METTMANN PUBLIC COMPANY LIMITED REPORT AND FINANCIAL STATEMENTS Year ended 31 December 2024

REPORT AND FINANCIAL STATEMENTS Year ended 31 December 2024

CONTENTS	PAGE

Board of Directors and other officers	1
Management Report	2 – 3
Independent Auditor's Report	4 – 7
Statement of profit or loss and other comprehensive income	8
Statement of financial position	9
Statement of changes in equity	10
Statement of cash flows	11
Notes to the financial statements	12 – 40

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:	Aleksandr Mizgunov Oxana Hadjipavlou (resigned 04/03/2025) Natalia Nazarova (appointed 04/03/2025)
Company Secretary:	Fidusol Ltd
Independent Auditors:	MKS Audit & Consulting Ltd Chartered Certified Accountants and Registered Auditors 52, Archiepiskopou Makariou III Ydrogios Tower, 2nd Floor 6017 Larnaca, Cyprus
Registered office:	67, Spyrou Araouzou Ulysses House Floor 2, Office 202 3036 Limassol, Cyprus

MANAGEMENT REPORT

The Board of Directors presents its report and audited financial statements of Mettmann Public Company Limited (the "Company") for the year ended 31 December 2024.

Principal activities and nature of operations of the Company

The principal activities of the Company, which are unchanged from last year, are that of investment holdings and interest earning activities.

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

The net profit of the Company for the year amounted to €1,044,020 (2023: €427,368). As of 31 December 2024, the total assets of the Company were €84,931,941 (2023: €51,890,761) and the net assets of the Company were €1,223,261 (2023: €179,241). The financial position, development and performance of the Company as presented in the financial statements are in line with the Board of Directors' expectations.

The Company continuously pursues new investments opportunities.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Company, including the Company's exposure to financial risks, are disclosed in Notes 6, 7 and 27 of the financial statements.

Use of financial instruments by the Company

The Company's activities expose it to a variety of financial risks including currency risk, interest rate risk, credit risk and liquidity risk. For more information about financial risk factors and the Company's financial risk management policies as well as the use of financial instruments by the Company refer to Note 6 of the financial statements.

Existence of branches

The Company does not maintain any branches.

Results and Dividends

The Company's results for the year are set out on page 8. The Board of Directors, following consideration of the availability of profits for distribution as well as the liquidity position of the Company, as of the sign-off date of these financial statements, does not recommend the payment of a dividend and the net profit for the year is retained.

Share capital

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

Changes in Group structure

There were no changes in the Group structure during the year under review, other than as disclosed in Note 19 of the financial statements.

Corporate Governance Code

The Board of Directors, as at the date of this Management Report, has decided to partially adopt the Corporate Governance Code. The main reason for the partial adoption is that the cost of full implementation as per the provisions of the Corporate Governance Code would be disproportionate to the identified benefits from its implementation. The Board of Directors ensures adequate and robust internal control and risk management procedures for the preparation of the periodic information required for listed companies.

Shareholders	31 December 2024
	Number of ordinary shares	% held
Zvonko Mickovic	82 500	82.5%
Adriatic Bank AD	10 533	10.53%
Aleksandr Mizgunov	1 548	1.55%
Oxana Hadjipavlou	1 040	1.04%
Other shareholders	4 379	4.38%
Total	100 000	100%

Expected Credit Losses	How our audit addressed the Key Audit Matter
Estimation of Expected Credit Losses (ECLs) on loans receivable The Company's Management estimates the credit allowance provisions on loans receivable using a three-stage ECL model in line with the requirements of IFRS 9 'Financial Instruments'. We focused on this area due to the following: · The size of the Company's loans receivable which represent 97% of the Company's total assets as at 31 December 2024, and · The estimation of ECLs on loans receivable involves significant judgements and key assumptions in relation to the Probabilities of Default (PDs) and Loss Given Defaults (LGDs). · For detailed information on the estimation of ECLs on loans receivable as well as the Company's credit management processes and credit risk exposures, refer to Notes 4, 6.2, 6.3, 7 and 20 of the separate financial statements.	Our audit procedures included the following: · Obtaining an understanding and evaluating the appropriateness of the Company's three-stage methodology for estimating credit allowance provisions on loans receivable, and the key inputs and assumptions used in performing such assessment. · Evaluating the appropriateness and reasonableness of the inputs and key assumptions used in the estimation of ECLs on loans receivable, including, amongst others: i) Reviewing the terms of loan agreements to confirm the Company's rights for collaterals and the seniority of the Company's lending exposures; and ii) Evaluating the valuations performed by external real estate valuation experts for the properties for which the Company has rights to create collaterals as security for the Company's lending exposures. · Testing the accuracy of the ECL estimates on the Company's loans receivable as at 31 December 2024. · Assessing the adequacy of the disclosures made in Notes 4, 6.2, 6.3, 7, and 20 of the separate financial statements in accordance with the requirements of the relevant IFRSs. Based on the evidence obtained, we concluded that the methodology, inputs and key assumptions used by the Management in the estimation of ECLs on the Company's loans receivable as at 31 December 2024 and the related disclosures made in the separate financial statements were appropriate.

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Year ended 31 December 2024

	Note	2024 €	2023 €

Loan interest income	20	3,870,935	1,724,709
Interest expense	24	(2,642,258)	(1,286,889)
Net interest income		1,228,677	437,820
Dividend income	28.2	1,000,000	208,604
Impairment gains on financial assets	8	83,963	706,673
Administration expenses	9	(1,217,026)	(743,902)
Other expenses	10	(4,224)	(159,254)
Operating profit		1,091,390	449,941
Finance (costs)/income - net	12	(16,660)	9,010
Profit before income tax		1,074,730	458,951
Income tax expense	13	(30,710)	(31,583)
Other comprehensive income		-	-
Total comprehensive income for the year		1,044,020	427,368
Basic and diluted earnings per share attributable to equity holders of the Company	14	10.44	4.27

The notes on pages 12 to 40 form an integral part of these financial statements.

	Note	2024 12	2025 e
ASSETS
Non-current assets
Property, plant and equipment	16	22,611	10,659 81,291
Right-of-use assets	17	23,909	46,000
Investments in subsidiaries	18 19	46,000 1,263,500	4,250
Investments in associates	20	81,342,908	23,687,478
Loans receivable		82,698,928	23.829.678

Current assets	21	17,018	416.936
Other receivables	20	730,608	2,053,944
Loans receivable	22	1,485,387	25.590.203
Cash and cash equivalents		2,233,013	28.061.083
		84.931.941	51.890.761
Total assets
EQUITY AND LIABILITIES
Equity		100,000	100,000
Share capital	23	1,123,261	79,241
Retained earnings
Total equity		1,223,261	179,241
Non-current liabilities
Borrowings	24	83,306,155	50.919.797
Lease liabilities	25		14.703
		83,306,155	50.934.500
Current liabilities
Other payables	26	203,277	251.967
Borrowings	24	174,916	427,099
Corporate tax liability		851	31,583
Lease liabilities	25	23,481	66.371
		402.525	777.020
Total liabilities		83,708,680	51.711.520
Total equity and liabilities		84.931.941	51.890.761

STATEMENT OF CHANGES IN EQUITY

Year ended 31 December 2024

	Share capital €	Retained earnings €	Total €
Balance at 1 January 2023	100,000	(348,127)	(248,127)
Total comprehensive income for the year	-	427,368	427,368
Balance at 31 December 2023/1 January 2024	100,000	79,241	179,241
Total comprehensive income for the year	-	1,044,020	1,044,020
Balance at 31 December 2024	100,000	1,123,261	1,223,261

Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at the rate of 17% will be payable on such deemed dividend to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents and domiciled. Deemed dividend distribution is also subject to a 2.65% contribution to the General Healthcare System. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to which the profits refer. This special contribution for defence is payable by the Company for the account of the shareholders.

