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10-K - River Tech – Publication of Year-end Report 2024 and Q1 2025 Report

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Annual Report

2024

Company Registration Number: C 83387

# Annual Report

2024

|                                                             | Page |
|-------------------------------------------------------------|------|
| Annual Report                                               |      |
| Directors' Report                                           |      |
| Statement of Corporate Governance                           | 1    |
| Consolidated and Separate Financial Statements:             | র্ব  |
| Statements of Financial Position                            |      |
| Statements of Profit or Loss and Other Comprehensive Income | 5    |
| Statements of Changes in Equity                             | 7    |
| Statements of Cash Flows                                    | 9    |
| Notes to the Financial Statements                           | 13   |
| Independent Auditors' Report                                | ਹ ਦ  |
|                                                             | EQ   |

# Directors' Report

# For the year ended 31 December 2024

The directors have prepared this report for River Tech plc (the "Company") in actively article 177 The directors nave prepared this report for River Tech pe (the "Sompany").
of the Companies Act, 1995 (Chapter 386, Laws of Malta) (the "Act") including the further provision out in the Sixth Schedule to the Act.

## Principal activities

The Company is a holding company of a Group which is operating as B2B provider, primarily with annololic The Company is a nolding company of a Group which open since specialist specialist quality soltware, technology and platform services, are acping
competences by providing secure and tailormade yet user friendly solutions, for the delivery of services within the online sphere.

#### Directors

Luke Ciantar Kathleen Zarb Adami Shawn Bezzina Richard E. Trinder (appointed 14 June)

# Review of business development and financial position

In 2024, River Tech Pic continued to experience steady performance in revelue and profitability. The in 2024, Kiver Tre Continued to Expensible Count), while its EBITDA margin remained above on Group S revelue for the year ended on on the operations. The Group maintained a focus on 70% (2024. 73%) fighting the encient perfectives and the entirestment in resources and development.

During the year ended 31 December 2024, the Group had a net asset value of €11,159,031 (2023) E13,653,352). The Group registered an operational profit of €6,810,820 compared to a profit of expents of the stores to anounts of E.I., 633,332). The Group registered an operational items, the Group profit before tax amounted to
in 2023. Including finance costs and other non-operational items, the end o In 2023. Including mance costs and other non operation, the Company registered a profit before tax of
€6,753,573 (2023: €8,885,948). During the same period, the 1,010,017 (20 eo,733,375 (2023: €8,812,363) and had equity amounting to €11,018,357 (2023: €12,400,835).

It is noted that the main operating subsidiary (River Technologies Limited) registered a proift before tax open It is noted that the main operating substance from the B2B operations. River Technologies Limited maintains €7,302,234 (2023. €3,070,120) ansing from the BED Species in These contracts signify and several contracts that underscore the ability to maintain long-term partnerships. It is anticipated that
robust revenue stream and underscore the ability to maintain company robast revellue stream and andersours of the growth and profitability in the coming years.

During the year River Technologies Limited distributed a dividend amounting to €8,000,000 to the Company.

# Directors' Report

# For the year ended 31 December 2024

# Principal risks and uncertainties

A financial risk management overview is given in note 23 to the financial statements and presents information about the Group's exposure to risk, the Group's objective, statements "and pressess for measuring and managing risk and the Group's management of capital. Apart from the risks explained under that note, which also form an integral part of this report, another operational risk is perceived should a breakdown of information technology system occur within the Group. This is percentul should a bleaktiown of plans and disaster site processes, policies and procedures which will significantly minimise the associated risk.

# Future business developments

The Board remains confident that the current positive momentum will continue, with a clear ambition for the Group to establish itself as a leading 82B provider of high-quality technological services in 2025 and beyond. This vision is anchor is the development of migh-quality technological services in 2025 and emerging and fast-growing industries.

The Group continues to prioritise innovation and strategic growth, maintaining a strong commitment to supporting diverse sectors. Actively pursuing collaborative opportunities with third parties remains a key strategy to stimulate expansion and reduce reliance on existing revenue streams.

Investments in cutting-edge, data-driven, and Al-powered technologies, together with the formation of in digital innovations of the considered essential to the Group's long-term success and its position as aleader in digital innovation. Continued investment in human capital remains a priority, with remote training and flexible working arrangents designed to enhance capition, wurr reiner trailing and support the Group's strategic expansion into new markets.

Collectively, the Group's efforts to sharpen its strategic focus, future-proof its product offerings, and deliver on key milestones are expected to accelerate growth and set a clear course toward a sustainable and successful future.

# Dividend and reserves

The retained earnings of the Group and the Company at 31 December 2024 amounted to €4,508,836 (2023: €7,002,221) and €4,656,486 (2023: €6,038,964) respectively.

#### Subsequent events

Subsequent to year end, on the 24th April the Board of Directors resolved to distribute an interim cash dividend amount of NOK 3.0 per share, amounting to approximately NOK 61,656,825 (EUR 5,138,069). The dividends will be paid out of the Company's profits available for distribution.

The board made an assessment, based on management accounts for 31 March 2025 to ensure that adequate distributable reserves for the proposed distribution are available.

# Financial reporting framework

The financial statements are prepared in accordance with International Financial Reporting Standards as a adopted by the EU.

# Directors' Report

# For the year ended 31 December 2024

# Statement of director's responsibilities for the financial statements

The directors are required by the Maltese Companies Act (Cap.386) to prepare financial statements that The alrecors are required by the matefairs of the company as at the end of each reporting period and of the profit or loss for that period.

In preparing the financial statements, the directors are responsible for:

- eparing that the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the EU;
- selecting and applying appropriate accounting policies;
- · making accounting estimates that are reasonable in the circumstances; and
- · making accounting colinates are prepared on the going concern basis unless it is inappropriate to presume that the company will continue in business as a going concern.

The directors are also responsible for designing, implementing and maintaining internal control as the The directors are also Tesponsible Top paration of financial statements that are free from material uliectors decembined to chaire the property with the Companies Act, 1995. They are also missueinent, whicher and to the assets of the company and hence taking reasonable steps for the prevention and detection of fraud and other irregularities.

On behalf of the Board of Directors,

Shawn Bezzina Director

Registered Office

Aragon House Business Centre Dragonara Road St. Julians, STJ 3140 Malta

24 April 2025

Luke Ciantar Director

# Statement of Corporate Governance

For the year ended 31 December 2024

We hereby confirm, to the best of our knowledge:

- That the consolidated financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial performance and its cash flows for period then ended;
- · That the responsibility lies with the Board of Directors to ensure that the Company has good corporate governance. The Company is not currently subject to any particular Maltese orgorate governance rules, such as would apply to companies listed on the Maltese markets, who aut prejudice to the Directors' obligations under the Companies Act 1995 and any applicable law;
- · The Norwegian Code of Practice for Corporate Governance does not apply on entities listed on the Euronext Growth.
- The Directors' Report includes a fair view of the information required in terms of listing Capital 。 Markets rules 5.81 and 5.84.

On behalf of the Board of Directors,

Shawn Bezzina Director

Registered Office

Aragon House Business Centre Dragonara Road St. Julians, STJ 3140 Malta

24 April 2025

Luke Ciantar Director

# Statements of Financial Position

# As at 31 December 2024

|                                |      | Group      |            | Company    |            |
|--------------------------------|------|------------|------------|------------|------------|
|                                |      | 2024       | 2023       | 2024       | 2023       |
|                                | Note | દ          | €          | ਵ          | €          |
| ASSETS                         |      |            |            |            |            |
| Plant and equipment            | 14   | 126,738    | 131,338    | 2,899      | 3,599      |
| Right-of-use assets            | 15   | 1,118,990  | 1,632,822  |            |            |
| Intangible assets and goodwill | 16   | 4,945,655  | 5,305,768  |            |            |
| Investment in subsidiaries     | 17   |            |            | 1,200      | 1,200      |
| Financial assets at FVOCI      | 17   | 173,299    |            | 173,299    |            |
| Deferred tax asset             | 11   |            |            | 40,632     | 13,218     |
| Long-term deposit              | 22   | 140,000    | 140,000    | 5,475      | 5,475      |
| Non-current assets             |      | 6,504,682  | 7,209,928  | 223,505    | 23,492     |
| Trade and other receivables    | 12   | 2,510,684  | 3,238,391  | 8,616,747  | 12,827,954 |
| Cash and cash equivalents      | 13   | 4,843,430  | 5.931,356  | 3,172,283  | 249,692    |
| Current assets                 |      | 7,354,114  | 9,169,747  | 11,789,030 | 13,077,646 |
| Total assets                   |      | 13,858,796 | 16,379,675 | 12,012,535 | 13,101,138 |

The accompanying notes are an integral part of these financial statements.

# Statements of Financial Position (continued)

# As at 31 December 2024

|                              |      |            | Group      | Company                                                                          |                        |
|------------------------------|------|------------|------------|----------------------------------------------------------------------------------|------------------------|
|                              |      | 2024       | 2023       | 2024                                                                             | 2023                   |
|                              | Note | €          | €          | €                                                                                | €                      |
| EQUITY                       |      |            |            |                                                                                  |                        |
| Share capital                | 19   | 102,762    | 102,762    | 102,762                                                                          | 102,762                |
| Share premium                | 19   | 3,309,322  | 3,309,322  | 3,309,322                                                                        | 3,309,322              |
| Translation reserve          | 19   | 288,324    | 289,260    |                                                                                  |                        |
| Share based payment reserve  | 19   | 2,949,787  | 2,949,787  | 2,949,787                                                                        |                        |
| Retained earnings            |      | 4,508,836  | 7,002,221  | 4,656,486                                                                        | 2,949,787<br>6,038,964 |
|                              |      |            |            |                                                                                  |                        |
| Net surplus                  |      | 11,159,031 | 13,653,352 | 11,018,357                                                                       | 12,400,835             |
| LIABILITIES                  |      |            |            |                                                                                  |                        |
| Lease liability              | 24   | 482,794    |            |                                                                                  |                        |
| Deferred tax liability       | 11   | 207,436    | 1,040,281  |                                                                                  |                        |
|                              |      |            | 107,462    |                                                                                  |                        |
| Non-current liabilities      |      | 690,230    |            |                                                                                  |                        |
|                              |      |            | 1,147,743  |                                                                                  |                        |
|                              |      |            |            |                                                                                  |                        |
| Trade and other payables     | 20   | 618,524    | 566,481    | 194,715                                                                          |                        |
| Lease liability              | 22   | 591,548    | 497,242    |                                                                                  | 192,716                |
| Current tax liability        | 11   | 799,463    | 514,857    | 799,463                                                                          |                        |
|                              |      |            |            |                                                                                  | 507,587                |
| Current liabilities          |      | 2,009,535  | 1,578,580  | 994,178                                                                          | 700,303                |
|                              |      |            |            |                                                                                  |                        |
| Total liabilities            |      | 2,699,765  | 2,726,323  | 994,178                                                                          | 700,303                |
|                              |      |            |            |                                                                                  |                        |
| Total equity and liabilities |      | 13,858,796 | 16,379,675 | 12,012,535                                                                       | 13,101,138             |
|                              |      |            |            | -------------------------------------------------------------------------------- |                        |

The accompanying notes are an integral part of these financial statements.

The financial statements on pages 5 to 67 were approved and authorised for issue on 24 April 2025.

Shawn Bezzina Director

uke Ciantar Director

# Statements of Profit or Loss and Other Comprehensive Income

For the Year Ended 31 December 2024

|                                       |      |             | Group       | Company   |           |
|---------------------------------------|------|-------------|-------------|-----------|-----------|
|                                       |      | 2024        | 2023        | 2024      | 2023      |
|                                       | Note | €           | €           | C         | €         |
| Revenue                               | 6    | 14,630,600  | 15,377,296  | 360,000   | 360,000   |
| Directors' remuneration and personnel |      |             |             |           |           |
| costs                                 | 8    | (3,034,225) | (2,665,468) | (712,117) | (60) 895) |
| Depreciation of plant and equipment   | 14   | (73,987)    | (60,161)    | (700)     | (693)     |
| Depreciation of right-of-use asset    | 15   | (567,096)   | (519,577)   |           | (247,440) |
| Amortisation of intangible assets     | 16   | (2,803,393) | (2,062,789) |           |           |
| Other operating expenses              |      | (1,341,079) | (1,178,158) | (309,390) | (291,990) |
| Results from operating activities     | 10   | 6,810,820   | 8,891,144   | (662,207) | (782,024) |
| Finance income                        |      | 61,095      |             | 110,905   | 251,678   |
| Finance cost                          |      | (109,019)   | (229,852)   |           | (163,432) |
| Net finance (cost)/income             | 7    | (47,924)    | (229,852)   | 110,905   | 88,246    |
| Other (expense)/income                | 9    | (9,323)     | 224,656     | 8,008,605 | 9,506,141 |
| Profit before tax                     |      | 6,753,573   | 8,885,948   | 7,457,303 | 8,812,363 |
| Tax (expense) / credit                | 11   | (387,698)   | (466,537)   | 19.479    | (16,493)  |
| Profit for the year                   |      | 6,365,875   | 8,419,411   | 7,476,782 | 8,795,870 |
|                                       |      |             |             |           |           |

The accompanying notes are an integral part of these financial statements.

