The Mall of Engomi (ME) Plc

Quarterly Report • Sep 27, 2024

UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS For the six months ended 30 June 2024

CONTENTS

PAGE

Board of Directors and other officers	-
Management Report	2 - 4
Declaration of the members of the Board of Directors and the Company officials responsible for the preparation of the financial statements	5
Condensed interim statement of comprehensive income	6
Condensed interim statement of financial position	7
Condensed interim statement of changes in equity	8
Condensed interim statement of cash flows	g
Notes to the condensed interim financial statements	10 - 26

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:	Martin Olivier John George Mavrokordatos Siphamandla Joseph Mbonane (appointed on 4 June 2024) Kypros Hadjistyllis (appointed on 10 September 2024)
Company Secretary:	Montrago Services Limited
Independent Auditors:	Deloitte Limited Certified Public Accountants and Registered Auditors 24 Spyrou Kypnanou Avenue 1075 Nicosia Cyprus
Legal Advisers:	Elias Neocleous & Co LLC A.G. Paphitis & Co LLC
Registered office:	3 Verginas Street The Mall of Cyprus Strovolos 2025, Nicosia Cyprus
Bankers:	Bank of Cyprus Public Company Ltd Eurobank Cyprus Ltd
Registration number:	HE 75033

MANAGEMENT REPORT

The Board of Directors of The Mall of Engomi (ME) Plc (the "Company" or the "Mall") presents to the members its Management Report and unaudited condensed interim financial statements of the Company for the 6 months ended 30 June 2024

Principal activities and nature of operations of the Company

The principal activity of the Company, which is unchanged from last year, is the leasing/granting of rights of use of space of its property, the shopping Mall "The Mall of Engomi", for retail/commercial purposes.

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

The Company's revenue for the 6 months ended 30 June 2024 was €1.921.790 compared to €1.947.604 for the corresponding period ended 30 June 2023. The operating profit of the period ended 30 June 2024 was €1.013.126 (period ended 30 June 2023: €415.903).

The profit after tax of the Company for the period ended 30 June 2024 amounted to €170.496 (30 June 2023: Ioss of €317.268).

At 30 June 2024 the total assets of the Company were E58.107.092 (31 December 2023: €42.843.307) and its net assets were €21.035.976 (31 December 2023: €21.051.710). The financial position, development and performance of the Company as presented in these financial statements are considered satisfactory.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Company are disclosed in note 1 of the condensed financial statements.

Future developments of the Company

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

Existence of branches

The Company does not maintain any branches.

Use of financial instruments by the Company

The Company is primarily exposed to interest rate risk, liquidity risk and capital risk.

Risk management is carried out by management and approved by the Board of Directors. Management identifies, evaluates and hedges financial risks in close cooperation with the Company's operating units. The Board provides written principles and / or oral for overall risk management, as well as written and /or oral policies covering spectific areas, such as interest rate risk, credit risk, and investment of excess liquidity.

Interest rate risk

The Company's interest rate risk mainly anses from long-term bans payable to group companies as well as from loans receivable due from related entities. Borrowings issued to, and loans granted by the Company at variable rates expose it to cash flow interest rate risk. Borrowings at fixed rates expose the Company to fair value interest rate risk. All borrowings as at 30 June 2024 are at variable rates.

As at 30 June 2024, the Company's liabilities which bore variable interest rates amounted to €19.770.034. The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly. The Company does not apply hedge accounting for cash flow interest rate risk.

Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, contractual cash flows of debt instruments carried at amortised cost, as well as credit exposures to tenants, including outstanding receivables and committed transactions. Credit risk also anses from intragroup guarantee arrangements that the Company participates in.

Management assesses the credit quality of the lessees, taking into account its financial position, past experience and other factors. Individual credit limits and credit terms are set based on the credit quality of the lessee in accordance with limits set by the Board. The utilisation of credit limits is regularly monitored.

As at 30 June 2024 the Company's credit risk arises from trade receivables amounting to €192.642 (net, after cumulative expected credit losses of €248.975) and bank balances amounting to €679.733.

MANAGEMENT REPORT

Liquidity risk

Management monitors the current liquidity position of the Company based on expected cash flows and expected revenue receipts. On a long-term basis, liquidity risk is defined based on the expected future cash flows at the time of entering into new credit facilities or loans and based on budgeted forecasts. Management believes that it is successful in managing the Company's liquidity risk.

Capital risk management

The Company's objectives in managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings minus cash equivalents. Total capital is calculated as "equity" as shown in the statement of financial position plus net debt. As at 30 June 2024 the Company's net debt amounted to €19.090.301 (31 December 2023: €19.642.393) and total equity of €21.035.976 (31 December 2023: €21.051.709) leading to a gearing ratio of 47,58% (31 December 2023: 48,27%).

Results

The Company's results for the period are set out on page 6.

Dividends

The Board of Directors does not recommend the payment of a dividend.

Share capital

Refer to Note 17 for an overview of the changes in the share capital during the period under review.

Operating Environment of the Company and going concern considerations

A level of uncertainty exists from challenges such as inflationary pressures stemming from geopolitical tensions like the Russia-Ukraine conflict, which might impact the future of the Cyprus economy. Consequently, making reliable predictions about the ultimate outcomes is challenging, and there exists a possibility of variance between Management's present expectations and the actual results. As discussed in Note 1, the directors are of the view that the Company's going concern status and outlook is not compromised.

Board of Directors

The members of the Company's Board of Directors as at 30 June 2024 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the 6 months ended 30 June 2024, except as disclosed on page 1.

