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6-K 1 tm2323538d1_6k.htm FORM 6-K

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

REPORT OF A FOREIGN ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For August 16, 2023

 

Commission File Number 001-35893

 

 

 

QIWI plc

 

12-14 Kennedy Ave.

Kennedy Business Centre, 2nd Floor, Office 203

1087 Nicosia Cyprus

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x                      Form 40-F ¨

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ¨                      No x

 

If ''Yes'' is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

 

 


 

Exhibits

 

99.1 “QIWI Announces Second Quarter 2023 Financial Results” press release dated August 16, 2023

 

99.2 Interim condensed consolidated financial statements (unaudited) of QIWI plc for the six months ended June 30, 2023

 

99.3 Acknowledgement Letter of Independent Registered Public Accounting Firm

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  QIWI PLC (Registrant)
   
Date: August 16, 2023 By: /s/ Alexey Mashchenkov
    Chief Financial Officer

 

 

 

EX-99.1 2 tm2323538d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

QIWI Announces Second Quarter 2023 Financial Results

 

NICOSIA, CYPRUS – August 16, 2023 – QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), an innovative provider of cutting-edge payment and financial services, today announced its financial results for the second quarter ended June 30, 2023.

 

2Q 2023 key operating and financial highlights1 2

 

        2Q 2022     2Q 2023           1HY 2022     1HY 2023           2Q 2023     1HY 2023  
        RUB million     RUB million     YoY     RUB million     RUB million     YoY     USD million(1)     USD million(1)  
    Revenue   14,015     18,037     28.7 %   23,732     35,909     51.3 %   207.2     412.6  
    Total Net Revenue   10,208     9,194     (9.9 )%   16,513     17,746     7.5 %   105.6     203.9  
    Adjusted EBITDA   6,972     5,057     (27.5 )%   10,659     9,536     (10.5 )%   58.1     109.6  
Consolidated Group results   Adjusted EBITDA margin   68.3 %   55.0 %   (13.3 )p.p.   64.5 %   53.7 %   (10.8 )p.p.   55.0 %   53.7 %
    Profit for the period   2,810     4,817     71.4 %   5,067     9,316     83.9 %   55.3     107.0  
    Adjusted Net profit   2,964     5,234     76.6 %   5,290     9,414     78.0 %   60.0     108.2  
    Adjusted Net profit margin   29.0 %   56.9 %   27.9 p.p.    32.0 %   53.0 %   21.0 p.p.   56.8 %   53.0 %
    Net Revenue   9,318     7,215     (22.6 )%   14,967     14,159     (5.4 )%   82.9     162.7  
    Payment Net Revenue   7,579     5,042     (33.5 )%   11,699     10,128     (13.4 )%   57.9     116.4  
    Payment Volume, billion   500     505     1.0 %   856     974     13.7 %   5.8     11.2  
Payment Services (PS)   Payment Net Revenue Yield   1.52 %   1.00 %   (0.5 )p.p.   1.37 %   1.04 %   (0.3 )p.p.    1.00 %   1.04 %
    Other Net Revenue   1,739     2,173     25.0 %   3,268     4,031     23.4 %   25.0     46.3  
    Adjusted Net profit   5,572     2,926     (47.5 )%   8,601     6,462     (24.9 )%   33.6     74.2  
    Adjusted Net profit margin   59.8 %   40.6 %   (19.2 )p.p.   57.5 %   45.6 %   (11.8 )p.p.   40.6 %   45.6 %
    Net Revenue   128     930     627.6 %   285     1,671     487.1 %   10.7     19.2  
Digital Marketing (DM)   Adjusted Net (loss) / profit   (56 )   213     (480.4 )%   (26 )   329     (1365.4 )%   2.4     3.8  
    Adjusted Net profit margin   (43.8 )%   22.9 %   66.7 p.p.    (9.1 )%   19.7 %   28.8 p.p.    22.9 %   19.7 %
Corporate and Other (CO)   Net Revenue   762     1,049     37.7 %   1,261     1,916     51.9 %   12.1     22.0  
    Adjusted Net (loss) / profit   (2,552 )   2,095     (182.1 )%   (3,285 )   2,623     (179.8 )%   24.1     30.1  

 

(1) Throughout this release dollar translation is calculated using a rouble to U.S. dollar exchange rate of RUB 87.0341 to U.S. $1.00, which was the official exchange rate quoted by the Central Bank of the Russian Federation as of June 30, 2023.

(2) Throughout this release, following the introduction of new Digital Marketing segment, certain amounts related to Flocktory have been reclassified from Corporate and Other to Digital Marketing segment to conform to the current period presentation.

 

Key events during and after the reported period

 

On June 6, 2023, NASDAQ Hearing Panel granted the request of the Company to continue its listing on Nasdaq, subject to certain conditions3.

QIWI announced results of 2023 Annual General Meeting held on June 5, 20234.

QIWI completed consolidation of Russian assets under the single entity JSC QIWI5.

QIWI Bank operations were temporarily and partially restricted starting from July 26, 20236.

Credit rating agency lowered credit ratings of QIWI PLC and QIWI Bank7.

 

 

1 Total Net Revenue, adjusted EBITDA, adjusted EBITDA margin, adjusted Net profit, and adjusted Net profit margin in this release are “non-IFRS financial measures”. Please see the section “Non-IFRS Financial Measures and Supplemental Financial Information” for more details as well as a reconciliation to IFRS reported numbers at the end of this release.

2 Throughout this release calculations of totals, subtotals and/or percentage change may have small variations due to rounding of decimals.

3 https://investor.qiwi.com/news-and-events/press-releases/qiwi-to-continue-its-listing-on-the-nasdaq-uponsuccessful- restructuring/

4 https://investor.qiwi.com/news-and-events/press-releases/4108568/

5 https://investor.qiwi.com/news-and-events/press-releases/4108570/

6 https://investor.qiwi.com/news-and-events/press-releases/4108571/

7 https://investor.qiwi.com/news-and-events/press-releases/4108572/

 

 


 

2Q 2023 results

 

Net Revenue breakdown by segments

 

    2Q 2022     2Q 2023           1HY 2022     1HY 2023           2Q 2023     1HY 2023  
    RUB million     RUB million     YoY     RUB million     RUB million     YoY     USD million     USD million  
Total Net Revenue     10,208       9,194       (9.9 )%     16,513       17,746       7.5 %     105.6       203.9  
Payment Services (PS)     9,318       7,215       (22.6 )%     14,967       14,159       (5.4 )%     82.9       162.7  
PS Payment     7,579       5,042       (33.5 )%     11,699       10,128       (13.4 )%     57.9       116.4  
PS Other     1,739       2,173       25.0 %     3,268       4,031       23.4 %     25.0       46.3  
Digital Marketing (DM)     128       930       627.6 %     285       1,671       487.1 %     10.7       19.2  
Corporate and Other (CO)     762       1,049       37.7 %     1,261       1,916       51.9 %     12.1       22.0  

 

Total Net Revenue decreased by 9.9% YoY to RUB 9,194 million ($105.6 million) driven by high base and adverse mix effects in operations of Payment Services (PS) segment partially offset by Corporate and Other (CO) segment results, as well as the strong performance of Flocktory and the consolidated results of the RealWeb business acquired by the Company in December 20228 and accounted for in the Digital Marketing (DM) segment.

 

Payment Services

 

PS Net Revenue decreased by 22.6% YoY to RUB 7,215 million ($82.9 million).

 

PS Payment Net Revenue was 33.5% lower YoY and amounted to RUB 5,042 million ($57.9 million) driven by PS Payment Net Revenue Yield decrease from 1.52% to 1.00% and generally stable PS Payment Volume despite high base of last year.

 

PS Payment Net Revenue Yield was 52 bps lower YoY due to the adverse mix effect resulting from lower share of operations with higher margins, such as currency conversion.

 

PS Payment Volume was 1% higher YoY and reached RUB 504.6 billion driven by the onboarding of new merchants and aggregators and the growing payment volume from our product offering for digital entertainment and self-employed.

 

PS Other Net Revenue primarily comprises interest income, revenue from fees for inactive accounts and unclaimed payments, cash and settlement services and related conversion income, income from intercompany and third-party funding, and advertising fees. In 2Q 2023 PS Other Net Revenue increased by 25.0% YoY to RUB 2,173 million ($25.0 million) as a result of higher net revenue derived from cash and settlement services partially offset by lower interest income due to lower interest rates.

 

Digital Marketing (DM)

 

DM Net Revenue increased by 627.6% YoY to RUB 930 million ($10.7 million) driven by the RealWeb acquisition in December 2022 and the increase of the number of Flocktory clients and traffic-providers.

 

Corporate and Other (CO)

 

    2Q 2022     2Q 2023           1HY 2022     1HY 2023           2Q 2023     1HY 2023  
    RUB million     RUB million     YoY     RUB million     RUB million     YoY     USD million     USD million  
CO Net Revenue     762       1,049       37.7 %     1,261       1,916       51.9 %     12.1       22.0  
ROWI     709       658       (7.2 )%     1,078       1,253       16.2 %     7.6       14.4  
Tochka     -       -               106       -       (100.0 )%     -       -  
Corporate and Other projects     54       392       630.1 %     77       663       755.8 %     4.5       7.6  

 

CO Net Revenue increased by 37.7% YoY to RUB 1,049 million ($12.1 million) mainly as a result of higher interest income accounted for in Corporate and Other projects.

 

 

8 https://investor.qiwi.com/news-and-events/press-releases/4108557/

 

 


 

ROWI Net Revenue decreased by 7.2% YoY to RUB 658 million ($7.6 million) mainly due to a decline of net portfolio yield compared to 2Q2022:

 

o As of June 30, 2023, the bank guarantees portfolio reached RUB 80.0 billion - an increase of 28.0% YoY.

 

o As of June 30, 2023, the factoring portfolio was RUB 12.1 billion or 15.2% higher YoY.

 

o As of June 30, 2023, the portfolio of online loans for government contracts execution doubled compared to previous year and reached RUB 4.4 billion.

 

o In 2Q 2023, the share of ROWI Net Revenue in Total Net Revenue was 7.2% growing by 0.2 ppt YoY.

 

Corporate and Other projects Net Revenue in 2Q 2023 amounted to RUB 392 million ($4.5 million) compared to RUB 54 million in 2Q 2022 driven by interest income from (i) investments into debt securities (high-quality corporate and government bonds) and (ii) loans provided.

 

Operating expenses and other non-operating income and expenses

 

    2Q 2022     2Q 2023           1HY 2022     1HY 2023           2Q 2023     1HY 2023  
    RUB million     RUB million     YoY     RUB million     RUB million     YoY     USD million     USD million  
Operating expenses   (3,618 )   (4,452 )   23.1 %   (6,513 )   (8,834 )   35.6 %   (51.2 )   (101.5 )
% of Net Revenue   (35.4 )%   (48.4 )%   (13.0 )p.p.   (39.4 )%   (49.8 )%   (10.3 )p.p.            
Selling, general and administrative expenses   (773 )   (1,184 )   53.2 %   (1,544 )   (2,143 )   38.8 %   (13.6 )   (24.6 )
% of Net Revenue   (7.6 )%   (12.9 )%   (5.3 )p.p.    (9.4 )%   (12.1 )%   (2.7 )p.p.             
Personnel expenses   (2,002 )   (3,034 )   51.5 %   (3,675 )   (5,785 )   57.4 %   (34.9 )   (66.5 )
% of Net Revenue   (19.6 )%   (33.0 )%   (13.4 )p.p.   (22.3 )%   (32.6 )%   (10.3 )p.p.            
Depreciation, amortization & impairment   (323 )   (315 )   (2.5 )%   (600 )   (624 )   4.0 %   (3.6 )   (7.2 )
% of Net Revenue   (3.2 )%   (3.4 )%   (0.3 )p.p.   (3.6 )%   (3.5 )%   0.1 p.p.             
Credit loss (expense) / gain   (520 )   81     (115.6 )%   (694 )   (282 )   (59.4 )%   0.9     (3.2 )
% of Net Revenue   (5.1 )%   0.9 %   6.0 p.p.   (4.2 )%   (1.6 )%   2.6 p.p.            
Other non-operating income and expenses   (2,347 )   1,029     (143.8 )%   (2,699 )   2,249     (183.3 )%   11.8     21.0  
% of Net Revenue   (23.0 )%   11.2 %   34.2 p.p.    (16.3 )%   12.7 %   29.0 p.p.            
Share of loss of an associate   -     (5 )         -     (44 )         (0.1 )   (0.5 )
% of Net Revenue   0.0 %   (0.1 )%   (0.1 )p.p.   0.0 %   (0.2 )%   (0.2 )p.p.             
Foreign exchange gain/(loss), net   (2,369 )   1,296     (154.7 )%   (2,810 )   2,115     (175.3 )%   14.9     24.3  
% of Net Revenue   (23.2 )%   14.1 %   37.3 p.p.   (17.0 )%   11.9 %   28.9 p.p.            
Other income and expenses, net   22     (262 )   (1290.9 )%   111     (246 )   (321.6 )%   (3.0 )   (2.8 )
% of Net Revenue   0.2 %   (2.8 )%   (3.1 )p.p.   0.7 %   (1.4 )%   (2.1 )p.p.            
Gain from disposal of subsidiary   -     -           -     424           -     4.9  
% of Net Revenue   0.0 %   0.0 %   0.0 p.p.   0.0 %   2.4 %   2.4 p.p.            

 

Operating expenses increased by 23.1% YoY to RUB 4,452 million ($51.2 million) mainly driven by the increase of expenses to secure growth of the business and the acquisition of RealWeb in December 2022 partially offset by credit loss reversal. Operating expenses as a percentage of Total Net Revenue deteriorated by 13.0 ppts to 48.4% mainly due to the high base of last year for the PS segment and the consolidation of the new RealWeb business (with historically higher operating expenses to Net Revenue ratio), partially offset by a positive credit loss dynamic.

 

Selling, general and administrative expenses increased by 53.2% YoY to RUB 1,184 million ($13.6 million) and as a percentage of Total Net Revenue by 5.3 ppt YoY to 12.9% mainly driven by the high base effect of last year and the acquisition of RealWeb.

 

Personnel expenses surged by 51.5% YoY to RUB 3,034 million ($34.9 million) driven by the hiring of new staff for development of new products and strong financial performance resulting in higher bonuses to employees in PS segment as well as the consolidation of the new RealWeb business. Personnel expenses as a percentage of Total Net Revenue increased by 13.4 ppts to 33.0% mainly driven by the high base effect of last year and acquisition of RealWeb.

 

Depreciation, amortization and impairment stood at RUB 315 million ($3.6 million) or 3.4% as percent of Total Net Revenue – 0.3 ppt higher YoY due to the high base effect of last year.