# Statements of Profit or Loss and Other Comprehensive Income (continued)

For the Year Ended 31 December 2024

|                                                                                                                                                                     |      |           | Group     |           | Company   |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|-----------|-----------|-----------|-----------|--|
|                                                                                                                                                                     | Note | 2024<br>€ | 2023<br>€ | 2024      | 2023      |  |
| Other comprehensive<br>income: Items that are or<br>may be reclassified to<br>profit or loss<br>Foreign operations -<br>foreign currency<br>translation differences |      |           |           | €         | €         |  |
|                                                                                                                                                                     |      | (836)     | (5,445)   |           |           |  |
| Other comprehensive                                                                                                                                                 |      |           |           |           |           |  |
| income                                                                                                                                                              |      |           | (5,445)   |           |           |  |
| Total comprehensive                                                                                                                                                 |      |           |           |           |           |  |
| income for the year                                                                                                                                                 |      | 6,364,939 | 8,413,966 | 7,476,782 | 8,795,870 |  |
| Earnings per share                                                                                                                                                  |      |           |           |           |           |  |
| Basic earnings per share                                                                                                                                            | 21   | 0.31      | 0.41      | 0.36      | 0.43      |  |
| Diluted earnings per share                                                                                                                                          | 21   | 0.31      | 0.41      | 0.36      | 0.43      |  |

The accompanying notes are an integral part of these financial statements.

| p.l.c |
|-------|
|       |
|       |
|       |
|       |
|       |
|       |
|       |
| Tech  |
| River |
|       |
|       |
|       |
|       |

Statement of Changes in Equity - Group

For the Year Ended 31 December 2024

|                                                                                       |       |                                                                                                                                                                                                           |                  |                                   |                        |                           | Retained                             |                 |
|---------------------------------------------------------------------------------------|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|-----------------------------------|------------------------|---------------------------|--------------------------------------|-----------------|
|                                                                                       |       | Share<br>capital                                                                                                                                                                                          | Share<br>premium | Payment<br>Reserve<br>Share based | Translation<br>reserve | component<br>Other equity | (Accumulated<br>(OSSES)<br>earnings/ | equity<br>Total |
|                                                                                       | Note  | ਹੈ                                                                                                                                                                                                        | 40               | தி                                | 3                      | ਉ                         | 3                                    | ਤੇ              |
| Balance at 1 January 2023                                                             |       | 102.262                                                                                                                                                                                                   | 3,309,322        | 2,949,787                         | 289,260                | 500                       | (1,417,190)                          | 5,233,941       |
| Total comprehensive income for the year                                               |       |                                                                                                                                                                                                           |                  |                                   |                        |                           | 8,419,411                            | 8,419,411       |
| Profit for the year                                                                   |       | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------                            |                  |                                   |                        |                           |                                      |                 |
| Total comprehensive income                                                            |       |                                                                                                                                                                                                           |                  |                                   |                        |                           | 8,419,411                            | 8,419,411       |
| Balance as at 31 December 2023<br>Transfer between reserves<br>Other equity movements | ਹੈ ਕੇ | 500<br>102.762<br>사이트 뉴스 프로그램 - 프로그램 - 프로그램 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -<br>------ | 3,309,322        | 2,949,787                         | 289,260                | (500)                     | 7,002,221                            | 13,653,352      |

The accompanying notes are an integral part of these financial statements.

రా

Comments of the count

Statement of Changes in Equity – Group (continued)

For the Year Ended 31 December 2024

|                                                                                                                                                             |         | Share<br>capital      | Share<br>premium | Payment<br>Reserve<br>Share based | Translation<br>reserve | (Accumulated<br>Retained<br>(OSSES)<br>earnings/ | equity<br>Total                                  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|-----------------------|------------------|-----------------------------------|------------------------|--------------------------------------------------|--------------------------------------------------|
|                                                                                                                                                             | Note    | ਉ                     | 3                | ತೆ                                | 3                      | 3                                                | 3                                                |
| Balance at 1 January 2024                                                                                                                                   |         | 102,762               | 3,309,322        | 2,949,787                         | 289,260                | 7,002,221                                        | 13,653,352                                       |
| Total comprehensive income for the year<br>Dividend paid to shareholders<br>Other comprehensive income<br>Total comprehensive income<br>Profit for the year |         |                       |                  |                                   | (ಕಿಫಿಲ<br>ರಿತ ಲ        | 6,365,875<br>(8,859,260)<br>2,493,385            | 6,365,875<br>(8,859,260)<br>(a36)<br>(2,494,321) |
| The accompanying notes are an integral part of these financ<br>Balance as at 31 December 2024                                                               | a<br>Cl | 102,762<br>statements | 3,309,322        | 2,949,787                         | 288,324                | 4,508,836                                        | 11,159,031                                       |

10

Statement of Changes in Equity – Company

For the Year Ended 31 December 2024

| equity<br>Total                                            | ਤੇ   | 3,165,026                 | 8,795,870<br>8,795,870                                                                       | 439,939<br>12.400,835                                                                                                                       |
|------------------------------------------------------------|------|---------------------------|----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
|                                                            |      |                           |                                                                                              |                                                                                                                                             |
| (Accumulated<br>losses)<br>Other equity Retained earnings/ | ਤੇ   | (3,196,845)               | 8,795,870<br>8,795,870                                                                       | 6,038,964<br>439,939                                                                                                                        |
| component                                                  | ਹੈ   | 500                       |                                                                                              | (500)                                                                                                                                       |
| reserve<br>Based payment<br>Share                          | ਦੇ   | 2,949,787                 |                                                                                              | 2,949,787                                                                                                                                   |
| Share<br>premium                                           | ਰੀ)  | 3,309,322                 |                                                                                              | 3,309,322                                                                                                                                   |
| Share<br>capital                                           | ਡੇ   | 102,262                   |                                                                                              | 02,762<br>500<br>ﺎ<br>--------<br>--------                                                                                                  |
|                                                            | Note |                           |                                                                                              | ਹੈ ਰੇ<br>17                                                                                                                                 |
|                                                            |      | Balance at 1 January 2023 | Total comprehensive income for the year<br>Total comprehensive income<br>Profit for the year | Reserves of subsidiaries taken over upon<br>Balance as at 31 December 2023<br>Transfer between reserves<br>Other equity movements<br>merger |

The accompanying notes are an integral part of these financial statements.

and the control control of the control of

e the state of the state of the state

...

the first of the state of the states

and the country of the country of the county of

ancessary of the country of the country of the country of

Statement of Changes in Equity – Company (continued)

For the Year Ended 31 December 2024

| equity<br>Total                                            | નો   | 12,400,835                | 7,476,782<br>(8,859,260)<br>1,382,478)<br>11,018,357                                                                                                                                      |  |
|------------------------------------------------------------|------|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|                                                            |      |                           |                                                                                                                                                                                           |  |
| (Accumulated<br>૦૨૬૯૨)<br>Based payment Retained earnings/ | ਤੇ   | 6,038,964                 | 7,476,782<br>4,656,486<br>(8,859,260)<br>(1,382,478)                                                                                                                                      |  |
| Share<br>reserve                                           | કે   | 2,949,787                 | 8<br>2,949,787<br>and and and and and and was anno anno and supply                                                                                                                        |  |
| Share<br>premium                                           | ડુ   | 3,309,322                 | 3,309,322                                                                                                                                                                                 |  |
| Share<br>capital                                           | ਤੇ   | 102,762                   | 102,762                                                                                                                                                                                   |  |
|                                                            | Note |                           |                                                                                                                                                                                           |  |
|                                                            |      | Balance at 1 January 2024 | Total comprehensive income for the year<br>Balance as at 31 December 2024<br>Dividend paid to shareholders<br>Total comprehensive income<br>Other equity movements<br>Profit for the year |  |

The accompanying notes are an integral part of these financial statements.

# Statements of Cash Flows

For the Year Ended 31 December 2024

|                                                 |       | Group      |             | Company     |             |
|-------------------------------------------------|-------|------------|-------------|-------------|-------------|
|                                                 | Notes | 2024       | 2023        | 2024        | 2023        |
|                                                 |       | €          | €           | €           | €           |
| Cash flows from operating                       |       |            |             |             |             |
| activities                                      |       |            |             |             |             |
| Profit for the year                             |       | 6,365,875  | 8,419,411   | 7,476,782   | 8,795,870   |
| Adjustments for:                                |       |            |             |             |             |
| Depreciation of Property, plant                 |       |            |             |             |             |
| and equipment                                   | 14    | 73,987     | 60,161      | 700         | ਦਰਰ         |
| Depreciation of Right-of-use                    |       |            |             |             |             |
| asset                                           | 15    | 567,096    | 519,576     |             | 247,440     |
| Amortisation of Intangible assets               | 16    | 2,803,393  | 2,062,789   |             |             |
| Interest receivable                             | 7     | (61,095)   |             | (110,905)   | (251,677)   |
| Interest payable                                | 7     | 109,019    | 229,852     |             | 88,819      |
| Gain on lease termination                       | ਹੈ ਦੇ |            | (175,202)   |             | (175,202)   |
| Deferred tax expense/(credit)                   | 11    | 99,974     |             | (27,414)    |             |
| Current tax expense                             | 11    | 284,606    | 466,537     |             | 529,454     |
|                                                 |       | 10,242,855 | 11,583,124  | 7,339,163   | 9,235,403   |
| Changes in:                                     |       |            |             |             | (5,689,762) |
| Trade and other receivables                     |       | 727,707    | (1,281,604) | (4,435,822) | 801,892     |
| Trade and other payables                        |       | 52,043     | 109,694     | । 'ਰੇਰੇਰੇ   |             |
| Cash generated from operating                   |       |            |             |             |             |
| activities                                      |       | 11,022,605 | 10,411,214  | 2,905,340   | 4,347,533   |
| Interest paid                                   |       | (109,019)  | (229,852)   |             | (163,432)   |
|                                                 |       |            |             |             |             |
| Net cash generated from<br>operating activities |       | 10,913,586 | 10,181,362  | 2,905,340   | 4,184,101   |
|                                                 |       |            |             |             |             |

# Statements of Cash Flows (continued)

For the Year Ended 31 December 2024

|                                                                                |       |             | Group       |             | Company     |
|--------------------------------------------------------------------------------|-------|-------------|-------------|-------------|-------------|
|                                                                                |       | 2024        | 2023        | 2024        | 2023        |
|                                                                                | Notes | €           | €           | €           | €           |
| Cash flows from investing activities                                           |       |             |             |             |             |
| Acquisition of plant and equipment                                             | 14    | (69,387)    | (99,925)    |             |             |
| Acquisition of intangible assets                                               | 16    | (2,443,280) | (2,173,598) | (173,299)   |             |
| Receipt of dividend                                                            |       |             |             | 9,000,000   |             |
| Interest income                                                                |       | 61,095      |             | 49,810      |             |
| Acquisition of equity securities                                               |       | (173,299)   |             |             |             |
| Net cash used in investing activities                                          |       | (2,624,871) | (2,273,523) | 8,876,511   |             |
| Cash flows from financing activities                                           |       |             |             |             |             |
| Principal element of lease payments                                            | 22    | (516,445)   | (500,367)   |             |             |
| Payments of borrowings                                                         |       |             | (3,922,980) |             | (92,194)    |
| Payment of dividend                                                            |       | (8,859,260) |             | (8,859,260) | (3,922,980) |
| Net cash used in financing activities                                          |       | (9,375,705) | (4,423,347) | (8,859,260) | (4,015,174) |
|                                                                                |       |             |             |             |             |
| Change in cash and cash equivalents<br>Cash and cash equivalent at beginning   |       | (1,086,990) | 3,484,492   | 2,922,591   | 168,927     |
| of year                                                                        |       | 5,931,356   | 2,446,864   | 249,692     | 80,765      |
| Effect of foreign exchange differences<br>on translation of foreign operations |       | (936)       |             |             |             |
|                                                                                |       |             |             |             |             |
| Cash and cash equivalents at end of                                            |       |             |             |             |             |
| year                                                                           | 13    | 4,843,430   | 5,931,356   | 3,172,283   | 249,692     |
|                                                                                |       |             |             |             |             |

The accompanying notes are an integral part of these financial statements.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### 1 Reporting entity

River Tech p.i.c (the "Company") is a public liability company domiciled and incorporated in Malta.

The consolidated financial statements of the Group as at and for the year ended 31 December 2024 comprise the Company and its subsidiaries (collectively referred to as the "Group" and individually "Group companies").

#### 2 Basis of preparation

#### Statement of compliance 2.1

These consolidated and separate financial statements have been prepared and presented in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Maltese Companies Act (Cap 386.) and in accordance with the requirements of the said Act.

#### Basis of measurement 2.2

These consolidated and separate financial statements have been prepared on the historical cost basis. The consolidated and separate financial statements are also prepared on the going concern basis, as explained below:

#### Going concern basis 2.2.1

As at 31 December 2024, the Group registered a profit before tax amounting to €6,753,573 (2023) €8,885,948) and the Company registered a profit before tax amounting to €7,457,303 (2023: €8,812,363). The surplus in equity of the Group stood at €11,159,031 (2023: €13,653,352), whereas that of the Company stood at €11,018,357 (2023: €12,400,835).

At 31 December 2024 and 2023, the Group comprised of the Parent Company, River Tech pic, its main operating subsidiary River Technologies Limited and a subsidiary River Technologies Poland Limited Sp. Z.o.o. (formerly known as Rzeka Technologies Limited Sp. Z.o.o.)

The directors are of the view that available funds will be sufficient to continue to meet the level of cash required to enable the Group and the Company to honour their various financial commitments, fund their own operations and continue to operate as a going concern. The directors therefore believe that it continues to be appropriate to adopt the going concern basis underlying the basis of preparation of the financial statements.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### ﮧ Basis of preparation (continued)

#### 2.3 Functional and presentation currency

These financial statements are presented in Euro (€), which is also the Company's functional currency.

#### 2.4 Use of judgements and estimates

In preparing these consolidated and separate financial statements, management has made judgements and estimates that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may diffier fromth ese estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

In preparing these consolidated and separate financial statements, management has made judgements and estimates that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

# 2.4.1 Critical accounting estimates and assumptions

Information about judgements, assumptions and estimation uncertainties at 31 December 2024 that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities in the next financial year is included in the following notes:

.

#### 2.4.2 Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group regularly reviews significant unobservable inputs and valuation adjustments. If third party information is used to measure fair values, then the Group assesses the evidence obtained from third parties to support the valuation in accordance with IFRSs as adopted by the EU. Significant valuation issues are reported to the Group's Board of Directors.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Basis of preparation (continued) ﮧ

#### Use of judgements and estimates (continued) 2.4

# 2.4.2

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- · Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as price) or indirectly (i.e. derived from prices).
- · Level 3: inputs for the asset or liability that are not based on observabie market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair values hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Fair values have been determined based on the following methods.

# 2.4.2.1 Non-derivative financial assets measured at amortised cost

The fair value of non-derivative financial assets measured at amortised cost is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. The carrying amount of cash and cash equivalents, trade and other receivables, long term deposit and the deferred consideration is a reasonable approximation of their fair value.