The notes on pages 12 to 40 form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

Year ended 31 December 2024

		2024	2023
	Note	€	€
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		1,074,730	458,951
Adjustments for:
Foreign exchange differences	12	(14)	(28,670)
Depreciation of right-of-use assets	17	57,382	59,780
Depreciation of property, plant and equipment	16	5,525	1,037
Loan interest income	20	(3,870,935)	(1,724,709)
Interest expense	24	2,642,258	1,286,889
Lease interest expense	25	1,807	1,960
Impairment gains on financial assets	8	(83,963)	(706,673)
Dividend income	28.2	(1,000,000)	(208,604)
		(1,173,210)	(860,039)
Changes in working capital:
(Increase)/decrease in other receivables		(82)	151,311
(Decrease)/increase in other payables		(46,779)	130,789
Income tax paid		(61,442)	-
Net cash used in operating activities		(1,281,513)	(577,939)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of investments in subsidiaries	18	-	(40,000)
Payments for purchase of investments in associates	19	(263,300)	-
Proceeds from disposal of investment in associate	19	1,050	-
Payments for purchase of property, plant and equipment	16	(16,477)	(11,696)
Loans granted	20	(57,052,100)	(17,551,395)
Loans repayments received	20	3,211,650	13,299,617
Interest received	20	205,753	2,156,780
Dividend received	28.2	-	208,604
Net cash used in investing activities		(53,913,424)	(1,938,091)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of lease liability	25	(59,400)	(58,050)
Proceeds from borrowings	24	33,150,000	9,850,000
Issuance of bonds	24	-	11,886,400
Coupon on bonds paid	24	(2,000,479)	-
Net cash generated from financing activities		31,090,121	21,678,350
Net (decrease)/increase in cash and cash equivalents		(24,104,816)	19,162,320
Cash and cash equivalents at beginning of the year		25,590,203	6,427,883
Cash and cash equivalents at end of the year	22	1,485,387	25,590,203

Significant non-cash transactions are disclosed in the Notes 20, 21, 24 and 28.2 to these financial statements.

The notes on pages 12 to 40 form an integral part of these financial statements.

Year ended 31 December 2024

1. Incorporation and principal activities

Country of incorporation

The Company Mettmann Public Company Limited (the ''Company'') was incorporated in Cyprus on 20 December 2019 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at 67, Spyrou Araouzou, Ulysses House, Floor 2, Office 202, 3036 Limassol, Cyprus.

The Company was converted from a Private Limited Company to a Public Limited Company and was admitted to the Emerging Companies Market of the Cyprus Stock Exchange on 30 December 2022.

Principal activities

The principal activities of the Company, which are unchanged from last year, are those of investment holdings and interest earning activities.

2. Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113.

As of the date of the authorisation of these financial statements, all International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) that are effective as of 1 January 2024 have been adopted by the EU through the endorsement procedure established by the European Commission.

The financial statements have been prepared under the historical cost convention.

These financial statements are the separate financial statements of the Company. The Company has prepared these parent's separate financial statements for compliance with the requirements of the Cyprus Income Tax Law and the Cyprus Companies Law, Cap. 113.

The Company prepared consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union for the Company, its subsidiaries and associates (together the "Group"). The Consolidated financial statements can be obtained from the Company's website.

Users of these parent's separate financial statements should read them together with the Group's consolidated financial statements as at and for the year ended 31 December 2024 in order to obtain a proper understanding of the financial position, the financial performance and the cash flows of the Company and the Group.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 7.

3. Adoption of new or revised standards and interpretations

During the current year the Company adopted all the new and revised IFRS Accounting Standards that are relevant to its operations and are effective for accounting periods beginning on 1 January 2024. This adoption did not have a material effect on the accounting policies of the Company, with the exception of the following:

Amendments

Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

Year ended 31 December 2024

4. Material accounting policy information

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

Subsidiary companies

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

Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the statement of profit or loss and other comprehensive income in the period in which the impairment is identified.

Associates

Associates are all entities over which the Company has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associated undertakings are stated at cost less provision for permanent impairment of value, which is recognised as an expense in the period in which the impairment is identified.

Revenue

• Loan interest income

Loan interest income is recognised using the effective interest method.

Loan interest income is calculated by applying the effective interest rate to the gross carrying amount of financial assets, except for purchased or originated credit-impaired ("POCI") financial assets (i.e. assets that are credit impaired at initial recognition) for which the original credit-adjusted effective interest rate is applied to the amortised cost of the financial assets. The credit-adjusted effective interest rate is calculated based on the amortised cost of the financial asset instead of its gross carrying amount and incorporates the impact of expected credit losses in estimated future cash flows.

• Dividend income

Dividends are received from investments in subsidiaries and associates. Dividends are recognised as "Dividend income" in profit or loss when the right to receive payment is established.

Interest expense

Interest expenses are charged to the statement of profit or loss and other comprehensive income using the effective interest method.

Foreign currency translation

(1) Functional and presentation currency

Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Euro (€), which is the Company's functional and presentation currency.

(2) Transactions and balances

Foreign currency transactions are translated into the functional currency using the annual average exchange rate. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

4. Material accounting policy information (continued)

Tax

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

Property, plant and equipment

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

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

	%
Furniture and fixtures	33
Computer hardware	20

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

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

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

Leases

The Company as lessee

The Company 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 initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the 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 commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those of property 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.

The lease liability is initially 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 Company's incremental borrowing rate.

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 Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

Year ended 31 December 2024

4. Material accounting policy information (continued)

Leases (continued)

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 or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

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.

Right-of-use asset and associated lease liabilities are presented as separated lines on the face of statement of financial position.

Financial assets

Financial assets - Classification

A financial asset is measured at fair value through profit or loss (FVPL) unless it is measured at amortised cost or at fair value through other comprehensive income (FVOCI). Classification depends on both the Company's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

A financial asset is measured at amortised cost if:

(i) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

(ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Interest income from these financial assets is included in 'loan interest income'. Any gain or loss arising on derecognition is recognised directly in the statement of profit or loss and other comprehensive income. Impairment losses are presented as separate line item in the statement of profit or loss and other comprehensive income.

Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, other receivables and loans receivable.

Financial assets - Recognition and derecognition

Financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument.

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

Financial assets - Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, transaction costs that are directly attributable to the acquisition of the financial asset. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

4. Material accounting policy information (continued)

Financial assets (continued)

Financial assets - impairment - credit loss allowance for Expected Credit Losses (ECL)

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

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

Debt instruments carried at amortised cost are presented in the statement of financial position net of the allowance for ECL.

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

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

Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter (''12 Months ECL''). If the Company identifies a significant increase in credit risk (''SICR'') since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any (''Lifetime ECL''). Refer to Note 6, Credit risk section, for a description of how the Company determines when a SICR has occurred. If the Company determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL.

POCI financial assets are assets that are credit-impaired on initial recognition. For POCI assets, lifetime expected credit losses are incorporated into the calculation of the effective interest rate on initial recognition. Consequently, POCI assets do not carry an impairment allowance on initial recognition. The amount recognized as a loss allowance subsequent to initial recognition is equal to the changes in lifetime expected credit losses since the initial recognition of the asset and is recognized as an impairment gain or loss on financial assets in the statement of profit or loss and other comprehensive income depending on whether the change in lifetime expected credit losses is favourable or not.

Financial assets - Reclassification

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

Financial assets - Write-off

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

Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents comprise cash at bank and in hand.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

4. Material accounting policy information (continued)

Financial assets (continued)

Financial liabilities – Recognition and derecognition

Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost.

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

Borrowings

Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position. Offsetting transaction which occurred during the year 2024 is disclosed in Notes 20, 21 and 24 to the financial statements.

Share capital

Ordinary shares are classified as equity.

Non-current liabilities

Non-current liabilities represent amounts that are due more than twelve months from the reporting date.