 

 


 

Credit loss reversal amounted to RUB 81 million ($0.9 million) compared to a credit loss of RUB 520 million in 2Q 2022 due to release of allowance for ECL on restricted cash accounts partially offset by an increase of provisions due to the growth of bank guarantees portfolio.

 

Other non-operating income increased to RUB 1,029 million ($11.8 million) compared to RUB 2,347 million of loss last year primarily due to (i) the foreign exchange gain resulting from the depreciation of the Russian ruble vs. USD, AED and Euro in 2Q 2023, and (ii) a decrease in fair value of option to invest in an associate.

 

Income tax expense

 

Income tax expense decreased by 33.4% YoY to RUB 954 million ($11.0 million) as a substantial part of the profit relates to exchange gain for 2Q 2023 which is tax neutral within the Group perimeter. As a result, the effective tax rate decreased from 33.8% in 2Q 2022 to 16.5% in 2Q 2023.

 

Profitability results

 

    2Q 2022     2Q 2023           1HY 2022     1HY 2023           2Q 2023     1HY 2023  
    RUB million     RUB million     YoY     RUB million     RUB million     YoY     USD million     USD million  
Adjusted EBITDA     6,972       5,057       (27.5 )%     10,659       9,536       (10.5 )%     58.1       109.6  
Adjusted EBITDA margin, %     68.3 %     55.0 %     (13.3 )p.p.     64.5 %     53.7 %     (10.8 )p.p.     55.0 %     53.7 %
Adjusted Net Profit     2,964       5,234       76.6 %     5,290       9,414       78.0 %     60.0       108.2  
Adjusted Net Profit margin, %     29.0 %     56.9 %     27.9 p.p.     32.0 %     53.0 %     21.0 p.p.     56.9 %     53.0 %
Payment Services     5,572       2,926       (47.5 )%     8,601       6,462       (24.9 )%     33.6       74.2  
PS Adjusted Net Profit margin, %     59.8 %     40.6 %     (19.2 )p.p.     57.5 %     45.6 %     (11.8 )p.p.     40.6 %     45.6 %
Digital Marketing (DM)     (56 )     213       (480.4 )%     (26 )     329       (1365.4 )%     2.4       3.8  
DM Adjusted Net Profit margin, %     (43.8 )%     22.9 %     66.7 p.p.     (9.1 )%     19.7 %     28.8 p.p.     22.9 %     19.7 %
Corporate and Other (CO)     (2,552 )     2,095       (182.1 )%     (3,285 )     2,623       (179.8 )%     24.1       30.1  
Tochka     -       -               (15 )     -       (100.0 )%     -       -  
ROWI     321       72       (77.5 )%     372       256       (31.2 )%     0.8       2.9  
Corporate and Other projects     (2,873 )     2,023       (170.4 )%     (3,641 )     2,367       (165.0 )%     23.2       27.2  

 

Adjusted EBITDA decreased by 27.5% YoY to RUB 5,057 million ($58.1 million) mainly due to (i) the high base effect of last year resulting in Total Net Revenue decline by 9.9% YoY, and (ii) an increase of operating expenses to secure growth of the business, which were (iii) partially offset by the release of allowance for ECL on restricted cash accounts. Adjusted EBITDA margin decreased by 13.3 ppts YoY to 55.0% driven by the factors described above and the consolidation of the new RealWeb business operating with lower margin than the PS segment.

 

Adjusted Net Profit increased by 76.6% YoY to RUB 5,234 million ($60.0 million). Adjusted Net Profit margin increased by 27.9 ppts YoY to 56.9% primarily driven by the foreign exchange gain partially offset by the consolidation of the RealWeb business operating with a lower margin than the PS segment.

 

PS Adjusted Net Profit decreased by 47.5% YoY to RUB 2,926 million ($33.6 million) mainly due to (i) the high base effect of last year resulting in PS Net Revenue decline by 22.6% YoY, and (ii) an increase of operating expenses to secure growth of the business. As a result, PS Adjusted Net Profit margin deteriorated by 19.2 ppts to 40.6% mainly due to a combination of (i) negative operating leverage effect, (ii) increased personnel expenses (described earlier), and (iii) higher expenses related to multi-bank platform services in QIWI Bank.

 

Digital Marketing (DM) Adjusted Net Profit for 2Q 2023 increased to RUB 213 million ($2.4 million) due to Flocktory Net Revenue growth and the consolidation of new RealWeb business. DM Adjusted Net Profit margin stood at 22.9%.

 

 


 

CO Adjusted Net Profit increased to RUB 2,095 million ($24.1 million) compared to CO Net loss of RUB 2,552 million driven by:

 

CO Net Profit of RUB 2,023 million ($23.2 million) resulting primarily from the CO Net Revenue YoY growth by 37.7% described above, the foreign exchange gain, and the release of allowance for ECL on restricted cash accounts.

ROWI Net Profit of RUB 72 million ($0.8 million) as a result of its Net Revenue decline by 7.2% YoY and an increase of provisions related to ROWI bank guarantees portfolio.

 

Update on the CBR restrictions

 

On July 25, 2023, during a routine audit of Qiwi Bank, the CBR issued an order to introduce temporary and partial limitations for individuals to withdraw funds from QIWI wallets to bank accounts or make cash withdrawals. As of the date of this press release, Qiwi Bank has already fixed the identified deficiencies and provided results to the regulator. We are working closely with the CBR to lift the limitations fully or at least partially.

 

For indicative purposes only, the Company performed a worst-case stress test based on 1H 2023 actual results and estimated that if the full scope of restrictions were in place since the beginning of 1H 2023, it would have affected (i) Payment Volume by up to 20%, (ii) Group Net Revenue by up to 25%, and (iii) Group Adjusted Net Profit by up to 40%. The stress test did not include any cost optimization measures or gradual restrictions relief. The Company also aims to further develop its services and launch new products, in order to mitigate the negative implications of the imposed restrictions on the financial results of the Company.

 

The Company remains financially stable and profitable despite the imposed restrictions. Qiwi Bank has substantial liquidity reserves and maintains the required capital adequacy ratios.

 

Dividends

 

Due to the lingering stock market infrastructure issues, the Company does not see the opportunity to arrange the distribution of dividends or repurchase shares with the equal treatment of all existing shareholders. Therefore, the Board decided to keep the distribution of dividends under review until changes of the sanction regime or other developments enable the Company to distribute dividends to all of its shareholders.

 

Update on corporate restructuring

 

Since the beginning of the Ukrainian conflict, the geopolitical situation has been deteriorating, sanctions expanded and extended, and the world stock market infrastructure continued to isolate from Russia. The Company has been searching for a viable solution to address the many shareholders’ concerns, as well as to define an optimal way for further development.

 

The Company has been facing extraordinary challenges to the operations of the business and needs to navigate in a rapidly changing business environment. Under current circumstances, QIWI’s intentions to develop its business within the Russian perimeter and overseas require different strategies. Management and the Board of Directors of QIWI PLC have concluded that the best option to preserve liquidity and shareholder value would be to restructure its business and to exit the Russian market.

 

The Company has completed internal restructuring and consolidated practically all Russian assets under JSC QIWI. The Company also completed a valuation of the Russian assets. The valuation report has been prepared by an independent appraiser and received the required approval by a self-regulatory organization.

 

Further, the Board established a Special Committee comprised of Independent Directors of the Company to review available divestment options. Currently, the Special Committee and management, assisted by reputable advisors, are conducting a disciplined process intended to ensure the best outcome for the Company and the different groups of shareholders using three major criteria: 1) liquidity, 2) ability to receive cash, and 3) ability to exercise voting rights.

 

 


 

The Company will duly inform the market on further developments as regards the restructuring process.

 

Earnings Conference Call and Audio Webcast

 

Given the persisting level of uncertainty and market volatility, there will be no conference call or webcast to discuss the results. We welcome all our stakeholders to send any questions related to our business using the contact details available on our investor’s website. We remain available for individual incoming call requests.

 

About QIWI plc.

 

QIWI is an innovative provider of cutting-edge payment and financial services. We stand at the forefront of fintech innovations to facilitate and secure the digitalization of payments. Our mission is to connect our clients providing unique financial and technological solutions to make the impossible accessible and simple. We offer a wide range of products under several directions: QIWI payment and financial services ecosystem for merchants and B2C clients across digital use-cases, ROWI digital structured financial products for SME, digital marketing, and several other projects.

 

For the FY 2022 QIWI had revenue of RUB 51.5 billion and an Adjusted EBITDA of RUB 19.8 billion. QIWI's American depositary shares are listed on the NASDAQ and Moscow Exchange (ticker: QIWI).

 

For more information, visit investor.qiwi.com.

 

Contact

Investor Relations

+357.25028091

ir@qiwi.com

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding expected total net revenue, adjusted net profit and net revenue yield, dividend payments, payment volume growth, growth of physical and virtual distribution channels, trends in each of our market verticals and statements regarding the development of our ROWI, RealWeb, Flocktory and other projects, the impact of recent sanctions targeting Russia, the impact of such sanctions on our results of operations, potential further changes in the regulatory regime, the effect of the CBR restrictions on results of operations, any other restriction the CBR may impose based on our past and future operations, our ability to  eliminate partially or completely the CBR restrictions, and others. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of QIWI to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to, the macroeconomic conditions of the Russian Federation and in each of the international markets in which we operate, growth in each of our markets, competition, the introduction of new products and services and their acceptance by consumers, QIWI’s ability to estimate the market risk and capital risk associated with new projects, a decline in net revenue yield, regulation, QIWI’s ability to grow physical and virtual distribution channels, cyberattacks and security vulnerabilities in QIWI’s products and services, QIWI’s ability to expand geographically, the risk that new projects will not perform in accordance with its expectations and other risks identified under the Caption “Risk Factors” in QIWI’s Annual Report on Form 20-F and in other reports QIWI files with the U.S. Securities and Exchange Commission. QIWI undertakes no obligation to revise any forward-looking statements or to report future events that may affect such forward-looking statements unless QIWI is required to do so by law.

 

 


 

QIWI plc.

Consolidated Statement of Financial Position

(in millions)

 

    As of December 31,     As of June 30,     As of June 30,  
    2022     2023     2023  
          (Unaudited)     (Unaudited)  
    RUB     RUB     USD  
Assets                        
Non-current assets                        
Property and equipment     1,163       1,271       14.6  
Goodwill and other intangible assets     13,126       13,077       150.3  
Investments in associates     303       579       6.7  
Long-term debt securities     2,946       4,991       57.3  
Long-term loans issued     843       623       7.2  
Other non-current assets     257       241       2.8  
Deferred tax assets     208       242       2.8  
Total non-current assets     18,846       21,024       241.6  
Current assets                        
Trade and other receivables     15,194       12,169       139.8  
Short-term loans issued     14,200       16,728       192.2  
Short-term debt securities     14,029       28,809       331.0  
Other current assets     2,195       1,846       21.2  
Cash and cash equivalents     47,462       39,570       454.6  
Total current assets     93,080       99,122       1,138.9  
Total assets     111,926       120,146       1,380.4  
Equity and liabilities                        
Equity attributable to equity holders of the parent                        
Share capital     1       1       0.01  
Additional paid-in capital     1,876       1,876       21.6  
Share premium     12,068       12,068       138.7  
Other reserves     2,696       2,352       27.0  
Retained earnings     39,941       48,935       562.3  
Translation reserve     401       169       1.9  
Total equity attributable to equity holders of the parent     56,983       65,401       751.4  
Non-controlling interests     912       977       11.2  
Total equity     57,895       66,378       762.7  
Non-current liabilities                        
Long-term deferred income     1,154       1,062       12.2  
Long-term lease liabilities     133       84       1.0  
Other non-current liabilities     156       81       0.9  
Deferred tax liabilities     1,847       1,749       20.1  
Total non-current liabilities     3,290       2,976       34.2  
Current liabilities                        
Trade and other payables     33,048       29,740       341.7  
Customer accounts and amounts due to banks     11,203       15,011       172.5  
Short-term debt     3,922       3,745       43.0  
Short-term lease liabilities     300       302       3.5  
Other current liabilities     2,268       1,994       22.9  
Total current liabilities     50,741       50,792       583.6  
Total equity and liabilities     111,926       120,146       1,380.4  

 

 


 

QIWI plc.

Consolidated Statement of Comprehensive Income

(in millions, except per share data)

 

    Three months ended (unaudited)  
    June 30, 2022     June 30, 2023     June 30, 2023  
    RUB     RUB     USD  
Revenue:     14,015       18,037       207.2  
Revenue from contracts with customers     11,650       15,645       179.8  
Interest revenue calculated using the effective interest rate     1,929       1,944       22.3  
Fees from inactive accounts and unclaimed payments     436       448       5.1  
                         
Operating costs and expenses:     (7,425 )     (13,295 )     (152.8 )
Cost of revenue (exclusive of items shown separately below)     (3,807 )     (8,843 )     (101.6 )
Selling, general and administrative expenses     (773 )     (1,184 )     (13.6 )
Personnel expenses     (2,002 )     (3,034 )     (34.9 )
Depreciation and amortization     (287 )     (315 )     (3.6 )
Credit loss (expense)/income     (520 )     81       0.9  
Impairment of non-current assets     (36 )     -       -  
Profit from operations     6,590       4,742       54.5  
                         
Share of loss of an associate     -       (5 )     (0.1 )
Foreign exchange gain/(loss), net     (2,369 )     1,296       14.9  
Other income and expenses, net     22       (262 )     (3.0 )
Profit before tax     4,243       5,771       66.3  
Income tax expense     (1,433 )     (954 )     (11.0 )
Net profit for the period     2,810       4,817       55.3  
Attributable to:                        
Equity holders of the parent     2,625       4,653       53.5  
Non-controlling interests     185       164       1.9  
                         
Other comprehensive (loss)/income                        
Other comprehensive income to be reclassified to profit or loss in subsequent periods:                        
Foreign currency translation:                        
Exchange differences on translation of foreign operations     88       143       1.6  
Net gain recycled to profit or loss upon disposal     -       -       -  
Debt securities at fair value through other comprehensive income (FVOCI):                        
Net gain/(loss) arising during the period, net of tax     964       (77 )     (0.9 )
Net gain recycled to profit or loss upon disposal     -       (18 )     (0.2 )
Share of other comprehensive Income of an associate     -       (1 )     (0.0 )
Total other comprehensive (loss)/income, net of tax     1,052       47       0.5  
Total comprehensive income, net of tax     3,862       4,864       55.9  
Attributable to:                        
Equity holders of the parent     3,697       4,689       53.9  
Non-controlling interests     165       175       2.0  
                         
Earnings per share:                        
Basic, earnings attributable to ordinary equity holders of the parent     41.93       74.20       0.85  
Diluted, earnings attributable to ordinary equity holders of the parent     41.93       74.20       0.85  

 

 


 

QIWI plc.