# 2.4.2.2 Non-derivative financial liabilities measured at amortised cost

The fair value of non-derivative financial liabilities measured at amortised cost is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. The carrying amounts of the trade and other payables and the loan payable are a reasonable approximation of fair value.

Where applicable, further information about the assumptions made in measuring fair values is included in the notes.

# 2.4.2.3 Lease liabilities

The lease liability is measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. This is deemed to be a reasonable approximation of fair value.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

The Group has consistently applied the following accounting policies to all periods presented in these financial statements. Certain comparative amounts have been reclassified to conform with the current year's presentation.

#### 3.1 Basis of consolidation

#### 3.1 1 Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meet the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assess whether the set of activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

The Group has an option to apply "a concentration test" that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The operations concertativent est is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed when incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

#### 3.1.2 Subsidiaries

Subsidiaries are entities controlled by the Group "controls" an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date that control ceases

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Foreign currency 3.2

#### Foreign currency transactions 3.2.1

Transactions in foreign currencies are translated to the respective functional currencies of Group companies at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated to the functional Monency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are earrency at the onerally a foreign currency are translated to the functional currency at the mcboned at Tall Value was determined. Non-monetary items that are measured based exchange cate in foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss.

#### Foreign operations 3.2.2

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising rne associated into Euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euro at the exchange rates at the dates of the transactions.

Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reciassified to profit or loss as part of the gain or loss on disposal. If the Group forcign operation is recation is retains control, then the relevant proportion of unspoces of partificated to NCl. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

#### 3.3 Revenue

Under IFRS 15, revenue is recognised when a customer obtains control of the goods or services and is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

# 3.3.1

The Group generates revenue through the offering of platform services and sub-leasing, as well as developing and delivering a range of proprietary products to its partners.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

# 3.3.2 Performance obligations identified and the recognition of revenue

Revenue is measured based on the consideration specified in the contract with a customer. As described above, the Group recognises revenue when it transfers control over a good or service to a customer

Information about the nature and timing of satisfaction of performance obligations in contracts with customers in relation to each revenue stream, including any significant payment terms, are as follows:

# 3.3.2.1 Provision of platform and software licensing

The Group earns revenue from the provision of platform and software licensing. The transaction price for such services is determined on a per-contract basis. It is recognised over time by anfoucer to the fixed fee charged which arises on a monthly basis.

# 3.3.2.2 Management fees and consultancy services

The Company earns management fee income from services it renders to its subsidiaries. Such services are deemed to comprise of a series of distinct services treated as a single performance obligation satisfied over time. Accordingly, revenue is recognised over the service period.

The Group earns consultancy services from services it renders to related parties. Such services are deemed to comprise of a series of distinct services treated as a single performance obligation satisfied over time. Revenue is recognized over the service period reference to the number of hours spent by the Group for the provision of such services.

#### 3.4 Employee benefits

#### 3.4.1 Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to rf flect the number of awards for which the related service and non-market performance conditions tre expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting of the For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions and there is no true-un for differences between expected and actual outcomes.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Finance income and costs ನ ಕ

The Group and the Company's finance income and finance costs include interest receivable and rno aroup alised and unrealised foreign exchange gains and losses, and unwinding of interest on payable, realised and unrealised foreign exchange gains and losses are recognised on a net basis. Interest income and interest expense is recognised using the effective interest method.

The 'effective interest rate' is the rate that exactly discounts estimate future cash payments on receipts through the expected life of the financial instruments to:

- the gross carrying amount of the financial asset; on
- the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross m odioanamount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised recognition) interest in only in the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

#### 3.6 Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to moons an an are it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

#### 3.6.1 Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. The amount of , an any and any ayable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates renacted or substantively enacted at the reporting date. Current tax also includes any tax arising on dividends. Current tax assets and liability are offset only if certain criteria are met.

#### Deferred tax 3.6.2

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

- temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
- · temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
- taxable temporary differences arising on the initial recognition of goodwill. க

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### 3.6 Income tax (continued)

#### 3.6.7 Deferred tax (continued)

Deferred tax assets are recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying annunts of its assets and liabilities.

Deferred tax assets and liabilities are offset only if certain criteria are met.

#### 3.7 Plant and equipment

#### 3.7.1 Recognition and measurement

ltems of plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related item of plant and equipment is capitalised as part of that equipment.

If significant parts of an item of plant and equipment have different useful lives, then they are accounted for as separate items (major components) of equipment. Any gain or loss on diciposal of an item of plant and equipment is recognised in profit or loss.

#### 3.7.2 Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Plant and equipment (continued) 3.7

#### 3.7.3 Depreciation

Depreciation is calculated to write off the cost of items of plant and equipment less their estimated Deptecation is calculated to with the method over their estimated useful lives, and is generally recognised in profit or loss.

The estimated useful lives of items of plant and equipment are as follows:

| Leasehold improvements | 3 years  |
|------------------------|----------|
| Furniture and fixtures | 10 years |
| Computer equipment     | 4 years  |

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

#### Intangible assets and goodwill 3.8

#### Recognition and measurement 38.1

Intangible assets that are acquired by the Group and have finite useful lives are measured at cost intangible assets that are accumulated impairment losses. Intangible assets comprise goodwill, platforms, brands, domain names, other IP rights and software.

#### Subsequent expenditure 3.8.2

Costs associated with maintaining these intangible assets are recognised as an expense when incurred. Development costs that are directly attributable to the design of identifiable and unique Incured. Development cost Group are recognised as intangible assets when the following criteria are met:

- it is technically feasible to complete the intangible asset so that it will be available for use;
- management intends to complete the intangible assets and use or sell it;
- · there is an ability to use or sell the intangible asset;
- · it can be demonstrated how the intangible asset will generate probable future economic benefits;
- benefits;
 adequate technical, financial and other resources to complete the development and use or sell the intangibles asset are available; and
- · the expenditure attributable to the intangible asset during its development can be reliably measured.

Directly attributable costs that are capitalised as part of these intangible assets include the development employee costs.

Other development expenditures that do not meet these criteria are recognised as an expense as Other development experience iously recognised as an expense are not recognised as an asset
incurred. Development costs previously recognised as an asset in a subsequent period.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Intangible assets and goodwill (continued) 3.8 -

#### 3.8.3 Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss.

| The estimated useful lives are as follows: |         |
|--------------------------------------------|---------|
| Brands, domains and IP rights              | 3 years |
| Computer software                          | 3 years |
| Platform                                   | 4 years |

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. For intangible assets that have an indefinite useful life, such assets are not amortised but tested annually for impairment.

#### 3.9 Financial instruments

IFRS 9 sets out requirements for recognising and measuring financial liabilities and some contracts to buy or sell non-financial items.

#### Recognition and initial measurement 3.9.1

Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at Fair Value Through Profit or Loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

# 3.9.2 Classification and subsequent measurement of financial assets and financial liabilities

On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value Through Other Comprehensive !ncome ("FVOCI") – debt investment; FVOCl – equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes
ite humines of the its business model for managing assets, in which case all affected financial assets are reclassified on the first reporting period following the change in the business model.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Financial instruments (continued) 3.9

# 3.9.2 Classification and subsequent measurement of financial assets and financial liabilities (Continued)

The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- . Tows, and
 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For financial assets at amortised cost, these assets are subsequently measured at amortised cost i of milling as a see at amortised cost is reduced by impairment losses. Interest using the enceive meet as and impairment are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

The Group and the Company's financial asset comprise cash and cash equivalents, trade and other receivables, and the deferred consideration.

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is r munitial hubmittee are and one of a beld-for-trading, it is a derivative or it is designated as such classifical recognition. Financial liabilities at FVTPL are measured at fair value and net gains and on millial recognised in Pharrest wanse, are recognised in profit or loss. Other financial liabilities are losses) measured at amortised cost using the effective interest method. Interest expense subsequently measured avs and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

The Group and the Company's financial liabilities at amortised cost comprise trade and other payables, and loans payable.

#### Derecognition 3.9.3

#### Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the rne Group derecogmises a www.fers the rights to receive the contractual cash flows in a transform hilancial asset expire, or it transfer and rewards of ownership of the financial asset are transferred in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

# 3

#### Financial instruments (continued) 3.9 -

#### 3. 9.3 Derecognition (continued)

# Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

#### 3.9.4 Compound financial instruments

Compound financial instruments issued by the Group comprise a convertible loan denominated in euro that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognised in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Impairment 3.10

#### Financial assets 3.10.1

The Group recognises loss allowances for Expected Credit Losses ("ECLs") on financial assets at amortised cost, namely trade and other receivables (including short term balances receivable from related undertakings) and cash at bank.

Under IFRS 9, loss allowances are measured on either of the following bases:

- 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months); and
- · lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

The Group measures for trade receivables without a significant financing component and contract assets at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both morntative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Group considers a financial asset to be in default when:

- . The Group connect is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
- the financial asset is more than 90 days past due.

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

# Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses are measured as the present Ecure of all cash shortfalls (i.e. the difference between the cash flows due to the entity in value of an eash one marract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. In the case of interest free financial assets, such as trade receivables, ECLs are not discounted.

# Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a ertrimental impact on the estimated future cash flows of the financial asset have occurred.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Impairment (continued) 3.10

# 3.10.1 Financial assets (continued)

Presentation of write-offs and allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Impairment losses related to trade and other receivables, including contract assets, are presented separately in the statement of profit or loss.

# 3.10.2 Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Cash Generating Units ("CGUs"). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time vice of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

# Notes to the Financial Statements

## For the Year Ended 31 December 2024

# 3

#### l eases २ ११

As a lessee

#### Identifying whether a contract contains a lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for is, or contains, a rouse in the consideration. To assess whether a contract conveys the right to a perfod of time in chanance of the Group uses the definition of a lease in IFRS 16 Leases.

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices.

## Recognition and measurement of a right-of-use asset

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any libblifty adjasted 107 and an estimate of costs to dismantle and remove the underlying asset intidult of est costs mour be site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the rne right of ass associated of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

# Recognition and measurement of a Lease liability

The lease liability is initially measured at the present value of the lease payments that are not paid rric lease nability is more of the interest rate implicit in the lease or, if that rate at the comment and advanced, the Group's incremental borrowing rate. The Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various rne Group decermines to makes certain adjustments to reflect the terms of the lease and type of the asset leased.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### 3.11 Leases (continued)

Lease payments included in the measurement of the lease liability comprise the following:

- · fixed payments, including in-substance fixed payments;
- · variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee; and
- · the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise, an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index on rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exerciser a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

# Presentation

The Group presents "Right-of-use assets" and "Lease liabilities" separately in the Statement of Financial Position.

# Short-term leases and leases of low-value assets

The Group has eiected not to recognise right-of-use assets and lease liabilities for leases of lowvalue assets and/or leases that have a lease term of 12 months or lease of lease of recognises the lease payments associated with these leases as an expense on a straight-ine basis over the lease term. As at reporting date, the Group had no similar lease contracts.

# As a lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 3

#### Leases (continued) 3.11

To classify each lease, the Group makes an overall assessment of whether the lease transfers 10 classily cadily case, and rewards incidental to ownership of the underlying asset. If this is substantally an or the fishs and refreiras is not, then it is an operating lease. As part of this the case, their the foube to tain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the when the Group is an intermediate lesser, it assesses with reference to the right Sub-lease separately it assesse arease, not with reference to the underlying asset. If a head lease or use usee anishing from the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other income'.

#### Fair value measurement 3.12

'Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in ordely transactor between market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

The determination of fair value for financial assets and liabilities for which there is no observable The determination of full value for manala as described in note 23. For financial indiver price requires '675 - 175 - 175 - 110 - 11th - 11 - 11 - 11 - 11 - 11 - 11 - 11 - 11 - 11 - 11 - 11 - 11 - 11 instratines that that trade the reflecting observable market data depending on liquidity, concentration, and requires assumptions and other risks affecting the specific instrument.

Observable inputs reflect market data obtained from independent sources, while unobservable Observable inputs market assumptions. Preference is given to observable inputs.

The best evidence of the fair value of a financial instrument on initial recognition is normally the trie best chacked of the fair value of the consideration given or received. If the Group the fair price - - ner one on initial recognition differs from the transaction price and the fair detenmined that the fair value on mean as active market for an identical asset or liability non value is evidence helther by a quest which any unobservable inputs are judged to be insignificant in a valuation reluc based on a viluation countique for the financial instrument is initially measured at fair value, relation to the measurement the fair value on initial recognition and the transaction adjusted to defer the unrerference is recognised in profit or loss on an appropriate basis over the price: Subsequency) that and later than when the valuation is wholly supported by observable market data or the transaction is closed.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 4 New standards or amendments for current financial year and forthcoming requirements

Standards, interpretations and amendments to published standards effective in 2024

In 2024, the Company adopted new standards, amendments and interpretations to existing standards that are mandatory for the Company's accounting period beginning on 1 January 2024. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes to the Company's accounting policies impacting the Company's financial performance and position, other than as described below.

# Standards, interpretations and amendments to published standards that are not yet adopted

Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements, that are mandatory for the Company's accounting periods beginning after 1 January 2024. The Company has not early adopted these revisions to the requirements of the United y 2024. The Company has not early adopted by the company's directors are of the opinion that there are no requirements that will have possible significant impact on the Company's financial statements in the period of initial application.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Operating segments 5

Operating segments are based on the reports reviewed by the CEO of the Group which are in turn forwarded for review to the Board of Directors of the Company.

The Board of Directors considers the Group to be made up of one segment, that is provisioning of rife Buard of Directors considers the ersultancy services. All the Group's revenue Software Support Services and ulso engaging in Career Some other companies forming part of the Group.

#### 6 Revenue

#### Revenue streams 6.1

The Group in the main generated revenue through the following activities:

- · Software support services such as: licensing of a remote gaming software, IT support and infrastructure support services;
- · Management and consultancy services.

| Group                                                                                                  | 2024<br>€                        | 2023<br>ಕ್                        |
|--------------------------------------------------------------------------------------------------------|----------------------------------|-----------------------------------|
| Revenue streams<br>Software support services<br>Consultancy services<br>Maintenance & Support services | 8,400,600<br>6,150,000<br>80.000 | 8,407,296<br>6,800,000<br>170,000 |
|                                                                                                        | 14,630,600                       | 15,377,296                        |

# Company

The Company earned management fee income from its subsidiaries amounting to €360,000 in 2024 (2023: 360,000).

