challenges, we have undertaken a comprehensive review of our supply chain and are actively seeking alternative sourcing arrangements,\nrenegotiating supplier contracts, and optimizing our product mix to mitigate the adverse financial effects of these tariff measures.\n\n** **\n\n**Key\nFactors that Affect Operating Results**\n\n \n\nWe\nbelieve the following key factors may affect our financial condition and results of operations:\n\n \n\n \n●\n\nour\nability to achieve product certification approvals for all our products in the jurisdictions we planned to expand into;\n\n \n \n \n\n \n●\nour\nability to commercialize our logs, flooring, decking and other products;\n\n \n \n \n\n \n●\nour\nability to launch successful marketing and sales activities to sell our products;\n\n \n \n \n\n \n●\nour\nability to enter into production agreements with our existing and potential suppliers for our flooring and decking products at competitive\nprices;\n\n \n \n \n\n \n●\nour\nability to raise additional funds for accelerating business growth;\n\n \n \n \n\n \n●\nour\nability to enhance our operational efficiency; and\n\n \n \n \n\n \n●\nforce\nmajeure factors, such as disasters and warfare.\n\n \n\n36\n\n \n\n \n\n**Results\nof Operations**\n\n \n\nThe\nfollowing provides a summary of our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023:\n\n \n\n  \n\n**For the year ended**\n\n**December 31, 2025**\n  \n\n**For the year ended**\n\n**December 31, 2024**\n  \n\n**For the year ended**\n\n**December 31, 2023**\n \n\n  \n$(‘000)  \n$(‘000)  \n$(‘000) \n\nRevenue \n 14,584  \n 16,341  \n 17,673 \n\nCost of revenue \n (13,184) \n (10,902) \n (10,514)\n\nGross profit \n 1,400  \n 5,439  \n 7,159 \n\nNet foreign exchange (losses) gains \n (29) \n (253) \n 10 \n\nOther income, net \n 68  \n (10) \n 20 \n\nImpairment loss recognized on financial asset \n (3,003) \n 183  \n (180)\n\nSelling and distribution expenses \n (885) \n (3,297) \n (3,740)\n\nAdministrative expenses \n (3,416) \n (2,381) \n (2,683)\n\nFinance income \n 3  \n 13  \n 23 \n\nFinance costs \n (503) \n (705) \n (1,363)\n\nLoss before income tax \n$(6,365) \n$(1,011) \n$(753)\n\nIncome tax (expenses) credits \n (52) \n 74  \n 49 \n\nLoss from continuing operation \n$(6,417) \n$(938) \n$(704)\n\nNet profit (loss) from discontinued operations \n 561  \n (7,791) \n (11,229)\n\nNet loss for the year \n (5,856) \n (8,729) \n (11,933)\n\n \n\n  \n\n**For the year ended**\n\n**December 31, 2025**\n  \n\n**For the year ended**\n\n**December 31, 2024**\n  \n\n**For the year ended**\n\n**December 31, 2023**\n \n\n  \n$(‘000)  \n$(‘000)  \n$(‘000) \n\nRevenue \n 14,584  \n 16,341  \n 17,673 \n\nCost of revenue \n (13,184) \n (10,901) \n (10,514)\n\nGross Profit \n 1,400  \n 5,439  \n 7,159 \n\n  \n    \n    \n   \n\nOperating Expenses \n    \n    \n   \n\nSelling and distribution expenses \n$(885) \n$(3,297) \n$(3,740)\n\nAdministrative expenses \n (3,416) \n (2,381) \n (2,683)\n\n  \n    \n    \n   \n\nOther non-operating expenses, net \n (3,464) \n (772) \n (1,489)\n\nLoss before income tax \n$(6,365) \n$(1,011) \n$(753)\n\nIncome tax credits (expenses) \n (52) \n 74  \n 49 \n\nLoss from continuing operation \n$(6,417) \n$(938) \n$(704)\n\nNet profit (loss) from discontinued operations \n 561  \n (7,791) \n (11,229)\n\nNet loss for the year \n (5,856) \n (8,729) \n (11,933)\n\n \n\n37\n\n \n\n \n\n*Revenue*\n\n \n\nWe\ngenerate our revenues from sales of logs, decking, flooring and sawn timbers.\n\n \n\nSet\nforth below are the revenues generated from our business and the percentage of total revenues for the years indicated:\n\n \n\n  \n\n**For the year ended**\n\n**December 31, 2025**\n  \n\n**For the year ended**\n\n**December 31, 2024**\n  \n\n**For the year ended**\n\n**December 31, 2023**\n \n\n  \n$(‘000)  \n   \n$(‘000)  \n   \n$(‘000)  \n  \n\nLogs \n 5,633  \n 38.6% \n 12,161  \n 74.4% \n 10,024  \n 56.8%\n\nFlooring \n 7,524  \n 51.6% \n 745  \n 4.6% \n 2,124  \n 12.0%\n\nDecking \n 1,157  \n 7.9% \n 3,376  \n 20.7% \n 5,393  \n 30.5%\n\nSawn timber \n 270  \n 1.9% \n 53  \n 0.3% \n 132  \n 0.7%\n\nCarbon credits \n -  \n -  \n 6  \n 0.1% \n -  \n - \n\nTotal \n$14,584  \n 100.0% \n$16,341  \n 100.0% \n$17,673  \n 100.0%\n\n \n\nThe\nfollowing table sets forth disaggregation of revenue by customer location:\n\n \n\n  \n2025  \n2024  \n2023 \n\n  \nUSD  \nUSD  \nUSD \n\n  \n   \n   \n  \n\nGeographical locations: \n    \n    \n   \n\nChina \n 6,503,329  \n 7,650,663  \n 