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

Main shareholders and related party transactions

The following shareholders held directly or indirectly over 5% of the Company's issued share capital:

	30 June 2024 Percentage of shareholding 0/0	27 September 2024 Percentage of shareholding 0/0
Direct shareholder:
Atterbury Cyprus Limited (Cyprus)	29,87	29,87
Pareto Limited (South Africa)	70.03	70,03
Indirect shareholders (through their indirect holdings in Atterbury Cyprus Limited):
Business Venture Investments No 1360 (Pty) Ltd (South Africa)	7.47	7.47
Brightbridge Real Estate Limited (Cyprus)	14.94	14,94
Pareto Limited (South Africa)	7,47	7.47

Independent Auditors

By order of the Board of Directors,

400 RAGO SERVICES LIMITED 00 Montrago Services Limited/ Secretary

Nicosia, 27 September 2024

DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated In uooordanos will Atle Books of the Law") we, the members of the Board of Directors and the Company official responsible for the financial statements of The Mall of Engomi (ME) Pic (the "Company") for the 6 morths ended 30 June 2024, on the basis of our knowledge, declare that:

(a) The interim financial statements of the Company which are presented on pages 6 to 26:

(i) have been prepared in accordance with the International Accounting Standards (IAS) 34 "Interim Financial Reporting".

(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company included in the financial statements as a whole and

b) The management report provides a fair view of the developments and the performance as well as the financial position of the Company as a whole, together with a description of the main risks and uncertainties faces.

Members of the Board of Directors:

Martin Olivier - Director

John George Mavrokordatos - Director

Siphamandla Joseph Mbonane - Director

Kypros Hadjistyllis - Director

Responsible for drafting the financial statements

Antonia Constantinou (Financial Controller)

Nicosia, 27 September 2024

CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME For the six months ended 30 June 2024

	Note	Six months June 2022 (S	Six months ended 30 ended 30 June 2023 ਵ
Rights for use of space and other revenue	5	1.824 7.310	1.947.604
Other operating income Fair value gain/(loss) on investment property Administration and other operating expenses	6 7 8	48.989 (88,908) (868.745)	183.024 (485.210) (1.229.515)
Operating profit		1.013.126	415.903
Finance income Finance costs Other gain on loan modification Profit/(loss) before tax	9 9 18	10.846 (708.853) 1.5.77 316.636	33.502 (826.440) 2.155 (374.880)
Tax (charge)/credit Profit (loss) for the period	10	(146.140) 170.496	57.612 (317.268)
Other comprehensive income Total comprehensive income/{loss} for the year		170.496	(317.268)
Income/(loss) per share attributable to equity holders (cent)	11	0 54	(3.17)

CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION AT 30 June 2024

ASSETS	Note	30 June 2024 €	31 December 2023 复
Non-current assets Property and equipment Investment properties Trade and other receivables	12 13 14	50.034 41.950.000 10.431 42.010.465	45.038 41.950.000 23.612 42.018.650
Current assets Trade and other receivables Refundable taxes Cash at bank and in hand	14 21 16	15.415.460 1.434 679.733 16.096.627	254 675 1 434 568.548 824.657
TOTAL ASSETS		58.107.092	42.843.307
EQUITY AND LIABILITIES
Equity Share capital Share premium Retained eamings	17 17	5.196.728 3.117.042 12.722.206 21.035.976	1.557.479 6.942.521 12.551.710 21.051.710
Total equity
Non-current liabilities Borowings Trade and other payables Deferred tax liabilities	18 20 19	18.909.513 766.120 416.481 20,092.114	19.345.736 661.533 270.341 20.277.610
Current liabilities Provisions for other liabilities and charges Trade and other payables Borrowings	20 20 18	192.219 15.926767 860.521 16.97 9.002	192.219 456.563 865.205 1.513.987
Total liabilities		37.07 116	21.791.597
TOTAL EQUITY AND LIABILITIES		58.107 092	42.843.307

On 27 September 2024 the Board of Directors of The Mall of Engomi (ME) Pic authorised these financial statements for issue.

V ..........

John George Mavrokordatos Director

1 4 ........... Martin Olivier/

Director

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY For the six months ended 30 June 2024

	Note	Share capital 는	Share premium (5	Capital reserve 등	Retained earnings ਦ	lotal ર્ફ
Balance at 1 January 2023		1.000.000		24 2.687	12 683 3	13.203 34
Comprehensive loss Net loss for the period Transfer of capital reserve to					(317.268)	(317.268)
retained earnings				(212.687)	212.687
Balance at 30 June 2023		1.000.000			12.582.077	13.582.077
Balance at 1 January 2024		1557 479	GRAPETA		12.551.710	21.051.710
Comprehensive income Net profit for the period					170.496	170 496
Transactions with owners Issue of share capital	17	3 680 249	11.506.978			15-146-227
Reduction of share premium	17		(15.195.057)			(15.195.057)
Transaction costs for raising new equity			(137.400)			1137,400
Balance at 30 June 2024		5.196.728	3.117.042		12.722.206	21.085.976

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 amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of 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 shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, from 2019 (deemed dividend distribution of year 2017 profits), the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2,65% (2023: 2,65%), when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.