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### 6 Revenue (continued)

# 6.2

In the following table, revenue is disaggregated by timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group's major product and service lines, which are its reportable segments (see note 5).

| 31 December 2024                                                                                     | Total<br>€                                                     |
|------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|
| Major product/services<br>Software support services<br>Consultancy services<br>Maintenance & support | 8,400,600<br>6,150,000<br>80,000                               |
|                                                                                                      | 14,630,600                                                     |
| Timing of revenue recognition<br>Transferred over time                                               | 14,630,600<br>Man Amad Alma, band proge some some mass and any |
| 31 December 2023                                                                                     | €                                                              |
| Major product/services<br>Software support services<br>Consultancy services<br>Maintenance & support | 8,407,296<br>6,800,000<br>170,000<br>15,377,296                |
| Timing of revenue recognition<br>Transferred over time                                               | 15,377,296                                                     |

#### 6.3 Contract balances

As at 31 December 2024 and 2023, the Group did not have any contract assets as the Group's rights to consideration for satisfied performance obligations was fully completed and billed in full by the reporting date. At 31 December 2024 and 2023, the Group did not have any contract liabilities from a customer in relation to support services for which revenue is recognized over time.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Net finance income/(cost) 7

|                                               | Group     |           | Company |           |
|-----------------------------------------------|-----------|-----------|---------|-----------|
|                                               | 2024      | 2023      | 2024    | 2023      |
|                                               | €         | €         | €       | €         |
| Finance income                                |           |           | 61,095  |           |
| Interest income                               | 61,095    |           |         | 251,678   |
| Interest income from<br>group<br>undertakings |           |           | 49,810  |           |
|                                               |           |           |         |           |
|                                               | 61,095    |           | 110,905 | 251,678   |
|                                               |           |           |         |           |
| Finance costs                                 |           | (88,819)  |         | (88,819)  |
| Interest on convertible loan                  |           |           |         | (74,613)  |
| Interest on lease liability                   | (109,019) | (141,033) |         |           |
|                                               | (109,019) | (229,852) |         | (163,432) |
| Net finance income/(cost)                     | (47,924)  | (229,852) | 110,905 | 88,246    |
|                                               |           |           |         |           |

# 8

8.1 follows:

|                         | Group                                                                                                     |                                                  |         | Company                                                                                                                                                                        |  |
|-------------------------|-----------------------------------------------------------------------------------------------------------|--------------------------------------------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|                         | 2024                                                                                                      | 2023                                             | 2024    | 2023                                                                                                                                                                           |  |
|                         | ਵ                                                                                                         | ಕ                                                | €       | ಕ                                                                                                                                                                              |  |
| Directors' remuneration | 291,966                                                                                                   | 91,268                                           | 291,966 | 91,268                                                                                                                                                                         |  |
|                         | and and house mans and seen arous super hand beach<br>Annual house seen pares programmed M.A.A.A.A.A.A.A. | and Annual Acade many arrest from book hand seen |         | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 8

8.2 follows:

|                                                              | Group       |             | Company |         |
|--------------------------------------------------------------|-------------|-------------|---------|---------|
|                                                              | 2024        | 2023        | 2024    | 2023    |
|                                                              | 6           | the         | 117     | €       |
| Wages and salaries                                           | 4,659,071   | 4,463,822   | 373,029 |         |
| Social security contribution                                 | 216,019     | 195,708     | 24,444  | 440,788 |
| Bonus costs                                                  | 152,854     | 153,345     |         | 23,960  |
| Other costs                                                  | 125,038     | 179,987     | 17,000  | 19,045  |
| Amount recharged to related<br>parties                       | (297,444)   | (245,064)   | 5,678   | 26,834  |
| Capitalisation of wages and<br>salaries to intangible assets | (2,113,279) | (2,173,598) |         |         |
|                                                              |             |             |         |         |
| Personnel expenses                                           | 2,742,259   | 2,574,200   | 420,151 | 510,627 |
| Director's remuneration                                      |             |             |         |         |
| and personnel expense                                        | 3,034,225   | 2,665,468   | 712,117 | 601,895 |
|                                                              |             |             |         |         |

8.3

|                               | Group       |             | Company     |             |
|-------------------------------|-------------|-------------|-------------|-------------|
|                               | 2024<br>No. | 2023<br>No. | 2024<br>No. | 2023<br>No, |
| Management and administration | 13          | 13          | 7           | 8           |
| Operating                     | દિર         | દિવે        | 1           |             |
|                               |             |             |             |             |
|                               | 78          | 78          | 7           | 8           |
|                               |             |             |             |             |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### 9 Other (expense)/income

9.1

|                                             | Group     |         |   | Company   |           |
|---------------------------------------------|-----------|---------|---|-----------|-----------|
|                                             | 2024      | 2023    |   | 2024      | 2023      |
|                                             | €         | 11      | を |           | €         |
| Other income                                | 25,000    | 51,745  |   | 25,000    | 283,500   |
| Net realised exchange (loss)/gain           | (34,522)  | 213     |   | (13,926)  | 47,439    |
| Net unrealised exchange gain/{{oss)         | 2,668     | (460)   |   |           |           |
| Gain on modification of lease               |           | 175,202 |   |           | 175,202   |
| agreement<br>Dividend income                |           |         |   | 8,000,000 | 9,000,000 |
| Movement in provision for doubtful<br>debts | (432,403) | (2,044) |   | (432,403) |           |
| Bad debts written off                       | 429,934   |         |   | 429,934   |           |
|                                             |           |         |   |           |           |
|                                             | (9,323)   | 224,656 |   | 8,008,605 | 9,506,141 |
|                                             |           |         |   |           |           |

# 10

10.1 The result from operating activities is stated after charging professional expenses:

|                        | Group  |        |        | Company |  |
|------------------------|--------|--------|--------|---------|--|
|                        | 2024   | 2023   | 2024   | 2023    |  |
|                        | €      | ﻬﺎ     | €      | ಕ್      |  |
| Auditors' remuneration | 71,000 | 71,000 | 42,000 | 33,500  |  |
| Tax services           | 17,180 | 12,000 | 17,180 | 12,000  |  |
|                        | 88,180 | 83,000 | 59,180 | 45,500  |  |
|                        |        |        |        |         |  |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### 11 Taxes

#### 11.1 Tax recognised in profit or loss

|                                                                                 |      |           | Group     |         | Company  |  |
|---------------------------------------------------------------------------------|------|-----------|-----------|---------|----------|--|
|                                                                                 | Note | 2024      | 2023      | 2024    | 2023     |  |
| Current tax expense                                                             |      | દ્        | ್         | €       | ત્યન     |  |
| Income tax expense for the year                                                 |      | (303,844) | (496,076) | (7,935) |          |  |
| Deferred taxation<br>Movement for the year<br>Deferred tax surrendered to group |      | (83,854)  | 29,539    | 27,414  | (16,493) |  |
| companies                                                                       |      |           |           |         | (24,155) |  |
| Income tax (expense)/credit for the                                             |      |           |           |         |          |  |
| year                                                                            |      | (387,698) | (466,537) | 19,479  | (40,648) |  |
|                                                                                 |      |           |           |         |          |  |

# 11.2

During the course of the financial year ended 31 December 2021, the Company being the Parent company of River Tech Group, has registered a fiscal unit in accordance with LN 110/2019 - The Consolidated Group (Income Tax) Rules (the "Rules"), which is applicable for the submission of the tax filings in respect of taxation arising on the chargeable income / (loss) of the fiscally of the financial years ended on or after 31 December 2019.

The Company, as the Principal taxpayer, is required to prepare fiscal unit consolidated audited financial statements and is responsible for the payment of all tax dues of the fiscal unit (comprising the Company and a number of subsidiaries within the River Tech Group) in accordance with the Rules and with the Guidelines in relation to L.N 110 of 2019 as issued by the Commissioner for Revenue (the "Guidelines"). The Company, being eligible to form part of this fiscal unit, hand been registered to form part of this fiscal unit for tax purposes with effect from financial years ending on or after 31 December 2021. In the light of the above, a fiscal unit's Prim informal taxpayer assumes the rights, duties and obligations arising under the Income Tax Act relative to that fiscal tax unit. In the event that a Principal taxpayer defaults on payments of the fiscal unit's tax liability, all members of that fiscal unit are jointly and severally liable towards the settlement of such amounts due to the Commissioner for Revenue,

As a result of the above application, the income tax expense for the current and comparative financial year have been computed by applying the effective tax rate of 5% applicable to the fiscal unit on the chargeable income for the year determined by deducting from the standard tax rate fr 35%, that resulting from dividing the total amounts claimable by all members of the fisc of the chargeable income of the fiscal unit. In the absence of different sources of income, the same tax rate has also been applied to any deferred taxation arising.

During 2021, the standalone approach allowed under the fiscal unit consolidation guidance was applied whilst in 2021 the consolidated approach was followed.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Taxes (continued) 11

11.3 The tax credit/(expense) for the year and the result of the accounting profit/(loss) multiplied by the tax rate applicable in Malta, are reconciled as follows:

|                                                                                                                                                                            | Group               |           | Company            |                    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|-----------|--------------------|--------------------|
|                                                                                                                                                                            | 2024                | 2023      | 2024               | 2023               |
|                                                                                                                                                                            | 10                  | €         | (2)                | 6                  |
| Profit / (loss) before tax                                                                                                                                                 | 6,753,573           | 8,885,948 | 7,457,303          | 8,812,363          |
| Income tax using applicable income tax rate<br>- 5%<br>Adjustment to tax in prior period                                                                                   | (337,679)           | (444,297) | (372,865)          | (440,618)          |
| Tax effect of:<br>Dividend not subject to further tax<br>Non-allowable expenses                                                                                            | (40,541)            | 4,196     | 400,000<br>(128)   | 450,000<br>(7,371) |
| Adjustment to deferred tax of prior<br>periods                                                                                                                             |                     | 14,287    |                    | (30,876)           |
| Overprovision in unrecognised deterred<br>tax in prior year                                                                                                                | (106)               |           | (106)              |                    |
| Overprovision in prior year                                                                                                                                                | 8,130<br>438        | 413       |                    | 12,372             |
| Rent maintenance allowance<br>Deferred tax surrendered to Group<br>Income subjected to different rate<br>Movement in unrecognised deferred tax<br>Movement in deferred tax | (15,808)<br>(2,132) | (41,136)  | (5,290)<br>(2,132) | (24,155)           |
| Income tax (expense)/credit                                                                                                                                                | (387,698)           | (466,537) | 19,479             | (40,648)           |

#### 11.4 Deferred tax

The movement in deferred tax account is as follows:

|                                                                                          | Group     |           | ﻛﻮﺭﺍﻟﻠﯩﺮﯨﻘﻰ ﺋ |          |
|------------------------------------------------------------------------------------------|-----------|-----------|---------------|----------|
|                                                                                          | 2024      | 2023      | 2024          | 2023     |
|                                                                                          | ਵ         | (1)       | €             | €        |
| Year ended 31 December<br>At the beginning of the year<br>(Credited)/Debit to the income | (107,462) | (137,001) | 13,218        | 53,866   |
| statement                                                                                | (83,854)  | 29,539    | 27,414        | (40,648) |
| Other movements                                                                          | (16,120)  |           |               |          |
|                                                                                          | (207,436) | (107,462) | 40,632        | 13,218   |
| The balance at 31 December<br>represents:                                                |           |           |               |          |
| Temporary differences arising on:                                                        | (237,053) | 18,950    | 11,015        | 13,218   |
| Property, plant and equipment<br>Intangible assets                                       |           | (135,976) |               |          |
| Capital allowances                                                                       | -         | 9,554     |               |          |
| Right of use asset                                                                       |           | 81,641    |               |          |
| Lease liability                                                                          | -         | (76,876)  |               |          |
| Unrealised exchange gains or losses<br>Trading losses                                    | 29,617    | (4,765)   | 29,617        |          |
| Income tax (expense) / credit                                                            | (207,436) | (107,462) | 40,632        | 13,218   |
|                                                                                          |           |           |               |          |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### 11 Taxes (continued)

#### 11.4 Deferred tax (continued)

Following the formation of the fiscal unit, the Company has become the principal tax payer and has assumed all unabsorbed tax losses, and unabsorbed capital allowances perfaining to the fiscal unit. On the basis of the temporary differences that are expected to be utilised in the foreseeable future, a deferred tax asset amounting to €40,632 has been recognised by the Company in these financial statements.

