Magean Holding PLC

Annual / Quarterly Financial Statement • Apr 26, 2024

REPORT AND FINANCIAL STATEMENTS Year ended 31 December 2023

REPORT AND FINANCIAL STATEMENTS Year ended 31 December 2023

CONTENTS	PAGE

Board of Directors and other officers	1
Management Report	2 - 3
Independent auditor's report	4 - 6
Statement of profit or loss and other comprehensive income	7
Statement of financial position	8
Statement of changes in equity	9
Statement of cash flows	10
Notes to the financial statements	11 - 27

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:	Georgios Mavromaras Panagiotis Tsaggaris Christos Filotheou
Company Secretary:	Panagiotis Tsaggaris
Independent Auditors:	Meritorius Audit Ltd Certified Public Accountants and Registered Auditors 3A Theodorou Potamianou 4155 Kato Polemidia
Registered office:	2 Riga Fereou Limassol Center, Block B, Office 401 3095, Limassol, Cyprus
Bankers:	Bank of Cyprus Public Company Ltd Alpha Bank -Greece UBS Switzerland AG
Registration number:	ΗΕ185775

MANAGEMENT REPORT

The Board of Directors presents its report and audited financial statements of the Company for the year ended 31 December 2023.

Principal activities and nature of operations of the Company

The principal activities of the Company, which are unchanged from last year, is that of acing as investment holding Company and provision of consulting services through its branch in Greece.

Changes in group structure

During the year there were no changes in the Group structure of the Company. The Company does not intend to proceed with any acquisitions or mergers.

Review of current position, and performance of the Company's business

The Company's development to date, financial results and position as presented in the financial statements are considered satisfactory.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Company are disclosed in notes 6 and 7 of the financial statements.

Future developments of the Company

The Board of Directors does not expect any significant changes or developments in the operations, financial position and performance of the Company in the foreseeable future

Existence of branches

The Company has operations in Greece and operates through a branch with the name ''Magean Holding PLC branch of Greece'' with a registartion number in Greece 158500401001.

Use of financial instruments by the Company

The Company is exposed to market price risk and credit risk from the financial instruments it holds.

Market price risk

Market price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices. The Company's financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss are susceptible to market price risk arising from uncertainties about future prices of the investments. The Company's market price risk is managed through diversification of the investment portfolio.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash and cash equivalents.

Credit risk is managed on a group basis. For banks and financial institutions, the Company has established policies whereby the majority of bank balances are held with independently rated parties with a minimum rating of ['C'].

Dividends

The Board of Directors does not recommend the payment of a dividend and the net profit for the year is retained.

Share capital

There were no changes in the share capital of the Company during the year under review.

Board of Directors

The members of the Company's Board of Directors as at 31 December 2023 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31 December 2023.

In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office.

There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.

MANAGEMENT REPORT

Independent Auditors

The Independent Auditors, Meritorius Audit Ltd, have expressed their willingness to continue in office and a resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.

By order of the Board of Directors,

Georgios Mavromaras Director

Limassol, 25 April 2024

Independent Auditor's Report

To the Members of Magean Holding PLC

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of parent company Magean Holding PLC (the ''Company''), which are presented in pages 7 to 27 and comprise the statement of financial position as at 31 December 2023, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of parent company Magean Holding PLC as at 31 December 2023, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the ''Auditor's Responsibilities for the Audit of the Financial Statements'' section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the Management Report, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the Financial Statements

The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

4

Independent Auditor's Report (continued)

To the Members of Magean Holding PLC

Responsibilities of the Board of Directors for the Financial Statements (continued)

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on Other Legal Requirements

Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:

• In our opinion, the Management Report has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap 113, and the information given is consistent with the financial statements.
• In our opinion, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Management Report.

Independent Auditor's Report (continued)

To the Members of Magean Holding PLC

Other Matter

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

We have reported separately on the consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2023.