Segmental reporting

The Company's main operations are in Cyprus and given that the Company's main activity is provision of financing to relates companies, for this reason operations are not analysed by geographical segment.

5. New accounting pronouncements

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

(i) Issued by the IASB and adopted by the European Union

Amendments

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023) (effective for annual periods beginning on or after 1 January 2025).

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

New standards

IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) (effective for annual periods beginning on or after 1 January 2027).
IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) (effective for annual periods beginning on or after 1 January 2027).

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

5. New accounting pronouncements (continued)

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

Amendments

Annual Improvements Volume 11 (issued on 18 July 2024) (effective for annual periods beginning on or after 1 January 2026).
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) (effective for annual periods beginning on or after 1 January 2026).
Contracts Referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) (effective for annual periods beginning on or after 1 January 2026).

The above are not expected to have significant impact on the Company's financial statements when they become effective.

6. Financial risk management

Financial risk factors

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

6.1 Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk in relation to its current and non-current borrowings, and current and non-current loans receivable. Loans receivable and borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

At the reporting date the interest rate profile of interest- bearing financial instruments was:

Fixed rate instruments	2024 €	2023 €
Financial assets Financial liabilities	82,073,516 (83,481,071)	25,741,422 (51,346,896)
	(1,407,555)	(25,605,474)

Sensitivity analysis

Any increase/(decrease) in interest rates will have no effect on results and equity of the Company, because, all financial instruments are fixed rate.

6.2 Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash and cash equivalents, loans receivable and other receivables at amortised cost.

(i) Risk management

Credit risk is managed on a group basis. For banks and financial institutions, the Company manages credit risk by banking with solid and reputable financial institutions. The Company has established policies whereby the majority of bank balances are held with independently rated parties with a minimum rating of 'B'. The Management of the Company assesses credit risk by reviewing the banks' financial standing on a regular basis as reflected in ratings assigned to the banks by rating agencies.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

6. Financial risk management (continued)

6.2 Credit risk (continued)

(i) Risk management (continued)

For other receivables and loans receivable, the Company assesses on an individual basis, its exposure to credit risk from financial assets at amortised cost. This assessment takes into account, the period the loan receivable or other receivable balance is past due and history of defaults in the past, adjusted for forward looking information. At the reporting date, the Company does not expect any losses from non-performance by the counterparties.

These policies enable the Company to reduce its credit risk significantly.

(ii) Impairment of financial assets

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

loans receivable,
other receivables, and
cash and cash equivalents

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

• For all financial assets that are subject to impairment under IFRS 9, the Company applies general approach three stage model for impairment. The Company applies a three-stage model for impairment, based on changes in credit quality since initial recognition. A financial asset that is not credit-impaired on initial recognition is classified in Stage 1. Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter (''12 Months ECL''). If the Company identifies a significant increase in credit risk (''SICR'') since initial recognition in the asset classified in Stage 1, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any (''Lifetime ECL''). If the Company determines that a financial asset is credit-impaired further, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL.

Impairment losses are presented as net impairment losses on financial assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

Significant increase in credit risk

The Company considers the probability of default upon initial recognition of the asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the financial asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:

internal credit rating
external credit rating (as far as available)
any actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower's/counterparty's ability to meet its obligations
any actual or expected significant changes in the operating results of the borrower/counterparty
any significant increases in credit risk on other financial instruments of the same borrower/counterparty
any significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements
any significant changes in the expected performance and behaviour of the borrower/counterparty, including changes in the payment status of counterparty and changes in the operating results of the borrower/counterparty.

Regardless of the analysis above, a significant increase in credit risk is presumed if a borrower/counterparty is more than 30 days past due in making a contractual payment.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

6. Financial risk management (continued)

6.2 Credit risk (continued)

(ii) Impairment of financial assets (continued)

The Company considers a default on a financial asset when the borrower/counterparty fails to make contractual payments within 90 days of when they fall due and/or the borrower/counterparty is assessed as unlikely to pay its obligations in full without realisation of collateral, regardless of the existence of any past-due amount or the number of days past due.

Write-off

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where debt financial assets have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

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

Loans to related parties

The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2024 and 31 December 2023:

Company internal credit rating	2024 €	2023 €
Performing	82,073,516	24,158,057
Not performing (POCI since initial recognition)	-	1,583,365
	82,073,516	25,741,422

The Company holds first right priority to create collaterals as security for the loans to related parties as follows:

Land of 1,170 sq.m and 5,017 sq.m, and building of 2,504 sq.m located in Urbanizacion Lomas de Virrey, Marbella, Malaga, Spain;
70% of shares of the company Dei Homes, S.L. located in Spain;
Land of 525.63 sq. m and buildings under construction of 1,150 sq. m located in Avenida Alcalde Jesus Mantaras, Suelo Finca 2, 11405 Jerez de la Frontera, Cadiz, Spain;
Land of 11,327 sq. m and buildings under construction of 7,665 sq. m located at Blocks 3,4 and 5 of Sector 32 "Pozoalbero" Norte, 11407 Jerez de la Frontera, Cadiz, Spain;
Land of 19,880 sq. m located in UR Valtocado Ndup-I, Suelo, 29650 Mijas, Malaga, Spain;
Land of 1,427 sq. m located in Avenida del Carmen 49, Suelo, 29680 Estepona, Malaga, Spain;
Land of 3,004.82 sq. m and building of 4,346.54 sq. m located in UR Bermeja Beach 1(P), Suelo, 29680 Estepona, Malaga, Spain;
Land of 2,265.84 sq. m located in UR Arroyo Palomera, Plot P-6, Marbella, Malaga, Spain;
Land of 3,082.86 sq. m, 3,082.86 sq. m and 3,082.87 sq. m, and buildings under construction of 2,915 sq. m. located in UR Reserva Alcuzcuz 2,3,5, 29678 Benahavis, Malaga, Spain;
Land of 1,191.28 sq. m, 1,197.56 sq. m and 1,208.18 sq. m, and buildings under construction of 1,176.87 sq.m located in UR Lomas del Virrey, San Francisco, Properties D1, D1-A, D-1B, Nagueles, 29602 Marbella, Spain;
Land of 18,088.33 sq. m located in AR Sectors UA-10, UA-11 9001, C/Castillejos, 11380 Tarifa, Cadiz, Spain;

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

6. Financial risk management (continued)

6.2 Credit risk (continued)

(ii) Impairment of financial assets (continued)
Kitchen appliances and furniture of a restaurant located at Avenue Litoral, Promenade Maritimo Pedro Manrique, Chiringuito Playa La Rada, 29680 Estepona, Malaga, Spain;
Commercial space of 518,39 sq. m and parking place of 28 sq. m located at BV Principe Alfonso Hohenloh 1, 29602 Marbella, Malaga, Spain;
Office building located at Calle Guadalmedina, UR Los Angeles, Edificio Los Angeles, 29670 Marbella, Malaga, Spain;
Land of 3,508 sq. m located at CL Portico Bajo de Guia 46, Suelo, 11540 Sanlucar de Barrameda, Cadiz, Spain;
70% of land of 1,417.43 sq. m, 1,845.02 sq. m and 421.25 sq. m located at AR Commercial La Cala 1[A], 1[B], 2, Suelo Parcela P1A, P1B, P2, 29680 Estepona, Malaga, Spain.

At 31 December 2024, the fair values of the properties for which a first priority right to create collaterals exist were higher than the gross carrying values of the respective loans as per independent valuations obtained.

There were no significant loans to related parties written off during the year that are subject to enforcement activity.

Other receivables from a third party

The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2024 and 31 December 2023:

Company internal credit rating	2024 €	2023 €
Performing	-	400,000
	-	400,000

The Company did not hold any collateral as security for any receivables from third parties.

There were no significant receivables from third parties written off during the year that are subject to enforcement activity.