As at 31 December 2024, the Group and Company had deferred tax asset of €26,287 (2023: €24,155) arising from capital allowances that were not recognised in these financial statements,

#### 12 Trade and other receivables

#### 12.1

|                                  | Note | Group     |           | Company   |            |
|----------------------------------|------|-----------|-----------|-----------|------------|
|                                  |      | 2024      | 2023      | 2024      | 2023       |
|                                  |      | €         | ਵ         | ह         | ಳು         |
| Current                          |      |           |           |           |            |
| Trade receivables                |      | 1,938,810 | 3,092,536 | 1,271     | 3,316      |
| Loans receivable from subsidiary | 12.2 |           |           |           | 1,224,515  |
| Amounts due from subsidiary      | 12.3 |           |           | 8,585,617 |            |
| Amounts due from other related   |      |           |           |           | 11,576,767 |
| undertakings                     | 12.3 | 454,194   | 60,720    |           |            |
| Other receivables                |      | 26,140    | 5,903     | 8,198     |            |
| Prepayments                      |      | 91,540    | 79,232    |           |            |
|                                  |      |           |           | 21,661    | 23,356     |
|                                  |      | 2,510,684 |           |           |            |
|                                  |      |           | 3,238,391 | 8,616,747 | 12,827,954 |
|                                  |      |           |           |           |            |

- 12.2 (EUR nil) (2023: GBP 1,149,298, EUR 1,322,393). The loan was fully repaid upon maturity by July 2024.
- 12.3 Amounts due from subsidiary and other related undertakings for the Group and the Company are unsecured, interest free and repayable on demand.
- 12.4 Trade receivables include a balance of €454,194 from MSIPAY Limited, where Luke Ciantar serves as a director in a passive capacity. He has no influence, control, or involvement in strategic decisions, and therefore MSIPAY Limited is not considered a related party under IACS 24.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Cash and cash equivalents 13

## 13.1

|                           | Group     |           | Company   |            |
|---------------------------|-----------|-----------|-----------|------------|
|                           | 2024<br>€ | 2023<br>€ | 2024<br>€ | 2023<br>ﻧﺪ |
| Cash at bank and in hand  | 4.843.430 | 5,931,356 | 3,172,283 | 249,692    |
| Cash and cash equivalents | 4,843,430 | 5,931,356 | 3,172,283 | 249,692    |

# 14 Property, plant and equipment

# 14.1

|                                                                        | Furniture and<br>fixtures<br>€ | Computer<br>equipment<br>€ | Leasehold<br>improvements<br>€ | Total<br>€        |
|------------------------------------------------------------------------|--------------------------------|----------------------------|--------------------------------|-------------------|
| Cost<br>Balance at 1 January 2023<br>Additions                         | 14,696<br>21,593               | 217,865<br>78,332          | 441,592                        | 674,153<br>99,925 |
| Balance at 31 December 2023                                            | 36,289                         | 296,197                    | 441,592                        | 774,078           |
| Balance at 1 January 2024<br>Additions                                 | 36,289<br>7,128                | 296,197<br>62,259          | 441,592                        | 774,078<br>69,387 |
| Balance at 31 December 2024                                            | 43,417                         | 358,456                    | 441,592                        | 843,465           |
| Depreciation<br>Balance at 1 January 2023<br>Depreciation for the year | 4,194<br>3,629                 | 136,793<br>56,532          | 441,592                        | 582,579<br>60,161 |
| Balance at 31 December 2023                                            | 7.823                          | 193,325                    | 441,592                        | 642,740           |
| Balance at 1 January 2024<br>Depreciation for the year                 | 7,823<br>4,342                 | 193,325<br>69,645          | 441,592                        | 642,740<br>73,987 |
| Balance at 31 December 2024                                            | 12,165                         | 262,970                    | 441,592                        | 716,727           |
| Carrying amounts<br>At 31 December 2023                                | 28,466                         | 102,872                    |                                | 131,338           |
| At 31 December 2024                                                    | 31,252                         | 95,485                     |                                | 126,738           |
|                                                                        |                                |                            |                                |                   |

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

# 14

# 14.2 Company

|                                                                        | Furniture and<br>fixtures | Computer<br>equipment | Leasehold<br>improvements | Total             |
|------------------------------------------------------------------------|---------------------------|-----------------------|---------------------------|-------------------|
| Cost                                                                   | €                         | €                     | を                         | €                 |
| Balance at 1 January 2023                                              | 6,997                     | 11,239                | 441,593                   | 459,829           |
| Balance at 31 December 2023                                            | 6,997                     | 11,239                | 441,593                   | 459,829           |
| Balance at 1 January 2024                                              | 6,997                     | 11,239                | 441,593                   | 459,829           |
| Balance at 31 December 2024                                            | 6,997                     | 11,239                | 441,593                   | 459,829           |
| Depreciation<br>Balance at 1 January 2023<br>Depreciation for the year | 2,699<br>ਦਰੋਰੇ            | 11,239                | 441,593                   | 455,531<br>ಲ್ಲೂಕಿ |
| Balance at 31 December 2023                                            | 3,398                     | 11,239                | 441,593                   | 456,230           |
| Balance at 1 January 2024<br>Depreciation for the year                 | 3,398<br>700              | 11,239                | 441,593                   | 456,230<br>700    |
| Balance at 31 December 2024                                            | 4,098                     | 11,239                | 441,593                   | 456,930           |
| Carrying amounts                                                       |                           |                       |                           |                   |
| At 31 December 2023                                                    | 3,599                     |                       |                           | 3.599             |
| At 31 December 2024                                                    | 2,899                     |                       |                           | 2,899             |
|                                                                        |                           |                       |                           |                   |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Right-of-use assets 15

15.1 The statement of financial position reflects the following assets relating to leases:

|                           | Group                                                                                                 |                                                       | Company |      |
|---------------------------|-------------------------------------------------------------------------------------------------------|-------------------------------------------------------|---------|------|
|                           | 2024                                                                                                  | 2023                                                  | 2024    | 2023 |
|                           | €                                                                                                     | €                                                     | €       | ル    |
| Properties                | 1,118,990                                                                                             | 1,632,822                                             |         |      |
|                           | the sup any dedi-AAA pics are any any any any any any and sud for                                     |                                                       |         |      |
| Total right-of-use assets | 1,118,990                                                                                             | 1,632,822                                             |         |      |
|                           | purp there seems many some them them stills.<br>proof symol stone sames same works would house double | AAAN ARMA EXTER EVEN UNIT BARR BARRE BARRE WHEN BOYTE |         |      |

15.2

|                           |           | Group       | Company |             |
|---------------------------|-----------|-------------|---------|-------------|
|                           | 2024      | 2023        | 2024    | 2023        |
|                           | E         | ર્દ         | 金       | ಳು          |
|                           | 1,632,822 | 1,979,523   |         | 1,979,523   |
| As at 1 January           | 53,264    | 1,904,959   |         |             |
| Additions                 |           | (1,732,083) | -       | (1,732,083) |
| Disposals<br>Depreciation | (567,096) | (519,577)   | -       | (247,440)   |
|                           |           |             |         |             |
| As at 31 December         | 1,118,990 | 1,632,822   |         |             |
|                           |           |             |         |             |

Effective 1 July 2023, the Company terminated the lease which resulted in derecognition of right of use Ellective I July 2023, the Company certification of €1,907,285, giving rise to a gain of €175,202 recognised in profit or loss.

For the year ended 31 December 2024, the Company entered into sublease agreements with third-party. For the year ended 51 December 2021, at 66th, the agreements are for apriod on the enteres in a period
 companies for the sublease of a portion of office space located as inc companies for the sublease of a portion of one of one and sublems income during
 of one (1) year with the commencement date being 1 and 1 and particel of off (2) year with the commenteen as a sing which €47,256 are from related parties)

# 15.3

|                                                 |           | Group     | Company |           |
|-------------------------------------------------|-----------|-----------|---------|-----------|
|                                                 | 2024      | 2023      | 2024    | 2023      |
|                                                 | ਵ         | ಕ         | €       | €         |
| Depreciation charge of Right-of-                | (567,096) | (519,577) |         | (247,440) |
| use assets<br>Gain on disposal of lease         |           | 175,202   |         | 175,202   |
| Interest expense (included in<br>finance costs) | (109,019) | (141,033) |         | (74,613)  |
|                                                 | (676,115) | (485,408) |         | (146,851) |
|                                                 |           |           |         |           |

Notes to the Financial Statements

For the Year Ended 31 December 2024

# 16

16.1 Group

|                                                                      |                                                                                                                                                                                              | Brand and domain |                            |                                                                                                                                                                                             | Assets under                                                                               |                                                                                                                                                                                                                                                              |
|----------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                      | Goodwill                                                                                                                                                                                     | IP rights<br>and | software<br>Computer       | Platform                                                                                                                                                                                    | construction                                                                               |                                                                                                                                                                                                                                                              |
|                                                                      |                                                                                                                                                                                              |                  |                            | 3                                                                                                                                                                                           |                                                                                            | Total                                                                                                                                                                                                                                                        |
| Balance at 1 January 2023<br>Capitalisation of salaries              | 12,306,004                                                                                                                                                                                   | 3,809,926        | 780,044                    | 2,173,598<br>6,920,457                                                                                                                                                                      |                                                                                            | 2,173,598<br>23,816,431                                                                                                                                                                                                                                      |
| Balance at 31 December 2023                                          | 12,306,004<br>on and and any and the like the first the first and and the summer one one                                                                                                     | 3,809,926        | 780,044<br>ーーーーーーーーーーーーーーー | 9,094,055                                                                                                                                                                                   | and the first for the same and see and commend of the comments of the                      | 25,990,029<br>------------------------------------------------------------------------------------------------------------------------------------------------------------------------------<br>and and and and and 14th former was and see and see and seen |
| Balance at 1 January 2024<br>Capitalisation of salaries<br>Additions | 12,306,004                                                                                                                                                                                   | 3,809,926        | 780,044                    | 2,113,280<br>9,094,055                                                                                                                                                                      |                                                                                            | 25,990,029<br>2,113,280                                                                                                                                                                                                                                      |
| Balance at 31 December 2024                                          | 12,306,004<br>------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 3,809,926        | 780,044                    | 11,207,335<br>A P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P | 330,000<br>to the spare that and some and see case the seen and seen and seen and seen and | 330,000<br>330,000 28,433,309<br>BER, State And Anto Arth Anne Facts and State State Same Ann, Mich Ally Ways                                                                                                                                                |

Notes to the Financial Statements

For the Year Ended 31 December 2024

# 16 Intangible assets and goodwill (continued)

16.1 Group (continued)

|                                                                                      |                                                                                                                                                                                | Brand and domain                                                                                                                                                               |                                                                                                                                                                                         |                                                                                                                                                                                             | Assets under<br>construction                                                                                                                                                              |                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                      | Goodwill                                                                                                                                                                       | IP rights<br>and                                                                                                                                                               | software<br>Computer                                                                                                                                                                    | Platform<br>દ                                                                                                                                                                               |                                                                                                                                                                                           | Total<br>ਵ                                                                                                                                                                                  |
| Amortisation and impairment loss<br>Balance at 1 January 2023<br>Charge for the year | 2,306,004                                                                                                                                                                      | 3,809,926                                                                                                                                                                      | 776,925<br>1,560                                                                                                                                                                        | 2,061,229<br>1.728,617                                                                                                                                                                      |                                                                                                                                                                                           | 2,062,789<br>18,621,472                                                                                                                                                                     |
| Balance at 31 December 2023                                                          | 12,306,004                                                                                                                                                                     | 3,809,926                                                                                                                                                                      | 778,485                                                                                                                                                                                 | 3,789,846                                                                                                                                                                                   |                                                                                                                                                                                           | 20,684,261                                                                                                                                                                                  |
| Balance at 1 January 2024<br>Charge for the year                                     | 12,306,004                                                                                                                                                                     | 3,809,926                                                                                                                                                                      | 778,485<br>1,559                                                                                                                                                                        | 3,789,846<br>2,801,834<br>a from the may been and seen and seen and seen and war and with the has                                                                                           |                                                                                                                                                                                           | 20,684,261<br>2,803,393                                                                                                                                                                     |
| Balance at 31 December 2024                                                          | 12,306,004                                                                                                                                                                     | 3,809,926                                                                                                                                                                      | 780,044                                                                                                                                                                                 | 6,591,680                                                                                                                                                                                   |                                                                                                                                                                                           | 23,487,654                                                                                                                                                                                  |
| At 31 December 2023<br>Carrying amount                                               | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |                                                                                                                                                                                | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------<br>1,559 | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------<br>5,304,209 | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------<br>330,000 | 5,305,768<br>드 코드 프 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =   |
| At 31 December 2024                                                                  | and work and see and seen and and seen mind and seen                                                                                                                           | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | anner and anner and former and the more and come and anner and the many world                                                                                                           | top and first come and were was week spiel come and<br>4,615,655                                                                                                                            | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------            | 4,945,655<br>------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |

45

. . . . .

이 이 지방 이상 이 가 나는 이

. . . . . . .

man and the comments of the comments of

and the comments of the comments of the contribution

Notes to the Financial Statements

For the Year Ended 31 December 2024

# 16

16.2 Company

|                                  | Brand and domain<br>and                                                                                                                                                                     |                                                                                                                                                                                |                                                                                                                                                                               |
|----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  | IP rīghts                                                                                                                                                                                   | Computer<br>software                                                                                                                                                           | Total                                                                                                                                                                         |
| Cost                             | 3                                                                                                                                                                                           | ਵ                                                                                                                                                                              | ਹੈ                                                                                                                                                                            |
| Balance at 1 January 2024        | 1,363,677                                                                                                                                                                                   | 323,821                                                                                                                                                                        | 1,687,198                                                                                                                                                                     |
| Balance at 31 December 2024      | 1,363,677<br>------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 323,821<br>--------------------------------------------------------------------------------------                                                                              | 1,687,498<br>and the property and seen and see and see and sense and see and                                                                                                  |
|                                  |                                                                                                                                                                                             |                                                                                                                                                                                |                                                                                                                                                                               |
| Amortisation and impairment loss |                                                                                                                                                                                             |                                                                                                                                                                                |                                                                                                                                                                               |
| Balance at 1 January 2024        | 1,363,677                                                                                                                                                                                   | 323,821                                                                                                                                                                        | 1,687,498                                                                                                                                                                     |
| Balance at 31 December 2024      | 1,363,677<br>ーナートーーーーーーーーーナナー                                                                                                                                                               | 323,821                                                                                                                                                                        | 1,687,498<br>ar and the man and the full and any and and was were was and                                                                                                     |
| Carrying amount                  |                                                                                                                                                                                             | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | A B A F A F A B A B A B A B A B A B A B A B A B A B A B A B A B A B A B A B A B A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A F A |
| At 31 December 2023              |                                                                                                                                                                                             |                                                                                                                                                                                |                                                                                                                                                                               |
| At 31 December 2024              | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------              | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | with and the stime coup rear asses and seem and seem and sease                                                                                                                |

============

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

트렌드트로드 프로그램 프

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 16

#### Additions, disposals and depreciation 16.3

Additions to the platform are based on hours spent by specialised employees enhancing the asset. Addrests to the players with the functionality and the future generation of new revenue streams Errores and measured by management using software that track hours by employee and base on specific tasks that would have been pre-approved by the CTO.

The platform is amortised over a four-year period and any sections of the platform that are no longer contributing to the asset or that have been replaced are impaired or disposed.

#### Impairment testing of CGUs 16.4

The recoverable amount of this CGU was based on its value in use, determined by discounting the fire recoverable annount of the continuing use of the CGU. It was concluded that the estimated recoverable amount of the CGU exceeded its carrying amount. The key assumptions used in the estimation of value in use were as follows:

| 31 December 2024                     |              |
|--------------------------------------|--------------|
| Pre-tax discount rate                | 20%          |
| Year 1 budgeted gross profit         | 7.98 million |
| Years 2-10 profit annual growth rate | ದ ಲೇ         |

The discount rate was a pre-tax measure based on the EUR risk free rate and risk premiums to reflect i r no are and risk of investing in equities generally and the systematic risk of the specific CGU.