Despoina Demetriou Certified Public Accountant and Registered Auditor for and on behalf of Meritorius Audit Ltd Certified Public Accountants and Registered Auditors

Limassol, 25 April 2024

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Year ended 31 December 2023

		2023	2022
	Note	€	€
Revenue	8	242,886	231,750
Dividend income		14,826	23,150
Interest income		21,084	27,858
Net fair value gains/(losses) on financial assets at fair value through profit or
loss	18	128,365	(357,273)
Other operating income	9	311,616	472,451
Selling expenses	10	(104,328)	-
Administration expenses	11	(359,790)	(330,231)
Operating profit		254,659	67,705
Net finance costs	13	(15,260)	(29,227)
Profit before tax		239,399	38,478
Tax	14	(11,180)	(7,828)
Net profit for the year		228,219	30,650
Other comprehensive income		-	-
Total comprehensive income for the year		228,219	30,650

STATEMENT OF FINANCIAL POSITION

As at 31 December 2023

		2023	2022
	Note	€	€
ASSETS
Non-current assets
Property, plant and equipment	15	524,197	59,023
Investments in subsidiaries	16	504,576	504,576
		1,028,773	563,599
Current assets
Trade and other receivables	17	14,505	25,979
Financial assets at fair value through profit or loss	18	1,910,077	2,168,734
Refundable taxes Cash at bank and in hand	22 19	- 31,368	6,811 186,908
		1,955,950	2,388,432
Total assets		2,984,723	2,952,031
EQUITY AND LIABILITIES
Equity
Share capital	20	1,019,155	1,019,155
Retained earnings		1,834,582	1,606,363
Total equity		2,853,737	2,625,518
Current liabilities
Trade and other payables	21	108,387	322,332
Bank overdrafts	19	11,093	4,181
Current tax liabilities	22	11,506	-
		130,986	326,513
Total equity and liabilities		2,984,723	2,952,031

On 25 April 2024 the Board of Directors of Magean Holding PLC authorised these financial statements for issue.

Georgios Mavromaras Panagiotis Tsaggaris Director Director

.................................... ....................................

STATEMENT OF CHANGES IN EQUITY

Year ended 31 December 2023

	Share capital €	Retained earnings €	Total €
Balance at 1 January 2022	1,019,155	1,575,713	2,594,868
Comprehensive income Net profit for the year	-	30,650	30,650
Balance at 31 December 2022/ 1 January 2023	1,019,155	1,606,363	2,625,518
Comprehensive income Net profit for the year	-	228,219	228,219
Balance at 31 December 2023	1,019,155	1,834,582	2,853,737

Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable since 2014) when the entitled ultimate shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.

STATEMENT OF CASH FLOWS Year ended 31 December 2023

Note € € CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax 239,399 38,478 Adjustments for: Depreciation of property, plant and equipment 15 22,160 15,016 Unrealised exchange profit (5) (5,096) Profit from the sale of investments in subsidiaries (311,041) - Fair value (gains)/losses on financial assets at fair value through profit or loss (128,365) 357,273 Dividend income (14,826) (23,150) Interest income (21,084) (27,858) Interest expense 13 65 - (213,697) 354,663 Changes in working capital: Decrease in trade and other receivables 11,474 8,354 Decrease in financial assets at fair value through profit or loss 387,022 381,191 Decrease in other financial liabilities - (33,743) Decrease in trade and other payables (213,945) (677,373) Cash (used in)/generated from operations (29,146) 33,092 Interest received 21,084 27,858 Dividends received 14,826 23,150 Tax refunded/(paid) 7,137 (42,744) Net cash generated from operating activities 13,901 41,356 CASH FLOWS FROM INVESTING ACTIVITIES Payment for purchase of property, plant and equipment 15 (487,329) (5,039) Proceeds from sale of investments in subsidiary undertakings 311,041 - Net cash used in investing activities (176,288) (5,039) CASH FLOWS FROM FINANCING ACTIVITIES Interest paid (65) - Net cash used in financing activities (65) - Net (decrease)/increase in cash and cash equivalents (162,452) 36,317 Cash and cash equivalents at beginning of the year 182,727 141,313 Effect of exchange rate fluctuations on cash held - 5,097 Cash and cash equivalents at end of the year 20,275 182,727 19		2023	2022

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

1. Incorporation and principal activities

Country of incorporation

The Company Magean Holding PLC (the ''Company'') was incorporated in Cyprus on 18 October 2006 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at 2 Riga Fereou, Limassol Center, Block B, Office 401, 3095, Limassol, Cyprus.