Other receivables from related parties

The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2024 and 31 December 2023:

Company internal credit rating	2024 €	2023 €
Performing	3,104	3,118
	3,104	3,118

The Company does not hold any collateral as security for any receivables from related parties.

There were no significant receivables from related parties written off during the year that are subject to enforcement activity.

Year ended 31 December 2024

6. Financial risk management (continued)

6.2 Credit risk (continued)

Cash and cash equivalents

Cash and cash equivalents held at banks with investment grade rating are considered as low credit risk.

The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2024 and 31 December 2023:

Company internal credit rating	External credit rating	2024 €	2023 €
Performing	A2	34,441	-
Performing	Baa2	1,448,348	25,419,146
Performing	Baa3	-	43,686
Performing	Ba3	115	-
Performing	B1	-	125,451
		1,482,904	25,588,283

No ECLs were recognised on current accounts as they were not considered significant.

Based on management's estimates, no expected credit losses were recognised as the amount was not significant.

The Company does not hold any collateral as security for any cash at bank balances.

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

6.3 Credit quality of loans and other receivables

31 December 2024

	Loans to related parties	Receivables from related parties	Receivables from a third party	Total receivables
	€	€	€	€
Stage 1	79,883,206	3,104	-	79,886,310
Stage 2	-	-	-	-
Stage 3	2,190,310	-	-	2,190,310
Less: Credit loss allowance	-	-	-	-
Net carrying amount	82,073,516	3,104	-	82,076,620

31 December 2023

	Loans to related parties	Receivables from related parties	Receivables from a third party	Total receivables
	€	€	€	€
Stage 1	24,158,057	3,118	400,000	24,561,175
Stage 2	-	-	-	-
Stage 3	1,583,365	-	-	1,583,365
Less: Credit loss allowance	-	-	-	-
Net carrying amount	25,741,422	3,118	400,000	26,144,540

No credit losses have been identified as these based on management's estimates are insignificant as disclosed also in Note 6.2.

Year ended 31 December 2024

6. Financial risk management (continued)

6.4 Liquidity risk

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

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

31 December 2024	Carrying	Contractual	3 months or				More than
	amounts	cash flows	less	3-12 months	1-2 years	2-5 years	5 years
	€	€	€	€	€	€	€
Lease liabilities	23,481	23,481	14,850	8,631	-	-	-
Loans from third parties	32,466,242	34,898,012	-	-	19,856,130	15,041,882	-
Other payables	203,277	203,277	-	203,277	-	-	-
Corporate tax liability	851	851	-	851	-	-	-
Bonds to third parties	27,830,391	34,389,150	-	1,109,070	1,109,336	3,328,008	28,842,736
Bonds to related parties	22,344,472	27,610,371	-	890,451	890,664	2,671,992	23,157,264
Loans from shareholder	839,966	839,966	53	-	80,658	759,255	-
	83,708,680	97,965,108	14,903	2,212,280	21,936,788	21,801,137	52,000,000
31 December 2023	Carrying amounts	Contractual cash flows	3 months or less	3-12 months	1-2 years	2-5 years	More than 5 years
	€	€	€	€	€	€	€
Lease liabilities	81,074	81,074	14,413	51,958	14,703	-	-
Loans from third parties	331,485	331,485	-	251,704	-	79,781	-
Other payables	251,967	251,967	-	251,967	-	-	-
Corporate tax liability	31,583	31,583	-	31,583	-	-	-
Bonds to third parties	27,830,656	35,498,752	-	1,109,602	2,218,406	3,328,008	28,842,736
Bonds to related			-
parties	22,344,686	28,501,248		890,877	1,781,115	2,671,992	23,157,264
Loans from
shareholder	840,069	840,069	53	-	-	840,016	-
	51,711,520	65,536,178	14,466	2,587,691	4,014,224	6,919,797	52,000,000

6.5 Currency risk

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

The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

	Liabilities		Assets
	2024	2023	2024	2023
	€	€	€	€
United States Dollars	101,059	101,161	-	-

Year ended 31 December 2024

6. Financial risk management (continued)

6.5 Currency risk (continued)

Sensitivity analysis

A 10% strengthening of the Euro against the following currencies at 31 December 2024 would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the Euro against the relevant currency, there would be an equal and opposite impact on the profit and equity.

			2023
€	€	€	€
10,106	10,116	10,106	10,116
	Equity 2024	2023	Profit or loss 2024

6.6 Capital risk management

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

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

The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings. Total capital is calculated as ''equity'' as shown in the statement of financial position plus net debt.

The Company's gearing ratio is as follows:

	2024	2023
	€	€
Total borrowings (Note 24)	83,481,071	51,346,896
Less: Cash and cash equivalents (Note 22)	(1,485,387)	(25,590,203)
Net debt	81,995,684	25,756,693
Total equity	1,223,261	179,241
Total capital	83,218,945	25,935,934
Gearing ratio	98.53%	99.31%

Fair value estimation

The fair values of the Company's financial assets and liabilities approximate their carrying amounts at the reporting date.

7. Critical accounting estimates, judgments and assumptions

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

Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

7. Critical accounting estimates, judgments and assumptions (continued)

Critical accounting estimates and assumptions (continued)

• Impairment of investments in associates

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

• Calculation of loss allowance

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

Loss given default (LGD) is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements. In assessing LGDs for secured exposures, the Company considers the collateral type, liquidity and quality of pledged assets, geography (location of the collateral) and seniority of the lending exposure among others.

Probability of default (PD) constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which is based on historical data, current information, assumptions and expectations of future conditions.

At 31 December 2024, the management has assessed a decrease of 10% in the sale prices and a 10% increase of the construction costs for the properties for which the Company has a first priority right to create a collateral, and such decreases would not result in the recognition of material ECLs on the respective loans receivable.

• Income taxes

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

8. Impairment gains on financial assets

	2024	2023
	€	€
Impairment gains on loans receivable from related parties (Note 28.4)	83,963	618,022
Impairment gains on loans receivable from third parties	-	88,651
	83,963	706,673

The above gains relate to credit-impaired (POCI) loans which were fully repaid.

Year ended 31 December 2024

9. Administration expenses

2024 € 718,383 488,307 Staff costs (Note 11) Common expenses 1,095 Annual levy - Electricity 5,653 Water supply and cleaning 8,227 Insurance 898 Repairs and maintenance 1,773 Sundry expenses 27,704 Courier expenses 1,463 Stationery and printing 472 Staff training 1,842 Computer supplies and maintenance 13,033	2023 €


	817
	350
	7,144
	2,204
	317
	2,689
	19,401
	2,388
	576
	4,941
	3,516
Computer software 10,096	4,430
Independent auditors' remuneration - current year 59,500	56,365
Independent auditors' remuneration - prior year 11,319	2,105
Legal and professional 54,758	34,013
Other professional fees 53,214	7,860
Translation fees 737	1,015
Travelling 21,887	15,174
Entertaining 3,285	3,984
Certification expenses 4,258	1,297
Consulting expenses 141,818	18,192
Charity donation 11,706	6,000
Other tax expenses 998	-
Depreciation of property, plant and equipment (Note 16) 5,525	1,037
Depreciation of right-of-use assets (Note 17) 57,382	59,780
1,217,026 743,902

The total fees charged by the Company's statutory auditor for the statutory audit of the annual separate and consolidated financial statements of the Company for the year ended 31 December 2024 amounted to €43,435 (2023: €39,651).