Consolidated Statement of Comprehensive Income

(in millions, except per share data)

 

    Six months ended (unaudited)  
    June 30, 2022     June 30, 2023     June 30, 2023  
    RUB     RUB     USD  
Revenue:     23,732       35,909       412.6  
Revenue from contracts with customers     19,460       31,373       360.5  
Interest revenue calculated using the effective interest rate     3,381       3,708       42.6  
Fees from inactive accounts and unclaimed payments     891       828       9.5  
                         
Operating costs and expenses:     (13,732 )     (26,997 )     (310.2 )
Cost of revenue (exclusive of items shown separately below)     (7,219 )     (18,163 )     (208.7 )
Selling, general and administrative expenses     (1,544 )     (2,143 )     (24.6 )
Personnel expenses     (3,675 )     (5,785 )     (66.5 )
Depreciation and amortization     (564 )     (624 )     (7.2 )
Credit loss (expense)/income     (694 )     (282 )     (3.2 )
Impairment of non-current assets     (36 )     -       -  
Profit from operations     10,000       8,912       102.4  
                         
Gain from disposal of subsidiary     -       424       4.9  
Share of loss of an associate     -       (44 )     (0.5 )
Foreign exchange gain/(loss), net     (2,810 )     2,115       24.3  
Other income and expenses, net     111       (246 )     (2.8 )
Profit before tax     7,301       11,161       128.2  
Income tax expense     (2,234 )     (1,845 )     (21.2 )
Net profit for the period     5,067       9,316       107.0  
Attributable to:                        
Equity holders of the parent     4,799       8,994       103.3  
Non-controlling interests     268       322       3.7  
                         
Other comprehensive (loss)/income                        
Other comprehensive income to be reclassified to profit or loss in subsequent periods:                        
Foreign currency translation:                        
Exchange differences on translation of foreign operations     76       213       2.4  
Net gain recycled to profit or loss upon disposal     -       (424 )     (4.9 )
Debt securities at fair value through other comprehensive income (FVOCI):                        
Net gain/(loss) arising during the period, net of tax     110       (64 )     (0.7 )
Net gain recycled to profit or loss upon disposal     -       (18 )     (0.2 )
Share of other comprehensive Income of an associate     -       3       0.0  
Total other comprehensive (loss)/income, net of tax     186       (290 )     (3.3 )
Total comprehensive income, net of tax     5,253       9,026       103.7  
Attributable to:                        
Equity holders of the parent     5,006       8,683       99.8  
Non-controlling interests     247       343       3.9  
                         
Earnings per share:                        
Basic, earnings attributable to ordinary equity holders of the parent     76.75       143.42       1.65  
Diluted, earnings attributable to ordinary equity holders of the parent     76.75       143.42       1.65  

 

 


 

QIWI plc.

Consolidated Statement of Cash Flows

(in millions)

 

    Six months ended (unaudited)  
    June 30, 2022     June 30, 2023     June 30, 2023  
    RUB     RUB     USD(1)  
Operating activities                        
Profit before tax     7,301       11,161       128.2  
Adjustments to reconcile profit before tax to net cash flows generated from operating activities                        
Depreciation and amortization     564       624       7.2  
Foreign exchange loss/(gain), net     2,810       (2,115 )     (24.3 )
Interest income, net     (3,212 )     (3,540 )     (40.7 )
Credit loss expense     694       282       3.2  
Share of loss of an associate     -       44       0.5  
Gain from disposal of subsidiary     -       (424 )     (4.9 )
Impairment of non-current assets     36       -       -  
Other     78       277       3.2  
Net cash flow generated from operating activities before changes in working capital     8,271       6,309       72.5  
Changes in operating assets and liabilities:                        
Decrease/(Increase) in trade and other receivables     (1,739 )     2,847       27.4  
Decrease in other assets     144       884       15.5  
Increase in customer accounts and amounts due to banks     3,728       3,213       36.9  
Decrease in accounts payable and accruals     (5,345 )     (4,519 )     (51.9 )
(Decrease)/Increase in other liabilities     313       (328 )     (3.8 )
Increase in loans issued as operating activity     (1,670 )     (2,459 )     (28.3 )
Cash generated from operations     3,702       5,947       68.3  
Interest received     3,569       4,140       47.6  
Interest paid     (283 )     (196 )     (2.3 )
Income tax paid     (1,033 )     (2,266 )     (26.0 )
Net cash flow generated from operating activities     5,955       7,625       87.6  
Investing activities                        
Proceeds from sale of an associate     4,855       -       -  
Cash paid for investments in associates     -       (315 )     (3.6 )
Cash used in business combinations     (215 )     (50 )     (0.6 )
Purchase of property and equipment     (133 )     (359 )     (4.1 )
Purchase of intangible assets     (106 )     (141 )     (1.6 )
Proceeds from sale of fixed and intangible assets     5       27       0.3  
Loans issued     (7 )     (19 )     (0.2 )
Repayment of loans issued     30       79       0.9  
Purchase of debt securities     (1,737 )     (19,873 )     (228.3 )
Proceeds from sale and redemption of debt instruments     -       3,150       36.2  
Net cash flow generated from investing activities     2,692       (17,501 )     (201.1 )
Financing activities                        
Repayment of debt     (392 )     (161 )     (1.8 )
Payment of principal portion of lease liabilities     (34 )     (57 )     (0.7 )
Dividends paid to non-controlling shareholders     (106 )     (218 )     (2.5 )
Transactions with non-controlling interest     -       (304 )     (3.5 )
Net cash flow used in financing activities     (532 )     (740 )     (8.5 )
Effect of exchange rate changes on cash and cash equivalents     (2,068 )     2,724       31.3  
Effect of change in ECL on cash and cash equivalents     (10 )     -       -  
Net increase/(decrease) in cash and cash equivalents equivalents     6,037       (7,892 )     (90.7 )
Cash and cash equivalents at the beginning of the period     33,033       47,462       545.3  
Cash and cash equivalents at the end of the period     39,070       39,570       454.6  

 

 


 

Non-IFRS Financial Measures and Supplemental Financial Information

 

This release presents Total Net Revenue, Payment Services (PS) Net Revenue, PS Payment Net Revenue, PS Other Net Revenue, Digital Marketing (DM) Net Revenue, Corporate and Other (CO) Net Revenue, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Profit, PS Adjusted Net Profit, DM Adjusted Net Profit, CO Adjusted Net Profit, and Adjusted Net Profit per share, which are non-IFRS financial measures. You should not consider these non-IFRS financial measures as substitutes for or superior to revenue, in the case of Total Net Revenue, PS Net Revenue, PS Payment Net Revenue, PS Other Net Revenue, DM Net Revenue, CO Net Revenue; Net Profit, in the case of Adjusted EBITDA, Adjusted Net Profit, PS Adjusted Net Profit, DM Adjusted Net Profit, CO Adjusted Net Profit, and earnings per share, in the case of Adjusted Net Profit per share, each prepared in accordance with IFRS.

 

Furthermore, because these non-IFRS financial measures are not determined in accordance with IFRS, they are susceptible to varying calculations and may not be comparable to other similarly titled measures presented by other companies. QIWI encourages investors and others to review our financial information in its entirety and not rely on a single financial measure. For more information regarding Total Net Revenue, PS Net Revenue, PS Payment Net Revenue, PS Other Net Revenue, DM Net Revenue, CO Net Revenue, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Profit and Adjusted Net Profit per share, including a quantitative reconciliation of Total Net Revenue and its breakdown by segments, Adjusted EBITDA and Adjusted Net Profit to the most directly comparable IFRS financial performance measures, which is revenue in the case of Total Net Revenue, PS Payment Net Revenue and PS Other Net Revenue, and Net Profit in the case of Adjusted EBITDA and Adjusted Net Profit, see Reconciliation of IFRS to Non-IFRS Operating Results in this earnings release.

 

We define non-IFRS financial measures as follows:

 

“Total Net Revenue” is calculated by subtracting cost of revenue from revenue.

“Adjusted EBITDA” as Net profit plus/(less): (1) depreciation and amortization, (2) other expenses/(income), (3) foreign exchange loss/(gain), (4) share of loss/(gain) of associates and joint ventures, (5) interest expenses/ (income), (6) income tax expenses, (7) share-based payment expenses, (8) impairment of non-current assets, (9) loss/(gain) on disposal of subsidiary.

“Adjusted Net profit” as Net profit plus/(less): (1) fair value adjustments recorded on business combinations and their amortization, (2) impairment of non-current assets, (3) share-based payment expenses, (4) loss/(gain) on disposal of subsidiary, (5) effect of taxation of the above items.

“Adjusted EBITDA Margin” as Adjusted EBITDA divided by Total Net Revenue.

“Adjusted Net profit Margin” as Adjusted Net profit divided by Total Net Revenue.

 

Total Net Revenue is a key measure used by management to observe our operational profitability since it reflects our portion of the revenue net of fees that we pass through, primarily to our agents and other reload channels providers. In addition, under IFRS, most types of fees are presented on a gross basis whereas certain types of fees are presented on a net basis. Therefore, in order to analyze our two sources of payment processing fees on a comparative basis, management reviews Total Net Revenue.

 

We provide a breakdown of Total Net Revenue by segments - PS Net Revenue, including PS Payment Net Revenue and PS Other Net Revenue, DM Net Revenue, CO Net Revenue. We define the above measures as follows:

 

PS Payment Net Revenue is the Net Revenue comprising the merchant and consumer fees collected for the payment transactions.

PS Other Net Revenue primarily comprises revenue from fees for inactive accounts and unclaimed payments, interest revenue, cash and settlement services and related conversion income, fees for intercompany and third-party funding, and advertising fees.

DM Net Revenue includes revenue generated with services provided for context and media advertising management services, including platform services under subscription, social network presence, programmatic, CPA and mobile marketing type of services. The segment includes results of full-cycle digital marketing service provider RealWeb and Flocktory services in marketing automation and advertising technologies.

CO Net Revenue comprises from results of ROWI business, Tochka project (before 2Q2022) and Corporate and Other projects, including interest income.

 

 


 

Adjusted EBITDA is a key measure used by management as a supplemental performance measure that facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses, net), changes in foreign exchange rates that impact financial assets and liabilities denominated in currencies other than our functional currency (affecting foreign exchange (loss)/gain, net), tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), non-cash charges (affecting share-based payments expenses and impairment of non-current assets), and certain one-time income and expenses (affecting other income, offering and related expenses, etc.). Adjusted EBITDA also excludes other expenses, share in losses of associates and impairment of investment in associates because we believe it is helpful to view the performance of our business excluding the impact of entities that we do not control, and because our share of the net income (loss) of associates and other expenses includes items that have been excluded from Adjusted EBITDA (such as finance expenses, net, income tax, and depreciation and amortization). Because Adjusted EBITDA facilitates internal comparisons of operating performance on a more consistent basis, we also use Adjusted EBITDA in measuring our performance relative to that of our competitors.

 

Adjusted Net Profit is a key measure used by management to observe the operational profitability of the company. We believe Adjusted Net Profit is useful to an investor in evaluating our operating performance because it measures a company’s operating performance without the effect of non-recurring items or items that are not core to our operations. For example, loss on disposals of subsidiaries and the effects of deferred taxation on excluded items do not represent the core operations of the business, and fair value adjustments recorded on business combinations and their amortization, impairment of non-current assets and share-based payments expenses do not have a substantial cash effect. Nevertheless, such gains and losses can affect our financial performance.

 

In order to reflect the operational profitability of each segment, we provide a following breakdown of Adjusted Net Profit: Payment Services Adjusted Net Profit, Digital Marketing Adjusted Net Profit, Corporate and Other Adjusted Net Profit.

 

Payment Services segment payment volume provides a measure of the overall size and growth of the business, and increasing our payment volumes is essential to growing our profitability.

 

Payment Services segment net revenue yield. We calculate Payment Services segment net revenue yield by dividing Payment Services segment net revenue by Payment Services segment payment volume. Payment Services segment net revenue yield provides a measure of our ability to generate net revenue per unit of volume we process.

 

 


 

QIWI plc.

Reconciliation of IFRS to Non-IFRS Operating Results

(in millions, except per share data)

 

    Three months ended (unaudited)  
    June 30, 2022     June 30, 2023     June 30, 2023  
    RUB     RUB     USD  
Revenue     14,015       18,037       207.2  
Minus: Cost of revenue     3,807       8,843       101.6  
Total Net Revenue     10,208       9,194       105.6  
Segment Net Revenue                        
Payment Services Segment Revenue     12,854       11,087       127.4  
                         
PS Payment Revenue(1)     10,839       8,687       99.8  
Minus: Cost of PS Payment Revenue (2)     3,260       3,645       41.9  
PS Payment Net Revenue     7,579       5,042       57.9  
                         
PS Other Revenue(3)     2,015       2,400       27.6  
Minus: Cost of PS Other Revenue (4)     276       227       2.6  
PS Other Net Revenue     1,739       2,173       25.0  
Payment Services Segment Net Revenue     9,318       7,215       82.9  
                         
Digital Marketing Revenue     187       5,600       64.3  
Minus: Cost of DM revenue     59       4,669       53.7  
Digital Marketing Net Revenue     128       930       10.7  
                         
Corporate and Other Category Revenue     974       1,350       15.5  
Minus: Cost of CO Revenue     212       301       3.5  
Corporate and Other Category Net Revenue     762       1,049       12.1  
                         
Total Segment Net Revenue     10,208       9,194       105.6  
                         
Net profit     2,810       4,817       55.3  
Plus:                        
Depreciation and amortization     287       315       3.6  
Other income and expenses, net     (22 )     262       3.0  
Foreign exchange (gain)/loss, net     2,369       (1,296 )     (14.9 )
Gain on disposal of subsidiary     -       -       -  
Share of gain/(loss) of an associate     -       5       0.1  
Income tax expenses     1,433       954       11.0  
Share-based payment expenses     59       -       -  
Impairment of non-current assets     36       -       -  
Adjusted EBITDA     6,972       5,057       58.1  
Adjusted EBITDA margin     68.3 %     55.0 %     55.0 %
                         
Net profit     2,810       4,817       55.3  
Fair value adjustments recorded on business combinations and their amortization(5)     98       438       5.0  
Impairment of non-current assets     36       -       -  
Share-based payment expenses     59       -       -  
Gain on disposal of subsidiary     -       -       -  
Effect from taxation of the above items     (39 )     (21 )     (0.2 )
Adjusted Net Profit     2,964       5,234       60.0  
                         
Adjusted Net Profit per share:                        
Basic     47.35       83.46       0.96  
Diluted     47.35       83.46       0.96  
                         
Weighted-average number of shares used in computing Adjusted Net Profit per share:                        
Basic     62,600       62,713       62,713  
Diluted     62,600       62,713       62,713  

 

 


 

 

(1) PS Payment Revenue represents payment processing fees, which primarily consists of the merchant and consumer fees charged for the payment transactions.