The Company has operations in Greece and operates through a branch with the name ''Magean Holding PLC branch of Greece'' with a registartion number in Greece 158500401001.

Principal activities

The principal activities of the Company, which are unchanged from last year, is that of acing as investment holding Company and provision of consulting services through its branch in Greece.

2. Basis of preparation

The Company has prepared these parent's separate financial statements for compliance with the requirements of the Cyprus Income Tax Law.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. The financial statements have been prepared under the historical cost convention as modified by the revaluation of, and financial assets and financial liabilities at fair value through profit or loss.

The Company has also prepared consolidated financial statements in accordance with IFRSs for the Company and its subsidiaries (the ''Group''). The consolidated financial statements can be obtained from 2 Riga Fereou, Limassol Center, Block B, Office 401, 3095, Limassol, Cyprus.

Users of these parent's separate financial statements should read them together with the Group's consolidated financial statements as at and for the year ended 31 December 2023 in order to obtain a proper understanding of the financial position, the financial performance and the cash flows of the Company and the Group.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

3. Adoption of new or revised standards and interpretations

During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2023. This adoption did not have a material effect on the accounting policies of the Company.

4. Significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

4. Significant accounting policies (continued)

Subsidiary companies

Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified.

Revenue

Rendering of services

Rendering of services - over time:

Revenue from rendering of services is recognised over time while the Company satisfies its performance obligation by transferring control over the promised service to the customer in the accounting period in which the services are rendered.

For fixed price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

The input method is used to measure progress toward completion of the performance obligation as it provides a faithful depiction of the transfer of the control of the services to the customer.

Rendering of services - at a point in time:

The Company concluded that it transfers control over its services at a point in time, upon receipt by the customer of the service, because this is when the customer benefits from the relevant service.

Income from investments in securities

Dividend from investments in securities is recognised when the right to receive payment is established. Withheld taxes are transferred to profit or loss. Interest from investments in securities is recognised on an accruals basis.

Profits or losses from the sale of investments in securities represent the difference between the net proceeds and the carrying amount of the investments sold and is transferred to profit or loss.

The difference between the fair value of investments at fair value through profit or loss as at 31 December 2023 and the mid cost price represents unrealised gains and losses and is included in profit or loss in the period in which it arises. Unrealised gains and losses arising from changes in the fair value of financial assets at fair value through other comprehensive income are recognised in other comprehensive income and then included in the fair value reserve in equity. When financial assets at fair value through other comprehensive income are sold or impaired, the accumulated fair value adjustments are transferred to retained earnings.

Employee benefits

The Company and its employees contribute to the Government Social Insurance Fund based on employees' salaries. The Company's contributions are expensed as incurred and are included in staff costs. The Company has no legal or constructive obligations to pay further contributions if the scheme does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods.

Finance income

Interest income is recognised on a time-proportion basis using the effective method.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

4. Significant accounting policies (continued)

Finance costs

Interest expense and other borrowing costs are charged to profit or loss as incurred.

Tax

Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.

Dividends

Dividend distribution to the Company's shareholders is recognised in the Company's financial statements in the year in which they are approved by the Company's shareholders.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated on the straight-line method so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates used are as follows:

	%
Motor vehicles	20
Furniture, fixtures and office equipment	20

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.

Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Company. Major renovations are depreciated over the remaining useful life of the related asset.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

4. Significant accounting policies (continued)

Financial assets

Financial assets - Classification

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through OCI or through profit or loss), and
• those to be measured at amortised cost.

The classification and subsequent measurement of debt financial assets depends on: (i) the Company's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Company may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

For investments in equity instruments that are not held for trading, the classification will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). This election is made on an investment-by-investment basis.