10. Other expenses

	2024	2023
	€	€
Expenses under profit-sharing agreement (Note 28.7)	4,224	159,254

11. Staff costs (Note 9)
	2024	2023
	€	€
Salaries	570,924	383,455
Social security costs	112,319	81,131
GHS contribution	35,140	23,721
	718,383	488,307
Average number of employees (including Directors in their executive capacity)	11	9
12. Finance costs/(income) - net
	2024	2023
	€	€
Bank charges	14,867	17,700
Interest expense on lease liability (Note 25)	1,807	1,960
Unrealised foreign exchange gain - net	(14)	(28,670)
Finance costs/(income) - net	16,660	(9,010)

Year ended 31 December 2024

13. Tax

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

	2024 €	2023 €
Profit before tax	1,074,730	458,951
Tax calculated at the applicable tax rates	134,341	57,369
Tax effect of expenses not deductible for tax purposes	29,758	37,792
Tax effect of allowances and income not subject to tax	(133,950)	(39,062)
Tax losses brought forward	-	(27,341)
Underprovision of tax	561	-
Overseas tax	-	(46)
10% additional charge	-	2,871
Tax charge	30,710	31,583

The corporation tax rate is 12.5%.

Under certain conditions interest income may be subject to defence contribution at the rate of 30% (reduced to 17% as of 1 January 2024). In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.

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

Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

No deferred tax has been recognised in these financial statements since no temporary differences between the tax bases of assets and liabilities and their carrying amounts have given rise to deferred tax for the year ended 31 December 2024.

Cyprus tax legislation is subject to varying interpretations. Management's interpretation of such legislation as applied to the transactions and activity of the Company may be challenged by the income tax authorities and it is possible that transactions and activities that have not been challenged in the past may be challenged. As a result, significant additional taxes, penalties and interest may be assessed. Fiscal periods remain open for review by the taxation authorities in respect of taxes for the six calendar years preceding the year of review. Under certain periods reviews may cover longer periods.

14. Basic and diluted earnings per share attributable to equity holders of the Company

Basic and diluted earnings per share are calculated by dividing the profit attributable to equity holders of the Company with the weighted average number of ordinary shares in issue during the year.

	2024	2023
Profit attributable to equity shareholders of the Company (€)	1,044,020	427,368
Weighted average number of ordinary shares in issue during the year	100 000	100 000
Basic and diluted earnings per share attributable to equity holders of the Company (€)	10.44	4.27

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

15. Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

	Financial
	assets at
	amortised cost
	€
31 December 2024
Other receivables	17,018
Loans receivable	82,073,516
Cash and cash equivalents	1,485,387
	83,575,921

	Borrowings
	and other
	financial
	liabilities at
	amortised cost
	€
Borrowings	83,481,071
Other payables (excluding statutory liabilities and accruals)	203,277
	83,684,348

	Financial
	assets at
	amortised cost
	€
31 December 2023
Other receivables	403,118
Loans receivable	25,741,422
Cash and cash equivalents	25,590,203
	51,734,743

	Borrowings
	and other
	financial
	liabilities at
	amortised cost
	€
Borrowings	51,346,896
Other payables (excluding statutory liabilities and accruals)	172,658
	51,519,554

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

16. Property, plant and equipment

	Furniture and fixtures	Computer hardware	Total
	€	€	€
Cost
Balance at 1 January 2023	-	-	-
Additions	6,932	4,764	11,696
Balance at 31 December 2023	6,932	4,764	11,696
Additions	12,075	5,402	17,477
Balance at 31 December 2024	19,007	10,166	29,173
Depreciation
Balance at 1 January 2023	-	-	-
Charge for the year (Note 9)	(861)	(176)	(1,037)
Balance at 31 December 2023	(861)	(176)	(1,037)
Charge for the year (Note 9)	(4,062)	(1,463)	(5,525)
Balance at 31 December 2024	(4,923)	(1,639)	(6,562)
Net book amount at 31 December 2023	6,071	4,588	10,659
Net book amount at 31 December 2024	14,084	8,527	22,611
17. Right-of-use assets			Land and
			buildings €
Cost
Balance at 1 January 2023			105,228
End of lease			(105,228)
Present value of future lease payments			114,764
Balance at 31 December 2023/ 31 December 2024			114,764
Depreciation
Balance at 1 January 2023			(78,921)
Charge for the year (Note 9)			(59,780)
End of lease			105,228
Balance at 31 December 2023			(33,473)
Charge for the year (Note 9)			(57,382)
Balance at 31 December 2024			(90,855)
Net book amount at 31 December 2023			81,291
Net book amount at 31 December 2024			23,909
18. Investments in subsidiaries

	2023
	€
46,000	46,000
46,000	46,000
	2024 €

The details of the subsidiaries, all of which are unlisted, are as follows:

Name	Country of incorporation	Principal activities	Holding 2024	Holding 2023
			%	%
Ortiga, D.O.O.	Montenegro	Holding of land	100	100
Sword Dragon, S.L.	Spain	Holding of investments	100	100

Year ended 31 December 2024

19. Investments in associates

	2024	2023
	€	€
Balance at 1 January	4,250	4,250
Additions	1,260,300	-
Disposals	(1,050)	-
Balance at 31 December	1,263,500	4,250

The details of the associates, all of which are unlisted, are as follows:

Name	Country of incorporation	Principal activities	Holding 2024 %	Holding 2023 %
		Purchase, sale, lease, and
Nash Beach Club, S.L. (direct)	Spain	construction of real estate	50	50
		Purchase, sale, lease, and
Start Hub Beach, S.L. (direct)	Spain	construction of real estate	50	50
		Holding of investments;
		purchase, sale, lease, and
4D Properties, S.L. (direct)	Spain	construction of real estate	41.67	41.67
		Purchase, sale, lease, and
Joya Verde, S.L. (indirect)	Spain	construction of real estate	33.33	33.33
Joya Costa del Sol, S.L.		Purchase, sale, lease, and
(indirect)	Spain	construction of real estate	33.33	33.33
		Construction, installations
		and maintenance.
		Management and
		administration of real
Prestige Expo, S.L. (indirect)	Spain	estates	50	50
La Meridiana de Rio Verde,		Purchase, sale, lease, and
S.L. (indirect)	Spain	construction of real estate	50	50
		Purchase, sale, lease, and
Dei Homes, S.L. (indirect)	Spain	construction of real estate	35	35
Velmure Marketing, S.L.
(indirect)	Spain	Marketing	35	-
		Purchase, sale, lease, and
Alsan Homes, S.L. (indirect)	Spain	construction of real estate	29.18	29.18
		Purchase, sale, lease, and
Alysan Homes, S.L. (indirect)	Spain	construction of real estate	29.17	29.17
		Purchase, sale, lease, and
Corvipon, S.L. (indirect)	Spain	construction of real estate Purchase, sale, lease, and	29.17	29.17
Gran Parcela, S.L. (indirect)	Spain	construction of real estate	29.17	29.17
Promotora Immobiliaria		Purchase, sale, lease, and
Donana, S.A. (indirect)	Spain	construction of real estate	29.18	27.49
Promociones Siat Sur, S.L.	Spain	Dormant
(indirect)			25	25
		Purchase, sale, lease, and
Inversion Correcta, S.L. (direct) Spain		construction of real estate	50	-
Muscle Beach, S.L. (direct)	Spain	Operation of a restaurant	50	-
Concesiones Bellamar, S.L.
(direct)	Spain	Operation of a restaurant	50	-
		Purchase, sale, lease, and
Nostos Camojan, S.L. (direct)	Spain	construction of real estate	41.67	-

On 23 February 2024, the Company acquired the 50% of the share capital of Inversion Correcta, S.L. from a third party for the consideration of €1,500.

On 29 February 2024, the Company acquired the 50% of the share capital of Muscle Beach, S.L. from third parties for the consideration of €1,000,000.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

19. Investments in associates (continued)

On 19 April 2024, the Company acquired the 35% of the share capital of Costa Natura UEN 05, S.L. from a third party for the consideration of €1,050. On 28 June 2024, the Company fully disposed of its shareholding in the associate to a third party for the consideration of €1,050.

On 9 May 2024, the Company acquired the 50% of the share capital of Concesiones Bellamar, S.L. from a third party for the consideration of €251,000.

On 19 November 2024, the Company was allotted 41.67% of the share capital in newly incorporated company Nostos Camojan, S.L. for the consideration of €1,250.