10,303,013 \n\nEurope \n 1,968,041  \n 4,091,360  \n 6,036,052 \n\nSouth America \n 16,089  \n -  \n 895,851 \n\nNorth America \n 317,137  \n 514,777  \n 43,036 \n\nAsia \n 5,531,033  \n 4,056,712  \n 395,521 \n\nAfrica \n 248,542  \n 27,063  \n - \n\nTotal \n 14,584,171  \n 16,340,575  \n 17,673,473 \n\n  \n    \n    \n   \n\nTiming of revenue recognition: \n    \n    \n   \n\nAt a point in time \n 14,584,171  \n 16,340,575  \n 17,673,473 \n\n \n\nRevenue\nwas approximately $14.6 million and $16.3 million for the years ended December 31, 2025 and 2024, respectively. The decrease in revenue\nwas due to drop of both market demand and market prices of our logs and decking following the global economic downturn that has continuously\nimpacted the home building and home renovation sectors. The outbreak of Chinese property sector crisis, Russia-Ukraine Wand, Iran-Israel\nWar and US-China tariffs have further worsened the revenue.\n\n \n\nRevenue\nwas approximately $16.3 million and $17.7 million for the years ended December 31, 2024 and 2023, respectively. The decrease in revenue\nwas primarily attributable to the drop of market prices of our solid wood flooring and decking products following the global economic\ndownturn, ongoing wars and armed conflicts around the world that has continuously impacted the home building and home renovation sectors.\nThe revenue was further dampened by the outbreak of Chinese property sector crisis in China.\n\n \n\n*Cost\nof revenue*\n\n \n\nThe\ncost of revenue for the years ended December 31, 2025, 2024 and 2023 was $13.2 million, $10.9 million and $10.5 million, respectively.\nThe increase in cost of revenue was primarily due to the drop of the average gross profit and increase in material cost following the\nongoing wars and armed conflicts around the world that has continuously impacted the home building and home renovation sectors.\n\n \n\n38\n\n \n\n* *\n\n*Gross\nprofit*\n\n \n\nSet\nforth below table are the gross profit and gross profit margin generated from our business for the years indicated:\n\n \n\n  \nFor the year ended\nDecember 31, 2025  \nFor the year ended\nDecember 31, 2024  \nFor the year ended\nDecember 31, 2023 \n\n  \nGross profit  \nGross profit margin  \nGross profit  \nGross profit margin  \nGross profit  \nGross profit margin \n\n  \n$ (‘000)  \n   \n$ (‘000)  \n   \n$ (‘000)  \n  \n\nLogs \n (357) \n (6.3)% \n 3,565  \n 29.3% \n 4,565  \n 45.5%\n\nFlooring \n 1,750  \n 23.3% \n 148  \n 19.8% \n 291  \n (13.7)%\n\nDecking \n (5) \n (0.5)% \n 1,758  \n 52.1% \n 2,301  \n 42.7%\n\nSawn timber \n 12  \n 4.6% \n (31) \n (58.9)% \n 2  \n 1.5%\n\nCarbon credits \n -  \n -  \n 1  \n 3.3% \n -  \n - \n\nTotal \n$1,400  \n 9.6% \n$5,439  \n 33.3% \n$7,159  \n 40.5%\n\n \n\nGross\nprofit for the years ended December 31, 2025 and 2024 were $1.4 million and $5.4 million, respectively. The decrease in gross profit\nwas due to drop of both market demand and market prices of our products following the global economic downturn, and the Israel-Palestine\nconflict and tariff.\n\n \n\nGross\nprofit for the years ended December 31, 2024 and 2023 were $5.4 million and $7.2 million, respectively. The significant decrease in gross\nprofit was primarily due to the unfavorable market conditions arising in the construction and home improvement sector attributable to\nthe Russian-Ukrainian war.\n\n \n\n*Net\nForeign Exchange Gains (Losses)*\n\n \n\nNet\nforeign exchange losses were approximately $0.03 million for the year ended December 31, 2025 and losses were approximately $0.25 million\nfor the year ended December 31, 2024. Net foreign exchange gains of approximately $0.01 million for the year ended December 31, 2023.\nNo material fluctuation during the report periods.\n\n \n\n*Operating\nExpenses*\n\n \n\nOperating\nexpenses for the years ended December 31, 2025 and 2024 were $4.3 million and $5.6 million, respectively. The decrease in operating expenses\nwas primarily attributable to the decrease in shipping costs and sales-related expenses, which aligned with the drop in revenue. The\nCompany will continue to review its workforce and may implement further staff reductions in response to business conditions. Management\nremains focused on increasing cost efficiency and aligning operating expenses with revenue trends.\n\n \n\nOperating\nexpenses for the years ended December 31, 2024 and 2023 were $5.6 million and $6.4 million, respectively. The decrease in operating expenses\nwas primarily attributable to decrease in staff costs following layoffs and in line with decrease in revenue.