CONDENSED INTERIM STATEMENT OF CASH FLOWS For the six months ended 30 June 2024

		Six months ended 30 June ended 30 June 2022	Six months 2023
	Note	ਣ	(in)
CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) before tax Adjustments for:		316.636	(374.880)
Depreciation of property and equipment	12	5.976	3.909
Fair value losses on investment property	13	88.908	485.210
Amortisation of lease discounts	13	71.982	10.386
Fair value gain on modification on loans payable	18	(1.517)	(2.155)
Interest income	ு	(10.846)	(33.502)
Interest expense	9	708.853	826.440
		1.179.992	915 408
Changes in working capital: Changes in working capital		88.5172	397.959
Cash generated from operations		1-268-504	1.313.377
CASH FLOWS FROM INVESTING ACTIVITIES Payment for purchase of property, plant and equipment Payment for additions to investment property	12 13	(10.972) (6.260)	(495,596)
Net cash used in investing activities		(17.232)	(495.596)
CASH FLOWS FROM FINANCING ACTIVITIES Repayments of bank borrowings	18	(1.140.087)	(1.395.935)
Net cash used in financing activities		1.140.087	(1.395.935)
Net increase/(decrease) in cash and cash equivalents		111.185	(578.154)
Cash and cash equivalents at beginning of the period	16	568.548	611.225
Cash and cash equivalents at end of the period	16	679 768	33.071

Significant non-cash transactions are disclosed in the notes to the financial statements.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

1. Incorporation and principal activities

Country of incorporation

The Mall of Engomi (ME) Pic (the "Company") was incorporated in Cyprus on 8 November 1995 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. On 10 July 2015, and since then, the Company is listed on the (unregulated) Emerging Companies Market of the Cyprus Stock Exchange. Its registered office is at 3 Verginas Street, The Mall of Cyprus, Strovolos, 2025, Nicosia, Cyprus.

Unaudited financial statements

The financial statements for the six months ended on 30 June 2024, have not been audited by the external auditors of the Company. The unaudited condensed interim financial statements of the Company for the six months ended on 30 June 2024, should be read in conjunction with the audited financial statements for the year ended 31 December 2023.

Operating Environment of the Company and assessment of Going Concern status

Economic indicators

A level of uncertainty exists from challenges such as inflationary pressures stemming from geopolitical tensions like the Russia-Ukraine conflict, which might impact the future of the Cyprus economy. Consequently, making reliable predictions about the ultimate outcomes is challenging, and there exists a possibility of variance between Management's present expectations and estimates and the actual results. The directors are of the view that the Company's going concern status and outlook is not compromised.

Going concern

Management is of the opinion that the Company's going concern status and outlook is not compromised. Principal factors in support of this conclusion include, but are not limited to:

• · extension of final debt settlement and renegotiation of the borrowing interest rate during 2022
• · restructuring of €7.500.000 bank debt between Mall of Engomi (ME) Plc and its fellow subsidiary Mall of Cyprus (MC) Plc during 2023
• · the implementation of an all-round plan of managing relationships with tenants
• · establishing relationships with brands that are not yet in the mall to fill future vacancies
• containment of operational costs

The potential scenarios which could lead to the Company not being a going concern, along with Management's evaluation, are considered to be:

Not having sufficient cash to meet liabilities as they fall due or meet financing obligations

With respect to this scenario, although the Company has a negative net working capital position management is confident that the future proceeds from license fees will be sufficient to cover the short-term liabilities.

A non-remedied breach of the financial covenants within the Company's bank facilities

These covenants are applicable to the Company, its fellow subsidiary the Mall of Cyprus (MC) Plc and the parent entity Atterbury Cyprus Limited, and are as follows:

• · Debt Service Cover Ratio: no less than or equal to 1.1 times
• Debt to Equity Ratio: shall not exceed 1.4 times
• I oan to Value Ratio: shall not exceed 60%

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

The Company is currently in full compliance with such covenants and expects to remain so. The Company also expects that there should not be any issue concerning the Company's cross guarantee position in favour of its fellow subsidiary, as the latter's position and performance is expected to be sufficient to avoid any unfavourable developments that may burden the entity. Based on the Company's assessment, the main covenants are the debt service cover ratio and the loan to value ratio requirements. Based on the forecasts by Management, there is significant headroom before being at risk of any such breach.

Interruption of operations and worsening of the financial position of tenants

Management acknowledges the possibility that tenants, may in future continue to face such risks. This is an issue that is being appropriately managed with continuous monitoring of the tenants' ongoing situation. Actions have been taken effect during prior year 2023 and 2024, targeting specific tenants.

In order to assess the actual and potential impact on the Company's financial position, financial performance and cash flows, management has undertaken a continuous process of reassessing its cash flow and profitability forecasts by incorporating downside scenarios and the risks mentioned above (including breach of covenants) and assessed that the Company will be in a position to continue its normal course of business and to meet its obligations as they become due, for a period of at least twelve months from the date of signing these financial statements. The reassessment process will be evaluated as changes to the overall operating and economic environment evolve.

2. Adoption of new or revised standards and interpretations

During the current period the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting penods beginning on 1 January 2024. This adoption did not have a material effect on the accounting policies of the Company.

3. Material accounting information

The material accounting policies applied in the preparation of these unaudited condensed interim financial statements are consistent to those used in the audited financial statements for the period ended 31 December 2023, unless otherwise stated in relation to the application of the new IFRSs as from 1 January 2024.

The unaudited condensed interim financial statements of the Company have been prepared in accordance with th International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), including International Accounting Standards (IAS) 34 "Interim Financial Reporting" and the requirements of the Cyprus Companies Law, Cap. 113 and the Cyprus Stock Exchange Laws and Regulations.