There are no contingent liabilities relating to the Company's interest in the associates.

20. Loans receivable

	2024	2023
	€	€
Loans to related companies (Note 28.8)	55,760,558	19,441,879
Loans to own subsidiary (Note 28.9)	161,838	139,648
Loans to associates (Note 28.15)	26,151,120	6,159,895
	82,073,516	25,741,422
Less current portion	(730,608)	(2,053,944)
Non-current portion	81,342,908	23,687,478

During the year 2024, the total loan interest income charged amounted to €3,870,935 (2023: €1,724,709). The amount of €186,200 is interest derived from loans to third parties.

The above loans are secured by first priority rights that the Company has to create collaterals over the underlying properties of the parties it has financed (Note 6.2 (ii)).

The loans are repayable as follows:

	2024	2023
	€	€
Within one year	730,608	2,053,944
Between one and five years	65,016,600	23,687,478
After five years	16,326,308	-
	82,073,516	25,741,422

The exposure of the Company to credit risk and impairment losses in relation to loans receivable is reported in Note 6 of the financial statements.

The movement of loans during the years 2023-2024 was as follows:

	2024	2023
	€	€
At beginning of year	25,741,422	21,807,890
Loans granted	57,052,100	17,551,395
Loans assigned - net (1,2)	(1,257,501)	(555,109)
Loan interest income	3,870,935	1,724,709
Loans repaid	(3,211,650)	(13,299,617)
Interest repaid	(205,753)	(2,156,780)
Impairment gains on repayment of loans (Note 8)	83,963	706,673
Foreign exchange difference	-	(37,739)
	82,073,516	25,741,422

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

20. Loans receivable (continued)

(1) On 1 January 2024, a third party assigned to the Company loans receivable that were provided to the Company's associates for the consideration of €2,061,184.

(2) On 16 December 2024, the Company assigned to a third party a loan receivable that the Company had provided to another third party for the consideration of €3,318,685. On the same date, the loan receivable assigned was set-off against the borrowings that the Company had with the assignee (Note 24).

The effective interest rate on loans receivable (current and non-current is as follows):

	2024	2023
	%	%
Loans to related companies (Note 28.8)	6.00	5.95
Loans to own subsidiaries (Note 28.9)	3.50-3.65	3.50-3.65
Loans to associates (Note 28.15)	6.00	6.00
Loans receivable from third parties	6.00-12.00	6.00

The fair values of non-current loans receivable approximate to their carrying amounts as presented above.

21. Other receivables

	2024	2023
	€	€
Deposits and prepayments	13,914	13,818
Receivables from related parties (Note 28.10)	3,104	3,118
Receivable from a third party (1)	-	400,000
	17,018	416,936

(1) On 16 December 2024, the amount receivable of €400,000 from a third party was set-off against borrowings to the same counterparty (Note 24).

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

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

22. Cash and cash equivalents

Cash balances are analysed as follows:

	2024	2023
	€	€
Cash in hand	2,483	1,920
Cash at bank	1,482,904	25,588,283
	1,485,387	25,590,203

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

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

23. Share capital

	2024	2024	2023	2023
	Number of		Number of
Authorised	shares	€	shares	€
Ordinary shares of €1 each	45 000 000	45,000,000	45 000 000	45,000,000
Issued and fully paid
Balance at 1 January	100 000	100,000	100 000	100,000
Balance at 31 December	100 000	100,000	100 000	100,000
24. Borrowings
			2024	2023
			€	€
Current borrowings
Bonds to third parties			96,991	97,256
Bonds to related parties (Note 28.13)			77,872	78,086
Loans from third parties			-	251,704
Loans from shareholder (Note 28.12)			53 174,916	53 427,099

Non-current borrowings
Loans from third parties			32,466,242	79,781
Bonds to third parties			27,733,400	27,733,400
Bonds to related parties (Note 28.13)			22,266,600	22,266,600
Loans from shareholder (Note 28.12)			839,913	840,016
			83,306,155	50,919,797
			83,481,071	51,346,896
Maturity of non-current borrowings:
			2024	2023
			€	€
Between two and five years			33,306,155	919,797
After five years			50,000,000	50,000,000
			83,306,155	50,919,797
During the year 2024 interest expense charged amounted to €2,642,258 (2023: €1,286,889).
The movement of borrowings during the years 2023-2024 was as follows:
			2024	2023
			€	€
At beginning of year			51,346,896	7,481,945
Borrowings advanced			33,150,000	9,850,000
Proceeds from issuance of bonds			-	11,886,400
Borrowings novated (1)			2,061,184	20,841,653
Borrowings set-off (2) Loan interest expense			(3,718,685) 642,258	- 1,111,547
Bond coupon expense			2,000,000	175,342
Coupon on bonds paid			(2,000,479)	-
Foreign exchange differences			(103)	9
			83,481,071	51,346,896

(1) On 30 September 2024, the Company novated amount payable of €2,061,184 to a third party being the consideration for assignment of loans receivable (Note 20). The loan bore interest rate of 4% per annum and was repayable on or before 31 December 2026.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

24. Borrowings (continued)

(2) On 16 December 2024, the Company set-off borrowings of €3,718,685 to a third party against balance receivable from the same counterparty (Notes 20, 21).

The weighted average effective interest rates on borrowings (current and non-current) were as follows:

	2024	2023
	%	%
Loans from third parties	3.48	3.20
Loans from shareholder (Note 28.12)	-	3.93
Bonds to third parties	4.00	4.00
Bonds to related parties (Note 28.13)	4.00	4.00

On 30 November 2023, the Company issued 500 000 Callable Corporate 4%-coupon bonds of nominal value €100 each, due by 30 November 2030. The subscription amount of €50,000,000 was settled by:

Non-cash conversion of loans payable to third parties of €15,850,000 which were issued to the Company during the years 2022-2023;
Non-cash conversion of payables to shareholder of €22,263,600 which comprised of balance payable of €20,841,653 for assignment of loans receivable and loans payable of €1,421,947 issued to the Company during the years 2020-2021;
Issuance of bonds of €11,886,400 in exchange for cash.

During the year 2024 the Company repaid total coupon interest of €2,000,479 to the bondholders.

As at 31 December 2024, the accrued coupon interest amounted to €174,863 (2023: €175,342).

The carrying amounts of the non-current borrowings approximate their fair values.

As at 31 December 2024, the Company has access to undrawn committed borrowing facilities of €4,000,000 from its major shareholder and €35,000,000 from a third party, which remain available to support the financing of investment projects and its ongoing working capital and general corporate funding requirements.

25. Lease liabilities

	2024	2023
	€	€
Balance at 1 January	81,074	22,400
Present value of future lease payments	-	114,764
Interest expense (Note 12)	1,807	1,960
Lease payments	(59,400)	(58,050)
	23,481	81,074

The maturity of lease liabilities is as follows:
			The present value of minimum lease
	Minimum lease payments			payments
	2024	2023	2024	2023
	€	€	€	€
Not later than 1 year	23,481	66,371	23,481	66,371
Later than 1 year and not later than 5 years	-	14,703	-	14,703
Present value of lease liabilities
	23,481	81,074	23,481	81,074

In May 2023, the Company prolonged its lease contract as a lessee (tenant) with an unrelated company for the lease of an office space.

Lease terms:

a) Tenancy period: 24 months

b) Monthly rental fee: €4,950

c) Incremental borrowing rate: 4%

All lease obligations are denominated in Euro.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

25. Lease liabilities (continued)

Interest expense on the lease liability of €1,807 (2023: €1,960) is presented as part of the finance costs (Note 12).

26. Other payables

	2024	2023
	€	€
Social insurance and other taxes	998	21,844
Shareholders' current accounts - credit balances (Notes 28.14, 29)	59,767	163,084
Payable to employees	12,903	1,100
Accruals	117,330	56,365
Other creditors	10,170	8,074
Payables to related parties (Note 28.11)	2,109	1,500
	203,277	251,967

Social insurance and other taxes were settled during January 2025.