(2) Cost of PS Payment Revenue primarily consists of transaction costs to acquire payments from our customers payable to agents, mobile operators, international payment systems and other parties.

(3) PS Other Revenue primarily consists of revenue from fees for inactive accounts and unclaimed payments, interest revenue, cash and settlement services and related conversion income, fees for intercompany and third-party funding, and advertising fees.

(4) Cost of PS Other Revenue primarily consists of direct costs associated with other revenue and other costs, including but not limited to: interest expenses related to issued bonds, costs of sms notification, advertising commissions.

(5) Amortization of fair value adjustments primarily includes the effect of the acquisition of control in CONTACT, Rapida and Realweb.

 

 


 

QIWI plc.

Reconciliation of IFRS to Non-IFRS Operating Results

(in millions, except per share data)

 

    Six months ended (unaudited)  
    June 30, 2022     June 30, 2023     June 30, 2023  
    RUB     RUB     USD  
Revenue     23,732       35,909       412.6  
Minus: Cost of revenue     7,219       18,163       208.7  
Total Net Revenue     16,513       17,746       203.9  
Segment Net Revenue                        
Payment Services Segment Revenue     21,584       21,890       251.5  
                         
PS Payment Revenue(1)     17,787       17,435       200.3  
Minus: Cost of PS Payment Revenue (2)     6,088       7,307       84.0  
PS Payment Net Revenue     11,699       10,128       116.4  
                         
PS Other Revenue(3)     3,797       4,455       51.2  
Minus: Cost of PS Other Revenue (4)     529       424       4.9  
PS Other Net Revenue     3,268       4,031       46.3  
Payment Services Segment Net Revenue     14,967       14,159       162.7  
                         
Digital Marketing Revenue     388       11,522       132.4  
Minus: Cost of DM revenue     103       9,851       113.2  
Digital Marketing Net Revenue     285       1,671       19.2  
                         
Corporate and Other Category Revenue     1,760       2,497       28.7  
Minus: Cost of CO Revenue     498       581       6.7  
Corporate and Other Category Net Revenue     1,261       1,916       22.0  
                         
Total Segment Net Revenue     16,513       17,746       203.9  
                         
Profit for the period     5,067       9,316       107.0  
Plus:                        
Depreciation and amortization     564       624       7.2  
Other income and expenses, net     (111 )     246       2.8  
Foreign exchange (gain)/loss, net     2,810       (2,115 )     (24.3 )
Gain on disposal of an associate     -       (424 )     (4.9 )
Share of gain of an associate and a joint venture     -       44       0.5  
Income tax expenses     2,234       1,845       21.2  
Share-based payment expenses     59       -       -  
Impairment of non-current assets     36       -       -  
Adjusted EBITDA     10,659       9,536       109.6  
Adjusted EBITDA margin     64.5 %     53.7 %     53.7 %
                         
Profit for the period     5,067       9,316       107.0  
Fair value adjustments recorded on business combinations and their amortization(5)     181       563       6.5  
Impairment of non-current assets     36       -       -  
Share-based payment expenses     59       -       -  
Gain on disposal of an associate     -       (424 )     (4.9 )
Effect from taxation of the above items     (53 )     (41 )     (0.5 )
Adjusted Net Profit     5,290       9,414       108.2  
                         
Adjusted Net Profit per share:                        
Basic     84.61       150.11       1.72  
Diluted     84.61       150.11       1.72  
                         
Weighted-average number of shares used in computing Adjusted Net Profit per share:                        
Basic     62,525       62,713       62,713  
Diluted     62,525       62,713       62,713  

 

 


 

 

(1) PS Payment Revenue represents payment processing fees, which primarily consists of the merchant and consumer fees charged for the payment transactions.

(2) Cost of PS Payment Revenue primarily consists of transaction costs to acquire payments from our customers payable to agents, mobile operators, international payment systems and other parties.

(3) PS Other Revenue primarily consists of revenue from fees for inactive accounts and unclaimed payments, interest revenue, cash and settlement services and related conversion income, fees for intercompany and third-party funding, and advertising fees.

(4) Cost of PS Other Revenue primarily consists of direct costs associated with other revenue and other costs, including but not limited to: interest expenses related to issued bonds, costs of sms notification, advertising commissions.

(5) Amortization of fair value adjustments primarily includes the effect of the acquisition of control in CONTACT, Rapida and Realweb.

 

 

 

EX-99.2 3 tm2323538d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2 

 

QIWI plc

 

Unaudited interim condensed consolidated

financial statements

 

June 30, 2023

 

 


 

QIWI plc

 

Unaudited interim condensed consolidated financial statements

 

June 30, 2023

 

Content

 

Report of Independent Registered Public Accounting Firm F-2
   
Interim condensed consolidated financial statements  
   
Interim condensed consolidated statement of financial position F-3
Interim condensed consolidated statement of comprehensive income F-4
Interim condensed consolidated statement of cash flows F-5
Interim condensed consolidated statement of changes in equity F-6
   
Notes to interim condensed consolidated financial statements F-8

 

F-1


 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors

QIWI plc:

 

Results of Review of Interim Financial Information

 

We have reviewed the interim condensed consolidated statement of financial position of QIWI plc and subsidiaries (the “Group”) as of June 30, 2023, the related interim condensed consolidated statements of comprehensive income for the three-month and six-month periods ended June 30, 2023 and 2022, interim condensed consolidated statements of cash flows and changes in equity for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the “interim condensed consolidated financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the interim condensed consolidated financial information for it to be in conformity with IAS 34 Interim Financial Reporting.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Group as of December 31, 2022, the related consolidated statements of comprehensive income, cash flows and changes in equity for the year then ended, and the related notes (not presented herein); and in our report dated March 31, 2023, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

 

Basis for Review Results

 

This interim condensed consolidated financial information is the responsibility of the Group’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our reviews in accordance with the standards of the PCAOB. A review of interim consolidated condensed financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

/s/ JSC “Kept”

 

Moscow, Russia

August 16, 2023

 

F-2


 

QIWI plc

 

Interim condensed consolidated statement of financial position

 

(in millions of rubles)

 

    Notes     As of
December 31, 2022
    As of
June 30, 2023
(Unaudited)
 
Assets                        
Non-current assets                        
Property and equipment             1,163       1,271  
Goodwill and other intangible assets             13,126       13,077  
Investments in associates     13       303       579  
Long-term debt securities     21       2,946       4,991  
Long-term loans issued     6, 21       843       623  
Other non-current assets             257       241  
Deferred tax assets             208       242  
Total non-current assets             18,846       21,024  
                         
Current assets                        
Trade and other receivables     7       15,194       12,169  
Short-term loans issued     6       14,200       16,728  
Short-term debt securities     21       14,029       28,809  
Other current assets     9       2,195       1,846  
Cash and cash equivalents     8       47,462       39,570  
Total current assets             93,080       99,122  
Total assets             111,926       120,146  
                         
Equity and liabilities                        
Equity attributable to equity holders of the parent                        
Share capital             1       1  
Additional paid-in capital             1,876       1,876  
Share premium             12,068       12,068  
Other reserves             2,696       2,352  
Retained earnings             39,941       48,935  
Translation reserve             401       169  
Total equity attributable to equity holders of the parent             56,983       65,401  
Non-controlling interests             912       977  
Total equity             57,895       66,378  
                         
Non-current liabilities                        
Long-term deferred income             1,154       1,062  
Long-term lease liabilities     14       133       84  
Other non-current liabilities             156       81  
Deferred tax liabilities             1,847       1,749  
Total non-current liabilities             3,290       2,976  
                         
Current liabilities                        
Trade and other payables     10       33,048       29,740  
Customer accounts and amounts due to banks     11       11,203       15,011  
Short-term debt     12       3,922       3,745  
Short-term lease liabilities     14       300       302  
Other current liabilities     9       2,268       1,994  
Total current liabilities             50,741       50,792  
Total equity and liabilities             111,926       120,146  

 

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

 

F-3


 

QIWI plc

 

Interim condensed consolidated statement of comprehensive income

 

(in millions of rubles, except per share data)

 

(Unaudited)

 

    Notes     Three
months
ended
    Six months
ended
    Three
months
ended
    Six months
ended
 
          June 30, 2022     June 30, 2023  
Revenue:             14,015       23,732       18,037       35,909  
Revenue from contracts with customers     15       11,650       19,460       15,645       31,373  
Interest revenue calculated using the effective interest rate     15       1,929       3,381       1,944       3,708  
Fees from inactive accounts and unclaimed payments             436       891       448       828  
Operating costs and expenses:             (7,425 )     (13,732 )     (13,295 )     (26,997 )
Cost of revenue (exclusive of items shown separately below)     16       (3,807 )     (7,219 )     (8,843 )     (18,163 )
Selling, general and administrative expenses     17       (773 )     (1,544 )     (1,184 )     (2,143 )
Personnel expenses             (2,002 )     (3,675 )     (3,034 )     (5,785 )
Depreciation and amortization             (287 )     (564 )     (315 )     (624 )
Credit loss (expense)/income     6,7,8       (520 )     (694 )     81       (282 )
Impairment of non-current assets             (36 )     (36 )            
Profit from operations             6,590       10,000       4,742       8,912  
Gain from disposal of subsidiary                               424  
Share of loss of an associate                         (5 )     (44 )
Foreign exchange gain/(loss), net             (2,369 )     (2,810 )     1,296       2,115  
Other income and expenses, net             22       111       (262 )     (246 )
Profit before tax             4,243       7,301       5,771       11,161  
Income tax expense     18       (1,433 )     (2,234 )     (954 )     (1,845 )
Net profit for the period             2,810       5,067       4,817       9,316  
Attributable to:                                        
Equity holders of the parent             2,625       4,799       4,653       8,994  
Non-controlling interests             185       268       164       322  
                                         
Other comprehensive (loss)/income                                        
Other comprehensive income to be reclassified to profit or loss in subsequent periods:                                        
Foreign currency translation:                                        
Exchange differences on translation of foreign operations             88       76       143       213  
Net gain recycled to profit or loss upon disposal                               (424 )
Debt securities at fair value through other comprehensive income (FVOCI):                                        
Net gain/(loss) arising during the period, net of tax             964       110       (77 )     (64 )
Net gain recycled to profit or loss upon disposal                         (18 )     (18 )
Share of other comprehensive Income of an associate                         (1 )     3  
Total other comprehensive (loss)/income, net of tax             1,052       186       47       (290 )
                                         
Total comprehensive income, net of tax             3,862       5,253       4,864       9,026  
Attributable to:                                        
Equity holders of the parent             3,697       5,006       4,689       8,683  
Non-controlling interests             165       247       175       343  
                                         
Earnings per share:                                        
Basic, earnings attributable to ordinary equity holders of the parent             41.93       76.75       74.20       143.42  
Diluted, earnings attributable to ordinary equity holders of the parent             41.93       76.75       74.20       143.42  

 

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

 

F-4


 

QIWI plc

 

Interim condensed consolidated statement of cash flows

 

(in millions of rubles)

 

(Unaudited)

 

          Six months ended  
    Notes     June 30, 2022     June 30, 2023  
Operating activities                        
                         
Profit before tax             7,301       11,161  
Adjustments to reconcile profit before tax to net cash flows generated from operating activities:                        
Depreciation and amortization             564       624  
Foreign exchange loss/(gain), net             2,810       (2,115 )
Interest income, net     15       (3,212 )     (3,540 )
Credit loss expense             694       282  
Share of loss of an associate                   44  
Gain from disposal of subsidiary                   (424 )
Impairment of non-current assets             36        
Other             78       277  
Changes in operating assets and liabilities:                        
Decrease/(Increase) in trade and other receivables             (1,739 )     2,847  
Decrease in other assets             144       884  
Increase in customer accounts and amounts due to banks             3,728       3,213  
Decrease in accounts payable and accruals             (5,345 )     (4,519 )
(Decrease)/Increase in other liabilities             313       (328 )
Increase in loans issued as operating activity             (1,670 )     (2,459 )
Cash generated from operations             3,702       5,947  
Interest received             3,569       4,140  
Interest paid             (283 )     (196 )
Income tax paid             (1,033 )     (2,266 )
Net cash flow generated from operating activities             5,955       7,625  
Investing activities                        
Cash used in business combinations     4       (215 )     (50 )
Cash paid for investments in associates     4             (315 )
Proceeds from sale of an associate     4       4,855        
Purchase of property and equipment             (133 )     (359 )
Purchase of intangible assets             (106 )     (141 )
Proceeds from sale of fixed and intangible assets             5       27  
Loans issued             (7 )     (19 )
Repayment of loans issued             30       79  
Purchase of debt securities             (1,737 )     (19,873 )
Proceeds from sale and redemption of debt instruments                   3,150  
Net cash flow generated from investing activities             2,692       (17,501 )
Financing activities                        
Repayment of debt             (392 )     (161 )
Payment of principal portion of lease liabilities     14       (34 )     (57 )
Dividends paid to non-controlling shareholders             (106 )     (218 )
Transactions with non-controlling interest                   (304 )
Net cash flow used in financing activities             (532 )     (740 )
Effect of exchange rate changes on cash and cash equivalents             (2,068 )     2,724  
Effect of change in ECL on cash and cash equivalents             (10 )      
Net increase/(decrease) in cash and cash equivalents             6,037       (7,892 )
Cash and cash equivalents at the beginning of the period     8       33,033       47,462  
Cash and cash equivalents at the end of the period     8       39,070       39,570  

 

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

 

F-5


 

QIWI plc

 

Interim condensed consolidated statement of changes in equity

 

(in millions of rubles, except number of shares)

 

(Unaudited) 

 

        Attributable to equity holders of the parent              
        Share capital                                                  
    Notes   Number of
shares
issued and
outstanding
    Amount     Additional
paid-in
capital
    Share
premium
    Other
reserves
    Retained
earnings
    Translation
reserve
    Total     Non-
controlling
interests
    Total
equity
 
Balance as of January 1, 2023         62,712,975       1       1,876       12,068       2,696       39,941       401       56,983       912       57,895  
Profit for the period                                       8,994             8,994       322       9,316  
Other comprehensive income:                                                                                    
Foreign currency translation                                             (232 )     (232 )     21       (211 )
Debt instruments at FVOCI                                 (82 )                 (82 )           (82 )
Share of OCI of an associate                                 3                   3             3  
Total comprehensive income for the period                                 (79 )     8,994       (232 )     8,683       343       9,026  
                                                                                     
Purchase of additional interest in subsidiary                               (265 )                 (265 )     (39 )     (304 )
Dividends to non-controlling interests                                                         (218 )     (218 )
Other                                                         (21 )     (21 )
Balance as of June 30, 2023         62,712,975       1       1,876       12,068       2,352       48,935       169       65,401       977       66,378  

 

The accompanying notes form an integral part of these interim condensed consolidated financial statements.  