The discounted cash flow model included two years of budgeted profit, extrapolated at the me "disobarted" date" // blog the restimated by management. Budgeted profit was based on expected long verm annual of account present internal transfer pricing at market rates and external revenues.

A number of downside sensitivity scenarios were considered including changes to projected cash A hamber of a discount rate underlying the impairment assessment. The recoverable amount of h is CGU is well in excess of the carrying amount, under the downside scenarios sensitised.

# 16.4.1 Key assumptions and sources of estimation uncertainty

Key judgements and assumptions concerning the future and other key sources of estimation ne, Jaagoments ...
uncertainty which materially impairment assessment at the reporting date, include ancertains, which havenue in the coming years, and the execution risk associated with the attainment of the projected capabilities by the Group. The directors are satisfied that the uttannients made are appropriate to the circumstances but, as with all projections relating to judgements, made are apply.
future events, there is a degree of uncertainty inherent in the figures and, it is possible, based on ruture events , there is a abbrool results may differ from assumptions. Sustained variations from expectation would have a material impact on the impairment assessment, and hence, the carrying expecturion would have a nated on the stated on the statement of financial position at 31 December 2024. The directors believe that the amount of cash flows that the Group will continue to generate will be sufficient to support the carrying amount of the intangible assets.

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

#### 17 Investments

#### 17.1 Investments in subsidiaries

At reporting date, the Company held directly or indirectly the following investment in subsidiaries:

|                                                           | Registered<br>office | Interest of the Group |      | Nature of<br>business         |  |
|-----------------------------------------------------------|----------------------|-----------------------|------|-------------------------------|--|
|                                                           |                      | 2024                  | 2023 |                               |  |
|                                                           |                      | 0%                    | %    |                               |  |
| Investment in subsidiaries held directly by the Company   |                      |                       |      |                               |  |
| River UK Casino Limited                                   | Malta                |                       |      | Dormant                       |  |
| River Game Operations Limited                             | Malta                |                       |      | Dormant                       |  |
| River Technologies Limited                                | Malta                | 100                   | 100  | Software solution<br>services |  |
| Investment in subsidiaries held indirectly by the Company |                      |                       |      |                               |  |
| River Technologies Poland<br>limitad Sn 700               | Poland               | 100                   | 100  | Support entity                |  |

River UK Casino Limited and River Game Operations Limited have been merged into the parent company, River Tech plc effective 1 January 2023. The investment in these two subsidiaries have been fully impaired since 2021. Refer to note 17.1.1.

# Company

|                                 | 2024<br>€                                                                                                      | 2023<br>ಕ್ |
|---------------------------------|----------------------------------------------------------------------------------------------------------------|------------|
| As at 1 January and 31 December | 1,200                                                                                                          | 1,200      |
|                                 | four reply street seen more man hand finned former works<br>MAAN Bullets and party getty with more cases alled |            |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Investments (continued) 17

#### Investments in subsidiaries (continued) 17.1

#### 17.1.1 Merger of subsidiaries

On 27 September 2023, River Tech p.l.c ("Acquiring Company") entered into a Draft Terms of On 27 September 2020, Mr. Fourted and River Game Operations Limited ("Companies being McGer With hereby it was expressed that the Acquiring Company and the Companies being Acquired ); whereasy no was and with the provisions of Article 358 of the Companies Acquired shall be thruigence of this merger, the Acquiring Company shall succeed Acc (Gap) (the 1100) (the 110 ) (the Companies being Acquired and the latter shall be dissolved without having to be wound up.

On 27 September 2023, the directors of the Acquiring Company and the Companies being Acquired On 27 September 2020, the Merger for registration and publication in terms of Article 358(3)(a) of Al denvered the Brate remary 2024. For the purpose of Article 353(2) of the the Act. The registration was are on 1 January 2023, on which date the Companies being Acquired Ace, the merger became of the merger provided that the transactions of the Companies being ecasod to exist. "The terms on the entire those of the Acquiring Company as from 1 January 2023.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed as at 1 January 2023 were as follows:

At 1 January 2023

| Trade and other receivables | 397,549   |
|-----------------------------|-----------|
| Cash and cash equivaients   | 43,336    |
| Accumulated losses          | (420,469) |
| Trade and other payables    | (20,415)  |
|                             |           |

# 17.2 Financial assets at fair value through other comprehensive income

Financial assets at FVOCI comprise equity securities which are not held for trading and for which r manelul assess as a recognition to present changes in fair value in OCI.

|                        | 2024                                 |
|------------------------|--------------------------------------|
|                        | દ                                    |
| Year ended 31 December |                                      |
| At 1 January           | 173,299                              |
| Additions              |                                      |
| At 31 December         | 173,299                              |
|                        | ------------------------------------ |

On disposal of these equity investments, any related balance within the FVOCi reserve is reclassified to retained earnings.

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

#### 17 Investments (continued)

#### 17.3 Impairment losses

No impairment loss has been recognised in the current or comparative year.

#### Deferred consideration receivable 18

18.1 As at 31 December 2022, the present value of deferred consideration was estimated at €432,403. During the comparative year, the amount was not deemed recoverable and the balance has been fully provided for. During the current, this balance has been written off (note 9),

#### ਹ ਰੇ Capital and reserves

#### Authorised share capital 19.1

At 31 December 2024 and 2023, the authorised share capital of the Company comprised 2,000,000,000 ordinary shares with a nominal value of €0.005 each.

#### 19.2 Issued share capital

# Company

The nominal value of the Company's shares is of €0.005 each, analysed as follows:

|                                                 | No.                                                                   | ﻬﺎ                                                  |
|-------------------------------------------------|-----------------------------------------------------------------------|-----------------------------------------------------|
| On issue as at 1 January 2024 – fully paid up   | 20,552,275                                                            | 102,761                                             |
|                                                 | and sund super arous more states that them been anyw support from the |                                                     |
| On issue as at 31 December 2024 - fully paid up | 20,552,275                                                            | 102,761                                             |
|                                                 |                                                                       | THE FULL BOOK SHAR, Bolud from any anya areas a was |

#### 19.3 Share premium

The balance on the share premium account, which is not distributable, results on premiums paid on shares issued. It amounted to €3,309,322 as at 31 December 2024 (2023. €3,309,322).

#### 19.4 Shareholders' rights

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets.

#### 19.5 Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. This reserve is not distributable.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Trade and other payables 20

20.1

|                                  |         | Group   |         | Company |  |
|----------------------------------|---------|---------|---------|---------|--|
|                                  | 2024    | 2023    | 2024    | 2023    |  |
|                                  | E       | ਵ       | €       | €       |  |
| Trade payables<br>Other payables | 200,176 | 180,814 | 31,024  | 32,109  |  |
|                                  | 75,165  | 84,089  | 75,165  | 82,952  |  |
| Deferred income                  | 12,397  |         |         |         |  |
| Accruals                         | 330,786 | 301,578 | 88,526  | 77,655  |  |
|                                  | 618,524 | 566,481 | 194,715 | 192,716 |  |
|                                  |         |         |         |         |  |

20.2 Trade payables include a balance of €53,100 to Innovio Technologies Limited, where Luke Ciantary Trade payables include a balance of 035/200 to involvence, control, or involvement in strategic Serves as a director in a passive apparty. The new as a related a related party under IAS
decisions, and therefore Innovio Technologies Limited is not considered a related pa 24.

#### Earnings per share 21

#### Basic earnings per share 21.1

The calculation of basic EPS has been based on the following profit attributable to ordinary The calludiation of the earage number of ordinary shares outstanding.

|                                          | Group     |           | Company   |           |
|------------------------------------------|-----------|-----------|-----------|-----------|
|                                          | 2024      | 2023      | 2024      | 2023      |
|                                          | €         | €         | €         | ಳು        |
| Profit for the year, attributable to the |           |           |           |           |
| owners of the Company                    | 6,365,875 | 8,419,411 | 7.476.782 | 8,795,870 |
|                                          |           |           |           |           |

# 21.1.1 Weighted-average number of ordinary shares (basic)

|                                                              | Group      |            | Company    |            |
|--------------------------------------------------------------|------------|------------|------------|------------|
|                                                              | 2024       | 2023       | 2024       | 2023       |
|                                                              | No.        | No.        | No.        | No.        |
| issued ordinary shares at beginning of<br>vear               | 20,552,275 | 20,452,275 | 20,552,275 | 20,452,275 |
| Weighted-average number of ordinary<br>shares at 31 December | 20,552,275 | 20,552,275 | 20,552,275 | 20,552,275 |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 21

# 21.2

The calculation of diluted EPS has been based on the following profit attributable to ordinary sharehoiders and weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.

# 21.2.1 Profit attributable to ordinary shareholders (diluted)

|                                          | Group     |           | Company   |           |
|------------------------------------------|-----------|-----------|-----------|-----------|
|                                          | 2024      | 2023      | 2024      | 2023      |
| Profit for the year, attributable to the | €         | 老         | €         | ﻟﻬﺎ       |
| owners of the Company (basic EPS)        | 6,365,875 | 8,419,411 | 7,476,782 | 8,795,870 |
| Profit for the year, attributable to the |           |           |           |           |
| owners of the Company (diluted)          | 6,365,875 | 8,419,411 | 7,476,782 | 8,795,870 |
|                                          |           |           |           |           |

# 21.2.2 Weighted-average number of ordinary shares (diluted)

|                                     | Group      |            | Company    |            |
|-------------------------------------|------------|------------|------------|------------|
|                                     | 2024       | 2023       | 2024       | 2023       |
|                                     | €          | €          | €          | €          |
| Weighted-average number or ordinary |            |            |            |            |
| shares at 1 January                 | 20,552,275 | 20,452,275 | 20,552,275 | 20,452,275 |
| Weighted-average number or ordinary |            |            |            |            |
| shares at 31 December               | 20,552,275 | 20,552,275 | 20,552,275 | 20,552,275 |
|                                     |            |            |            |            |

The average market value of the Company's shares for the purpose of calculating the dilutive effect of share options was based on quoted market prices of curculating the unctions were
outstanding outstanding.

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

#### Leases 22

# The Group

During the comparative year, effective 1 July 2023, the Company terminated the lease which During the comparative year, encent a sant amounting to €1,732,083 and a lease liability of €1,907,285, giving rise to a gain of €175,202 recognised in profit or loss.

The Group entered into a new lease agreement with the same lessor effective 1 July 2023. A rental THE Group entered into a new lease agreements shall be due on a quarterly basis until end of lease.

Effective 1 January 2023, the Group entered into sublease agreements with a related party outside Errective I January 2025, the Group and bannel of office space located in Malta.
the Group and a third-party company for the sublease of a portion of office space located in the droup and a third party company of t) year and renewed annually. The total sublease income during the year amounted to €155,453 (2023: €148,056).

Information about leases for which the Company and the Group is a lessee is presented below.

#### Right-of-use assets 22.1.

Right-of-use assets related to leased property, are disclosed in note 15 to the financial statements.

# 22.2

|                                        | Group   |         | Company |           |
|----------------------------------------|---------|---------|---------|-----------|
|                                        | 2024    | 2023    | 2024    | 2023      |
|                                        | €       | €       | ਵ       | ঞ্চ       |
| Interest on lease liabilities          | 109,019 | 141,033 |         | 74.613    |
| Depreciation related to leases         | 567,096 | 519,577 |         | 247,440   |
| Less: Re-charge to (from) subsidiaries |         |         | -       | (283,500) |
|                                        |         |         |         |           |

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

#### 22 Leases (continued)

#### 22.3 Lease liabilities

At 31 December 2024, lease liabilities are analysed as follows:

|                               | Group     |           | Company |      |
|-------------------------------|-----------|-----------|---------|------|
|                               | 2024      | 2023      | 2024    | 2023 |
|                               | €         | €         | €       | క్   |
| Current lease liabilities     | 591,548   | 497,242   |         |      |
| Non-current lease liabilities | 482,794   | 1,040,281 |         |      |
|                               |           |           |         |      |
| Total lease liabilities       | 1,074,342 | 1,537,523 |         |      |
|                               |           |           |         |      |

## Group:

The terms and conditions of the lease liabilities are as follows:

|                   |          |                                                  |          |                         | 31 December 2024   |
|-------------------|----------|--------------------------------------------------|----------|-------------------------|--------------------|
|                   | Currency | Incremental<br>borrowing rate as<br>at inception | maturity | Year of      Face value | Carrying<br>amount |
| Lease liabilities | €        | 8%                                               | 2024     | 1,160,933               | 1,074,342          |
|                   |          |                                                  |          |                         |                    |

# Group and Company:

The terms and conditions of the loan liabilities in the prior year were as follows:

|                   |          |                                                  |                     |            | 31 December 2023   |
|-------------------|----------|--------------------------------------------------|---------------------|------------|--------------------|
|                   | Currency | Incremental<br>borrowing rate as<br>at inception | Year of<br>maturity | Face value | Carrying<br>amount |
| Lease liabilities | €        | 8%                                               | 2023                | 1,728,003  | 1,537,523          |
|                   |          |                                                  |                     |            |                    |

The incremental borrowing rate has been determined by reference to the rate of interest that as a lessee, the Company or subsidiaries would have to pay to berrow from its bankers over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use assets in a similar economic environment.

In addition to the above, during the comparative year the Group, through its subsidiaries, has entered into agreements for leases which are not included with lease liabilities in view of the fact that the leases are for a period of less than 12 months. The lease expense for the lact in cluded with other operating expenses is of €21,600.

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

#### Leases (continued) 22

#### Movement in carrying amount of lease liabilities 22.4

The movement in the carrying amount of these liabilities is analysed as follows:

|                                              | Group     |             | Company |             |
|----------------------------------------------|-----------|-------------|---------|-------------|
|                                              |           | 2023        |         | 2023        |
|                                              |           | €           |         | €           |
| As at 1 January                              | 1,537,523 | 1,974,035   |         | 1,974,035   |
| Additions                                    | 53,264    | 1,904,958   |         |             |
| Payments                                     | (625,464) | (575,217)   |         | (141,362)   |
| Impacts of derecognition of<br>leased assets |           | (1,907,286) |         | (1,907,286) |
| Interest charge                              | 109,019   | 141,033     | -       | 74,613      |
|                                              |           |             |         |             |
| Total lease liabilities                      | 1,074,342 | 1,537,523   |         |             |
|                                              |           |             |         |             |

The total cash outflows for leases in 2024 was €625,464 for both the Group (2023: €575,217 for the Group and €141,362 for the Company).