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

27. Operating Environment of the Company

Russia – Ukraine conflict

The geopolitical situation in Eastern Europe intensified on 24 February 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these financial statements for issue, the conflict continues to evolve as military activity proceeds. In addition to the impact of the events on entities that have operations in Russia, Ukraine, or Belarus or that conduct business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges.

The European Union as well as United States of America, Switzerland, United Kingdom and other countries imposed a series of restrictive measures (sanctions) against the Russian and Belarussian governments, various companies, and certain individuals. The sanctions imposed include an asset freeze and a prohibition from making funds available to the sanctioned individuals and entities. In addition, travel bans applicable to the sanctioned individuals prevents them from entering or transiting through the relevant territories. The Republic of Cyprus has adopted the United Nations and European Union measures. The rapid deterioration of the conflict in Ukraine may as well lead to the possibility of further sanctions in the future.

Emerging uncertainty regarding global supply of commodities due to the conflict between Russia and Ukraine conflict may also disrupt certain global trade flows and place significant upwards pressure on commodity prices and input costs as seen through early March 2022. Challenges for companies may include availability of funding to ensure access to raw materials, ability to finance margin payments and heightened risk of contractual non-performance.

The impact on the Company largely depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets.

The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the conflict prevails and the high level of uncertainties arising from the inability to reliably predict the outcome.

The Company's management has assessed:

The impact on the expected credit losses of the Company's financial instruments that are subject to impairment under IFRS 9. IFRS 9 requires forward-looking information (including macro-economic information) to be considered both when assessing whether there has been a significant increase in credit risk and when measuring expected credit losses. As with any economic forecast the projections and likelihoods of their occurrence are subject to a high degree of inherent uncertainty and therefore the actual outcomes may be significantly different from those projected. Refer to Note 6 for more information on impairment of financial assets.

The Company has no exposure to Russia, Ukraine, and Belarus and as such does not expect impact from direct exposures to these countries.

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

27. Operating Environment of the Company (continued)

Russia – Ukraine conflict (continued)

Taking into consideration the principal activities of the borrowers, subsidiaries and associates which have been mainly engaged in real estate development, the increased demand for real estate purchases in Cyprus and Spain after 24 February 2022 has had rather a positive impact on the Company's business activity due to prices exceeding the pre-pandemic levels.

Management has considered the unique circumstances and the risk exposures of the Company and has concluded that there is no significant impact in the Company's profitability position. The event does not have an immediate material impact on the business operations.

Management will continue to monitor the situation closely in case the crisis becomes prolonged. Management will continue to monitor the situation closely and will assess further the implications as the events continue to evolve.

Israel – Gaza conflict

The Israel-Gaza conflict has escalated significantly after Hamas launched a major attack on 7 October 2023. Companies with material subsidiaries, operations, investments, contractual arrangements or joint ventures in the War area might be significantly exposed. Entities that do not have direct exposure to Israel and Gaza Strip are likely to be affected by the overall economic uncertainty and negative impacts on the global economy and major financial markets arising from the war.

This is a volatile period and situation, however, the Company is not directly exposed. Management will continue to monitor the situation closely and take appropriate actions when and if needed.

28. Related party balances and transactions

For the purpose of these financial statements, parties are considered to be related if one party has the ability to control the other or exercise significant influence over the other party in making financial or operational decisions as defined by IAS 24 "Related Party Disclosures". In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

Transactions are entered into the normal course of the business with other related parties.

The Company's ultimate controlling party is Mr. Zvonko Mickovic, who owns 82.5% of the Company' shares.

The related party balances and transactions are as follows:

28.1 Directors' remuneration

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

	2024	2023
	€	€
Directors' remuneration	133,667	123,833

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

28. Related party balances and transactions (continued)

28.2 Dividend income

		2024	2023
Name	Relationship	€	€
Sword Dragon, S.L.	Subsidiary	1,000,000	208,604

On 29 February 2024, the subsidiary Sword Dragon, S.L. declared dividend to the Company of €1,000,000. The dividend was non-cash settled by purchasing of investment in associate Muscle Beach, S.L. on behalf of the Company (Note 19).

28.3 Loan interest income

		2024	2023
Name	Relationship	€	€
Joya Verde, S.L.	Indirect associate	121,840	180,149
Prestige Expo, S.L.	Indirect associate	825,492	938,482
La Meridiana de Rio Verde, S.L.	Indirect associate	253,200	258,391
Start Hub Beach, S.L.	Associate	323,254	96,300
Ortiga, D.O.O.		Subsidiary 5,090
Alsan Homes, S.L.	Indirect associate	383,849	3,872 139,169
Nash Beach Club, S.L.	Associate	513,627	79,110
Promotora Donana, S.L.	Indirect associate	16,067	-
Dei Homes, S.L.	Indirect associate	696,221	-
Inversion Correcta, S.L.	Associate	134,698	-
4D Properties, S.L.	Associate	178,643	-
Muscle Beach, S.L.	Associate	4,820
Gran Parcela, S.L.	Associate	227,934
		3,684,735	1,695,473

28.4 Impairment gains on loans receivable (Note 8)
		2024	2023
Name	Relationship	€	€
Joya Verde, S.L.	Indirect associate	83,963	53,096
Prestige Expo, S.L.	Indirect associate	-	564,926
		83,963	618,022
28.5 Loan interest expense
		2024	2023
Name		€	€
Major shareholder		-	795,842
		-	795,842
28.6 Bond coupon expense
		2024	2023
Name	Relationship	€	€
Major shareholder		347,945	78,075
Zvonko Invest Limited	Entity under common control	542,599	-
Directors		120	11
		890,664	78,086

28.7 Expenses under profit-sharing agreement (Notes 10, 29)
		2024	2023
Name	Relationship	€	€
Major shareholder		3,817	159,254
Zvonko Invest Limited	Entity under common control	407	-

4,224 159,254

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

28. Related party balances and transactions (continued)

28.8 Loans to related companies (Note 20)

				2024	2023
Name	Relationship	Interest rate	Maturity date	€	€
La Meridiana de Rio Verde, S.L.	Indirect associate	6.00%	31/12/2027 (2023: 31/03/2025)	4,473,200	4,220,000
Prestige Expo, S.L.	Indirect associate	6.00%	13/04/2026	12,993,442	7,825,606
Prestige Expo, S.L.	Indirect associate	6.00%	30/11/2026	4,694,459	-
Prestige Expo, S.L.	Indirect associate	6.00%	31/12/2027	1,503,197	-
Joya Verde, S.L.	Indirect associate	6.00%	on demand	-	1,578,085
Joya Verde, S.L.	Indirect associate	6.00%	31/12/2027 (2023: 30/11/2026)	1,533,019	1,449,019
Alsan Homes, S.L.	Indirect associate	6.00%	31/12/2026 (2023: 28/02/2025)	738,784	450,640
Alsan Homes, S.L.	Indirect associate	6.00%	31/12/2026 (2023: 31/05/2025)	6,864,234	3,918,529
Promotora Donana, S.L.	Indirect associate	6.00%	31/12/2026	286,067	-
Dei Homes, S.L.	Indirect associate	6.00%	30/04/2026	13,080,984	-
Dei Homes, S.L.	Indirect associate	6.00%	31/07/2026	565,238	-
Gran Parcela, S.L.	Indirect associate	6.00%	31/10/2028	9,027,934	-
				55,760,558	19,441,879
28.9 Loans to own subsidiary (Note 20)
				2024	2023
Name Ortiga, D.O.O.	3.65%	Interest rate	Maturity date 31/12/2026 (2023:	€ 156,383	€ 134,368
Ortiga, D.O.O.	3.50%		31/12/2023) on demand	5,455	5,280
				161,838	139,648
(Note 21) Name Sword Dragon, S.L. Prestige Expo, S.L.		Relationship Subsidiary Indirect associate	Nature of transactions Settlement of expenses Dividends receivable	2024 € - 3,104	2023 € 3,118 -
				3,104	3,118
28.11 Payables to related parties (Note 26)
				2024	2023
Name		Relationship	Nature of transactions	€	€
Nash Beach Club, S.L.	Associate		Contribution for the allotted shares	-	1,500
Sword Dragon, S.L.	Subsidiary		Settlement of expenses	371	-
Prestige Expo, S.L.		Indirect associate	Settlement of expenses	488	-
Nostos Camojan, S.L.	Associate		Contribution for the allotted shares	1,250	-
				2,109	1,500
28.12 Loans from shareholder (Note 24)
				2024	2023
Name		Interest rate	Maturity date	€	€
Major shareholder	0.00%		On demand	53	53
Major shareholder		4.00% (interest	30/11/2026	80,658	80,658
		accrued only)
Major shareholder		4.00% (interest	31/12/2027	759,255	759,358
		accrued only)		839,966	840,069