4. New accounting pronouncements

Up to the date of approval of the financial statements, certain new standards, interpretations and amendments to existing standards have been published that are not yet effective for the current reporting period and which the Company has not early adopted. The Board of Directors expects that the adoption of these accounting standards and amendments by the Company will have no material effect on the financial statements of the Company. They are as follows:

Standards issued but not yet effective

(i) Issued by the IASB but not yet adopted by the European Union

Amendments to IAS 1 regarding classification of Liabilities as Current or Non Current (Effective for annual reporting periods beginning on or after 1 January 2024

The amendments in Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) affect only the presentation of liabilities in the statement of financial position - not the amount or timing of recognition of any asset, liability income or expenses, or the information that entities disclose about those items.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

4. New accounting pronouncements (continued)

Issued by the IASB but not yet adopted by the European Union (continued)

They clarify that the classification of liabilities as current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the reporting period" should affect the classification of a liability;

They clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and

They make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services

The amendments are to be applied retrospectively. Earlier application is permitted.

Amendments to IAS 1 reparding Non current Liabilities with Covenants (Effective for annual reporting periods beginning on or after 1 January 2024)

In November 2022, IAS 1 has been amended to specify that only covenants an entity must comply with on or before the reporting period should affect classification of the corresponding liability as current or non current.

An entity is required to disclose information in the notes that enables users of financial statements to understand the risk that non current liabilities with covenants could become repayable within twelve months.

The 2022 amendments deferred the effective date of the amendments to JAS 1 Classification of Liabilities as Current or Non current published in January 2020 by one year to annual reporting periods beginning on of after January 2024.

The amendments are applied retrospectively.

Amendments to IFRS 16 Leases: Amendments to clarily how a seller-lessee subsequently measures sale and leaseback transactions (Effective for annual reporting periods beginning on or after 1 January 2024)

The amendments require a seller lessee to subsequently measure lease liabilities by determining "lease payments" and "revised lease payments" ansing from a leaseback in a way that it does not recognise any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller lessee from recognising in profit or loss any gain or loss relating to the partial or full termination of a lease.

Without these new requirements, a seller lessee may have recognised a gain on the right of use it retains solely because of a remeasurement of the lease liability (for example, following a lease modification or change in the lease term) applying the general requirements in IFRS 16. This could have been particularly the case in a leaseback that includes variable lease payments that do not depend on an index or rate.

A seller lessee applies the amendments retrospectively in accordance with IAS 8 to sale and leaseback transactions entered into after the date of initial application, which is defined as the beginning of the annual reporting period in which the entity first applied IFRS 16.

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Effective for annual reporting periods beginning on or after 1 January 2025

The amendments within the Lack of Exchangeability (Amendments to IAS 21) revise IAS 21 to:

• Specify when a currency is exchangeable into another currency and when it is not
• Specify how an entity determines the exchange rate to apply when a currency is not exchangeable
• Require the disclosure of additional information when a currency is not exchangeable

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

4. New accounting pronouncements (continued)

Issued by the IASB but not yet adopted by the European Union (continued)

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier FinanceArrangements (Effective for annual reporting periods beginning on or after 1 January 2024)

The amendments add a disclosure objective to IAS 7 stating that an entity is required to disclose information aboutts supplier finance arrangements that enables users of financial statements to assess the effects of thosearrangements on the entity's liabilities and cash flows. In addition, IFRS 7 was amended to add supplier financearrangements as an example within the requirements to disclose information about an entity's exposure toconcentration of liquidity risk.

The amendments, which contain specific transition reliefs for the first annual reporting period in which an entityapplies the amendments, are applicable for annual reporting on or after 1 January 2024. Earlierapplication is permitted.

5. Rights for use of space and other revenue

	Six months	Six months
	ended 30 June ended 30 June
	20224	2023
	ਵ	는
Rights for use of space - minimum license fees (i)	1.611.403	1.558.237
Rights for use of space - additional license fees (i)	34 502	34.631
Lease related expenses from discounts and incentives granted (ii)	(91.256)	(72.940)
Lease related income from tenant contributions (iii)	3.278	3.278
Total lease income	1.557.929	1.523.206
Revenue from service charge, utilities and other recoveries	363 BBC	424.398
Total revenue from contracts with tenants	1.921.790	1.947 604

• i. Income from the "Rights of use of space" relates to licensellease agreements that were in effect during the period to 30 June 2024. Any income that is derived based on the financial performance of tenants is separately presented under "Additional licence fees" and is determined as a percentage of the tenants' turnover, as stipulated in their license/lease agreements.
• ii. "Lease related expenses from discounts and incentives granted" relates to amortisation of discounts provided by the Company during the 2023 financial year and in previous years to its tenants. Discounts were given to aid the tenants with the disruption of their normal operations. The discounts qualify as rent concessions/lease modifications under IFRS16. In 2023 and 2024 the Company provided incentives for capital improvements to certain key tenants. Discounts granted are amortised to profit or loss over the remaining duration or term of each corresponding individual license/lease agreement.
• iii. "Lease related income from tenant contributions" refers to the amortised portion of capital expenditure incurred by the Company on behalf of, and billed to certain tenants, in transforming/enhancing the space occupied in the Mall of Engomi with individualised features and improvements. The capital improvement amount is released/amortised to profit or loss over the lease terms of those tenants, in arriving at reported revenue.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

6. Other operating income

	Six months	Six months
	ended 30 June ended 30 June
	2024	2023
	6
Other lease related income	48.989	183.024
	48.989	183.024

Other operating income comprises sundry amounts such as income from advertising. Other income in 2023 includes the reimbursement of the settlement for Fliptype Holdings Limited's asset management contract for an amount of €122.500 by Atterbury Europe Services B.V.