 

F-6


 

QIWI plc

 

Interim condensed consolidated statement of changes in equity (continued)

 

(in millions of rubles, except number of shares)

 

(Unaudited)

 

        Attributable to equity holders of the parent              
        Share capital                                                  
    Notes   Number of
shares
issued and
outstanding
    Amount     Additional
paid-in
capital
    Share
premium
    Other
reserves
    Retained
earnings
    Translation
reserve
    Total     Non-
controlling
interests
    Total
equity
 
Balance as of January 1, 2022         62,437,768       1       1,876       12,068       2,376       26,822       542       43,685       155       43,840  
Profit for the period                                       4,799             4,799       268       5,067  
Other comprehensive income:                                                                                    
Foreign currency translation                                             97       97       (21 )     76  
Debt instruments at FVOCI                                 110                   110             110  
Total comprehensive income for the period                                 110       4,799       97       5,006       247       5,253  
                                                                                     
Share-based payments         263,841                         86                   86             86  
Exercise of options         11,366                                                        
Dividends to non-controlling interests                                                         (106 )     (106 )
Business combinations   4                                                     39       39  
Other                                 (1 )                 (1 )           (1 )
Balance as of June 30, 2022         62,712,975       1       1,876       12,068       2,571       31,621       639       48,776       335       49,111  

 

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

 

F-7


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited)

 

(in millions of rubles, except when otherwise indicated)

 

1. Corporate Information and description of business

 

The interim condensed consolidated financial statements of QIWI plc (hereinafter “the Company”) and its subsidiaries (collectively “the Group”) for the three and six months ended June 30, 2023 were authorized for issue on August 16, 2023.

 

The Company was registered on February 26, 2007 as a limited liability company OE Investments in Cyprus under the Cyprus Companies Law, Cap. 113. The registered office of the Company is Kennedy 12, Kennedy Business Centre, 2nd Floor, P.C.1087, Nicosia, Cyprus. On September 13, 2010 the directors of the Company resolved to change the name of the Company from OE Investments Limited to QIWI Limited and later to QIWI plc.

 

Sergey Solonin is the ultimate controlling shareholder of the Group as of June 30, 2023.

 

Information on the Company’s principal subsidiaries is disclosed in Note 3.

 

2. Basis of preparation and changes to the Group’s accounting policies

 

2.1. Basis of preparation

 

The interim condensed consolidated financial statements for the three and six months ended June 30, 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting.

 

The interim condensed consolidated financial statements are presented in Russian rubles (“RUB”) and all values are rounded to the nearest million except where otherwise indicated.

 

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual financial statements as of December 31, 2022, included in the annual report on form 20-F.

 

2.2. New standards, interpretations and amendments adopted by the Group

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2022, except for the adoption of new and amended IFRS and IFRIC interpretations effective as of January 1, 2023. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

 

The following amended standards and interpretations became effective for the Group from January 1, 2023, but did not have any material impact on the financial statements of the Group:

 

- IFRS 17 Insurance Contracts (issued in May 2017)
- Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information (issued in December 2021)
- Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (issued in February 2021)
- Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (issued in February 2021)
- Amendments to IAS 12 Income tax: Deferred tax related to assets and liabilities arising from a single transaction (issued in May 2021) and International Tax Reform—Pillar Two Model Rules (issued in May 2023)

 

2.3. Changes in presentation

 

In 2023 the Group decided to present Payment processing fees and Other revenue as a single «Revenue from contracts with customers».

 

The effects of the change in presentation on the previously reported amounts in interim condensed consolidated statement of comprehensive income are set out below:

 

    Three months
ended
    Six months
ended
    Three months
ended
    Six months
ended
 
    June 30, 2022     June 30, 2022  
    As previously reported     Restated  
Revenue from contracts with customers                 11,650       19,460  
Payment processing fees     10,839       17,787              
Other revenue     811       1,673              

 

F-8


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

3. Group structure

 

The interim condensed consolidated IFRS financial statements include the assets, liabilities and financial results of the Company and its subsidiaries. The subsidiaries are listed below:

 

        Ownership interest  
Subsidiary   Main activity   As of
December 31,
2022
    As of
June 30,
2023
 
JSC QIWI (Russia)   Operation of electronic payment kiosks     100 %     100 %
QIWI Bank JSC (Russia)   Maintenance of electronic payment systems, money transfers and Bank operations     100 %     100 %
QIWI Payments Services Provider Ltd (UAE)1   Operation of online payments     100 %      
QIWI International Payment System LLC (USA)   Operation of electronic payment kiosks     100 %     100 %
Qiwi Kazakhstan LP (Kazakhstan)   Operation of electronic payment kiosks     100 %     100 %
JLLC OSMP BEL (Belarus)   Operation of electronic payment kiosks     51 %     51 %
QIWI-M S.R.L. (Moldova)   Operation of electronic payment kiosks     51 %     51 %
QIWI Technologies LLC (Russia) (Note 4)   Software development     80 %     100 %
ROWI Factoring Plus LLC (Russia)   Factoring services to SME     51 %     51 %
ContactPay Solution (United Kingdom)   Operation of on-line payments     100 %     100 %
Rocket Universe LLC (Russia)   Software development     100 %     100 %
Billing Online Solutions LLC (Russia)   Software development     100 %     100 %
Flocktory Ltd (Cyprus)   Holding company     100 %     100 %
Flocktory Spain S.L. (Spain)   SaaS platform for customer lifecycle management and personalization     100 %     100 %
FreeAtLast LLC (Russia)   SaaS platform for customer lifecycle management and personalization     100 %     100 %
SETTE FZ-LLC (UAE)   Payment Services Provider     100 %     100 %
LALIRA DMCC (UAE)   Payment Services Provider     100 %     100 %
MFC Polet Finance LLC(Russia)   Retail financial services     100 %     100 %
QIWI Finance LLC (Russia)   Financing management     100 %     100 %
ROWI Tech LLC (Russia)   Software development     51 %     51 %
Flocktory LLC (Russia)   Research and development     100 %     100 %
Qiwi Lab LLC (Russia)   Software development     100 %     100 %
QIWI Payments LLC (Russia) (Note 4)   Software development     80 %     100 %
IntellectMoney LLC (Russia)   Software development     100 %     100 %
Managing Company "RealWeb" LLC (Russia)   Management services     100 %     100 %
IA RealWeb LLC (Russia)   Digital marketing     75 %     75 %
Sfera LLC (Russia)   Digital marketing     83 %     83 %
Centra LLC (Russia)   Software development     100 %     100 %
Fusion Tech LLC (Russia) 3   Digital marketing     100 %      
De Vision LLC (Russia)   Software development     75 %     75 %
Vailmobail LLC (Russia)   Digital marketing     75 %     75 %
Konversiya LLC (Russia)   Recruitment services     75 %     75 %
IA REAL WEB CJSC (Armenia)   Digital marketing     75 %     75 %
RW Consulting SIA (Latvia)   Digital marketing     83 %     83 %
RealWeb Latvia SIA (Latvia)   Digital marketing     83 %     83 %
IT LAB AND PAYMENTS FE LLC (Uzbekistan)   Software development     100 %     100 %
Epic Growth LLC (Russia)2   Digital marketing           83 %
Data Go LLC (Russia)2   Software development           75 %
Associate                    
Advanced Digital Applications Holding Ltd (BVI)   Operation of on-line payments     9.91 %     12.6 %

 

The entity was liquidated during 2023
The entities were acquired in 2023 for insignificant consideration
The entity was sold in 2023 for insignificant consideration

 

F-9


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

4. Acquisitions, disposals and discontinued operations

 

2022

 

Taxiaggregator

 

During December 2021 - January 2022, the Group completed a series of transactions related to the acquisition of assets of the Taxiaggregator business combined with the hiring of its employees into an existing Group subsidiary QIWI Technologies LLC. In January 2022, the Group obtained control over the Taxiaggregator business. As a result, the Group came to own 80% of the business with the remaining 20% owned by the founder of Taxiaggregator. The acquisition has been accounted for using the acquisition method.

 

Taxiaggregator is a SaaS platform that provides payment solutions and data analytics tool for taxi companies and taxi drivers. The platform allows drivers to see balances and order history from all aggregators consolidated in real time at a convenient interface and get instant payouts after each trip. The transaction falls within the Group’s strategy to further develop its value proposition in payment segment for self-employed. QIWI had been an exclusive payment partner of Taxiaggregator form its inception. The Group’s expenses for information services from the business for the year ended December 31, 2021, amounted to 139.

 

The consideration measured at fair values comprised the following:

 

The acquisition date fair value of the Group’s previously held interest     116  
Cash consideration     706  
Total consideration transferred     822  

 

Cash consideration has been paid in full as of March 31, 2022 (215 during the first quarter 2022 and 491 during the year 2021).

 

The fair value of the identifiable assets and liabilities as of the date of acquisition was:

 

    Fair value  
Net assets acquired:        
Intangible assets     233  
Software     64  
Client base     169  
Deferred tax liabilities     (39 )
Total identifiable net assets at fair value     194  
Group’s share of net assets acquired (80%)     155  
Goodwill arising on acquisition     667  

 

The Goodwill resulted as the difference between group’s share of fair value of net assets acquired in the business combination and the consideration paid amounted to 667 and related to potential synergy with the Payment services segment of the Group. Goodwill was allocated to CGU Payment services. None of the goodwill recognized is expected to be deductible for income tax purposes.

 

Revenue and net profit of Taxiaggregator business from the acquisition date to December 31, 2022 was insignificant.

 

During the second quarter of 2023, the Group acquired remaining 20% for the amount of 304.

 

F-10


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

4. Acquisitions, disposals and discontinued operations (continued)

 

RealWeb

 

During December 2022, the Group completed a series of transactions related to the acquisition of subsidiaries of RealWeb group. In the middle of December 2022, the Group obtained control over the RealWeb business. As a result, the Group owns 79% of the business and has the intention to increase its share to 100% during the year 2023. The acquisition has been accounted for using the acquisition method. Pre-existing relationships between the Group and RealWeb were not significant.

 

RealWeb is a leading full-cycle digital marketing service provider in Russia, which provides context and media advertising management services, social network presence, programmatic, CPA and mobile marketing type of services. The transaction allows the Group to attain leading positions in the growing advertising and digital marketing business segments based on RealWeb’s expertise, and to further diversify the Group’s product portfolio.

 

The consideration transferred to the seller comprised cash only and amounted to 1,773.

 

The provisional fair value of the identifiable assets and liabilities as of the date of the acquisition was:

 

Net assets acquired:   Fair value  
Intangible assets     1,163  
Software     792  
Trademarks     371  
Trade and other receivables     3,248  
Cash and cash equivalents     3,089  
Other assets     116  
Deferred tax     (123 )
Trade and other payables     (6,140 )
Other liabilities     (273 )
Total identifiable net assets at fair value     1,080  
Group’s share of net assets acquired (79%)     849  
Goodwill arising on acquisition     924  

 

The Group applied the relief-from-royalty method to determine the fair value of the trademarks and replacement cost approach to determine the fair value of the software. The significant assumptions used to estimate the fair value of the trademarks are the forecasted revenue growth rates, royalty rate and discount rate. The significant assumptions used to estimate the fair value of the software are the number of staff hours required to develop the software and the related personnel cost.

 

The provisional Goodwill calculated as the difference between the Group’s share of the fair value of the identifiable net assets acquired in the business combination and the consideration paid amounted to 924 and related to the expected synergy with the Group’s existing business. Goodwill was allocated to the new CGU RealWeb. None of the goodwill recognised is expected to be deductible for the income tax purposes.

 

Revenue of RealWeb business from the acquisition date to December 31, 2022, amounted to 981 and the net profit was insignificant. The management of the Group does not provide the information regarding revenue and profit or loss of the combined entity for the year 2022 as though the acquisition happened on January 1, 2022, due to the fact that RealWeb had no financial statements prepared in accordance with IFRS and therefore preparation of such disclosure would have been impracticable.

 

F-11


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

4. Acquisitions, disposals and discontinued operations (continued)

 

RealWeb (continued)

 

Analysis of cash flows on acquisition:   Amount  
Cash paid     (1,773 )
Net cash acquired with the subsidiaries     3,089  
Total cash acquired in business combination     1,316  

 

Investment in associate

 

At the end of September, 2022, the Group acquired a minority stake in fintech company that provides financial services for underbanked customers in Middle East and North Africa region. The transaction is in line with the management plans for an expansion to the international fintech markets. Also, as part of the deal, the Group obtained for free the option to increase its stake in the future, valid until the end of August 2024. The Group recognizes this investment as an associate and accounts for it under the equity method, given the Group has call option and representation on the board of directors of the associate

 

The consideration measured at fair values was made by the following:

 

Cash consideration transferred ($11 million)     660  
Fair value of option received from associate     (333 )
Total consideration     327  

 

Cash consideration has been paid in full as of the reporting date.

 

The fair value of the identifiable assets and liabilities as of the date of acquisition was:

 

Net assets acquired:   Fair value  
Intangible assets     408  
Accounts receivable     610  
Cash and cash equivalents     603  
Other assets     25  
Debt     (512 )
Trade and other payables     (204 )
Other liabilities     (57 )
Total identifiable net assets at fair value     873  
Group’s share of net assets acquired     86  
Goodwill arising on acquisition     241  

 

Goodwill related to the associate amounted to 241 and is included in the carrying amount of the investment in associate.

 

At the end of June 2023, the Group invested another tranche of cash in the amount of 315 and recognized additional goodwill of 308.

 

F-12


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

5. Operating segments

 

The Chief executive officer (CEO) of the Group is considered as the chief operating decision maker of the Group (CODM). In reviewing the operational performance of the Group and allocating resources, the CODM reviews selected items of each segment’s interim condensed consolidated statement of comprehensive income.

 

In determining that the CODM was the CEO, the Group considered his responsibilities as well as the following factors:

 

- The CEO determines compensation of other executive officers while the Group’s board of directors approves corporate key performance indicators (KPIs) and total bonus pool for those executive officers. In case of underperformance of corporate KPIs a right to make a final decision on bonus pool distribution is left with the Board of directors (BOD);
- The CEO is actively involved in the operations of the Group and regularly chairs meetings on key projects of the Group; and
- The CEO regularly reviews the financial and operational reports of the Group. These reports primarily include segment net revenue, segment profit before tax and segment net profit for the Group as well as certain operational data.