\n\n \n\n*Other\nIncome, Net*\n\n \n\nFor\nthe years ended December 31, 2025, 2024 and 2023, our other income, net amounting to approximately $0.07 million, -$0.01 million and\n$0.02 million, respectively was primarily consisted of VAT tax concessions and sales of side products and spare parts.\n\n \n\n*Finance\nCosts*\n\n \n\nThe\nfinance cost amounted to approximately $0.5 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively. The\ndecrease in interest expense was primarily due to reduced overall bank borrowing balance.\n\n** **\n\nThe\nfinance cost for the years ended December 31, 2024 and 2023 remained stable and amounted to approximately $0.7 million and $1.4 million,\nrespectively. The decrease in interest expense was primarily due to the conversion of convertible bond into share capital upon listing\nin 2023.\n\n \n\n39\n\n \n\n* *\n\n*Income\ntax (credits) expenses*\n\n \n\nIncome\ntax (credits) expenses of approximately ($52,000) and $74,000 were recorded for the years ended December 31, 2025 and 2024 while income\ntax expenses of approximately $49,000 was recorded for the year ended December 31, 2023. The turnaround from income tax expense to income\ntax credit was mainly due to decrease in taxable profits of the Group and over-provision in respect of prior years.\n\n \n\n*Total\nloss for the years*\n\n \n\nFor\nthe years ended December 31, 2025 and 2024, our total loss was approximately $5.9 million and $8.7 million, respectively. The decrease\nin loss was primarily due to an gain from disposal on discontinued operation and decrease in selling and distribution expenses resulting\nfrom decrease in sales-related expenses which aligned with the drop in revenue and benefited from our effective cost control measures.\n\n \n\nFor\nthe years ended December 31, 2024 and 2023, our total loss was approximately $8.7 million and total loss was approximately $11.9 million\nrespectively. The decrease in loss was primarily due to operating expenses resulting from the decrease in operating expenses as a result\nin staff costs and sales-related expenses.\n\n \n\n**Commitments\nand Contingencies**\n\n \n\n*Capital\nExpenditures*\n\n \n\nWe\nhave contractual obligations for ongoing capital expenditures at the end of the reporting period.\n\n \n\n  \n2025  \n2024 \n\n  \n$(‘000)  \n$(‘000) \n\n  \n   \n  \n\nContracted, but not provided for: \n    \n   \n\nProperty, plant and equipment \n -  \n 42 \n\n \n\n*Lease\nliabilities*\n\n \n\nThe\nGroup entered into short-term and long-term lease agreements for offices. The Group’s lease obligations under the operating leases\nare as follows:\n\n \n\n  \n\n**As of**\n\n**December 31, 2025**\n  \n\n**As of**\n\n**December 31, 2024**\n \n\n  \n$(‘000)  \n$(‘000) \n\nWithin one year \n 40  \n 121 \n\nMore than one year \n 54  \n 462 \n\nTotal lease liabilities \n 94  \n 583 \n\n \n\n*Contingencies*\n\n \n\nThe\nGroup is currently not a defendant in any material legal proceedings, investigation, or claims.\n\n** **\n\n**Cash\nFlows**\n\n \n\nThe\nfollowing table reflects the major categories of cash flows (in thousands). For additional details, please see the Consolidated Statement\nof Cash Flows.\n\n \n\n  \nFor the year ended\n\nDecember 31, 2025  \nFor the year ended\nDecember 31, 2024  \nFor the year ended\nDecember 31, 2023 \n\n  \n$(‘000)  \n$(‘000)  \n$(‘000) \n\nCash (used in) generated from operating activities \n (907) \n 2,319  \n (239)\n\nCash generated from (used in) investing activities \n 58  \n (705) \n (1,153)\n\nCash used in financing activities \n (2,245) \n (2,045) \n (287)\n\n  \n    \n    \n   \n\nEffect of exchange rate changes \n 1,098  \n (585) \n 575 \n\nChange in cash during the year \n (3,094) \n (431) \n (1,679)\n\nCash, beginning of the year \n 2,963  \n 3,979  \n 5,083 \n\nCash, end of the year \n$967  \n$2,963  \n$3,979 \n\n \n\n40\n\n \n\n \n\n*Cash\n(used in) generated from operating activities*\n\n \n\nNet\ncash used in operating activities was approximately $0.9 million for the year ended December 31, 2025 and net cash generated from operating\nactivities was approximately $2.3 million for the year ended December 31, 2024, respectively. The decrease in cash generated from operations\nwas mainly due to decrease in gross profit.