7. Fair value gain/(loss) on investment property

	Six months	Six months
	ended 30 June ended 30 June
	2024	2023
Fair value gain/(loss) on investment property (Note 13)	188.908	(485.210)
	8088881	(485,210)

8. Administration and other operating expenses

	Six months	Six months
	ended 30 June ended 30 June
	2022	2023
	ਦਿ	ਵ
Common expenses	10.145	12.271
Sundry expenses	1.548	3.986
Auditor's remuneration	12750	12.250
Legal fees	18 286	8.873
Cyprus stock exchange expenses	11-76	6.734
Directors' fees (Note 22.1)	2250	1 250
Other professional fees	125.114	260.802
Provision for bad debts	:72.154	221.562
Bank charges	913	2 780
Property management, maintenance and utility costs	588.033	695.098
Depreciation (Note 12)	5.976	3.909
	868.745	1.229.515

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

9. Finance income/costs

	Six months	Six months
	ended 30 June ended 30 June
	2024	2023
	ਵ	E
Finance income
Loan interest income		33.502
Other interest income	10.846
	10.846	33.502
Interest expense
Bank borrowings (Note 18) Other interest expense	(700.696) (8.157)	(826.440)
	(708.853)	(826.440)
Net finance costs	(698.007)	(792.938)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

10. Tax

	Six months	Six months
	ended 30 June ended 30 June
	2024	2023
Deferred tax - charge/(credit) (Note 19)	146.140	(57.612)
Charge/(credit) for the period	146.140	(57,612)

The corporation tax rate is 12,5%.

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%.

11. Profit/(loss) per share attributable to equity holders

Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

The following table reflects the income and share data used in the basic and diluted EPS calculations:

	Six months	Six months
	ended 30 June ended 30 June 2024	2023
Profit/(loss) attributable to equity holders (€)
	170.496	(317.268)
Weighted average number of ordinary shares outstanding during the period	31.547.045	- 10.000.000
Profit/(loss) per share attributable to equity holders (cent) - basic and dilluted	0.54	(3.17)

12. Property and equipment

	Signs	machinery Hardware	Plant and Computer	Total
	ਵ	美	ਵ	€
Cost Balance at 1 January 2023 Additions	103.779	109,847 13.135	1.045	214.671 13.135
Balance at 31 December 2023/ 1 January 2024	103.779	122.982	1.045	727.806
Additions		10.972		10.972
Balance at 30 June 2024	103.779	1889954	1.045	238.778
Depreciation Balance at 1 January 2023 Charge for the period	91.067 2.311	82.131 6.214	1.045	174.243 8.525
Balance at 31 December 2023/ 1 January 2024	98 378	83345	1.025	182.768
Charge for the period	1.155	4.821		5.976
Balance at 30 June 2024	94.533	93.166	1.045	188.744
Net book amount
Balance at 30 June 2024	9.246	40.788		50-032
Balance at 31 December 2023	10.401	34.657		45 033

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

13. Investment properties

	2024	2023
	은	ਵ
Balance at 1 January	41.950.000	42,260,500
Redevelopment costs and other additions	6.260	497.287
Lease incentives and deferred income adjustment net of amortisation	32.648	(77.547)
Fair value adjustment based on external valuer's assessment (Note 7)	(88.908)	(730.240)
Balance at 30 June / 31 December	41.950.000	41 950 000

The investment properties are valued annually at fair value comprising open market value based on valuations by an independent, professionally qualified valuer. Fair value is based in active market process, adjusted it necessary, for any differences in the nature, location of the specific asset. If the information is not available, the Company uses alternative valuation methods such as recent prices or less active markets or discounted cash flow projections. These valuations are typically prepared annually by independent valuers and reviewed and adopted by management. Changes in fair value are recorded in profit or loss and are included in "fair value gains((losses) on investment property". In arriving at open market value, Management takes into account any significant impact of lease incentives (such as relocation incentives, conditional discounts to tenants qualifying as rent concessions and any deferred income associated with future benefits accruing to the Company in relation to tenant contributions to the value of investment property) in order to avoid double-counting in the Company's assets and liabilities. The adjustment as of 30 June 2024 and 31 December 2023 for the aforementioned incentives, was derived from unamortised discounts granted to tenants classified under "other assets" as well as from deferred income, classified under "trade and other payables".

The Company's investment property is measured at fair value. The Company holds one class of investment property being the Mall of Engomi.

Valuation processes of the Company

As part of the process for period end financial reporting purposes, Management took into account the external valuation prepared as at 31 December 2023 by independent professionally qualified valuers Landtourist Valuations LLC, who possess a recognised relevant professional qualification and have recent experience in the locations and segments of the Investment properties valued. For all investment properties, their current use equates to the highest and best use. The Company's finance department reviews the valuation performed by the independent valuers for financial reporting purposes. Discussions of valuation processes and results are held between the CFO, Management, and the independent valuers at least once every year. At each financial year end the finance department:

• · verifies all major inputs to the independent valuation report
• · assesses property valuation movements when compared to the prior year valuation report; and
• · holds discussions with the independent valuer

Bank borrowings are secured on the Company's investment property.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

13. Investment properties (continued)

Fair value hierarchy

The following table analyses investment property carried at fair value, by valuation method. The different levels have been defined as follows:

• · Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• · Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
• · Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The fair value measurement for all of the investment properties has a Level 3 fair value based on the inputs to the valuation technique used at each of 31 December 2023.