# 23 Financial instruments – fair values and risk management

#### 23.1 Overview

This note presents information about the Group's exposure to risk, the Group's objectives, policies, policies, This note presents information about the Group's exposure world.
and processes for measuring and managing risk, and the Group's management of capital.

The directors of the Group have the overall responsibility for the establishment and oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyse the risk faced by the The Group s Tisk management policies and controls and to monitor risks and admits. Risk Group, to set appropriate risk links and controls and to money in market conditions
management policies and systems are reviewed regularly to reflect changes in market cand management policies and systems are reviewed regally to renovement standards and and the Group s activities. The Group, through its training and chargement in which all procedures, understand their roles and obligations.

#### Credit risk 23.2

Credit risk is the risk of financial loss to the Group or the Company if a counterparty to a financial Creat Tisk is the risk of mancial obs to the Group of the Sempany
 instrument fails to meet its contractual obligations and arises principally from the Group and the mistrament rails to id other receivables and cash and cash equivalents.

The Group's and Company's exposure to credit risk is influenced mainly by the individual The Group's and Company 3 Exposure to bronnent also considers the factors that may
characteristics of each counterparty. However, management also county characteristics of each counterparty. However, including the default risk associated with the country innuence the creat first of its counterparties) incruding the acredit risk grade which is
 of operation. The Group and the Company allocate each exposure of default and are of operation. The Group and the Company and are indicative of the risk of default and are aligned to external credit rating definitions from agencies.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 23 Financial instruments - fair values and risk management (continued)

#### 23.2 Credit risk (continued)

The carrying amount of the trade and other receivables (excluding prepayments) and cash and cash and cash equivalents of the Group and the Company represents the maximum exposure to credit risk.

# 23.2.1 Trade and other receivables

Credit risk of the Company's trade and other receivables arises primarily from the loan receivable from subsidiary and amounts due from subsidiary undertakings, repayment of which is under the control of Group management.

Credit risk of the Group's trade and other receivables arises primarily from technology services rendered to counterparties and other receivables.

As at 31 December 2024, the probability of default on these exposures was substantially low for both the Group and the Company. The Group's and the Company's counterparties operate from strong jurisdictions, namely Malta and Cyprus. The Group and Company uses an ECL model which considered appropriate probability of default rates drawing from credit rating agencies, or proxys thereof, and expected loss given default rates based on debtor risk. During the year, there were no events that potentially indicate that there was a significant increase in may and years the Group's or the Company's counterparties, and therefore, the resultant ECL on trade and other receivables is considered insignificant.

# 23.2.2 Cash and cash equivalents

As at 31 December 2024, the Group and the Company held cash at bank of €4,843,430 (2023: €5,931,356) and €3,172,283 (2023: €249,692) respectively. The Group and Company uses an ECL model which considered appropriate probability of default rates drawing from credit rating agencies, or proxy's thereof, and expected loss given default rates based on financial institution risk. The ECL on the cash at bank for the Group and the Company is also considered institudio

#### 23.3 Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's and Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to their reputation.

The main financial liabilities of the Group and the Company comprise the convertible loan payable, lease liabilities and trade and other payables.

The following are the remaining gross and undiscounted contractual maturities of financial liabilities at reporting date.

Notes to the Financial Statements

For the Year Ended 31 December 2024

Financial instruments – fair values and risk management (continued) 23

Liquidity risk (continued) 23.3

Group

| Non-derivative financial liabilities<br>Trade and other payables<br>Lease liability | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------<br>amount<br>1,537,523<br>566,481 | -----------------<br>1,728,003<br>566,481<br>3                                                                                                                                              | 566,481<br>cash flows<br>446,512<br>do and and the man and the fin and the fin and the may and           |
|-------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
|                                                                                     | ==============================================================================================================================================================================<br>2,104,004                      | 2,294,484<br>------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 1,012,993<br>COLLECT PARTY FORM AND THE FOR THE POST OFFICE FORM FORM FORM FROM FROM FREE FREE FREE FREE |
|                                                                                     | amount<br>Carrying                                                                                                                                                                                               | Contractual                                                                                                                                                                                 | cash flows                 Less than 1 year                                                              |

44

ಳು

 € 2-3 years

 € 1-2 years

492,281

658,131 618,524

1,150,412 618,524

> 1,074,342 618,524

Non-derivative financial liabilities

Trade and other payables

Lease liability

3-4 years

4-5 years

=============================================================================================================================================================================

프로그램드 드로드 프로그램

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

656,373

625,118 ==============================================================================================================================================================================

4-5 years 毛

3-4 years €

2-3 years 

1-2 years

656,373

625,118

r

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11:11:11:11:1

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

492,281 ----------------

1,276,655 ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

1,768,936

==============================================================================================================================================================================

============

1,692,866

57

.

was a commend and the con-

1 - 11 -

.

:

Notes to the Financial Statements

For the Year Ended 31 December 2024

# Financial instruments – fair values and risk management (continued) 23

Liquidity risk (continued) 23.3

Company วดวว

|      | 4-5 years<br>ਤੇ                      | one and any and one and the first and any and any and any and                                                                                                                                                                              |                                                                                                                                                                                | 4-5 years<br>ਤੇ                      |                          |                                                                                                                                                      |
|------|--------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|--------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|      | 3-4 years<br>ਤੇ                      | and and and of the may and see and see and sep ly to ty                                                                                                                                                                                    | and and seen and seen seen some and seen and seas and services and services and second and second and second and controllection and construction and construction and construc | 3-4 years<br>ਉ                       |                          |                                                                                                                                                      |
|      | 2-3 years<br>ﻟﻠﻠ                     | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------<br>and the view and see and see and see and see and see and |                                                                                                                                                                                | 2-3 years<br>3                       |                          | vial and mine and sale same servir fra int                                                                                                           |
|      | 1-2 years<br>3                       | and saint and and spir has and<br>and won anno more come coupe more coupe more come more                                                                                                                                                   |                                                                                                                                                                                | 1-2 years<br>ਤੇ                      |                          | Comment Court Corpora Council Children                                                                                                               |
|      | cash flows<br>ડી                     | 192,716<br>192,716<br>SEE AAA AAA AAA WAS WHE WHE WHE HEAR AAA AAAA A                                                                                                                                                                      |                                                                                                                                                                                | cash flows<br>3                      | 194,715                  | 194,715<br>"WAS CHE LEND AND AND AND 1440   144 SEAR CHAN BEEL BEEL AND ANNE A-Ay<br>CHAND CALL POST FOR THE FORM FORM FORM FORM FORM ANDRE FORM AND |
|      | Contractual<br>40                    | 192,716<br>192,716<br>and ship was were was an any and since and and and<br>and and and and and any and seen and seen and can and any and any and                                                                                          |                                                                                                                                                                                | Contractual<br>41                    | 194,715                  | 194,715<br>there with him and more more count count couple more<br>and and and and seen and sell and are and super see and see                       |
|      | Carrying<br>amount<br>ਡੇ             | 192,716<br>- 1 - 1 - 1 -<br>192,716<br>------------------------------------------------------------------------------------------------------------------------------------------------------------------------------                      |                                                                                                                                                                                | Carrying<br>amount<br>412            | 194.715                  | and seen and seen and sound sola seen and may and<br>194,715<br>and the was and seen and the first compression into see and seen and                 |
| 2013 | Non-derivative financial liabilities | Trade and other payables                                                                                                                                                                                                                   | 2024                                                                                                                                                                           | Non-derivative financial liabilities | Trade and other payables |                                                                                                                                                      |

58

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 23 Financial instruments – fair values and risk management (continued)

#### Market risk 23.4

Market risk relates to the risk that changes in market prices, such as interest rates and foreign Market fisk relates to the fisk that thanged the Company's income or the value of their financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

# 23.4.1 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

As at 31 December 2024 and 2023, the Group and the Company are minimally exposed to interest As at 31 December 2024 and 2020) trelated parties and on borrowings in view of the fact that interest rates are substentially fixed.

# 23.4.2 Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will Currency from is the not the now thange rates. Currency risk does not arise from nonmucudite because of endiges in volunges and one of the functional currency of the Group companies.

The Group companies are exposed to currency risk mainly on financial instruments that are Wile Group Sompanies in a currency (Euro), primarily the Norway Kroner (NOK), British Sterling (GBP) and Polish Zloty (PLN).

The summary quantitative data about the Group's and the Company's exposure to currency risk as reported to the management of the Group is as follows.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 23 Financial instruments ~ fair values and risk management (continued)

# 23.4

# 23.4.2 Currency risk (continued)

Group

| 2024                                          | GBP   | NOK      | PLN |
|-----------------------------------------------|-------|----------|-----|
| Trade and other payables                      | (427) | (3,863)  |     |
| Total liabilities                             | (427) | (3,863)  |     |
| Net balance sheet exposure (EUR equivalent)   | (427) | (3,863)  |     |
| Net balance sheet exposure (foreign currency) | (354) | (45,564) |     |
| 2023                                          |       |          |     |
|                                               |       |          |     |

| Trade and other payables                      | (1,941)  |  |
|-----------------------------------------------|----------|--|
|                                               |          |  |
| Total liabilities                             | (1,941)  |  |
|                                               |          |  |
| Net balance sheet exposure (EUR equivalent)   | (1,941)  |  |
|                                               |          |  |
|                                               |          |  |
| Net balance sheet exposure (foreign currency) | (21,818) |  |
|                                               |          |  |

# Notes to the Financial Statements

# For the Year Ended 31 December 2024

# 23 Financial instruments – fair values and risk management (continued)

23.4

# 23.4.2 Currency risk (continued)

Company

|                                               | GBP                                                                                                      | NOK      | PLN |
|-----------------------------------------------|----------------------------------------------------------------------------------------------------------|----------|-----|
| 2024                                          |                                                                                                          |          |     |
| Trade and other payables                      |                                                                                                          | (1,941)  |     |
| Total liabilities                             |                                                                                                          | (1,941)  |     |
| Net balance sheet exposure (EUR equivalent)   | -                                                                                                        | (1,941)  |     |
| Net balance sheet exposure (foreign currency) | and arous been stand seens arous group prices from a manus<br>MAA BANK SENS WITH THE TACK MASS BALL BEAR | (21,818) |     |

#### 2023

| Trade and other payables                      |   | (1,941)  |  |
|-----------------------------------------------|---|----------|--|
|                                               |   |          |  |
| Total liabilities                             |   | (1.941)  |  |
|                                               |   |          |  |
| Net balance sheet exposure (EUR equivalent)   |   | (1,941)  |  |
|                                               |   |          |  |
|                                               |   |          |  |
| Net balance sheet exposure (foreign currency) | - | (21,818) |  |
|                                               |   |          |  |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 23 Financial instruments – fair values and risk management (continued)

# 23.4

# 23.4.2 Currency risk (continued)

The following significant exchange rates were applied during the period:

|     | Average rate |         |         | Reporting date    |
|-----|--------------|---------|---------|-------------------|
|     | 2024         | 2023    | 2024    | spot rate<br>2023 |
| GBP | 0.8466       | 0.8697  | 0.8292  | 0.8691            |
| NOK | 11.6290      | 11.4248 | 11.7950 | 11.2405           |
| PLN | 4.3058       | 4.5419  | 4.2750  | 4 2205            |

A reasonably possible 5 percent strengthening of the Euro against the GBP, NOK, and PLN at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or househous units denomments denomments.
In analysis all other manage in and profit or loss by the amounts shown below. This assumes that all other variables, remain constant.

|                   |             | Group     |             | Company   |
|-------------------|-------------|-----------|-------------|-----------|
|                   | 2024<br>€   | 2023<br>€ | 2024<br>€   | 2023<br>€ |
| GBP<br>NOK<br>PLN | 18<br>2,278 | 97        | ਦੇ ਹੋ<br>00 | 97        |
| Total             | 2,296       | 97        |             | 97        |

A 5 percent weakening of the euro against the above currencies at 31 December would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

The directors believe that the Group's currency risk is not significant in relation to the Group's transactions as it retains bank accounts in the above currencies and effects deposits and withdraws in such currencies.

Notes to the Financial Statements

For the Year Ended 31 December 2024

Financial instruments – fair values and risk management (continued) 23

Accounting classification and fair value (continued) 23.5

The Group

|                                                  |                       | 31 December 2024                                                                           |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                | December<br>ದ                                                                                                                                                                  |                                                                                                                                                                                |                                                                                                                                                                                |
|--------------------------------------------------|-----------------------|--------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                  |                       |                                                                                            | Value<br>Fair                                                                                                                                                                  |                                                                                                                                                                                | Carrying                                                                                                                                                                       |                                                                                                                                                                                | Fair Value                                                                                                                                                                     |                                                                                                                                                                                |
|                                                  | ng<br>Amount<br>Carry | eve                                                                                        | Level                                                                                                                                                                          | Leve                                                                                                                                                                           | Amount                                                                                                                                                                         | Leve                                                                                                                                                                           | ਟ<br>eve                                                                                                                                                                       | eve                                                                                                                                                                            |
|                                                  |                       | 3                                                                                          | ડી                                                                                                                                                                             | 5                                                                                                                                                                              | 3                                                                                                                                                                              | ક                                                                                                                                                                              | ਤੇ                                                                                                                                                                             | 3                                                                                                                                                                              |
| Financial assets not measured at fair value      |                       |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Financial assets at amortised cost               |                       |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                | 140.000                                                                                                                                                                        |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Long-term deposit                                | 684<br>140,           |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                | t<br>6<br>238,3<br>ന                                                                                                                                                           |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Trade and other receivables                      | 2,510                 |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                | 9<br>35<br>31.<br>6<br>5                                                                                                                                                       |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Cash and cash equivalents                        | 430<br>4,843          |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Financial liabilities not measured at fair value |                       |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Financial liabilities at amortised cost          |                       |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                | 566,481                                                                                                                                                                        |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Trade and other payables                         | 524)<br>(618,         |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
|                                                  | 342<br>(1,074,        |                                                                                            |                                                                                                                                                                                |                                                                                                                                                                                | 537,523<br>T                                                                                                                                                                   |                                                                                                                                                                                |                                                                                                                                                                                |                                                                                                                                                                                |
| Lease liability                                  | ーーーーーーーーーーーー          | annus vivus avon block more more come come class class class class class class along post. | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | and and plan into and contribution and more result read more result ment ment ment ment ment ment ment ment ment ment ment ment ment ment ment ment ment ment ment ment ment m | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |

63

ar a programa por la provinsi su provinsi s

. . . . . . . . .