 

The financial data is presented on a combined basis for all key subsidiaries and associates representing the segment net revenue, segment profit before tax and segment net profit, which are the metrics the Group uses to measure the performance of its operating segments. Segment net revenue is a measure of profitability defined as the segment revenues less segment direct revenue-related costs. The Group does not monitor balances of assets and liabilities by segment as the CODM considers they have no impact on decision-making.

 

The Group has identified its operating segments based on the types of products and services the Group offers. The CODM reviews segment net revenue, segment profit before tax and segment net profit separately for each reportable segment.

 

- Payment Services (PS) is the operating segment that generates revenue through operations of the payment processing system offered to the Group’s customers through a diverse range of channels and interfaces.
- Digital Marketing (DM) is the operating segment that generates revenue through providing context and media advertising management services, including platform services under subscription, social network presence, programmatic, CPA and mobile marketing type of services. After RealWeb acquisition in December 2022 (note 4), DM segment exceeds the quantitative thresholds, thus became reportable. Results of DM segment were previously presented in Corporate and Other category.

 

For the purpose of management reporting, expenses related to corporate back-office operations were not allocated to any operating segment and are presented separately to the CODM. Results of other operating segments and corporate expenses are included in Corporate and Other (CO) category for the purpose of segment reporting.

 

Management reporting is different from IFRS, because it does not include certain IFRS adjustments, which are not analyzed by the CODM in assessing the operating performance of the business. The adjustments affect such major areas as share-based payments, the effect of disposal of subsidiaries and fair value adjustments, such as amortization and impairment, as well as non-recurring items that occur from time to time and are evaluated for adjustment as and when they occur. The tax effect of these adjustments is also excluded from management reporting.

 

F-13


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

5. Operating segments (continued)

 

The segments’ interim condensed consolidated statements of income for the six months ended June 30, 2023, as presented to the CODM are presented below:

 

    Six months ended June 30, 2023  
    PS     DM     CO     Total  
Segment net revenue     14,159       1,671       1,916       17,746  
Segment profit before tax     8,112       375       2,813       11,300  
Segment net profit/(loss)     6,462       329       2,623       9,414  

 

The segments’ interim condensed consolidated statements of income for the three months ended June 30, 2023, as presented to the CODM are presented below:

 

    Three months ended June 30, 2023  
    PS     DM     CO     Total  
Segment net revenue     7,215       930       1,049       9,194  
Segment profit before tax     3,733       250       2,226       6,209  
Segment net profit/(loss)     2,926       213       2,095       5,234  

 

The segments’ interim condensed consolidated statements of income for the six months ended June 30, 2022, as presented to the CODM are presented below:

 

    Six months ended June 30, 2022  
    PS     DM     CO     Total  
Segment net revenue     14,967       285       1,261       16,513  
Segment profit/(loss) before tax     10,735       (37 )     (3,121 )     7,577  
Segment net profit/(loss)     8,601       (26 )     (3,285 )     5,290  

 

The segments’ interim condensed consolidated statements of income for the three months ended June 30, 2022, as presented to the CODM are presented below:

 

    Three months ended June 30, 2022  
    PS     DM     CO     Total  
Segment net revenue     9,318       128       762       10,208  
Segment profit/(loss) before tax     6,979       (67 )     (2,476 )     4,436  
Segment net profit/(loss)     5,572       (56 )     (2,552 )     2,964  

 

F-14


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

5. Operating segments (continued)

 

Segment net revenue, as presented to the CODM, for the three and six months ended June 30, 2023 and 2022 is calculated by subtracting cost of revenue from revenue as presented in the table below:

 

    Three months
ended June 30,
2022
    Six months
ended June 30,
2022
    Three months
ended June 30,
2023
    Six months
ended June 30,
2023
 
Revenue under IFRS     14,015       23,732       18,037       35,909  
Cost of revenue     (3,807 )     (7,219 )     (8,843 )     (18,163 )
Total segments net revenue, as presented to CODM     10,208       16,513       9,194       17,746  

 

A reconciliation of segment profit before tax as presented to the CODM to IFRS interim condensed consolidated profit before tax of the Group, for the three and six months ended June 30, 2023 and 2022, is presented below:

 

    Three months
ended June 30,
2022
    Six months
ended June 30,
2022
    Three months
ended June 30,
2023
    Six months
ended June 30,
2023
 
Interim condensed consolidated profit before tax under IFRS     4,243       7,301       5,771       11,161  
Fair value adjustments recorded on business combinations, and their amortization     98       181       438       563  
Gain on disposal of subsidiary                       (424 )
Impairment of non-current assets     36       36              
Share-based payments     59       59              
Total segments profit before tax, as presented to CODM     4,436       7,577       6,209       11,300  

 

A reconciliation of segment net profit as presented to the CODM to IFRS interim condensed consolidated net profit of the Group, for the three and six months ended June 30, 2023 and 2022, is presented below:

 

    Three months
ended June 30,
2022
    Six months
ended June 30,
2022
    Three months
ended June 30,
2023
    Six months
ended June 30,
2023
 
Interim condensed consolidated net profit under IFRS     2,810       5,067       4,817       9,316  
Fair value adjustments recorded on business combinations, and their amortization     98       181       438       563  
Gain on disposal of subsidiary                       (424 )
Impairment of non-current assets     36       36              
Share-based payments     59       59              
Effect from taxation of the above items     (39 )     (53 )     (21 )     (41 )
Total segments net profit, as presented to CODM     2,964       5,290       5,234       9,414  

 

F-15


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

5. Operating segments (continued)

 

Geographic information

 

Revenues from external customers are presented below:

 

    Three months
ended June 30,
2022
    Six months
ended June 30,
2022
    Three months
ended June 30,
2023
    Six months
ended June 30,
2023
 
Russia     12,681       21,085       14,767       28,757  
Other CIS     727       1,409       844       1,738  
EU     172       340       1,740       4,186  
Other     435       898       686       1,228  
Total revenue     14,015       23,732       18,037       35,909  

 

Revenue is recognized according to merchants’ or consumers’ geographic place. The majority of the Group’s non-current assets are located in Russia.

 

The Group does not have any single external customer amounting to 10% or greater of the Group’s revenue for the six months and the three months ended June 30, 2023 and for the six months ended June 30, 2022. There was one third party customer, which generated revenues in excess of 10% (13.7%) of the Group’s revenue for the three months ended June 30, 2022. This revenue was generated within the PS segment.

 

Disaggregated revenue information

 

Disaggregation of revenues from contracts with customers for the six months ended June 30, 2023 are presented below:

 

    PS     DM     CO     Total  
Payment processing fees     17,435                   17,435  
Cash and settlement service fees     1,233             5       1,238  
Platform and marketing services related fees     81       11,377             11,458  
Fees for guarantees issued     9             886       895  
Other revenue     237       75       35       347  
Total revenue from contracts with customers     18,995       11,452       926       31,373  

 

Disaggregation of revenues from contracts with customers for the three months ended June 30, 2023 are presented below:

 

    PS     DM     CO     Total  
Payment processing fees     8,687                   8,687  
Cash and settlement service fees     719             3       722  
Platform and marketing services related fees     36       5,517             5,553  
Fees for guarantees issued     4             474       478  
Other revenue     137       49       19       205  
Total revenue from contracts with customers     9,583       5,566       496       15,645  

 

F-16


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

5. Operating segments (continued)

 

Disaggregation of revenues from contracts with customers for the six months ended June 30, 2022 are presented below:

 

    PS     DM     CO     Total  
Payment processing fees     17,787                   17,787  
Cash and settlement service fees     383             77       460  
Platform and marketing services related fees     57       379             436  
Fees for guarantees issued     10             590       600  
Other revenue     167             10       177  
Total revenue from contracts with customers     18,404       379       677       19,460  

 

Disaggregation of revenues from contracts with customers for the three months ended June 30, 2022 are presented below:

 

    PS     DM     CO     Total  
Payment processing fees     10,839                   10,839  
Cash and settlement service fees     185                   185  
Platform and marketing services related fees     23       178             201  
Fees for guarantees issued     5             329       334  
Other revenue     86             5       91  
Total revenue from contracts with customers     11,138       178       334       11,650  

 

F-17


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

6. Long-term and short-term loans issued

 

As of June 30, 2023, long-term and short-term loans issued consisted of the following:

 

    Total as of
June 30, 2023
    Expected credit
loss allowance
    Net as of
June 30, 2023
 
Long-term loans                        
Loans to legal entities, including SME     636       (16 )     620  
Loans to individuals     3             3  
Total long-term loans     639       (16 )     623  
Short-term loans                        
Factoring loans     12,245       (155 )     12,090  
Loans to legal entities, including SME     4,881       (327 )     4,554  
Loans to individuals     193       (109 )     84  
Total short-term loans     17,319       (591 )     16,728  

 

As of December 31, 2022, long-term and short-term loans consisted of the following:

 

    Total as of
December 31, 2022
    Expected credit
loss allowance
    Net as of
December 31,
2022
 
Long-term loans                        
Loans to legal entities, including SME     871       (28 )     843  
Total long-term loans     871       (28 )     843  
Short-term loans                        
Factoring loans     12,668       (100 )     12,568  
Loans to legal entities, including SME     1,840       (254 )     1,586  
Loans to individuals     85       (39 )     46  
Total short-term loans     14,593       (393 )     14,200  

 

The amounts in the tables show the maximum exposure to credit risk regarding loans issued. Loans issued within the factoring scheme are collateralized with the accounts receivable of the debtor. The other part of loans issued are not collateralized.

 

F-18


 

 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

6. Long-term and short-term loans issued (continued)

 

An analysis of the changes in the ECL allowances due to changes in corresponding gross carrying amounts for the six months ended June 30, 2023, was the following:

 

   

Stage 1

Collective

   

Stage 2

Collective

    Stage 3     Total  
ECL allowance as of January 1, 2023     (24 )     (120 )     (277 )     (421 )
Changes because of financial instruments (originated or acquired)/derecognized during the reporting period     (162 )     40       (68 )     (190 )
Transfers between stages     121       (2 )     (119 )      
Amounts sold and written off                 4       4  
ECL allowance as of June 30, 2023     (65 )     (82 )     (460 )     (607 )

 

An analysis of the changes in the ECL allowances due to changes in corresponding gross carrying amounts for the three months ended June 30, 2023, was the following:

 

   

Stage 1

Collective

   

Stage 2

Collective

    Stage 3     Total  
ECL allowance as of April 1, 2023     (90 )     (76 )     (363 )     (529 )
Changes because of financial instruments (originated or acquired)/derecognized during the reporting period     24       (5 )     (97 )     (78 )
Transfers between stages     1       (1 )            
Amounts sold and written off                        
ECL allowance as of June 30, 2023     (65 )     (82 )     (460 )     (607 )

 

An analysis of the changes in the ECL allowances due to changes in corresponding gross carrying amounts for the six months ended June 30, 2022, was the following:

 

   

Stage 1

Collective

   

Stage 2

Collective

    Stage 3     Total  
ECL allowance as of January 1, 2022     (34 )     (5 )     (53 )     (92 )
Changes because of financial instruments (originated or acquired)/derecognized during the reporting period           (120 )     (77 )     (197 )
Transfers between stages     9       (3 )     (6 )      
Amounts sold and written off                 7       7  
ECL allowance as of June 30, 2022     (25 )     (128 )     (129 )     (282 )

 

An analysis of the changes in the ECL allowances due to changes in corresponding gross carrying amounts for the three months ended June 30, 2022, was the following:

 

   

Stage 1

Collective

   

Stage 2

Collective

    Stage 3     Total  
ECL allowance as of April 1, 2022     (21 )     (65 )     (80 )     (166 )
Changes because of financial instruments (originated or acquired)/derecognized during the reporting period     (7 )     (61 )     (55 )     (123 )
Transfers between stages     3       (2 )     (1 )      
Amounts sold and written off                 7       7  
ECL allowance as of June 30, 2022     (25 )     (128 )     (129 )     (282 )

 

As of June 30, 2023, and December 31, 2022, the Group had no overdue but not impaired loans.

 

F-19


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

7. Trade and other receivables

 

As of June 30, 2023, trade and other receivables consisted of the following:

 

   

Total as of

June 30, 2023

    Expected credit
loss allowance
   

Net as of

June 30, 2023

 
Cash receivable from agents     1,623       (178 )     1,445  
Deposits issued to merchants     5,685       (15 )     5,670  
Receivables related to marketing activity     3,539       (59 )     3,480  
Receivables related to guarantees issued and exercised     1,000       (933 )     67  
Commissions receivable     276       (15 )     261  
Other receivables     869       (111 )     758  
Total financial assets     12,992       (1,311 )     11,681  
Advances issued     488             488  
Total trade and other receivables     13,480       (1,311 )     12,169  

 

As of December 31, 2022, trade and other receivables consisted of the following:

 

   

Total as of

December 31,
2022

    Expected
credit loss
allowance
   

Net as of

December 31,
2022

 
Cash receivable from agents     4,385       (325 )     4,060  
Deposits issued to merchants     6,771       (15 )     6,756  
Receivables related to marketing activity     3,422       (20 )     3,402  
Receivables related to guarantees issued and exercised     686       (589 )     97  
Commissions receivable     394       (30 )     364  
Other receivables     226       (37 )     189  
Total financial assets     15,884       (1,016 )     14,868  
Advances issued     326             326  
Total trade and other receivables     16,210       (1,016 )     15,194  

 

The amounts in the tables show the maximum exposure to credit risk regarding Trade and other receivables. Receivables are non-interest bearing, except for agent receivables bearing, generally, interest rate of 20%-36% per annum and credit terms generally do not exceed 30 days. There is no requirement for collateral for customer to receive an overdraft.

 

An analysis of changes in the ECL allowances due to changes in the corresponding gross carrying amounts for the six months ended June 30, 2023 and June 30, 2022, was the following:

 

    2022     2023  
ECL allowance as of January 1,     (509 )     (1,016 )
Changes because of financial instruments (originated or acquired)/ derecognized during the reporting period     (106 )     (432 )
Amounts written off     31       137  
ECL allowance as of June 30,     (584 )     (1,311 )

 

An analysis of changes in the ECL allowances due to changes in the corresponding gross carrying amounts for the three months ended June 30, 2023 and June 30, 2022, was the following:

 

    2022     2023  
ECL allowance as of April 1,     (553 )     (966 )
Changes because of financial instruments (originated or acquired)/ derecognized during the reporting period     (41 )     (359 )
Amounts written off     10       14  
ECL allowance as of June 30,     (584 )     (1,311 )

 

F-20


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

8. Cash and cash equivalents

 

As of June 30, 2023, and December 31, 2022, cash and cash equivalents consisted of the following:

 

    As of
December 31, 2022
    As of
June 30, 2023
 
Correspondent accounts with Central Bank of Russia (CBR)     3,025       1,870  
Сash with banks and on hand     9,833       12,295  
Short-term CBR deposits     27,100       17,300  
Other short-term bank deposits     7,507       8,108  
Less: Allowance for ECL     (3 )     (3 )
Total cash and cash equivalents     47,462       39,570  

 

The amounts in the table show the maximum exposure to credit risk regarding cash and cash equivalents. The banks the Group holds its cash have low credit risk and are approved by the Board of Directors of the Group on a regular basis.