All other financial assets are classified as measured at FVTPL.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

Financial assets - Recognition and derecognition

All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (''regular way'' purchases and sales) are recorded at trade date, which is the date when the Company commits to deliver a financial instrument. All other purchases and sales are recognised when the entity becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Financial assets - Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

4. Significant accounting policies (continued)

Financial assets (continued)

Financial assets - Measurement (continued)

Debt instruments

Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:

Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in 'other income'. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss and other comprehensive income. Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, bank deposits with original maturity over 3 months, trade receivables and financial assets at amortised cost.

FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in ''other income''. Foreign exchange gains and losses are presented in ''other gains/(losses)'' and impairment expenses are presented as separate line item in the statement of profit or loss and other comprehensive income.

FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within ''other gains/(losses)'' in the period in which it arises.

Equity instruments

The Company subsequently measures all equity investments at fair value. Where the Company's Management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. The Company's policy is to designate equity investments as FVOCI when those investments are held for strategic purposes other than solely to generate investment returns. Dividends from such investments continue to be recognised in profit or loss as other income when the Company's right to receive payments is established.

Changes in the fair value of financial assets at FVTPL are recognised in ''other gains/(losses)'' in the statement of profit or loss and other comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVTPL are not reported separately from other changes in fair value.

Financial assets - impairment - credit loss allowance for ECL

The Company assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at amortised cost and FVOCI and exposure arising from loan commitments and financial guarantee contracts. The Company measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (ii) time value of money and (iii) all reasonable and supportable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

4. Significant accounting policies (continued)

Financial assets (continued)

Financial assets - impairment - credit loss allowance for ECL (continued)

The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of profit or loss and other comprehensive income within ''net impairment losses on financial and contract assets. Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item.

Debt instruments carried at amortised cost are presented in the statement of financial position net of the allowance for ECL. For loan commitments and financial guarantee contracts, a separate provision for ECL is recognised as a liability in the statement of financial position.

For debt instruments at FVOCI, an allowance for ECL is recognised in profit or loss and it affects fair value gains or losses recognised in OCI rather than the carrying amount of those instruments.

The impairment methodology applied by the Company for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:

For trade receivables and contract assets, including trade receivables and contract assets with a significant financing component, and lease receivables the Company applies the simplified approach permitted by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the financial assets.

For all other financial instruments that are subject to impairment under IFRS 9, the Company applies general approach - three stage model for impairment. The Company applies a three stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1.

Financial assets -Reclassification

Financial instruments are reclassified only when the business model for managing those assets changes. The reclassification has a prospective effect and takes place from the start of the first reporting period following the change.

Financial assets - write-off

Financial assets are written-off, in whole or in part, when the Company exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Company may write-off financial assets that are still subject to enforcement activity when the Company seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.

Financial assets - modification

The Company sometimes renegotiates or otherwise modifies the contractual terms of the financial assets. The Company assesses whether the modification of contractual cash flows is substantial considering, among other, the following factors: any new contractual terms that substantially affect the risk profile of the asset (e.g. profit share or equity-based return), significant change in interest rate, change in the currency denomination, new collateral or credit enhancement that significantly affects the credit risk associated with the asset or a significant extension of a loan when the borrower is not in financial difficulties.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

4. Significant accounting policies (continued)

Financial assets (continued)

Financial assets - modification (continued)

If the modified terms are substantially different, the rights to cash flows from the original asset expire and the Company derecognises the original financial asset and recognises a new asset at its fair value. The date of renegotiation is considered to be the date of initial recognition for subsequent impairment calculation purposes, including determining whether a SICR has occurred. The Company also assesses whether the new loan or debt instrument meets the SPPI criterion. Any difference between the carrying amount of the original asset derecognised and fair value of the new substantially modified asset is recognised in profit or loss, unless the substance of the difference is attributed to a capital transaction with owners.