Valuation technique and significant unobservable inputs

The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used.

Year end 31 December 2023:

Property	Valuation Valuation € technique	Discount rate ೪೦	Terminal capitalisation rate %	Revenue in year 1 ਵ	Revenue growth ್ತಾ
Cypruis	41.950.000 Income approach Discounted cash flows	10.25	8,25	3.367.779	റ്

Valuation techniques underlying management's estimation of fair value

The valuation was determined using discounted cash flow projections based on significant unobservable inputs. These inputs include:

	Revenue (Future rental cash inflows) Based on the actual location, type and quality of the properties and supported by the terms of any existing lease, other contracts or external evidence such as current market rents for similar properties;
Discount rate	Reflecting current market assessments of the uncertainty in the amount and timing of cash flows;
Estimated vacancy rates	Based on current and expected future market conditions after expiry of any current lease:
Capitalisation rates	Based on actual location, size and quality of the properties and faking into account market data at the valuation date.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

14. Trade and other receivables

		31 December
	30 June 2024	2023
	发	ਵ
Trade receivables	441.617	395.224
Less: expected credit loss on trade receivables	(248.975)	(266.176)
Trade receivables - met	192.642	129.048
Receivables from related parties (Note 22.4)	15.146.277	41.083
Deposits and prepayments	18.597	31.292
Other receivables	68.430	76.864
	15.425.891	278.287
Less non-current receivables	(10.431)	(23.612)
Current portion	15.415.460	254.675

Movement in provision for impairment of receivables:

	31 December
30 June 2024	2023
문
266.176 Balance at 1 January	127.763
82.154 Impairment losses recognised on receivables	158.771
(28.188) Recovery of trade receivables previously included in provision	(20.358)
(71,167) Trade receivables in provision written off
248.975 Balance at 30 June / 31 December	266.176

15. Other assets

	30 June 2024 등	31 December 2023 ਵ
Unamortised discounts granted to tenants (amount prior to transfer to "investment property") Less: reclassification of discounts to tenants to investment property (Note 13)	616.892 (616.892)	537 522 687 222
Balance at 30 June / 31 December

Unamortised discounts granted to tenants relate to a one-off special discount and incentives against future rentals given to certain tenants. These are to be amortised to profit and loss over the duration or term of each corresponding individual licence/lease agreement. Amortisation commenced in 2021.

Discounts to tenants at each reporting date, are reclassified for fair value estimation purposes, to investment property, prior to the remeasurement of the latter to its fair value.

16. Cash at bank and in hand

Cash balances are analysed as follows:

		31 December
	30 June 2024	2023
Cash at bank and in hand
	- 679.733	568.548
	678 188	568.548

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

16. Cash at bank and in hand (continued)

Cash and cash equivalents by type:

	31 December
30 June 2024	2023
ਵ
322.610	474.458
357.012	93.802
111	288
679.733	568.548

Guarantee current accounts relate to accounts designated for loan repayments and are not restricted in use.

Bank of Cyprus is the sole credit institution with which cash is held by the Company (credit rating: Ba3 - Moody's).

17. Share capital and share premium

	Number of	20124 shares	2024 2023 Number of ਵ shares	2023 ਵ
Authorised
Ordinary shares of €0,10 each	61.000.000	6.100.000	61.000.000	6.100.000
Issued and fully paid	Number of
			shares Share capital Share premium	Total
		(5	C
Balance at 1 January 2023	10.000.000	1.000.000		1.000.000
Issue share capital	5.574.787	557 479		557.479
Issue of share premium			6.942.521	6.942.521
Balance at 31 December 2023/ 1 January
201724	15 57 487	1.557.479	6.942-22	8.500.000
Issue of share capital and share premium	36,392,487	3.639.249	11.506.978	15.146.227
Reduction of share premium			(15.195.057)	(15.195.057)
Transaction costs for raising new equity			(137.400)	(137,400)
Balance at 30 June 2024	51.967.274	5.196.728	3.1 7.042	8.37 3.77

On 12 April 2024, the Board of Directors resolved to convene an extraordinary general meeting to approve the issue and allot via private placement 36.392.487 ordinal value €0,10 each, out of the unissued authorised share capital of the Company to Pareto Limited for a total consideration of €15.146.227 that will constitute c. 70,03% of the issued share capital of the Company post issuance (Note 22.4). Pareto Limited will discharge its obligations to settle the total Issue Price through an in-kind contribution. After the court approval on 13 June 2024, the share premium of the Company was reduced by an amount of €15.195.057. The capital reduction will be implemented by a pro-rata return of capital in the amount of €15.195.057 to the existing shareholders of the Company, which can at the election of the board, be settled either in cash or in-kind on 22 August 2024 and in this regard the board has resolved that Atterbury Cyprus Limited will be settled in-kind and the general public in cash.