\n\n \n\nNet\ncash generated from operating activities was approximately $2.3 million for the year ended December 31, 2024 and net cash used in operating\nactivities was approximately $0.2 million for the year ended December 31, 2023, respectively. The increase in cash generated from operations\nwas mainly due to increase in gross profit of the Group.\n\n \n\n*Cash\ngenerated from (used in) investing activities*\n\n \n\nNet\ncash generated from investing activities was approximately $0.1 million for the year 2025 and net cash used was approximately $0.7 million\nand $1.2 million for the years ended December 31, 2024 and 2023, respectively. The cash generated from investing activities was primarily\ncontributed by the proceed from disposal of property, plant and equipment for the year ended December 31, 2025 and the net cash used\nwas for acquisition of property, plant and equipment and acquisition of intangible assets for the year ended December 31, 2024 and 2023,\nrespectively.\n\n \n\n*Cash\nused in financing activities*\n\n \n\nNet\ncash used in financing activities was $2.2 million, $2 million and $0.3 million for the years ended December 31, 2025 2024 and 2023,\nrespectively. The cash used in financing activities was primarily attributable to interest paid and repayment of borrowings for the years.\n\n \n\n**5.B.\nLiquidity and Capital Resources**\n\n \n\nLiquidity\nto fund working capital is a significant priority for the Group’s bunker business. Our views concerning liquidity are based on\ncurrently available information and if circumstances change significantly, the future availability of trade credit or other sources of\nfinancing may be reduced, and our liquidity would be adversely affected accordingly.\n\n \n\nTo\ndate, the Group has financed its operations primarily through internally-generated cash flows, proceed from IPO and financing.\n\n \n\nOur financial statements for the year ended December 31, 2025 contain an\nexplanatory paragraph regarding substantial doubt about our ability to continue as a going concern.\n\n \n\nThe Company is confident that\nit will be able to raise additional funds as required to meet its obligations as and when they fall due and are of the opinion that the\nuse of the going concern basis remains appropriate. The Company will improve liquidity through cost control measures, revenue growth initiatives,\nobtaining financing from banks, controlling shareholders or investors, and enhancing operational efficiency through cost reduction and\nprocess standardization. The Group’s ability to continue as a going concern is dependent upon the successful execution of these\nplans, particularly obtaining the necessary financing.\n\n \n\nThe\nCompany reviews the capital structure on an ongoing basis. As a part of this review, the directors consider the cost of capital and the\nrisks associated with each class of capital. The Company will balance its overall capital structure through the payment of dividends,\nnew share issues and the issue of new debt or the repayment of existing debt.\n\n \n\nBased\non the information currently available, we believe that our cash and cash equivalents as of December 31, 2025 and available funds from\nour credit facility, as described below, together with cash flows generated by operations and financing, are sufficient to fund our working\ncapital and capital expenditure requirements for at least the next twelve months.\n\n \n\n**5.C.\nResearch and Development, Patent and Licenses, etc.**\n\n \n\nNot\napplicable. The Company has not undertaken any Research and Development activities in the past three years.\n\n \n\n**5.D.\nTrend Information**\n\n \n\nOther\nthan as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for\nthe year ended December 31, 2025 that are reasonably likely to have a material effect on our total net revenues, income, profitability,\nliquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating\nresults or financial conditions.\n\n \n\n**5.E.\nCritical Accounting Estimates**\n\n \n\nOur\nconsolidated financial statements are prepared in accordance with International Financial Reporting Standards (or “**IFRSs**”)\nas issued by the International Accounting Standards Board (the “**IASB**”). The preparation of consolidated financial\nstatements in conformity with IFRS requires the Company to make certain estimates and assumptions that affect the amounts reported and\ndisclosed in the consolidated financial statements and related notes. Our material accounting policies are set forth in note 2 to our\naudited consolidated financial statements included in this annual report.\n\n \n\n41"}