In a situation where the renegotiation was driven by financial difficulties of the counterparty and inability to make the originally agreed payments, the Company compares the original and revised expected cash flows to assets whether the risks and rewards of the asset are substantially different as a result of the contractual modification. If the risks and rewards do not change, the modified asset is not substantially different from the original asset and the modification does not result in derecognition. The Company recalculates the gross carrying amount by discounting the modified contractual cash flows by the original effective interest rate, and recognises a modification gain or loss in profit or loss.

Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand, deposits held at call with banks and bank overdrafts. In the statement of financial position, bank overdrafts are included in current liabilities. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.

Classification as trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, in which case they are recognised at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.

Trade receivables are also subject to the impairment requirements of IFRS 9. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. See note 6, Credit risk section.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 180 days past due.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

4. Significant accounting policies (continued)

Financial assets (continued)

Financial liabilities - measurement categories

Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.

Share capital

Ordinary shares are classified as equity.

5. New accounting pronouncements

At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.

6. Financial risk management

Financial risk factors

The Company is exposed to market price risk, credit risk, liquidity risk, currency risk, operational risk, reputation risk, capital risk management and other risks arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:

6.1 Market price risk

Market price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices. The Company's financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss are susceptible to market price risk arising from uncertainties about future prices of the investments. The Company's market price risk is managed through diversification of the investment portfolio.

6.2 Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash and cash equivalents.

(i) Impairment of financial assets

The Company has the following types of financial assets that are subject to the expected credit loss model:

cash and cash equivalents

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

6. Financial risk management (continued)

6.2 Credit risk (continued)

(i) Impairment of financial assets (continued)

The Company's exposure to credit risk for each class of (asset/instrument) subject to the expected credit loss model is set out below:

Cash and cash equivalents

The Company assesses, on a group basis, its exposure to credit risk arising from cash at bank. This assessment takes into account, ratings from external credit rating institutions and internal ratings, if external are not available.

Bank deposits held with banks with investment grade rating are considered as low credit risk.

The ECL on current accounts is considered to be approximate to 0, unless the bank is subject to capital controls. The ECL on deposits accounts is calculated by considering published PDs for the rating as per Moody's and an LGD of 40- 60% as published by ECB.

There were no significant cash at bank balances written off during the year that are subject to enforcement activity.

6.3 Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.

The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.

31 December 2023	Carrying	Contractual	Εντός 12	Μεταξύ 1 και	More than
	amounts €	cash flows €	μηνών €	5 ετών €	5 years €
Bank overdrafts	11,093	11,093	11,093	-	-
Trade and other payables	53,490	53,490	53,490	-	-
Payables to related parties	54,889	54,889	54,889	-	-
	119,472	119,472	119,472	-	-
31 December 2022	Carrying	Contractual	Εντός 12	Μεταξύ 1 και	More than
	amounts	cash flows	μηνών	5 ετών	5 years
	€	€	€	€	€
Bank overdrafts	4,181	4,181	4,181	-	-
Trade and other payables	19,256	19,256	19,256	-	-
Payables to related parties	303,076	303,076	303,076	-	-
	326,513	326,513	326,513	-	-

6.4 Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's measurement currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar. The Company's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2023

6. Financial risk management (continued)

6.5 Operational risk

Operational risk is the risk that derives from the deficiencies relating to the Company's information technology and control systems as well as the risk of human error and natural disasters. The Company's systems are evaluated, maintained and upgraded continuously.

6.6 Reputation risk

The risk of loss of reputation arising from the negative publicity relating to The Company's operations (whether true or false) may result in a reduction of its clientele, reduction in revenue and legal cases against the Company. The Company applies procedures to minimize this risk.

6.7 Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Company's overall strategy remains unchanged from last year.

6.8 Other risks

The general economic environment prevailing in Cyprus and internationally may affect the Company's operations to a great extent. Economic conditions such as inflation, unemployment, and development of the gross domestic product are directly linked to the economic course of every country and any variation in these and the economic environment in general may create chain reactions in all areas hence affecting the Company.

7. Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Calculation of loss allowance

When measuring expected credit losses the Company uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.

Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

7. Critical accounting estimates and judgments (continued)

Impairment of investments in subsidiaries

The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future discounted cash flows associated with these subsidiaries would be compared to their carrying amounts to determine if a write-down to fair value is necessary.

Useful live of depreciable assets

The Board of Directors assesses the useful lives of depreciable assets at each reporting date, and revises them if necessary so that the useful lives represent the expected utility of the assets to the Company. Actual results, however, may vary due to technological obsolescence, mis-usage and other factors that are not easily predictable.

8. Revenue

	2023	2022
	€	€
Rendering of services	242,886	231,750
	242,886	231,750
9. Other operating income
	2023	2022
	€	€
Profit from payable written off	-	456,465
Additional profit from sale of investments in subsidiaries occured during 2020	311,041	-
Sundry operating income	575	15,986
	311,616	472,451

Additional profit from sale of investments in subsidiaries occurred during 2020 represent the variable part of the agreement for the sale of 50% of the investment in subsidiary dated 24/12/2020 which was finalized during the year.

10. Selling expenses

	2023	2022
Events and marketing expenses	€	€
	104,328	-
	104,328	-

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

11. Administration expenses

	2023	2022
	€	€
Staff costs	27,576	42,493
Insurance	14,189	9,054
Repairs and maintenance	5,985	6,991
Subscriptions and contributions	6,772	2,004
Auditors' remuneration - current year	5,500	5,500
Auditors' remuneration - prior years	-	3,075
Accounting fees	2,400	2,400
Other professional fees	50,407	20,427
Travelling and accomodation expenses	30,645	56,345
Irrecoverable VAT	37,618	15,566
Branch salaries	52,958	69,113
Bad debts	13,617	-
Leasing of car and transporation expenses-branch	31,075	4,559
Depreciation	22,160	15,016
Sundry expenses	58,888	77,688
	359,790	330,231

12. Staff costs

	2023	2022
	€	€
Salaries	12,000	12,000
Directors remuneration	12,000	12,000
Social security costs	3,576	17,893
Branch salaries	52,958	69,113
Director fees	-	600
	80,534	111,606
Average number of employees (including Directors in their executive capacity)	6	6
13. Finance income/(costs)
	2023	2022
	€	€

Exchange profit	5	5,096
Finance income	5	5,096
Net foreign exchange losses Interest expense Sundry finance expenses	- (65) (15,200)	(4,733) - (29,590)
Finance costs	(15,265)	(34,323)
Net finance costs	(15,260)	(29,227)

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

14. Tax

	2023	2022
	€	€
Corporation tax	1,349	-
Overseas tax	9,831	7,828
Charge for the year	11,180	7,828

The tax on the Company's profit before tax differs from theoretical amount that would arise using the applicable tax rates as follows:

	2023	2022
	€	€
Profit before tax	239,399	38,478
Tax calculated at the applicable tax rates	29,925	4,810
Tax effect of expenses not deductible for tax purposes	28,514	-
Tax effect of allowances and income not subject to tax	(57,100)	(4,810)
Tax effect of tax losses brought forward	(113)	-
10% additional charge	123	-
Overseas tax in excess of credit claim used during the year	9,831	7,828
Tax charge	11,180	7,828

The corporation tax rate in Cyprus is 12,5%.

The corporation tax rate in Greece is 22%.

Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.

Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc) are exempt from Cyprus income tax.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2023

15. Property, plant and equipment

			Property under construction	Motor vehicles	Furniture, fixtures and office equipment	Total
Cost			€	€	€	€
Balance at 1 January 2022 Additions			- -	66,500 -	17,775 5,039	84,275 5,039
Balance at 31 December 2022/ 1 January 2023			-	66,500	22,814	89,314
Additions			429,660	49,337	2,840	481,837
Balance at 31 December 2023			429,660	115,837	25,654	571,151
Depreciation Balance at 1 January 2022			-	2,660	12,615	15,275
Charge for the year			-	10,640	4,376	15,016
Balance at 31 December 2022/ 1 January 2023			-	13,300	16,991	30,291
Charge for the year Reclassification			- -	17,876 -	4,284 (5,497)	22,160 (5,497)
Balance at 31 December 2023			-	31,176	15,778	46,954
Net book amount
Balance at 31 December 2023			429,660	84,661	9,876	524,197
Balance at 31 December 2022			-	53,200	5,823	59,023
16. Investments in subsidiaries
					2023	2022
Balance at 1 January					€ 504,576	€ 504,576
Balance at 31 December					504,576	504,576
The details of the subsidiaries are as follows:
Name	Country of	Principal activities	Holding		2023	2022
Bakehellas A.B.E.E	incorporation Greece	Production of		% 50	€ 504,576	€ 504,576
		bakery and confectionery products
					504,576	504,576