18. Borrowings

	30 June 2024 (3	31 December 2023
Balance at 1 January	20.210.941	28.901.816
Repayment of principal	(435.720)	(8.682.496)
Repayment of interest	(704.367)	(1.721.253)
Interest expense	700.696	1.709.389
Amortisation of loss on modification	(1.516)	3.485
Balance at 30 June		19.770 034 20.210.941

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

18. Borrowings (continued)

	30 June 2024 ਵ	31 December 2023 モ
Current borrowings Bank loans	860.521	865.205
Non-current borrowings Bank loans		18.909.513 19.345.736
Trotal	19.770.034	20,210,941

The loan agreements, most recently amended on 15 November 2023, comprises five distinct borrowing facilities as shown in the table below:

Facility	Commitment	Interest rate per	Interest rate per latest	Maturity
		initial agreement	amendment agreement
Facility A	€20.0000.000	3m Euribor + 4 00%	3m Euribor + 3 10%	15/06/2027
Facility B	€90,000,000	3m Euribor + 3.71%	3m Eunbor + 3,10%	15/10/2033
Facility C	€22,000,000	3m Euribor + 3,65%	3m Euribor + 3.10%	15/05/2031
Facility D	€7.500.000	3m Euribor + 3.65%	3m Eunbor + 3 10%	15/05/2031
MOE Redevelopment	€13.000.000	3m Euribor + 3 10%	3m Euribor + 3 10%	15/09/2035
Ancillary Facility	€3.000.000	3m Euribor + 4 20%	3m Euribor + 4 20%	N/A

On 22 July 2019 and subsequently revised and extended on 27 July 2020, the Company together with its parent and its fellow subsidiary, entered into a revised foan agreement with Bank of Cypus Public Company Limited. The agreement comprises four distinct facilities as shown in the table above.

The ancillary facility represents the aggregated amount of overdrafts of the Company and its fellow subsidiary, amounting to €2.000.000 and €1.000.000 respectively.

On 10 October 2019, the Bank of Cyprus Public Company Limited syndicated a portion of Facility C (a principal amount of €5.000.000) to Eurobank Cyprus Ltd, as permitted by the agreement, on the same terms and conditions as set out in the facility agreement.

Dunng 2021, further to an agreement entered into in September 2020, the Company obtained a new bank loan of €13.000.000, for the redevelopment project of the Mall. The maturity date of the loan is 15 September 2035 and the loan bears interest of 3-month Euribor plus 3,10%. Part of the outstanding balance of this loan was applied to the repayment of another loan payable to a related party, which had been given for bridging purposes.

On 9 February 2022, upon the signing of the amendment, the interest rate for Facility C, as well as the Redevelopment loan, was increased from 3-month Euribor + 3,40% to 3-month Euribor + 3,50%, while at the same time monthly instalments were decreased, thus increasing the final repayment amounts at maturity.

On 7 December 2022, the Company signed a restatement of the loan Facility Agreement decreasing the marginfrom 3,50% to 3,10% effective for a period of three years, until 15 December 2025 when the margin will return to 3,50%.

On 15 November 2023, the Company restructured its loan by repaying €7.500.000 of its Facility C with a corresponding increase in the bank loan of Mall of Cyprus. Refer to Note 22 for more details. As a result, a new bank loan, Facility D, with terms substantially similar to its existing bank loans, was obtained by Mall of Cyprus.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

18. Borrowings (continued)

The bank loans (Facilities A, B, C and D) are secured as follows:

a) Atterbury Cyprus Limited guaranteed the loans of the Company up to an amount of €23.200.000.

b) The Mall of Cyprus Plc guaranteed the loans of the Company up to an amount of €23.200.000.

c) By floating charge of €36.000.000 on the assets of the Mall of Engomi (ME) Plc

d) By the assignment of €23.000.000 from the rights of use of space in the The Mall of Engomi.

Securities are limited to the outstanding book balance of bank borrowings as at 30 June 2024 of €19.751.354 (31 December 2023: €20.193.815).

The MOE Redevelopment Loan obtained in 2021, is secured as follows:

a) Atterbury Cyprus Limited guaranteed the loans of the Company up to an amount of €15.600.000.

b) The Mall of Cyprus (MC) Plc guaranteed the loans of the Company up to an amount of €15.600.000.

Maturity of non-current borrowings:

		31 December
	30 June 2024	2023
	11
Between one to two years	878.631	860 887
Between two and five years	2.804.419	2.756.854
After five years	15.226.463	15.727.995
		18.909.513 19.345.736

The weighted average effective interest rates at the reporting date were as follows:

		31 December
	30 June 2024	2023
	0%	0/0
Bank loans	7,19%	6,97%

The carrying amount of borrowings approximates their fair value.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

19. Deferred tax

Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates (Note 10). The applicable corporation tax rate in the case of tax losses is 12,5%.

Deferred tax liability

		31 December
	30 June 2024	2023
Balance at 1 January	270.341	223 189
Difference between depreciation and wear & tear allowances	146.140	47.152
Balance at 30 June / 31 December	416.481	270.341

Deferred taxation liability arises as follows:

		31 December
	30 June 2024	2023
Difference between depreciation and wear & tear allowances	4916.481	270.341
	416.481	270.341

The Company recognises deferred tax attributed to the following:

· Differences between wear & tear allowances and depreciation: The Company recognises deferred tax liabilities at each reporting period end between the assessed disposal value of eligible assets used in the business (property and equipment and buildings under investment property) and their tax written down values, taking into account the result of balancing additions that would arise for income tax purposes. The applicable rate is 12.5%.