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2024

28. Related party balances and transactions (continued)

28.13 Bonds to related parties (Note 24)

			2024	2023
Name	Interest rate	Maturity date	€	€
Major shareholder	4.00%	30/11/2030	-	22,341,675
Zvonko Invest Limited (entity under common control)	4.00%	30/11/2030	22,341,462	-
Directors	4.00%	30/11/2030	3,010	3,011
			22,344,472	22,344,686
28.14 Shareholders' current accounts - credit balances (Note 26)
			2024	2023
Name	Nature of transactions		€	€
Major shareholder	Settlement of expenses		3,830	3,830
Major shareholder		Payable under profit-sharing agreement
	(Note 29)		55,937	159,254
			59,767	163,084

The amount of €3,830 is interest free, and has no specified repayment date.

28.15 Loans to associates (Note 20)

			2024	2023
Name	Interest rate	Maturity date	€	€
Nash Beach Club, S.L.	6.00%	31/12/2034 (2023:	4,716,610	4,454,110
		31/07/2028)
Nash Beach Club, S.L.	6.00%	25/10/2028	1,439,619	-
Nash Beach Club, S.L.	6.00%	31/12/2034	4,169,639	-
Start Hub Beach, S.L.	6.00%	31/12/2027	1,802,085	1,705,785
Start Hub Beach, S.L.	6.00%	22/11/2028	745,236	-
Start Hub Beach, S.L.	6.00%	31/05/2026	5,284,770	-
Inversion Correcta, S.L.	6.00%	31/12/2035	3,079,698	-
4D Properties, S.L.	6.00%	31/12/2040	4,708,643	-
Muscle Beach, S.L.	6.00%	31/12/2027	204,820	-
			26,151,120	6,159,895

29. Contingent liabilities

On 2 August 2022, the Company entered into the Project collaboration and profit-sharing agreement, by means of which the major shareholder of the Company agreed to negotiate potential equity investment, i.e. the purchase of 100% of shares of a Spanish Company Sword Dragon, S.L. (the "subsidiary"), under maximum profitable terms and conditions.

The agreed remuneration for the provided assistance is 75% of the future dividends to be paid by the newly acquired subsidiary within 3 years, i.e., until 2 August 2025 (inclusive).

On 8 June 2023, dividend income amounting to €208,604 was received in cash from the subsidiary. During 2023-2024, the Company recognised the respective expense of €156,453 being 75% of the dividend received from the subsidiary and €7,025 of total penalty accrued being 0.01% of the remuneration not repaid within 20 business days but not exceeding 30% of the remuneration amount.

On 9 August 2024, the Company repaid €107,541 of debt under the Profit-sharing agreement. The balance of €55,937 remained partly unpaid as at 31 December 2024 (Note 28.14).

On 29 February 2024, the subsidiary Sword Dragon, S.L. declared dividend to the Company of €1,000,000. However, as the dividend was non-cash settled it was excluded from the scope of the agreement (Note 28.2).

The Company had no other contingent liabilities as at 31 December 2024 and 31 December 2023.

Year ended 31 December 2024

30. Commitments

As at 31 December 2024, the Company has a commitment to provide funding of €2,000,000 to its associate company and €43,750,000 to its indirect associate companies, in accordance with the terms of signed loan agreements. The amounts represent the remaining balances to be disbursed, if needed, under the respective loan agreements (Note 31).

31. Events after the reporting period

As explained in Note 27 the geopolitical situation in Eastern Europe remains intense with the continuation of the conflict between Russia and Ukraine and the Israel-Gaza conflict. As at the date of authorising these financial statements for issue, the conflicts continue to evolve as military activity proceeds and additional sanctions are imposed. Depending on the duration of the conflict between Russia and Ukraine and the Israel-Gaza conflict, and continued negative impact on economy activity, the Company might experience further negative results, and liquidity restraints and incur impairments on its assets in 2025, which relate to new developments that occurred after the reporting period. The exact impact on the Company's activities in 2025 and thereafter cannot be predicted.

On 24 January 2025, the Company amended an existing loan agreement with its associate, Nash Beach Club, S.L., and decreased the loan principal amount from €6,000,000 to €4,000,000.

On 24 January 2025, the Company amended an existing loan agreement with its indirect associate, Prestige Expo, S.L., and decreased the loan principal amount from €11,100,000 to €4,600,000.

On 10 March 2025, the Company concluded loan agreement (as amended) with a third party, for receiving of principal loan amount €2,000,000 with interest rate 4% per annum, repayable on or before 31 March 2026. As of these financial statements sign off date, the amount under the mentioned loan agreement has not been withdrawn by the Company.

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

AI Terminal

Mitsides Public Company Ltd

2483_10-k_2025-04-30_bf3fca32-1419-4efc-8ed9-31caab0cfe99.pdf

REPORT AND FINANCIAL STATEMENTS Year ended 31 December 2024

BOARD OF DIRECTORS AND OTHER OFFICERS

MANAGEMENT REPORT

Principal activities and nature of operations of the Company

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

Principal risks and uncertainties

Use of financial instruments by the Company

Existence of branches

Results and Dividends

Share capital

Changes in Group structure

Corporate Governance Code

-

-

-

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

1. Incorporation and principal activities

Country of incorporation

Principal activities

2. Basis of preparation

3. Adoption of new or revised standards and interpretations

Amendments

4. Material accounting policy information

Subsidiary companies

Associates

Revenue

• Loan interest income

• Dividend income

Interest expense

Foreign currency translation

(1) Functional and presentation currency

(2) Transactions and balances

NOTES TO THE FINANCIAL STATEMENTS

4. Material accounting policy information (continued)

Property, plant and equipment

Leases

The Company as lessee

4. Material accounting policy information (continued)

Leases (continued)

Financial assets

Financial assets - Classification

Financial assets - Recognition and derecognition

Financial assets - Measurement

NOTES TO THE FINANCIAL STATEMENTS

4. Material accounting policy information (continued)

Financial assets (continued)

Financial assets - impairment - credit loss allowance for Expected Credit Losses (ECL)

Financial assets - Reclassification

Financial assets - Write-off

Cash and cash equivalents

NOTES TO THE FINANCIAL STATEMENTS

4. Material accounting policy information (continued)

Financial assets (continued)

Financial liabilities – Recognition and derecognition

Borrowings

Offsetting financial instruments

Share capital

Non-current liabilities

Segmental reporting

5. New accounting pronouncements

(i) Issued by the IASB and adopted by the European Union

Amendments

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

New standards

NOTES TO THE FINANCIAL STATEMENTS

5. New accounting pronouncements (continued)

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

Amendments

6. Financial risk management

Financial risk factors

6.1 Interest rate risk

Sensitivity analysis

6.2 Credit risk

(i) Risk management

NOTES TO THE FINANCIAL STATEMENTS