 

The Group holds cash and cash equivalents in different currencies and therefore is exposed to foreign currency risk.

 

    As of
December 31, 2022
    As of
June 30, 2023
 
Russian ruble     39,980       28,820  
Euro     735       969  
US Dollar     2,230       2,346  
Chinese Yuan     2,160       2,599  
Others     2,357       4,836  
Total     47,462       39,570  

 

F-21


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

9. Other current assets and other current liabilities

 

9.1 Other current assets

 

As of June 30, 2023, and December 31, 2022, other current assets consisted of the following:

 

    As of
December 31, 2022
    As of
June 30, 2023
 
Other financial assets                
Reserves at CBR*     63       129  
Option received from ADAH     470       158  
Restricted cash accounts and payments     2,015       1,035  
Less: Allowance for ECL     (1,404 )     (1,035 )
Total other financial assets     1,144       287  
Other non-financial assets                
Prepaid expenses     191       178  
Tax receivables     288       860  
Costs of obtaining a contract     455       495  
Other     117       26  
Total other current assets     2,195       1,846  

 

* Banks are currently required to post mandatory reserves with the CBR to be held in non-interest-bearing accounts. Such mandatory reserves are established by the CBR for liabilities in RUB and in foreign currency according to its monetary policy. The amount is excluded from cash and cash equivalents for the purposes of interim condensed consolidated statement of cash flows and does not have a repayment date.

 

As of June 30, 2023, cash with banks in the amount of 574 and payments to partners in the amount of 461 were restricted due to the sanctions imposed on certain Russian banks and other restrictions (December 31, 2022 – 2,015). Restricted cash accounts and the related ECL allowance in the amount of 1,035 fall under stage 3 of impairment (December 31, 2022 – 1,404).

 

9.2 Other current liabilities

 

As of June 30, 2023, and December 31, 2022, other current liabilities consisted of the following:

 

    As of
December 31, 2022
    As of
June 30, 2023
 
Contract liability related to guarantees issued     1,157       1,243  
Deferred income     131       137  
Tax payable     913       526  
Other     67       88  
Total other current liabilities     2,268       1,994  

 

F-22


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

10. Trade and other payables

 

As of June 30, 2023, and December 31, 2022, the Group's trade and other payables consisted of the following:

 

    As of
December 31, 2022
    As of
June 30, 2023
 
Payables to merchants     11,431       8,581  
Money remittances and e-wallets accounts payable     8,807       9,282  
Deposits received from agents     3,415       2,407  
Payables related to marketing activity     5,751       5,720  
Commissions payable     485       375  
Accrued personnel expenses and related taxes     2,073       1,865  
Other payables     1,086       1,510  
Total trade and other payables     33,048       29,740  

 

11. Customer accounts and amounts due to banks

 

As of June 30, 2023, and December 31, 2022, customer accounts and amounts due to banks consisted of the following:

 

   

As of

December 31, 2022

   

As of

June 30, 2023

 
Legal entities’ current/demand accounts     8,829       11,257  
Correspondent accounts of other banks     2,335       3,695  
Individuals’ current/demand accounts     39       59  
Total customer accounts and amounts due to banks     11,203       15,011  

 

Customer accounts and correspondent accounts of other banks bear interest of up to 7% (2022 – 7%).

 

12. Debt

 

As of June 30, 2023, and December 31, 2022, Group’s debt consisted of the following:

 

    Credit limit     Effective
interest
rate
  Maturity    

As of

December 31, 2022

   

As of

June 30, 2023

 
Non-current interest-bearing debt                                    
Bonds issued     5,000     9.3%     October 10, 2023       3,922       3,745  
Total debt                         3,922       3,745  
Including short-term portion                         3,922       3,745  

 

The Group is subject to various covenants regarding its bonds issued. As of June 30, 2023, and December 31, 2022, the Group was in compliance with all covenants stipulated by the public irrevocable offers.

 

Interest expense regarding Group’s debt for the six months ended June 30, 2023 amounted to 141 (for the six months ended June 30, 2022 – 184).

 

F-23


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

13. Investments in associates

 

The following table illustrates the summarized financial information of the Group’s investment in the associate (see Note 4):

 

   

As of

December 31, 2022

   

As of

June 30, 2023

 
Current assets, including cash and cash equivalents of 124 (2022-82)     750       1,366  
Non-current assets     497       571  
Current liabilities     (342 )     (1,359 )
Non-current debt     (281 )     (348 )
Equity     624       230  
Group’s share in equity 12.6% (2022 - 9.9%)     62       30  
Goodwill     241       549  
Group’s carrying amount of the investment     303       579  

 

    Six months
ended June 30,
2022
    Six months
ended June 
30, 2023
 
Revenue           572  
Cost of revenue           (440 )
Other income and expenses, net           (1,067 )
including personnel expenses           (458 )
including depreciation and amortization           (44 )
Total net loss           (935 )
Group’s share of total net loss           (93 )
Gain from contribution to equity by other investors           49  
Total share of loss of an associate           (44 )

 

F-24


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

14. Leases

 

The Group has commercial lease agreements of office buildings. The leases have an average life up to four years. The contracts for a term of less than a year fall under the recognition exemption for being short-term leases. Total lease expense for the six months ended June 30, 2023 recognized under such contracts is 28 (six months ended June 30, 2022 – 14). Future minimum lease rentals under non-cancellable lease commitments for office premises for a term less than one year as of June 30, 2023 are 15 (December 31, 2022 – 25).

 

For long-term contracts, right-of-use assets and lease liabilities were recognized. Right-of-use assets are included into property and equipment. The change in the balances of Right-of-use assets and Lease liabilities for the six months ended June 30, 2023 was as follows:

 

   

Right-of-use assets

Office buildings

    Lease
liabilities
 
As of January 1, 2023     455       433  
Additions     29       21  
Derecognition     (11 )     (11 )
Depreciation     (130 )      
Interest expense           18  
Payments           (75 )
As of June 30, 2023     343       386  
Including short-term portion             302  

 

The change in the balances of Right-of-use assets and Lease liabilities for the six months ended June 30, 2022 was as follows:

 

   

Right-of-use assets

Office buildings

    Lease
liabilities
 
As of January 1, 2022     653       642  
Additions     104       104  
Derecognition     (136 )     (155 )
Depreciation     (137 )      
Interest expense           30  
Payments           (64 )
As of June 30, 2022     484       557  
Including short-term portion             263  

 

For the amount of rent expense recognized from short-term leases and variable lease payments for the three and six months ended June 30, 2023 and June 30, 2022 see note 17.

 

F-25


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

15. Revenue from contracts with customers

 

Revenue from contracts with customers for three and six months ended June 30 was as follows:

 

    Three months
ended June 30,
2022
    Six months
ended June 30,
2022
    Three months
ended June 30,
2023
    Six months
ended June 30,
2023
 
Payment processing fees     10,839       17,787       8,687       17,435  
Platform and marketing services related fees     201       436       5,553       11,458  
Fees for guarantees issued     334       600       478       895  
Cash and settlement service fees     185       460       722       1,238  
Other revenue     91       177       205       347  
Total revenue from contracts with customers     11,650       19,460       15,645       31,373  

 

For the purposes of interim condensed consolidated statement of cash flows, “Interest income, net” consists of the following:

 

    Six months ended  
    June 30, 2022     June 30, 2023  
Interest revenue calculated using the effective interest rate     (3,381 )     (3,708 )
Interest expense classified as part of cost of revenue     241       162  
Interest income and expenses from non-operating activities     (72 )     6  
Interest income, net, for the purposes of interim condensed consolidated statement of cash flows     (3,212 )     (3,540 )

 

16. Cost of revenue

 

    Three months
ended June 30,
2022
    Six months
ended June 30,
2022
    Three months
ended June 30,
2023
    Six months
ended June 30,
2023
 
Transaction costs     3,260       6,090       3,645       7,309  
Platform and marketing services related expenses     29       54       4,630       9,765  
Guarantees issued related expenses     141       275       216       400  
Interest expense     121       241       84       162  
Other expenses     256       559       268       527  
Total cost of revenue     3,807       7,219       8,843       18,163  

 

F-26


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

17. Selling, general and administrative expenses

 

    Three months
ended June
 30, 2022
    Six months
ended June
30, 2022
    Three months
ended June
30, 2023
    Six months
ended June
30, 2023
 
Advertising, client acquisition and related expenses     80       148       116       193  
Tax expenses, except for income and payroll  taxes     69       146       77       166  
Advisory and audit services     190       434       247       490  
Rent of premises     25       51       34       68  
Expenses related to Tochka platform services     178       311       282       415  
IT related services     92       188       138       252  
Business travel and representative expenses     66       95       126       222  
Other expenses     73       171       164       337  
Total selling, general and administrative expenses     773       1,544       1,184       2,143  

 

F-27


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

18. Income tax

 

The Company is incorporated in Cyprus under the Cyprus Companies Law, but the business activity of the Group and joint ventures is subject to taxation in multiple jurisdictions, the most significant of which include:

 

Cyprus

 

The Company is subject to 12.5% corporate income tax applied to its worldwide income. On December 9, 2021, the Minister of Finance presented to parliament the proposed Cyprus budgetary plan for 2022 and envisaged fiscal policy plan for the next three-year period, including an outline of the government’s vision with respect to a possible reform of the Cyprus tax system. Specifically, an increase of the corporate income tax rate from 12.5% to 15% is envisaged, in line with the OECD Inclusive Framework’s Pillar Two agreement. The European Commission’s proposal indicates that the new rules should be transposed into domestic law by EU Member States by December 31, 2023. Once duly adopted, it is proposed to take effect from January 1, 2024.

 

The Company is exempt from the special contribution to the Defense Fund on dividends received from abroad.

 

In 2020 the Company obtained a written confirmation from the Cyprus tax authorities in the form of a tax ruling in which the Cyprus tax authorities accept in writing not to impose any deemed dividend distribution liability since the Company is a public entity and it is impossible to identify the ultimate minority shareholders.

 

The Russian Federation

 

The Company’s subsidiaries incorporated in the Russian Federation are subject to corporate income tax at the standard rate of 15% applied to income received from Russian government bonds and 20% applied to their other taxable income.

 

The Protocol of September 8, 2020 effective from January 1, 2021 established withholding tax rates as 15% in respect of interest and dividend income paid to Cyprus (though it provides for a number of exceptions where the lower rates of 5% or 0% are envisaged). The Company believes that it fulfills the conditions for application of the reduced 5% tax rate under the amended Russia-Cyprus Double Tax Treaty in respect of dividend income.

 

Republic of Kazakhstan

 

The Company’s subsidiary incorporated in Kazakhstan is subject to corporate income tax at the standard rate of 20% applied to their taxable income.

 

The major components of income tax expense in the interim condensed consolidated statement of comprehensive income are:

 

    Three months
ended June 30,
2022
    Six months
ended June 30,
2022
    Three months
ended June 30,
2023
    Six months
ended June 30,
2023
 
Current income tax expense     (1,179 )     (1,893 )     (761 )     (1,860 )
Deferred tax (expense)/benefit     (254 )     (341 )     (193 )     15  
Income tax expense for the period     (1,433 )     (2,234 )     (954 )     (1,845 )

 

F-28


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

19. Commitments, contingencies and operating risks

 

Operating environment

 

The Ukraine crisis, which started in late 2013 and escalated into a major military conflict between Russia and Ukraine in February 2022, has had a devastating effect on Russian relations with the West. In response to the Ukraine crisis, Ukraine, the European Union, the United Kingdom and the United States (as well as numerous other countries such as Switzerland, Japan, Norway, Canada and Australia) have passed a variety of economic sanctions against numerous Russian banks, other companies, private individuals, and whole sectors of the Russian economy, as well as export restrictions and “sectoral” sanctions affecting specified types of transactions with named participants in certain industries, including named Russian financial institutions, and sanctions that prohibit certain significant commercial activities of U.S., UK and EU entities in Russia, as well as in certain specific territories affected by the conflict. While the scope of sanctions has been expanding since 2014, when they were first introduced in response to annexation of Crimea, 2022 saw the imposition of extremely severe measures that have hitherto been unprecedented. Introduction of further economic or trade sanctions remains highly likely as the conflict in Ukraine develops.

 

Several of Russia’s largest banks, as well as a number of smaller banks are now on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s List of Specially Designated Nationals and Blocked Persons (SDNs), such that their property in the U.S. is blocked and U.S. entities are prohibited from transacting with them, and are also subject to various EU and UK sanctions. Since March 2, 2022, a number of major Russian banks have been banned from the SWIFT system by the EU.

 

As of the date of these interim condensed consolidated financial statements, the Group is not subject to any sanctions from the US, the UK or the EU. However, further expansion of the sanctions list, the shutdown of the SWIFT system for some Russian banks, the possible introduction of restrictions on the CBR and a number of companies, including customers and counterparties of the Group, may have a significant impact on the activities and financial position of the Group in the future.

 

In addition, in response to the Ukraine conflict, numerous companies from the U.S., the EU, the UK and other countries have withdrawn from Russia or suspended, wound down or substantially scaled back their Russian operations, stopped dealings with Russian counterparts, or announced plans to do so, due to what ostensibly is a combination of compliance, political, reputational, and other reasons, in a manner that goes significantly beyond the mere compliance with applicable sanctions. It has been observed that businesses from the U.S., the EU, the UK and certain other countries, are exhibiting an overall trend of avoiding any associations with Russia. Such businesses include, among others, software and hardware providers the use of whose products and services is material to the Group’s operations. Accordingly, the Group may face the risk of interruptions to its normal operations due to the need to replace such products and services and integrate alternative solutions on an emergency basis, and its business, financial condition and results of operations could be materially adversely affected as a result. Further, on March 5, 2022, Visa and Mastercard suspended membership of all their Russian members, rendering Russian banks, including Qiwi Bank, unable to issue Visa and Mastercard cards, and Russian consumers unable to execute purchases from most foreign merchants, which has had a limited negative effect on the Group’s payment volumes in 2022 and 2023.