20. Trade and other payables and provisions for other liabilities and charges

		31 December
	30 June 2024	2023
	(S	ਵ
Trade payables	225 850	168.234
Value added tax	192.542	194 823
Provision on financial guarantee contracts	1972 22 3	192.219
Overbilled service charges to tenants		5.474
Accruals	158.208	65.572
Deposits by tenants	766.120	683 993
Payables to related parties (Note 22.5)	15.349.662
Trade payables	16.884.601	1.310.315
Less non-current payables	(766.120)	(661.533)
Current portion	16.118.481	648 782

"Deposits by tenants" relate to security deposits made by tenants upon the inception of their licensellease agreements. These security deposits will be refunded by the tenants upon the termination of their lease terms, if all set requirements are met. The Company accounts for these security deposits as a financial liability at amortised cost. Where some licensellease agreements do not stipulate any interest accruing to the tenants' security deposits, the Company applies a market related effective interest rate to account for the finance income and expense element, if evaluated as significant.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

20. Trade and other payables and provisions for other liabilities and charges (continued)

The provision on financial guarantee contracts, relates to the Company's estimated provisions in respect of the financial guarantees provided for bank loans of its fellow subsidiary, The Mall of Cyprus. The above estimate is the 12-month ECL, considering the probability of default of the guaranteed party, the exposure at default and the loss given default. The Company acts as joint guarantor for bank loans of its fellow subsidiary, with the amount of the guarantees at €145.290.000. Guarantees are limited to the outstanding book amount of the loan balances of The Mail of Cyprus (MC) Plc of €87.710.864 (2023: €89.858.754).

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

21. Refundable taxes

		31 December
	30 June 2024	2023
Corporation tax	(1.434)	(1.434)
	(1.434)	(1.434) ---------------------------------------------------------------------------------

22. Main shareholders and related party transactions

In accordance with IAS 24 "Related Party Disclosures", parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operational decisions. In considering each possible relationship, attention is directed to the substance of the relationship, not merely the legal form. Related parties also include members of the Board and key members of the management. Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms, conditions and amounts as transactions between unrelated parties.

The Company is controlled by Pareto Limited, incorporated in South Africa, which effectively owns 77,5% of the Company's shares at the reporting date and at the date of approval of these financial statements.

The following transactions were carried out with related parties:

22.1 Directors' remuneration

The remuneration of Directors was as follows:

Directors' fees (Note 8)	Six months June 2024 ਵ 2.250	Six months ended 30 ended 30 June 2023 ਵ 1.250
	2.7450	1.250
22.2 Provision of services	Six months ended 30 June ended 30 June	Six months
Name Nature of transactions Atterbury Cyprus Limited - shareholder (Note Financing and interest on loans	20224 (D	2023 ਵ
റി receivable		33.502 33.502

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

22. Main shareholders and related party transactions (continued)

22.3 Purchases of services

		Six months	Six months
		ended 30 June ended 30 June
		2024	2023
Name	Nature of transactions	€
Atterbury Europe Services B.V.	Management fee charges	104.874	95.322
		_104.874	95.322

Management fees, commissions, and corporate service charges are recognised in "Administration and other operating expenses". An agreed portion of these fees is rechargeable to tenants as an agreed property management fee and classified under "service charges, common use expenses and property management fees".

22.4 Receivables from related parties (Note 14)

		31 December
	30 June 2024	2023
Name	17
The Mall of Cyprus (MC) Pic - fellow subsidiary		36.243
Atterbury Europe Services B.V. - group related party		4.840
Atterbury Europe Holding B.V. - indirect shareholder	15.146.277
	15.146.227	41.083

22.5 Payables to related parties (Note 20)

			31 December
		30 June 2024	2023
Name	Nature of transactions	=	பு
Atterbury Cyprus Limited	Capital reduction	15.195.057
Atterbury Cyprus Limited	Corporate service fees	125.500
The Mall of Cyprus (MC) Plc	Corporate service fees	2:1105
		15.349.662

The current account balances with related parties do not bear any interest and have no specified repayment terms.

22.6 Guarantees

The following guarantees were provided to the Company and other related entities as security for its borrowings:

a) Guarantee from Atterbury Cyprus Limited to secure bank borrowings for the amounts of €23.200.000 and €15,600,000

b) Guarantee from the Mall of Cyprus (MC) Plc to secure bank borrowings for the amounts of €23.200.000 and €15.600.000

23. Contingent liabilities

The Company guarantees the bank loan of The Mall of Cyprus (MC) Plc for the amount of €145.290.000. It is not expected that any loss will result from the guarantees provided by the the property of the borrower is also pledged as security.

24. Commitments

Operating leases, in which the Company is the lessor, relate to investment property owned by the Company with varying duration lease terms. Where applicable, operating lease contracts contain market review clauses in the event that the lessee is given an option to renew. Lessees do not have an option to purchase the property at the expiry of the lease period.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS For the six months ended 30 June 2024

24. Commitments (continued)

The Company is exposed to changes in the residual value of investment property at the end of current lease agreements. The residual value risk born by the Company is mitigated by active management of its property with the objective of optimising and improving tenant mix in order to:

• achieve the longest weighted average lease term possible;

• minimise vacancy rates across all properties; and

• minimise the turnover of tenants of high credit rating and business prospects.

The Company also grants lease incentives to encourage key tenants to remain in the Mall for longer lease terms. In the case of anchor tenants, this also attracts to the property thereby contributing to overall occupancy levels. Lease agreements generally include a clause requiring the tenant to reinstate the leased space to its original state when the lease expires the tenant decides not to renew the lease agreement. This contributes to the maintenance of the property and allows for the space to be re-let on a timely basis once a tenant has departed.

In addition, the Company has a regular capital expenditure plan thoroughly considered by the Asset Management function of the Atterbury Group, to keep properties in line with market standards and trends.

25. Events after the reporting period

The requisite approval to reduce the Company's share premium account by a pro-rata return of capital in the amount of €15.195.057 to the shareholders that were listed in the register of members on 29 April 2024 were obtained from the District Court of Nicosia and Registrar of Companies. The board resolved that Atterbury Cyprus Limited will be settled in-kind and the general public in cash on 22 August 2024.

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