・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・

Notes to the Financial Statements

For the Year Ended 31 December 2024

# Financial instruments – fair values and risk management (continued) 23

Accounting classification and fair value (continued) 23.5

The Company

|                                                                                                        |                                                                                                                                                                                      | 31 December 2024                                                                                                                                                               |                                                                                                                                                                                |                                                                  |                                                              | 31 December 2023                                        |                                                                                                                                                                                |                                                                                                                                                                                |
|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------|--------------------------------------------------------------|---------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                        | Carrying<br>Amount                                                                                                                                                                   | Level 1                                                                                                                                                                        | 2<br>Level<br>Fair Value                                                                                                                                                       | 3<br>Leve                                                        | Carrying<br>Amount                                           | Level                                                   | 2<br>Fair Value<br>Level                                                                                                                                                       | Level 3                                                                                                                                                                        |
| Financial assets not measured at fair value<br>Financial assets at amortised cost                      | 3                                                                                                                                                                                    | S                                                                                                                                                                              | 3                                                                                                                                                                              | 3                                                                | 3                                                            | 3                                                       | 3                                                                                                                                                                              |                                                                                                                                                                                |
| Trade and other receivables<br>Long-term deposit                                                       | பு<br>8,616,747<br>5,47:                                                                                                                                                             |                                                                                                                                                                                |                                                                                                                                                                                |                                                                  | 5.475                                                        |                                                         |                                                                                                                                                                                |                                                                                                                                                                                |
| Cash and cash equivalents                                                                              | ਟ<br>3,172,28                                                                                                                                                                        |                                                                                                                                                                                |                                                                                                                                                                                |                                                                  | 12,827,954<br>249.692                                        |                                                         |                                                                                                                                                                                |                                                                                                                                                                                |
| Financial liabilities not measured at fair<br>value                                                    |                                                                                                                                                                                      |                                                                                                                                                                                |                                                                                                                                                                                |                                                                  |                                                              |                                                         |                                                                                                                                                                                |                                                                                                                                                                                |
| Financial liabilities at amortised cost<br>Trade and other payables<br>Lease liability<br>Loan payable | (194,715                                                                                                                                                                             |                                                                                                                                                                                |                                                                                                                                                                                |                                                                  | 192,716                                                      |                                                         |                                                                                                                                                                                |                                                                                                                                                                                |
|                                                                                                        | II<br>------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | and print prove proven were come come come come come come come come come come come come come come come come come come come come come come come come come come come come come c | and and the work and count count count annot come anno anno anno | and anno anno anno finit plane anno anno anno anno anno anno | www.allen.com with him and production and come and come | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |

64

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 23 Financial instruments – fair values and risk management (continued)

#### Fair values versus carrying amounts 23.6

The carrying amount of financial assets and liabilities that are measured at amortised cost The carrying announc of The reporting date. The nabilities are measured at fair value.

#### 23.7 Capital management

The Company's policy is to maintain a strong capital base so rectin investor, creditor and The Company's policy is to maintain a belong style.
market confidence and to sustain future development of the business of the Group and the Company.

The Company is required to hold regulatory capital for its public limited company status in The Company 1s Tequired To Thola Tegalatory Caphar 386 (Cap. 386). Although accordance with Article IDA(s) to Article ID (c) of the entired at all times throughout the period and the the himmum capital requirent mast agailar basis, it was in breach of such a requirement, since its net assets amounted to less than half of its statutory capital.

In accordance with Article 104(1) of the Maltese Companies Act (Cap. 386), the directors In accordance with Article 20412) of the maxes acknowledged their under review. As explained in noted 2.2.1, the Company is addressing its capital which remains under review. It expital with a view to maintaining its statutory
working capital deficiency and the serious loss of capital with a view to had to he ne working capital ucile.chey and the series of the is expected to be generated through its subsidiaries and/or additional funding.

#### Related parties 24

#### Ultimate controlling party 24.1

The Company is the ultimate parent company of the Group and trades on Euronext Growth Oslo The Company is the untinute purche company of an any and Securities Depository, Euronext Securities Oslo (Verdipapirsentralen ASA) ("ESO").

As at 31 December 2024, the largest holders of the Company's ordinary shares ("Shareholders") As at 31 December 2024, the largest nell Guttis AS, all companies registered in Norway. As at the were Klein Rivest AS , Tigerstaden AS) and Garab AD, and Shareholders had ultimate control of the Company.

# Notes to the Financial Statements

For the Year Ended 31 December 2024

# 24

# 24.2

The only transaction during the period undertaken between the Company and the directors related to the remuneration parts parts and and raken between the company and the directive in the directive of the direction

Similarly, at Group level, the only transaction during the year related to the directors' remuneration paid which amounted to €291,966 (2023: €91,268) (see note 8.1).

# 24.3

The directors consider the companies within the River Tech Group and its shareholders as related parties. As from mid-2023 Kent Staahle ceased to be director and only retains a minority shareholding in the group. Entities owned by Kent Staahie are no longer considered as related parties as from 16 June 2023 and the tables below exclude transactions and balances with such entities as from the said date.

## The Group

|                                              | Amounts due<br>(to) / from   |             |
|----------------------------------------------|------------------------------|-------------|
|                                              | related undertakings<br>2024 |             |
|                                              |                              | 2023        |
|                                              | €                            | ಕ           |
| Balance at 1 January                         | 60,720                       | 1,584,227   |
| Services provided to                         |                              |             |
| Purchases from                               | (45,000)                     | 7,200,000   |
| Payments from                                |                              | (6,415,763) |
| Amounts no longer classified as with related |                              |             |
| undertakings                                 | (15,720)                     | (2,250,000) |
| Other                                        |                              | (57,744)    |
|                                              |                              |             |
| Balance at 31 December                       |                              | 60,720      |
|                                              |                              |             |

# Notes to the Financial Statements

For the Year Ended 31 December 2024

#### Related parties (continued) 24

# 24.3

| The Company                                               | Amounts due from/(to) subsidiary undertakings<br>2024<br>€ | 2023<br>€              |
|-----------------------------------------------------------|------------------------------------------------------------|------------------------|
|                                                           |                                                            |                        |
| Balance at 1 January                                      | 12,801,282                                                 | 6,794,692              |
| Dividend income                                           | 8,000,000                                                  | 9,000,000              |
| Recharging of expenses<br>by the Company to               | 108,840<br>(13,276,539)                                    | 559,772<br>(5,545,000) |
| Funds advanced from<br>Payments on behalf of the Company  |                                                            |                        |
| Payments by the<br>Company on behalf of<br>Management fee | 542,224<br>360,000                                         | 924,875<br>360,000     |
| Interest income                                           | 49,810                                                     | 251,677                |
| Foreign exchange differences                              |                                                            | 47,439                 |
| Write-off of balances to subsidiaries upon merger         |                                                            | 407,827                |
|                                                           |                                                            |                        |
| Balance at 31 December                                    | 8,585,617                                                  | 12,801,282             |
|                                                           |                                                            |                        |

Information on amounts due from / (to) related parties are set out in notes 12 and 20 to these financial statements.

#### 25 Subsequent events

Subsequent to year end, on the 24th of April 2025 the Board of Directors resolved to distribute and Subsequent to year end, on the 24th of April 2.0 per share, amounting to approximately NOK
interim cash dividend in the amount of NOK 3.0 per share, the Sampany's profits ava intentif casif ulvidend in the amount of Noil be paid out of the Company's profits available for distribution.

The board made an assessment based on management accounts for 31 March 2025 to ensure that me bour adistribution reserves for the proposed distribution are available.

![](_page_69_Picture_0.jpeg)

# Independent auditor's report

To the Shareholders of River Tech p.l.c.

# Report on the audit of the financial statements

# Our opinion

In our opinion:

- · The Group financial statements and the Parent Company financial statements (the "financial statements") of River Tech p.l.c. give a true and fair view of the Group and the Parent Company's financial position as at 31 December 2024, and of their financial performance and cash flows for the year then ended in accordance with International Performance and casil nows lot the by the EU; and
- · The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).

# What we have audited

River Tech p.l.c.'s financial statements, set out on pages 5 to 67, comprise:

- · the Consolidated and Parent Company statements of financial position as at 31 December 2024;
- · the Consolidated and Parent Company statements of profit or loss and other comprehensive incone for the year then ended;
- · the Consolidated and Parent Company statements of changes in equity for the year then ended;
- · the Consolidated and Parent Company statements of cash flows for the year then ended; and
- · the notes to the financial statements, comprising material accounting policy information and other explanatory information.

# 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

# Independence

We are independent of the Group and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for (11552) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta We have fulfilled our other ethical responsibilities in accordance with these Codes.

![](_page_70_Picture_0.jpeg)

To the Shareholders of River Tech p.l.c.

# Other information

The directors are responsible for the other information comprises the Directors in arrests and our The directors are responsible for the other imorination. The other shows and our auditor's report thereon).

Our opinion on the financial statements does not cover information and we do not express and Our opinion on the manicial statements does not cover the valid in the Report on other legal and regulatory requirements.

In connection with our audit of the financial statements, our responsibility is to react the information with In connection with our audit of the mailcal statcher the other is materially inconsistent with identified above and, in doing so, consider whicher the sudit, 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 If, based on the work we have performed we contraing to report in this regard.

# Responsibilities of the directors for the financial statements

The directors are responsible for the preparation of financial statements that give a true and fair view in The directors are responsible for the preparation of the Maltese Companies At: (Cap.
accordance with IFRSs as adopted by the EU and the requirements of the preparation of accordance with IPKSs as adopted by the requirents necessary to enable the preparation of
386), and for such internal control as the directors determines base from or or or 386), and for such internal control as the director accept, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent In preparing the mancial statements, the unectors as applicable, maters related to going concern Company s ability to continue as a going concern, ulocioling, as apprevither intend to liquidate the Group or and using the going concern basis or accounting or have no realistic alternative but to do so.

# 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 Our objectives are to obtain reasonable assultance and in issue an auditor's report that an auditor's report that an audit free from material misstatement, whether due to fraud of ersey, ced but is not a guarantee that an audit includes our opmon. Reasonable assurance is a material misstatement when it exists. Misstatements conducted in accordance with iSAS will always access a material in the aggregate, they could can arise from fraud or error and are considered material in the basis of the basis of these financial statements.

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

· Identify and assess the risks of material misstatement of the financial statements, whether that I dentify and assess the risks of material inisscalcensive to those risks, and obtain andit exidence that or error, design and perform addit procedures responsive the risk of not detecting a material is sufficient and appropriate to provide a basis for our openiting from error, as fraud may involve misstatement resulting from fraud is ingher unit for one resultable and ontrol.

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To the Shareholders of River Tech p.l.c.

- · 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 Group's and the Parent Company's internal control.
- · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- · Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events of conditions that may cast significant doubt on the Group's or the Parent 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 are are date of our auditor's report. However, future events or conditions may cause the Group or the Parent 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 fair presentation.
- · Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remains olely responsible for our audit opinion.
- · Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or builts within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain subelvision and revely of the for our audit opinion.

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

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To the Shareholders of River Tech p.l.c.

# Report on other legal and regulatory requirements

The Annual Report 2024 contains other areas required by legislation on which we are required The Annual Report 2024 contains other areas request of the securities

The table below sets out these areas presented within the Annual Report, our related responsibilities and The table below sets out these areas presented within the relieved in the other mation of our our our reporting, in addition to our responsibilities and reportuig reacted in the Union of assurance.

| Area of the Annual Report<br>2024 and the related<br>Directors'<br>responsibilities                                                                                                                                                                          | Our responsibilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Our reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Directors' report<br>(on pages 1 to 3)<br>The Maltese Companies Act<br>(Cap. 386) requires the<br>directors to prepare a<br>Directors' report, which<br>includes the contents<br>required by Article 177 of the<br>Act and the Sixth Schedule to<br>the Act. | We are required to consider whether<br>the information given in the<br>Directors' report for the financial<br>year for which the financial<br>statements are prepared is<br>consistent with the financial<br>statements.<br>We are also required to express an<br>opinion as to whether the Directors'<br>report has been prepared in<br>accordance with the applicable legal<br>requirements.<br>In addition, we are required to state<br>whether, in the light of the<br>knowledge and understanding of the<br>Company and its environment<br>obtained in the course of our audit,<br>we have identified any material<br>misstatements in the Directors'<br>report, and if so to give an indication<br>of the nature of any such<br>misstatements. | In our opinion:<br>the information given in the<br>0<br>Directors' report for the<br>financial year for which the<br>financial statements are<br>prepared is consistent with the<br>financial statements; and<br>· the Directors' report has been<br>prepared in accordance with the<br>Maltese Companies Act (Cap.<br>386).<br>We have nothing to report to you in<br>respect of the other responsibilities,<br>as explicitly stated within the Other<br>information section. |

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To the Shareholders of River Tech p.l.c.

# Other matters on which we are required to report by exception

We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us.
- · the financial statements are not in agreement with the accounting records and returns.
- we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit.

We have nothing to report to you in respect of these responsibilities.

# Other matter - use of this report

Our report, including the opinions, has been prepared for and only for the Parent Company's shareholders as a body in accordance with Article 179 of the Maltese Company of the Larent Company sharenolders.
We do not, in giving the main Article 179 of the Maltese Companies Act (Ca We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom the report is shown or into whose hands it may come save where expressly agreed by our prior written consent.

Stephen N Principal

For and on behalf of PricewaterhouseCoopers 78, Mill Street Zone 5, Central Business District Qormi Malta

24 April 2025