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

17. Trade and other receivables

	2023	2022
	€	€
Trade receivables	-	586
Deposits and prepayments	11,345	17,472
Other receivables	-	7,921
Refundable VAT	3,160	-
	14,505	25,979

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

The exposure of the Company to credit risk and impairment losses in relation to trade and other receivables is reported in note 6 of the financial statements.

18. Financial assets at fair value through profit or loss

	2023	2022
	€	€
Balance at 1 January	2,168,734	2,907,198
Additions	228,433	1,205,547
Disposals	(615,455)	(1,586,738)
Change in fair value	128,365	(357,273)
Balance at 31 December	1,910,077	2,168,734

The financial assets at fair value through profit or loss are marketable securities and are valued at market value at the close of business on 31 December by reference to Stock Exchange quoted bid prices. Financial assets at fair value through profit or loss are classified as current assets because they are expected to be realised within twelve months from the reporting date.

In the statement of cash flows, financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital. In the statement of profit or loss and other comprehensive income, changes in fair values of financial assets at fair value through profit or loss are recorded in operating income.

19. Cash at bank and in hand

	2023	2022
	€	€
Cash at bank and in hand	31,368	186,908
	31,368	186,908

For the purposes of the statement of cash flows, the cash and cash equivalents include the following:

	2023	2022
	€	€
Cash at bank and in hand	31,368	186,908
Bank overdrafts	(11,093)	(4,181)
	20,275	182,727

The exposure of the Company to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 6 of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2023

20. Share capital

	2023 Number of shares	2023 €	2022 Number of shares	2022 €
Authorised Ordinary shares of €1.15 each	886,222	1,019,155	886,222	1,019,155
Issued and fully paid Balance at 1 January	886,222	1,019,155	886,222	1,019,155
Balance at 31 December	886,222	1,019,155	886,222	1,019,155

21. Trade and other payables

	2023	2022
	€	€
Trade payables	32,431	-
VAT	-	4,335
Shareholders' current accounts - credit balances (Note 23.2)	54,889	303,076
Accruals	10,721	13,578
Other creditors	10,346	1,343
	108,387	322,332

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

22. Current tax liabilities/(current tax assets)

	2023	2022
	€	€
Corporation tax	11,171	(3,761)
Special contribution for defence	335	335
Overseas tax	-	(3,385)
	11,506	(6,811)

23. Related party transactions

The following transactions were carried out with related parties:

23.1 Directors' remuneration

The remuneration of Directors and other members of key management was as follows:

	2023	2022
	€	€
Directors' fees	-	600
Directors' remuneration	12,000	12,000
	12,000	12,600

NOTES TO THE FINANCIAL STATEMENTS Year ended 31 December 2023

23. Related party transactions (continued)

23.2 Shareholders' current accounts - credit balances (Note 21)

	2023	2022
	€	€
Shareholders' current accounts - credit balances	54,889	303,076

The directors'/shareholders' current accounts are interest free, and have no specified repayment date.

24. Contingent liabilities

The Company had no contingent liabilities as at 31 December 2023.

25. Commitments

The Company had no capital or other commitments as at 31 December 2023.

26. Events after the reporting period

On 27th of March 2024 , the Company sold the investment property which was bought during the year for a total consideration of €460,000.

There were no other material events after the reporting period, which have a bearing on the understanding of the financial statements.

Independent auditor's report on pages 4 to 6