 

F-29


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

19. Commitments, contingencies and operating risks (continued)

 

Operating environment (continued)

 

In response to the actions of foreign countries and companies described above, the Russian Federation has developed and continues to implement a number of legal, financial and economic measures in order to secure and stabilize the Russian economy, as well as severe retaliatory measures, including significant restrictions on foreign companies executing transactions, repatriating profits and proceeds from sales of businesses, challenging regulatory compliance, increasing taxes, implementing new obligatory or voluntary fees and others. Such measures may be applied to the Group, especially given that its parent company is registered in a country that is considered by the Russian Government to be an “unfriendly jurisdiction”.

 

On March 15, 2023, QIWI received a notice from the Nasdaq Listing Qualifications Staff that the Staff had determined to delist the Company’s American Depositary Shares from the Nasdaq Global Select Market. On June 6, 2023, upon hearing an appeal from the Company, the Panel granted its request to continue its listing on Nasdaq, subject in particular to the Company timely implementing a restructuring plan to divest its Russian assets. Upon implementation of the restructuring plan, the Group will focus on further growth of its international business both by developing its existing operations and through M&A activities.

 

Currently, the Board of Directors and management are considering various ways to divest the Russian business from QIWI plc in order to maintain the listing on NASDAQ and protect the interests of all groups of investors. At present, there is still additional work required to carefully and comprehensively evaluate the risks and consequences of potential solutions. Furthermore, the restructuring may require certain approvals from various regulatory bodies in Russia, including the CBR, or other countries. As a result, there is no single option for restructuring which could be considered as highly probable. At the same time, such restructuring may result in substantial losses to be recognized in the consolidated financial statements depending on the limitations imposed by such regulatory bodies, as has been evidenced in practice in a number of recent cases where other foreign companies divested Russian assets.

 

F-30


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

19. Commitments, contingencies and operating risks (continued)

 

Regulatory environment

 

The Group’s business is impacted by laws and regulations that affect its industry, the number of which has increased significantly in recent years. The Group is subject to a variety of regulations, including those aimed at preventing money laundering and the financing of criminal activity and terrorism, financial services regulations, payment services regulations, consumer protection laws, currency control regulations, advertising laws, betting laws and privacy and data protection laws. As a result, the Group experiences periodic investigations by various regulatory authorities in connection with such laws and regulations, which may sometimes result in the imposition of monetary or other sanctions. An example of such investigations was a routine audit by the CBR that resulted in certain restrictions on operations of Qiwi Bank in July 2023 (see Note 22). Further, these laws and regulations vary significantly from country to country. Many of these laws and regulations are constantly evolving, and are often unclear and inconsistent with other applicable laws and regulations, including across various jurisdictions, making compliance challenging and increasing the Group’s related operating costs and legal risks. If local authorities in Russia or other countries choose to enforce specific interpretations of the applicable legislation that differ from the Group’s, it may be found to be in violation and subject to penalties or other liabilities. This could also limit the Group’s ability to provide some of its services going forward and may increase its cost of doing business.

 

For more detailed disclosure on operating and regulatory environment and on other key risks please refer to the most recent annual report on Form 20-F and Financial Statements filed with the Securities and Exchange Commission.

 

Taxation

 

Russian and the CIS countries’ tax, currency and customs legislation is subject to varying interpretations, and changes, which can occur frequently. There can be no assurance that the Russian Tax Code and CIS countries’ (specifically, Kazakhstan) tax legislation will not be changed in the future in a manner adverse to the stability and predictability of the Russian and CIS countries’ tax system. These factors, together with the potential for state budget deficits, raise the risk of the imposition of additional taxes on the Group. The introduction of new taxes or amendments to current taxation rules may have a substantial impact on the overall amount of the Group’s tax liabilities. An example of such new tax is a new “windfall tax” introduced in August 2023 (see Note 22). Recent events within the Russian Federation and Kazakhstan suggest that the tax authorities are taking a more assertive position in their interpretation of the legislation and assessments and as a result, it is possible that transactions and activities that have not been challenged in the past may be challenged. As such, significant additional taxes, penalties and interest may be assessed. Fiscal periods remain open to review by the authorities in respect of taxes for three calendar years preceding the year of review. Under certain circumstances reviews may cover longer periods. There is no assurance that it would not be required to make substantially larger tax payments in the future, which may adversely affect the Group’s business, financial condition and results of operations.

 

For more detailed disclosure on taxation please refer to the most recent annual report on Form 20-F and Financial Statements filed with the Securities and Exchange Commission.

 

F-31


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

19. Commitments, contingencies and operating risks (continued)

 

Risk assessment

 

The Group’s management believes that its interpretation of the relevant legislation is appropriate and is in accordance with the current industry practice and that the Group’s currency, customs, tax and other regulatory positions will be sustained. However, the interpretations of the relevant authorities could differ and the maximum effect of additional losses, if the authorities were successful in enforcing their different interpretations, could be significant, amount up to RUB 1.4 billion as assessed by the Group as of June 30, 2023 (RUB 2.2 billion as of December 31, 2022).

 

Legal proceedings

 

In the ordinary course of business, the Group is subject to legal actions and complaints. Management does not believe that the ultimate liability, if any, arising from such actions or complaints will have a material adverse effect on the financial condition or the results of future operations of the Group.

 

Following the disclosure of the restrictions imposed by the CBR on the Group in December 2020, QIWI plc and certain of its current and former executive officers have been named as defendants in a putative class action filed in the United States. These lawsuits allege that the defendants made certain false or misleading statements that were supposedly revealed after the CBR audit results and restrictions were disclosed in December 2020, which the plaintiffs perceive as a violation of Sections 10(b) and 20(a) of the 1934 Securities Exchange Act, and seek damages and other relief based upon such allegations. Management believes that these lawsuits are without merit and intends to defend against them vigorously, and expects to incur certain costs associated with defending against these actions. As of the date of these interim condensed consolidated financial statements there have been no developments regarding the lawsuits, the ultimate outcomes are uncertain and management cannot reasonably predict the timing or outcomes, or estimate the amount of loss, if any, or their effect, if any, on the Group’s financial position. Any negative outcome could result in payments of substantial monetary damages and accordingly the Group’s business could be seriously harmed.

 

F-32


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

19. Commitments, contingencies and operating risks (continued)

 

Guarantees issued

 

The Group issues financial and performance guarantees to non-related parties for the term of up to five years at market rates.

 

    December 31, 2022     June 30, 2023   
    (Stage 1)     (Stage 1)  
Performance guarantees     81,537       79,950  
Financial guarantees     1,116       783  
Total     82,653       80,733  

 

Financial guarantees are issued to Russian companies that do not have an external credit rating. Performance guarantees are issued to small and medium enterprises within the ROWI segment. Starting January 1, 2023, for the assessment of expected credit losses of the performance guaranties the Group applies the same methodology as for the financial guaranties based on the provisions of IFRS9 “Financial Instruments”. Management does not believe that expected losses from the performance guarantees will exceed the amount of contract liability provided for in these interim condensed consolidated financial statements (see Note 9.2).

 

Credit related commitments

 

The primary purpose of these instruments is to ensure that funds are available to a customer as required. Commitments to extend credit represent unused portions of authorizations to extend credit in the form of loans. With respect to credit risk on commitments to extend credit, the Group is potentially exposed to loss in an amount equal to the total unused commitments, if the unused amounts were to be drawn down.

 

    December 31, 2022     June 30, 2023   
    (Stage 1)     (Stage 1)  
Unused limits on loans to legal entities     1,618       2,636  
Credit loss allowance     (19 )     (60 )

 

F-33


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

20. Balances and transactions with related parties

 

The following table provides the total amount of transactions that have been entered into with related parties during the six months ended June 30, 2023 and 2022, as well as balances with related parties as of June 30, 2023 and December 31, 2022:

 

   

For the six months ended

June 30, 2023

    As of June 30, 2023   
    Sales to/
income from
related parties
   

Purchases/
expenses

from related
parties

    Amounts
owed by
related
parties
    Amounts
owed to
related
parties
 
Associates     11             131       (47 )
Key management personnel           (269 )           (256 )
Other related parties     15       (40 )     77       (30 )

 

    For the six months ended
June 30, 2022
    As of December 31, 2022  
    Sales to/
income from
related parties
   

Purchases/
expenses

from related
parties

    Amounts
owed by
related
parties
    Amounts
owed to
related
parties
 
Associates                       (3 )
Key management personnel           (273 )           (244 )
Other related parties           (6 )     101       (11 )

 

Benefits of key management and Board of Directors for the six months ended June 30, 2023 comprise of short-term benefits of 173 and benefits under long-term incentive programs of 96 (164 and 69, respectively, and share-based payments of 40 - for the six months ended June 30, 2022).

 

F-34


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

21. Financial instruments

 

The Group's principal financial instruments comprise loans receivable, trade and other receivables, customer accounts and amounts due to banks, trade and other payables, cash and cash equivalents, long- and short-term debt instruments and reserves at CBR. The Group has various financial assets and liabilities which arise directly from its operations. During the reporting period, the Group did not undertake trading in financial instruments.

 

The fair value of the Group's financial instruments as of June 30, 2023 and December 31, 2022 is presented by type of the financial instrument in the table below:

 

          As of December 31, 2022     As of June 30, 2023  
          Carrying
amount
    Fair
value
    Carrying
amount
    Fair
value
 
Financial assets                                        
Debt securities     AC       4,155       4,131       5,101       5,004  
Debt securities     FVOCI       12,820       12,820       28,699       28,699  
Long-term loans     AC       822       822       623       623  
Long-term loans     FVPL       21       21              
Option received from ADAH     FVPL       470       470       158       158  
                                         
Financial liabilities                                        
Bonds issued     AC       3,922       3,887       3,745       3,739  

 

Financial instruments used by the Group are included in one of the following categories:

 

AC – accounted at amortized cost;

 

FVOCI – accounted at fair value through other comprehensive income;

 

FVPL – accounted at fair value through profit or loss.

 

Carrying amounts of cash and cash equivalents, short-term loans issued, short-term deposits placed, debt, accounts receivable and payable, reserves at CBR, lease liabilities, customer accounts and amounts due to banks approximate their fair values largely due to short-term maturities of these instruments.

 

Debt securities of the Group mostly consist of RUB nominated government and high-quality corporate bonds with interest rate 0.0% - 12.33% and maturity up to January 2037.

 

Long-term loans generally represent RUB-denominated loans to Russian legal entities and have a maturity up to three years. For the purpose of fair value measurement of these loans the Group uses comparable market interest rates which range between 9 and 38%.

 

F-35


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

21. Financial instruments (continued)

 

The following table provides the fair value measurement hierarchy of the Group’s financial instruments to be accounted for or disclosed at fair value:

 

                Fair value measurement using  
                Quoted prices
in active
markets
    Significant
observable
inputs
    Significant
unobservable
inputs
 
    Date of valuation     Total     (Level 1)     (Level 2)     (Level 3)  
Assets accounted at fair value through profit or loss                                        
Long-term loans     June 30, 2023                          
Option received from ADAH     June 30, 2023       158                   158  
Assets accounted at fair value through other comprehensive income                                        
Debt securities     June 30, 2023       28,699       28,699              
Assets for which fair values are disclosed                                        
Debt securities     June 30, 2023       5,004       5,004              
Long-term loans     June 30, 2023       623                   623  
Liabilities for which fair values are disclosed                                        
Bonds issued     June 30, 2023       3,739       3,739              
Assets accounted at fair value through profit or loss                                        
Long-term loans     December 31, 2022       21                   21  
Option received from ADAH     December 31, 2022       470                   470  
Assets accounted at fair value through other comprehensive income                                        
Debt securities     December 31, 2022       12,820       12,820              
Assets for which fair values are disclosed                                        
Debt instruments     December 31, 2022       4,131       4,131              
Long-term loans     December 31, 2022       822                   822  
Liabilities for which fair values are disclosed                                        
Bonds issued     December 31, 2022       3,887       3,887              

 

There were no transfers between Level 1 and Level 2 fair value measurements and no transfers into or out of Level 3 fair value measurements during the six months ended June 30, 2023.

 

The Group uses the following IFRS hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

 

- Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities;

- Level 2: Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly;

- Level 3: Techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

 

F-36


 

QIWI plc

 

Notes to interim condensed consolidated financial statements (Unaudited) (continued)

 

(in millions of rubles, except when otherwise indicated)

 

21. Financial instruments (continued)

 

Valuation methods and assumptions

 

The fair value of the financial assets and liabilities are evaluated at the amount the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

 

Long-term fixed-rate loans issued are evaluated by the Group based on parameters such as interest rates, terms of maturity, specific country and industry risk factors and individual creditworthiness of the customer. With regard to the level 3 assessment of fair value of loans issued, management believes that no reasonably possible change in any of the unobservable inputs would be sensitive for the fair value of these assets.

 

22. Events after the reporting date

 

CBR inspection

 

At the end of July, 2023, during a routine audit of Qiwi Bank, the CBR issued an order to introduce temporary and partial limitations for individuals to withdraw funds from QIWI wallets to bank accounts or make cash withdrawals. As of the date of this condensed consolidated financial statements, Qiwi Bank has already fixed the identified deficiencies and provided the respective evidence to the regulator. Management is currently working closely with the CBR to lift these limitations fully or at least partially. The Group remains financially stable and profitable despite the imposed restrictions. Qiwi Bank has substantial liquidity reserves and maintains the required capital adequacy ratios.

 

Taxation

 

In August, 2023, Federal Law 414-FZ was issued in Russia with the effective date of January 1, 2024. It introduces a one-off special tax (windfall tax) which Russian Group subsidiaries are subject to. Although certain terms and aspects of the windfall tax law are unclear and subject to interpretation, it is expected that in case companies will transfer the windfall tax in the form of a voluntary "security payment" to the Russian federal budget in the fourth quarter of 2023 they may reduce the effective rate by up to 50%. The Group expects to utilize the “early payment” option and expects to settle its windfall tax obligation in the fourth quarter 2023 by making a payment of up to RUB 0,5 billion.

 

In August, 2023, the Russian Federation suspended certain articles of its double taxation treaties with a number of countries, including Cyprus. Consequently, the withholding tax rate in respect of dividends paid to Cyprus is 15% and in respect of interest and royalties, 20%.

 

F-37

 

EX-99.3 4 tm2323538d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

Acknowledgement Letter of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of QIWI plc

Nicosia, Cyprus

 

With respect to the registration statements (No. 333-190918 and No. 333-212441) on Form S-8, we acknowledge our awareness of the use therein of our report dated August 16, 2023 related to our review of the unaudited interim condensed consolidated financial information of QIWI plc that is included in its Form 6-K dated August 16, 2023.

 

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

 

/s/ JSC “Kept”

Moscow, Russia

August 16, 2023